APC 2004 Annual Report Download - page 42

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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.
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 com-
pliance 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 vot-
ing 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 deci-
sion of the Extraordinary Shareholders' Meeting, rati-
fied by a special meeting of shareholders benefiting
from double voting rights. The minimum holding peri-
od 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 fur-
ther 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 com-
bined the Annual and Extraordinary Shareholders'
meeting of June 27, 1995.
Income appropriation
(article 21 of the bylaws)
Net income for the year less any losses brought for-
ward 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 appropria-
tions 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.
Disclosure thresholds
(article 7 of the bylaws)
In addition to the legal disclosure thresholds, the
bylaws stipulate that any individual or legal entity that
owns or controls (as these terms are defined in article
L 233-9 of the Commercial Code) directly or indirect-
ly, shares or voting rights representing at least 0.5%
of the total number of shares or voting rights out-
standing, or a multiple thereof, is required to disclose
said interest to the Company by registered letter with
return receipt requested, within five trading days of
the disclosure threshold being crossed.
In the case of failure to comply with these disclosure
obligations, the shares in excess of the disclosure
threshold will be stripped of voting rights at the
request of one or several shareholders owning at
least 2.5% of the Company's capital, subject to com-
pliance with the relevant provisions of the law.
These disclosure thresholds were approved by the
combined Annual and Extraordinary Shareholders'
Meetings of June 27, 1995 and May 5, 2000.
Identifiable holders of bearer shares
(article 7.3 of the bylaws)
As approved by the combined Annual and Extraordi-
nary Shareholders' Meetings of June 30, 1988 and
May 5, 2000, the Company may at any time request
that Euroclear identify holders of bearer shares carry-
ing voting rights either immediately or in the future.