APC 2007 Annual Report Download - page 59

57
Corporate Governance
2
12. Shareholders' rights and obligations
Annual Shareholders' Meetings
(article 23 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 stat-
ing 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 Management Board 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 24 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 re-
strictions 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, earn-
ings 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 spe-
cial 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 24 of the bylaws)
At the Annual Meeting, no shareholder may exercise more
than 10% of the total voting rights attached to the Com-
pany's shares. The 10% ceiling is calculated on the basis
of the single voting rights and proxies held by the share-
holder 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.
To apply these provisions:
The total number of voting rights is calculated on the
date of the Meeting and announced to shareholders when
the meeting is called to order.
The number of voting rights held directly and indirectly in-
clude those attached to shares owned by a shareholder
personally, those attached to shares held by a legal entity
over which the shareholder exercises control, as defined in
Article L.233-3 of the French Commercial Code, and those
attached to shares assimilated to shares owned, as de-
fined by Article L.233-7 et seq. of the French Commercial
Code.
Proxies returned to the Company that do not appoint a
representative are subject to the above ceilings. However,
these ceilings do not apply to the Meeting Chairman vot-
ing on behalf of such proxies.
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, ac-
quires 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 Management Board
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 Extraordi-
nary Shareholders' meeting of June 27, 1995.
Income appropriation
(article 26 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.
Disclosure thresholds
(article 7 paragraph 2 of the bylaws)
In addition to the legal disclosure thresholds, the bylaws
stipulate that any individual or legal entity that owns or con-
trols (as these terms are defined in article L.233-9 of the
Commercial Code) directly or indirectly, shares or voting
rights representing at least 1% of the total number of
shares or voting rights outstanding, or a multiple thereof, is
required to disclose said interest to the Company by reg-
istered letter with return receipt requested, within five trad-
ing days of the disclosure threshold being crossed.