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Corporate governance and capital
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Rights, privileges and restrictions attached to shares
Voting rights (article
33 of the Articles of Association)
Each share carries one voting right. There is no share with
excluding the application of the so called “Florange law” (Act
modification of article 33 of the Articles of Association aimed at
Meeting held on May 28, 2015, the shareholders approved the
double voting right. On the occasion of the Combined General
of the Company.
consequently, maintain single voting rights at General Meetings
dated March 29, 2014) related to the double voting rights and
(article
28 of the Articles of Association)
Participation in General Meetings of Shareholders
person or by proxy. All shareholders may be represented by
All shareholders may participate in General Meetings either in
also be represented by any other natural person or legal entity
a civil solidarity pact (“PACS”) has been concluded. They may
their spouses, by another shareholder, or by partners with whom
of their choice. The proxy must show evidence of this delegation.
shareholder or the financial intermediary registered on its behalf
subject to the registration of the shares in the name of the
The right of shareholders to participate in General Meetings is
General Meeting.
shareholding certificate enabling them to participate in the
intermediaries shall deliver to holders of bearer shares a
according to the regulations in force. Such financial
Internet. Article 28 of the Articles of Association provides for the
terms and conditions of shareholders’ participation in General
Meetings in particular by means of an electronic voting form
made available on the Company’s website. E-voting has been
conference or by telecommunication means, including the
available to the Company shareholders since the Combined
General Meeting held on May 28, 2015, through the grant of
access to a dedicated online voting website, ahead of the
General Meeting.
Directors, may take part in General Meetings through video
The shareholders, upon decision of the Company’s Board of
Identifiable bearer shares
(article 9 par.3 of the Articles of Association)
bearer shares at any time.
The Company may proceed to the identification of holders of
Changes to shareholders’ rights
majority at an Extraordinary General Meeting. A unanimous
shareholder vote is required to increase the liabilities of
shareholders.
Any amendment to the Articles of Association, which set out the
rights attached to the shares, must be approved by a two-thirds
Terms and conditions for calling and general conduct of
Ordinary General Meeting and Extraordinary General
Meeting (articles
34 and 35 of the Articles of Association)
“Extraordinary” when the decisions relate to a change in the
Articles of Association or Company’s nationality or where
required by law; and, “Ordinary” in all other cases. The
Extraordinary General Meeting rules by a majority of two-third of
General Meetings of Shareholders are considered to be
the expressed votes, and the Ordinary General Meeting rules by
the majority of expressed votes; expressed votes do not include
blank and null votes of the present or represented shareholders,
or of shareholders having voted by mail.
General Meetings are called and conducted in accordance with
the terms and conditions of French law.
(article
10 of the Articles of Association)
Disclosure of threshold crossing
share capital equal to or greater than 2% or, following a
shareholding of 2%, any multiple of 1% are required to inform
within 5 trading days from the date on which one of these
thresholds is crossed, of the total number of shares, voting
rights or securities giving access to the share capital or voting
rights of the Company held by them.
the Company, by registered letter with return receipt requested,
In addition to the thresholds defined by applicable laws and
regulations, all private individuals and legal entities, acting alone
or in concert, who acquire, directly or indirectly, a fraction of the
Failure to comply with the above requirements results in
rescission of the voting rights attached to those shares relating
to the unreported fraction at all General Meetings of
Shareholders held during a two-year period following the date or
regularization filing of the aforementioned notice. Application of
rights mentioned in the minutes of the General Meeting.
this penalty is subject to a request by one or more shareholders
holding at least 5% of the Company’s share capital or voting
above-mentioned thresholds.
The same information obligation applies, within the same terms
and conditions, each time the fraction of the share capital or
voting rights of a shareholder decreases to less than one of the
Control of the issuer
No provisions in the Articles of Association, or in any charter or
Internal rules, may delay, postpone or prevent a change of
control of the Company.