APC 2002 Annual Report Download - page 35

Corporate Governance
34
8 - Shareholders’ rights and obligations
a) Annual Shareholders’ Meetings
(article 18 of the bylaws)
All shareholders are entitled to attend Annual Meetings,
regardless of the number of shares held. The notice of meeting
is sent directly by the Company to holders of registered
shares. Holders of bearer shares are sent the notice of
meeting by the bank or broker that holds their share account.
Holders of both registered and bearer shares are required to
provide evidence of their ownership of the shares at the time
of the Meeting. The following represent proof of ownership:
Registered shares: an entry in the Company’s share register,
made at least five days prior to the date of the Meeting.
Bearer shares: a certificate issued by the custodian stating
that the shares have been placed in a blocked account, to
be deposited at the address indicated in the notice of
meeting at least five days prior to the date of the Meeting.
The Board of Directors may shorten these deadlines up until
the date of the Meeting, which may be held at the Company’s
head office or at any other location indicated in the notice of
meeting.
b) Voting rights
1 - Double voting rights (article 19 of the bylaws)
Voting rights attached to shares are proportionate to the equity
in the capital represented by each share, assuming that they
all have the same par value. Each share carries one voting
right, unless there are any unavoidable legal restrictions
on the number of voting rights that may be held by
any single shareholder.
Notwithstanding the foregoing, double voting rights are
attributed to fully paid-up shares registered in the name of the
same holder for at least two years prior to the end of the
calendar year preceding the one in which the Annual Meeting
takes place, subject to compliance with the provisions of the
law. In the case of a bonus share issue paid up by capitalizing
reserves, earnings or additional paid-in capital, each bonus
share allotted in respect of shares carrying double voting rights
will also have double voting rights. The shares are stripped of
their double voting rights if they are converted into bearer
shares or transferred to another person, except in the case of
an inheritance or family gift, with the transfer from one
registered holder to another. Double voting rights may also be
stripped by a decision of the Extraordinary Shareholders’
Meeting, ratified by a special meeting of shareholders
benefiting from double voting rights. The minimum holding
period to qualify for double voting rights was reduced from
four to two years by decision of the combined Annual and
Extraordinary Shareholders’ Meeting of June 27, 1995.
2 - Ceiling on voting rights (article 19 of the bylaws)
At the Annual Meeting, no shareholder may exercise more than
10% of the total voting rights attached to the Company’s
shares. The 10% ceiling is calculated on the basis of the single
voting rights and proxies held by the shareholder concerned.
If the shareholder owns shares carrying double voting rights,
the limit may be raised to 15%, provided that the 10% ceiling
is exceeded solely by virtue of the double voting rights.
The above ceilings will no longer apply, without it being
necessary to put the matter to the vote at a further Annual
Meeting, if any individual or legal entity, acting alone or jointly
with one or other individuals or legal entities, acquires or
increases its stake to at least two-thirds of the Company’s
capital through a public tender offer for all the Company’s
shares. In this case, the Board of Directors will place on record
the lifting of the above ceilings and will amend the bylaws
accordingly.
The ceiling on voting rights was approved by the combined
the Annual and Extraordinary Shareholders’ meeting
of June 27, 1995.
c) Income appropriation (article 21 of the bylaws)
Net income for the year less any losses brought forward from
prior years is appropriated in the following order:
5% to the legal reserve (this appropriation is no longer
required once the legal reserve represents one tenth
of the capital, provided that further appropriations are made
in the case of a capital increase).
To discretionary reserves, if appropriate, and to retained
earnings.
To the payment of a dividend.
The Annual Meeting may decide to offer shareholders
the opportunity to receive the dividend in cash or in the form
of new shares of common stock. Dividends not claimed
within five years from the date of payment become time-barred
and are paid over to the State in accordance with the law.