APC 2005 Annual Report Download - page 51

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Corporate Governance
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
holds or represents 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 accord-
ingly. The ceiling on voting rights was approved by the
combined the Annual and Extraordinary Sharehold-
ers' 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 indirectly,
shares or voting rights representing at least 0.5% of
the total number of shares or voting rights outstand-
ing, 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 compliance
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.