registration document France Telecom 2009 - Orange.com

21 MEMORANDUM
additional information
AND BYLAWS
represent, either on their own behalf or as proxies, the greatest
number of votes. The offi cers shall name a secretary, who does
not have to be a shareholder. The mission of the meeting’s
offi cers is to verify, certify and sign the attendance sheet, ensure
the proper conduct of debates, settle any incidents occurring
during the meeting, check the votes cast and ensure their
legality and ensure that minutes of the meeting are drawn up.
The minutes shall be prepared, and copies or excerpts of the
deliberations shall be issued and certifi ed as required by law.
Ordinary Shareholders’ Meeting
Ordinary Shareholders’ Meetings are the meetings called to
make any and all decisions that do not amend the Bylaws. An
Ordinary Meeting shall be convened at least once a year within
six months of the end of each fi nancial year in order to approve
the annual and consolidated fi nancial statements for the year
in question or, in case of postponement, within the period
established by court order. Its deliberations upon fi rst notice are
valid only if the shareholders present, represented or voting by
mail represent at least one fi fth of the shares entitled to vote .
Upon the second notice, no quorum is required. Decisions are
made by a majority of votes held by the shareholders present,
represented by proxy, or voting by mail.
Extraordinary Shareholders’ Meeting
Only the Extraordinary Shareholders’ Meeting is authorized to
amend any and all provisions of the Bylaws. It may not, however,
increase shareholder commitments, except for properly
executed transactions resulting from a share consolidation.
Subject to any legal provisions applicable to capital increases
made by capitalizing reserves, profi ts or additional paidin
capital, its deliberations are valid only if the shareholders
present, represented or voting by mail represent on the fi rst
notice of meeting at least one fourth, and on the second notice,
one fi fth of the shares entitled to vote . If the latter quorum is
not reached, the second meeting may be postponed to a date
no later than two months after the date for which it was called.
Subject to the same condition, the second meeting shall make
decisions by a two-thirds majority of the shareholders present,
represented by proxy, or voting by mail.
21.2.6 Provisions having the
effect of delaying, deferring
or preventing a change
in control
None.
Factors that may have an impact in the event of a public offer, as
set out in Article L. 225-100-3 of the French Commercial Code,
are covered in Section 21.3.
21.2.7 Declarations of crossing
of thresholds
(Article 9 of the Bylaws)
In addition to the legal obligation to inform the Company and the
AMF when thresholds of 5%, 10%, 15%, 20%, 25%, 33 1/3%,
50%, 66 2/3%, 90% and 95% of the capital and voting rights are
crossed, any individual or legal entity, acting alone or in concert
with others, who acquires, either directly or indirectly, as defi ned
by Articles L. 233-7 et seq. of the French Commercial Code, a
number of shares, voting rights or securities issued representing
shares equal to 0.5% of the capital or voting rights in France
Telecom is required, within fi ve trading days from the date of
registration of securities that result in reaching or crossing such
threshold, to report to France Telecom by registered letter with
return receipt, the total number of shares, voting rights and
securities giving access to share capital that such individual or
entity owns.
This declaration must be repeated in accordance with the
conditions indicated above each time a new 0.5% threshold is
reached or crossed, whether crossing above or below, for any
reason whatsoever, including beyond the 5% threshold.
In the event of failure to comply with any of the provisions set
forth above, the shareholder or shareholders in question shall be
deprived of the voting rights attached to any shares or securities
in excess of the thresholds, subject to legal provisions and limits,
if one or more shareholders holding at least 0.5% of the capital
or voting rights so requests at an Annual Shareholders’ Meeting.
21.2.8 Changes in the share capital
(Article 7 of the Bylaws)
The share capital may be increased, decreased or amortized in
accordance with applicable legal provisions.
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM