Annual report 2008 - Altarea Cogedim

General information
For as long as the Company is subject to the regime set out
in article 208 C of the French General Tax Code, the amount
of any distributions shall be determined in accordance with
the provisions of the second, third and fourth paragraphs of
article 208 C II of the French General Tax Code such that
the Company may benefit from the provisions set out in the
first paragraph thereof.
The general meeting of shareholders may also resolve to
distribute sums from other reserves available to it, provided
the law so permits.
The annual general meeting of shareholders, voting to
approve the financial statements for the year, may decide
to give each shareholder the option of receiving all or part
of the dividend in cash or in ordinary shares issued by
the Company, in accordance with the applicable law and
regulations.
The General Partner is entitled to a priority dividend equal
to 1.5% of the annual dividend paid.
Save in the event of a capital reduction, no distribution may
be made to the shareholders if the Company’s net equity is
or would as a result of the distribution become lower than
the amount of share capital plus any reserves which are not
distributable by law.
All of the foregoing is without prejudice to any future
issuance of non-voting preferred shares.
A Relevant Shareholder whose own position or the position of
its shareholders causes the Company to become liable for the
withholding (the “Withholding“) referred to in article 208 C II
ter of the French General Tax Code (a “Liable Shareholder“)
shall compensate the Company for the Withholding arising
upon any distribution of dividends, reserves, share premiums
or “income deemed to be distributed“ within the meaning of
the French General Tax Code.
All Relevant Shareholders are deemed to be Liable
Shareholders. A shareholder claiming not to be a Liable
Shareholder must provide evidence thereof to the Company
no later than five (5) business days before the distribution
payment date in the form of a satisfactory unqualified
legal opinion from a law firm of international repute and
with recognised expertise in French tax law, certifying that
the shareholder is not a Liable Shareholder and that the
distributions made to it will not cause the Company to
become liable for the Withholding.
Should the Company directly or indirectly hold a percentage
of the dividend rights at least equal to that referred to in
article 208 C II ter of the French General Tax Code in one or
more of the sociétés d’investissements immobiliers cotées
referred to in article 208 C of the French General Tax Code
(a “SIIC Subsidiary“) and should a SIIC Subsidiary have
paid the Withholding as a result of a Liable Shareholder, that
Liable Shareholder shall, as the case may be, compensate
the Company either for the sum paid by way of compensation
by the Company to the SIIC Subsidiary in respect of the SIIC
Subsidiary’s payment of the Withholding or, if the Company
has not paid any compensation to the SIIC Subsidiary, for
a sum equal to the Withholding paid by the SIIC Subsidiary
multiplied by the percentage of dividend rights held by the
Company in the SIIC Subsidiary, such that the Company’s
other shareholders do not bear any portion of the Withholding
paid by any of the SIICs in the chain of holding as a result
of the Liable Shareholder (the “Additional Compensation“).
The amount of Additional Compensation shall be borne
by each of the Liable Shareholders in proportion to their
respective dividend rights divided by the aggregate dividend
rights held by all Liable Shareholders.
The Company is entitled to set off the compensation due
from any Liable Shareholder against the sums due to be paid
by the Company to that Liable Shareholder. Accordingly, the
sums due to be distributed in respect of each share held
by the Liable Shareholder from the Company’s tax-exempt
earnings under article 208 C II of the French General Tax
Code pursuant to a distribution decision or a share buyback
will be reduced by the amount of the Withholding due by
the Company in respect of the distribution of those sums
and/or the Additional Compensation.
In the case of a distribution paid in shares, each Liable
Shareholder will receive a portion of the sums distributed
in shares inasmuch as no fractional shares will be created,
and the balance in cash. The shares will be booked on an
individual current account so that the set-off mechanism
described above can be applied to that portion of the
distribution.
The amount of any compensation due by a Liable Shareholder
will be calculated in such a way that the Company shall be in
the exactly same position after payment of the compensation
and taking account of any related tax effects, as it would
have been had the Withholding not been payable.
Should it transpire that (i) after a distribution of dividends,
reserves or share premiums, or “income deemed to be
distributed“ within the meaning of the French General Tax
Code made from the tax-exempt earnings of the Company or a
SIIC Subsidiary under article 208 C II of the French General
Tax Code, a shareholder was in fact a Liable Shareholder
on the distribution date and that (ii) the Company or SIIC
Subsidiary should have paid the Withholding in respect of
the sums paid to the Liable Shareholder and said sums
were paid without application of the reduction mechanism
described above, the Liable Shareholder will be required to
pay the Company compensation for its loss in a sum equal
to the Withholding that the Company would then have to pay
in respect of each share held by that Liable Shareholder on
the distribution date, plus where applicable the amount of
the Additional Compensation (together the “Indemnity“).
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