158 / 198
INFORMATION ABOUT THE COMPANY AND SHARE CAPITAL
7
GENERAL INFORMATION ABOUT THE ISSUER
Subject to the conditions stipulated by the current law and regulations,
the Board of Directors may organise the participation and vote by
shareholders at General Meetings by videoconference or by means
of telecommunication that enable their identification. If the Board of
Directors decides to use this option for a given General Meeting, it must
indicate this Board decision in the meeting and/or convening notice.
The shareholders taking part in General Meetings by videoconference
or by any other means of telecommunication as indicated above,
depending on the choice of the Board of Directors, are considered
to be in attendance for the purposes of forming a quorum or majority.
General Meetings are chaired by the Chairman of the Board of
Directors, or in his or her absence, by the CEO, by a deputy managing
director if he or she is a director, or by a director specifically delegated
for this purpose by the Board. Failing this, the General Meeting elects
its own Chairman.
The duties of scrutineers are performed by the two shareholders in
attendance and accepting such duties, who hold the largest number of
votes. The officers appoint the Secretary, who need not be a shareholder.
An attendance sheet is kept under the conditions provided for by law.
The Ordinary General Meeting that meets following the first meeting
notice can only validly deliberate if the shareholders present or
represented hold at least one fifth of the shares with voting rights. The
Ordinary General Meeting on its second call can validly deliberate
whatever the number of shareholders present or represented.
Ordinary General Meeting decisions are taken by the majority of votes
by shareholders present or represented.
The Extraordinary General Meeting that meets following the first
meeting notice can only validly deliberate if the shareholders present
or represented hold at least one quarter of the shares with voting rights.
The Extraordinary General Meeting that meets following the second
meeting notice can only validly deliberate if the shareholders present
or represented hold at least one fifth of the shares with voting rights.
Extraordinary General Meeting decisions are taken by the majority of
two-thirds of shareholders present or represented.
Copies of or extracts from the minutes for the General Meeting shall
be certified by the Chairman of the Board of Directors, by a director
carrying out the duties of CEO or by the Meeting Secretary.
Ordinary and Extraordinary General Meetings exercise their respective
authority under the conditions stipulated by law.
Voting rights
There are no statutory limitations to voting rights. In the event of Assystem
shares held by a usufructuary, the corresponding voting rights belong
to the usufructuary for all Ordinary, Extraordinary or Special General
Meetings.
Double voting rights
All fully-paid shares registered in the name of the same holder for at
least two years carry double voting rights.
In addition, in the event of an increase in share capital by capitalising
reserves, profit or share premiums, double voting rights are granted
from their issue to free registered shares awarded to a shareholder on
the basis of shares already held which bear this entitlement.
This double voting right may be cancelled following a decision of the
Extraordinary General Meeting and after informing the Special Meeting
of beneficiary shareholders.
It may also be cancelled if the shares are converted to bearer shares or
transferred to another shareholder, save as provided for in Article L. 225-
124 of the French Commercial Code in the case of inheritance or
inter
vivos
gifts to a spouse or other eligible family member.
Existence and crossing of disclosure thresholds
that must be declared to the Company
In addition to the obligations when crossing disclosure thresholds
stipulated by the law, a physical or legal person, whether acting alone
or in concert (under the meaning of Article L. 223-10 of the French
Commercial Code), that directly comes to hold a number of shares
representing 2% or more of the Company’s share capital or voting
rights or a multiple thereof, is required to inform the Company of the
total number of shares and voting rights that they hold, by registered
mail with return receipt requested, within four trading days from the
crossing of the threshold.
The same disclosure formalities must also be followed each time a
shareholder’s interest is reduced to below any 2% threshold as explained
above.
The shareholder that fails to comply with these formalities will be stripped
of voting rights, as provided for under Article L. 233-14 of the French
Commercial Code, for the shares in excess of the undeclared portion,
at the request – indicated in the General Meeting minutes – of one or
158
ASSYSTEM
FINANCIAL REPORT
2015