registration document France Telecom 2009 - Orange.com

major shareholders
18
DIRECT AND INDIRECT CONTROL OF FRANCE TELECOM
18.2 DIRECT AND INDIRECT CONTROL OF FRANCE TELECOM
Pursuant to Law n o. 2003-1365 of December 31, 2003 and
Decree n o. 2004-387 of May 3, 2004, and since the sale by
the French Government of an additional 10.85% of the France
Telecom share capital on September 7, 2004, the specifi c control
procedures over France Telecom by the French Government
no longer apply. Nevertheless, pursuant to the Decree-Law
of October 30, 1935, the Board of Directors must still include
representatives of the French Government in proportion to the
number of France Telecom shares held by the Government.
Thus on the date of this document, the Government has
three representatives out of a total of 15 members of the
France Telecom Board of Directors (if, during the Annual
Shareholders’ Meeting of June 9, the resolution proposing
the nomination of Stéphane Richard as director is adopted,
the Government will have three representatives out of a total
of 16 members of the Board of Directors).
Furthermore, as the main shareholder, the French Government,
acting in concert with the FSI (see Section 18.1 Distribution of
share capital and voting rights), could, in practice, given the
low participation rate for shareholders’ meetings and in the
absence of any other signifi cant shareholder block, determine
the outcome of shareholder votes on any matter submitted
for a simple majority vote at the Shareholders’ Meetings.
However, the Government does not hold any “golden share”,
(a form of share which does not exist in France Telecom’s share
capital), or any other special advantage other than the right to
have representatives on the Board of Directors as described
above. France Telecom feels there is no risk that the French
Government’s control will be improperly exercised.
Aside from the French Government and the FSI, no individual or
corporate body, either directly or indirectly, exerts or could exert
control over France Telecom on their own, jointly or in concert.
To the best of France Telecom’s knowledge, there is no
agreement which, if implemented, could, at a later date, entail a
change in its control.
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2009 REGISTATION DOCUMENT / FRANCE TELECOM
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