2014 Registration Document and Annual Financial Report - page 308

Capital and ownership structure
Share capital
Notification of intentions
(Article 9 of the Bylaws)
Any shareholder that acquires or raises its interest to more than
one-twentieth, three-twentieths or one quarter of the capital or
voting rights is required to notify the Company of its intentions
over the following twelve months.
At the end of each successive twelve-month period, any shareholder
that continues to hold a number of shares or voting rights in excess
of the above fractions will be required to notify the Company of its
intentions for the following twelve months.
In particular, the shareholder must inform the Company of whether it
is acting alone or in concert with other shareholders, whether or not
it plans to purchase additional shares, and whether or not it intends
to acquire control of the Company or to request its election or the
election of one or several candidates of its choice as directors of
the Company.The Company will have the right to inform the public
and shareholders of the said shareholder’s disclosed intentions, or
of the shareholder’s failure to comply with this requirement.
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.
At December 31, 2014, the Company’s share capital amounted to
€695,509,197 divided into 231,836,399 common shares with a par
value of €3.00, all fully paid-up and in the same class.
Shares may be held in either registered or bearer form.
The Company avails itself of legal procedures to identify its
Shares are freely transferable within legal and regulatory limits.
The transfer of shares, regardless of price or terms, is made by
account transfer, pursuant to the regulations in force.
Authorization granted by the Annual
Meeting of April 29, 2014
At the Annual Meeting on April 29, 2014, shareholders authorized
the Board of Directors to trade in the Company’s shares on the stock
market.The authorization was given for a period of 18 months and
superseded all previous authorizations.
The number of shares acquired under the authorization may not
exceed 22,000,000, or 9.64% of the share capital at April 29, 2014
and the maximum total investment in the buyback program may
not exceed €1,100 million.
The authorization may be used to purchase, sell or transfer shares
for the following purposes:
for cancellation at a later date in connection with a capital reduction
decided or authorized by shareholders in an ExtraordinaryMeeting;
for allocation upon exercise of stock options granted under plans
governed by Articles L. 225-177
et seq.
of the French Commercial
Code, or to members of an employee stock ownership plan
governed by Articles L. 3332-1
et seq.
of the Labor Code or to
recipients of stock grants made under plans governed by Articles
L. 225-197-1
et seq.
of the Commercial Code;
for allocation on the conversion, redemption, exchange or exercise
of share equivalents;
to be held in treasury for subsequent remittance in exchange
or payment in connection with external growth transactions, a
merger, demerger or asset contribution within a limit of 5% of
the Company’s capital;
to make a market in the Company’s shares under a liquidity
contract that complies with the Code of Conduct recognized by
Autorité des Marchés Financiers
Implementation of the share buyback
program in 2014
As of May 30, 2013, and for a period of twelve months tacitly
renewable for successive twelve-month terms, Accor contracted
with Rothschild & Cie Banque to implement a liquidity contract
complying with the Code of Conduct issued by the French Financial
Markets Association (AMAFI) and approved by the French securities
regulator (AMF) on March 24, 2011.To fund the contract, €30 million
has been allocated to the liquidity account.
At December 31, 2014 Accor did not hold any shares in treasury.
Registration Document 2014
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