2014 Registration Document and Annual Financial Report - page 307

Capital and ownership structure
Information about the Company
Organization of Shareholders’ Meetings
(Article 25 of the Bylaws)
All shareholders have the right to attend or be represented at
Shareholders’ Meetings, under the conditions set by law. They
may vote by post in accordance with Article L. 225-107 of the
French Commercial Code. The proxy/postal voting form may be
sent to the Company or to the Company’s registrar in paper form
or, by decision of the Board of Directors published in the notice
of meeting, by electronic mail in accordance with the applicable
laws and regulations.
In addition, if decided by the Board of Directors when the meeting is
called, shareholderswho participate in themeeting by videoconference
or by any electronic means enabling their identification, on the basis
and by the method stipulated in the applicable laws and regulations,
will be considered as being physically present for the calculation
of the quorum and voting majority.
To cast a vote or execute a proxy by electronic means, shareholders
or their duly authorized representative or attorney must either:
provide a secure electronic signature fulfilling the requirements
of the applicable laws and regulations; or
enter a unique username and password on the Company’s
website, if such a website exists, in accordance with the applicable
laws and regulations. This type of electronic signature shall be
considered a reliable mechanism for identifying shareholders and
their votes, in compliance with the first sentence of paragraph 2
of Article 1316-4 of the French Civil Code.
Meetings are chaired by the Chairman of the Board of Directors
or, in his or her absence, by a director designated by the Board.
Otherwise, the meeting elects its own Chairman.
The function of Scrutineer of the Meeting is fulfilled by the two
shareholders present at the Meeting who represent the largest
number of voting rights and who consent to take on the role. The
Bureau thus formed names a Secretary, who may or may not be
a shareholder.
An attendance register is kept, pursuant to the law.
Copies or excerpts of the Meeting minutes may be certified by the
Chairman of the Board of Directors, the Chairman of the meeting,
or the meeting Secretary.
Ordinary and Extraordinary Shareholders’ Meetings fulfilling the
relevant quorum and majority voting requirements exercise the
powers vested in them by law.
Double voting rights
(Article 25 of the Bylaws)
All fully paid shares registered in the name of the same holder for
at least two years carry double voting rights.
In the event of a capital increase through the capitalization of retained
earnings, profits or additional paid-in capital, the resulting bonus
shares distributed in respect of registered shares carrying double
voting rights will similarly carry double voting rights.
Registered shares converted into bearer shares or sold to a different
holder lose their double voting rights. However, transfers through
inheritance, liquidation of marital assets, inter vivos transfers to a
spouse or to a relative in the ascending or descending line do not
result in the loss of double voting rights or a break in the qualifying
period.The merger of the Company has no impact on double voting
rights, provided that the Bylaws of the surviving company allow
for their exercise.
When shares are held by beneficial and non-beneficial owners,
voting rights in Ordinary and Extraordinary Shareholders’ Meetings
are exercised by the beneficial owner.
Disclosure thresholds
(Article 9 of the Bylaws)
Any shareholder, acting alone or in concert with other shareholders
within the meaning of Article L. 233-10 of the French Commercial
Code, that directly or indirectly acquires an interest, or raises its
interest, in the capital or voting rights of the Company, including any
equivalent shares or voting rights as defined in Article L. 223-9-1 of
the Commercial Code, to above or below any statutory disclosure
threshold is required to disclose its interest to the Company. In the
case of failure to make such disclosure, the sanctions provided for
by law will apply.
In addition, any shareholder that acquires or raises its interest to
1% of the capital or voting rights is required to disclose its interest
to the Company by registered letter with return receipt requested
sent to the head office, within five trading days of the transaction
date or the signature of any agreement resulting in the disclosure
threshold being crossed, whatever the date on which the shares
are recorded in the holder’s account.The notification must include
details of the total number of shares and/or share equivalents held
and the number of voting rights held as provided for above.
Above said 1% threshold, the same disclosure rules as defined
above will apply to any increase in a shareholder’s interest by any
multiple of 0.5% of the capital or voting rights and to any reduction
in a shareholder’s interest by any multiple of 1% of the capital or
voting rights.
For the application of the above paragraphs, the shares or voting
rights referred to in paragraphs 1 to 8 of Article L. 233-9-1 of the
French Commercial Code are considered as being equivalent to the
shares or voting rights held by the shareholder.
Restrictions on voting rights
(Article 9 of the Bylaws)
In the case of failure to comply with the applicable disclosure rules,
at the request of one or several shareholders representing at least
3% of the Company’s capital or voting rights, as duly recorded in
the minutes of the Shareholders’ Meeting, the undisclosed shares
will be stripped of voting rights at all Shareholders’ Meetings held
in the two years following the date when the omission is remedied.
Registration Document 2014
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