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21
Additional Information
Constitutive Documents and Bylaws
254
Worldline
2016 Registration Document
Rights, Privileges and Restrictions Attached to Shares
21.2.4
Voting Rights
21.2.4.1
amount of time that such shares have been held prior to the
listing of the Company’s shares on Euronext Paris shall not be
taken into account for the purpose of calculating such two-year
period.
Each share gives the right to one vote. The Company’s Bylaws
confer double voting rights on fully paid-up, registered nominal
shares held by the same person for at least two years. The
Limitation on Voting Rights
21.2.4.2
The Bylaws do not contain any provisions restricting the voting
rights attached to the shares.
Preferential Subscription Rights
21.2.4.3
capital increases in accordance with the French Commercial
Code.
The Company’s shares have a preferential right to subscribe for
the Bylaws)
Participation in General
21.2.4.4
Shareholders’ Meetings (article
28 of
Every shareholder has the right to attend General Shareholders’
natural person or legal entity of his choice. The representative
must show proof of his appointment.
Meetings and to participate in its votes, either personally or by
proxy. Every shareholder may be represented by his spouse, by
another shareholder, or by his partner under a civil solidarity
pact. Moreover, a shareholder may be represented by any other
Meetings is subject to his shares being registered in his name or
in the name of the intermediary registered on his behalf on the
third day preceding the Shareholders’ Meeting at 12 am (Paris
time), either in the registered-share account kept by the
ownership (attestation de participation).
Company or in a bearer-share account kept by an approved
intermediary. An owner of bearer shares may participate in the
General Shareholders’ Meeting only if the approved
intermediary holding his account provides a certificate of
Each shareholder’s right to participate in General Shareholders’
videoconference or other means of telecommunication,
including the Internet, in particular through an electronic voting
form available on the Company’s website.
shareholders may participate in General Meetings by
Upon decision of the Company’s Board of Directors,
Identifiable Bearer Shares (article 9
21.2.4.5
of the Bylaws)
regulations.
The Company may at any time verify the identity of the holders
of bearer shares in accordance with applicable laws and
If a person who has been asked for information fails to provide
such information within the time period required by applicable
laws and regulations, or provides incomplete or inaccurate
be stripped of their voting rights for any Shareholders’ Meeting
occurring before the information is corrected, and payment of
the corresponding dividend shall be delayed until such date.
information either as to his capacity or as to the owners of the
shares or the number of shares held by each of them, the
shares or other securities giving immediate or future access to
the share capital and for which such person is registered shall
Modifications of the Rights of
21.2.4.6
Shareholders
The rights of shareholders may be modified in accordance with
applicable laws and regulations. The bylaws do not contain any
particular provisions with respect to modification of the rights of
shareholders that are more stringent than the law.
Bylaws)
Meetings (articles
34 and 35 of the
Shareholders’ Meetings and
Extraordinary Shareholders’
Convening and Holding of Ordinary
21.2.4.7
Shareholders’ Meetings are called “extraordinary” when their
purpose is to modify the Company’s bylaws or nationality, or
are made by a simple majority of shares present or represented.
when the law so provides. All other Shareholders’ Meetings are
“ordinary”. Decisions at Extraordinary Shareholders’ Meetings
are made by a two-thirds vote of the shares present or
represented, and decisions at Ordinary Shareholders’ Meetings
Shareholders’ Meetings are convened and held in accordance
with the rules and conditions provided for under French law.
Crossing of Statutory Thresholds
21.2.4.8
(article
10 of the Bylaws)
or securities giving access to the share capital or voting rights of
the Company that such person holds, as well as of any securities
giving access to the share capital or to voting rights potentially
attached thereto, by registered letter with return receipt
rights, or any multiple of 1% thereafter, including beyond the
reporting thresholds provided for by laws and regulations, must
inform the Company of the total number of shares, voting rights,
requested sent to the Company’s registered office within four
trading days after crossing such threshold(s).
In addition to the thresholds provided for by applicable laws and
regulations, any natural person or legal entity who comes to
hold, acting alone or in concert, directly or indirectly, a number
of shares representing at least 2% of the share capital or voting