registration document France Telecom 2009 - Orange.com

18 DISTRIBUTION
major shareholders
OF SHARE CAPITAL AND VOTING RIGHTS
Changes in the distribution of share capital
during the last three financial years
To the best of France Telecom’s knowledge, the substantial
changes in the shareholder base since January 1, 2007 are the
result of:
■ the sale by the French Government in June 2007 of
130 million shares representing 5% of the share capital, held
directly or indirectly through ERAP, carried out through private
placement with institutional investors;
■ the additional French Government sale in January 2008 of
14.4 million shares in an offering reserved for current and
former employees of France Telecom;
■ the award by the French Government in January and
November 2008 of a total of 3.7 million bonus shares to
current and former employees of France Telecom who had
bought shares in offerings reserved for them in January and
November 2005;
■ the transfer in December 2008 of 149.6 million shares by
ERAP to the French Government;
■ the contribution in July 2009 of 357.5 million shares by the
French Government to the FSI;
■ the transfer in October 2009 of 87.1 million shares by ERAP
to the French Government (including 28.3 million in payment
of the dividend due to the French Government with respect
to monies distributable following FY 2008 and 58.8 million to
reimburse a portion of the contribution made to ERAP by the
French Government);
■ the transfer in March 2010 by ERAP of its full interest
(6.3 million shares) to the French Government.
To the best of France Telecom’s knowledge and with the
exception of this last transfer, there has been no major change
to the distribution of the share capital and voting rights since
December 31, 2009.
Information on shareholders’ agreements
By letter received on December 8, 2009, the AMF was notifi ed
of the execution , on November 25, 2009, of a shareholders’
agreement constituting an “action in concert” between FSI and
the French Government.
■ in the event of planned share transactions and crossing
of thresholds, the arrangement provides for (i) a general
obligation between the parties to the agreement to provide
prior notice of any transaction involving the Company’s
shares or voting rights, (ii) an obligation of prior consultation in
the event of an intended sale by the parties likely to take place
close in time, pursuant to which each party undertakes not
to carry out such plan without having, to the extent possible,
aligned its analysis regarding the value of France Telecom
shares with the other party’s and, where possible, having
coordinated the practical details of the sale of said shares,
(iii) an obligation of prior consultation in the event either party
is carrying out a transaction that would require the concert
to publish a declaration of intentions, and (iv) an obligation of
prior approval by the other party where the transaction would
result in the concert going over a threshold that would trigger
a mandatory public offer.
Additional information on the distribution
of the float
France Telecom regularly identifi es its shareholders via
“Identifi able Bearer Share” (IBS) surveys. On the basis of
the most recent survey as of December 31, 2009, the fl oat,
representing 69% of the share capital, broke down into 63%
institutional investors and 6% individuals.
Supplemented by a survey carried out by Thomson Reuters,
the IBS also provides information on the geographic distribution
of institutional shareholders as of December 31, 2009:
France: 30%
United Kingdom: 15%
Other European countries: 23%
Total Europe: 68%
North America: 26%
Rest of the world: 6%
During 2009, North American institutional investors substantially
reduced their France Telecom stock position whereas French
investors increased theirs. French institutional investors now
own more shares than North American institutional investors.
This agreement, entered into for a two-year term, provides for
two cases of concerted actions :
■ in respect of voting on resolutions at France Telecom Annual
Shareholders’ Meetings: the parties undertake to exchange
views and if possible to establish a common stance regarding
the resolutions, without nevertheless being so obliged;
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2009 REGISTATION DOCUMENT / FRANCE TELECOM