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238 2014 Registration Document
Information about the Company and the capital
7
Information about the Company
7.1.4.4
Breach of thresholds (Article 7)
Pursuant to Article 7 of the Bylaws, in addition to compliance with the legal
obligation to inform the Company when holding certain percentages of
the capital and related voting rights, any private individual or legal entity,
acting alone or in concert, that holds a number of shares representing a
proportion of the share capital or voting rights greater than or equal to 1%
of the share capital or voting rights, or any multiple of this percentage, must
inform the Company of the total number of shares and voting rights held,
as well as the securities giving future access to the capital and the voting
rights potentially related to them, by registered mail with return receipt
within five trading days of the date on which the threshold is breached.
The obligation to inform the Company also applies when the
shareholder’s percentage of capital or voting rights falls below each of
the aforementioned thresholds.
The penalties provided by law for failure to comply with the obligation
to declare a breach of the statutory thresholds also apply in the event of
non-declaration of breach of the thresholds stipulated in these Bylaws,
at the request, as noted in the minutes of the Shareholders’ Meeting, of
one or more shareholders holding at least 5% of the Company’s capital
or voting rights.
7.1.4.5
Shareholder rights (Article 9)
Double voting rights are conferred on all fully paid up registered shares
that have been registered in the name of the same shareholder for at
least two years.
The Extraordinary Shareholders’ Meeting is solely authorised to modify
shareholders’ rights, as provided by law.
7.1.4.6
Shareholders’ Meetings
(Articles 20 to 23)
All shareholders are entitled to attend Shareholders’ Meetings in person
or by proxy, upon presentation of proof of identity and share ownership
(in the form and at the place indicated in the notice of meeting) by no
later than midnight Paris time three business days prior to the date of
the Shareholders’ Meeting.
Every shareholder has the right to participate in Shareholders’ General
Meetings by way of a proxy given to any other person of his or her choice,
and may also participate by sending their proxy and mail voting forms,
subject to the conditions set forth under applicable laws and regulations.
Any shareholder may, if the Board of Directors so decides when convening
the Shareholders’ Meeting, also participate in and vote at Shareholders’
Meetings
via
videoconference or any other means of telecommunication
(including the Internet) that enables him/her to be identified under the
conditions and according to the procedures laid down by the laws in
force. Shareholders are notified of such a decision in the meeting notice
published in the
Bulletin des Annonces Légales Obligatoires
(French
bulletin of compulsory legal notices).
Those shareholders who use, for this purpose and within the required
periods, the electronic voting form provided on the website set up by
the Shareholders’ Meeting’s centraliser are considered shareholders
present or represented. The electronic formmay be completed and signed
directly on this site through a user code and password, as provided for
in the first sentence of the second paragraph of Article 1316-4 of the
French Civil Code.
The proxy or vote thus cast electronically prior to the Shareholders’
Meeting, as well as the acknowledgement of receipt provided, will be
considered irrevocable documents that are valid against all persons, it
being specified that, in case of a transfer of shares occurring prior to
midnight Paris time of the third business day preceding the Shareholders’
Meeting, the Company will invalidate or modify accordingly, depending
on the situation, the proxy or vote cast prior to the said date and time.
Shareholders’ Meetings are convened by the Board of Directors under
the conditions and within the times prescribed by law. They are held at
the head office or in any other place indicated in the notice of meeting.
The Shareholders’ Meeting is presided over by the Chairman of the
Board of Directors or, in his/her absence, by the Vice-Chairman or a
director designated by the Board.
Returning officer duties are fulfilled by the two shareholders, present
and willing, who hold the greatest number of votes, both in their own
name and as agents.
The committee appoints a secretary, who does not need to be a member
of the Shareholders’ Meeting.
Ordinary and Extraordinary Shareholders’ Meetings voting under the
conditions of quorum and majority prescribed by law exercise the powers
assigned to them in accordance with the law.
7.1.4.7
Provision of the issuer’s by-laws
that would cause a change
in its control to be delayed,
postponed or prevented
None.