APC 2006 Annual Report Download - page 58

Corporate governance
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 period to qualify for double vot-
ing rights was reduced from four to two years by deci-
sion of the combined Annual and Extraordinary Share-
holders' 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 holds or
represents shares carrying double voting rights, the
limit may be raised to 15%, provided that the 10% ceil-
ing 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 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 indirectly,
shares or voting rights representing at least 0.5% of
the total number of shares or voting rights outstanding,
or a multiple thereof, is required to disclose said inter-
est to the Company by registered letter with return
receipt requested, within five trading days of the disclo-
sure 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.
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