Annual report 2008 - Altarea Cogedim

The Company has the right to set off the Indemnity due
against all sums that might subsequently be paid to the
Liable Shareholder without prejudice where applicable to
the prior application to said sums of the reduction described
above. Should, after such set-off, the Liable Shareholder
still owe the Company any sums in respect of the Indemnity,
the Company may once again set off the outstanding
balance against any sums that might subsequently be paid
to the Liable Shareholder until the debt has been fully
extinguished.
(k) General meetings (Article 28 of the Articles of
Association)
(i) Calling of meetings
Shareholders’ meetings are called and take place in
accordance with the provisions of the law.
Notice of meetings may be given be electronic means
provided that the shareholders have given their prior written
consent.
Meetings take place at the registered office or any other
place indicated in the notice of meeting.
(ii) Proxies
All shareholders may attend meetings in person or by
proxy, regardless of the number of shares held, simply by
providing proof of identity and evidence that they were
shareholders of record at least three days before the date
of the meeting. The Managers may reduce or cancel this
three-day requirement, provided the same conditions apply
to all shareholders alike.
Corporate shareholders may take part in shareholders’ meetings
through their legal representatives or any other person duly
appointed for the purpose by their legal representatives.
(iii) Double voting rights
Double voting rights are attached to all fully paid shares that
have been registered in the name of the same shareholder
for at least two years and to any bonus shares paid up by
capitalising reserves, retained earnings or share premiums
that are issued in respect of shares entitled to double voting
rights. The double voting rights cease ipso jure if the shares
are converted to bearer shares or transferred to another
name, save in the case of inheritance, division of estate
between divorcing spouses or gifts inter vivos to a spouse or
other person of an eligible degree of relationship.
At the annual general meeting on 20 May 2009, shareholders
will be asked to abolish the double voting rights. Immediately
before the meeting, a special class meeting of holders of
shares carrying double voting rights will be convened to vote
on the abolition of double voting rights, subject to approval
at the annual general meeting.
(iv) Ceiling on voting rights
The number of voting rights that may be exercised by
each limited partner in general meetings is equal to the
number of voting rights attached the shares they own up to
a maximum limit of 60% of the voting rights attached to all
shares comprising the share capital.
(v) Voting by mail and videoconferencing
Voting by mail takes place in accordance with the provisions
of the law and regulations.
Shareholders may attend and vote at all meetings by
videoconferencing or any other electronic means that
permits their identification in accordance with the law and
regulations, except for the annual general meeting held to
approve the financial statements.
(vi) Chairman – officers of the meeting
General meetings are chaired by the Manager or one of the
Managers if there is more than one. If the meeting is called
by the Supervisory Board, it is chaired by the Chairman of the
Supervisory Board or one of its members designated to that
effect. Failing that, the meeting elects its own chairman.
Minutes of meetings are drawn up and copies certified and
issued in accordance with the law.
(vii) Form of shares (Article 10 of the Articles of
Association)
Fully paid up shares may be in either registered or bearer
form, at the shareholder’s option.
However, any shareholder other than a natural person who
comes to own, directly or through its controlled entities
within the meaning of article L. 233-3 of the French
Commercial Code, a percentage of the Company’s dividend
rights at least equal to the percentage referred to in article
208 C II ter of the French General Tax Code (a “Relevant
Shareholder“) must hold all its shares in registered form
and ensure that its controlled entities within the meaning
of article L. 233-3 of the French Commercial Code do
likewise. Should a Relevant Shareholder fail to comply
with this requirement no later than the third business day
before the date of a general meeting, its voting rights held
directly or indirectly through its controlled entities within
the meaning of article L. 233-3 of the French Commercial
Code will be restricted at that meeting to one tenth of the
shares held respectively by them. The Relevant Shareholder
will recover all the voting rights attached to the shares it
owns directly or through its controlled entities within the
meaning of article L. 233-3 of the French Commercial Code
at the next general meeting, provided that the position has
been remedied by the conversion of all the said shares to
registered form no later than the third business day before
the date of the meeting.
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