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190
OTHER GENERAL INFORMATION
Other information regarding the capital and the shareholding structure
Distribution of profi ts and payment of
dividends (extracts from Article 24 of the
Articles of Association “Company fi nancial
statements – Distributions”)
Where net income for the fi scal year enables it, and after deduction
of funds for the legal reserves, the Shareholders’ Meeting may,
at the Executive Board’s proposal, withhold such amounts as it
deems useful, either to carry forward to the following year, or to
allocate to one or more general or specifi c reserve funds, or to
distribute to shareholders.
The Shareholders’ Meeting to approve the fi nancial statements
for the fi scal year may opt to grant all shareholders the option of
payment in cash or in shares of all or part of the dividend to be
distributed or paid in advance, under the conditions provided for by
law and regulations in force at the date of its decision.
Any shareholder other than an individual:
(1) Owning directly or indirectly at least 10% of the rights to
Company dividends when pay out is made, and
(2) Whose specifi c situation, or the situation of whose partners
directly or indirectly owning 10% or more of the rights to
dividends in respect of payment of any dividend, makes the
Company liable to 20% withholding tax under Article 208 C II
(iii) of the French General Tax Code (“withholding tax”) (such
shareholder being hereinafter called “subject to withholding
tax”), will, when payment of the dividend is made, owe to the
Company the sum payable by the Company as withholding tax
in respect of the aforementioned distribution. In the absence
of a declaration that a threshold has been exceeded under the
terms laid down in Article 8, or in the absence of notifi cation of
the confi rmation or information specifi ed in Article 23.3 before
the required deadline, any shareholder in the Company directly
or indirectly owning 10% or more of the rights to Company
dividends on the day dividends are paid will be presumed to be
subject to withholding tax.
When a number of shareholders are subject to withholding tax,
each will owe to the Company the share of the withholding
tax payable by the Company to which that shareholder’s
direct or indirect shareholding will have given rise. Whether a
shareholder is subject to withholding tax is assessed at the
date of payment of a dividend. Payment of any dividend to a
shareholder subject to withholding tax will be by entry in that
shareholder’s individual current account (on which no interest is
paid), with the current account being repaid in fi ve (5) business
days from that entry after offsetting with the sums payable by
the shareholder subject to withholding tax to the Company
under the provisions of this article. The Shareholders’ Meeting
may grant each shareholder the option of payment in cash or
in shares for all or part of the dividend to be distributed or paid
in advance. Where a dividend is paid in shares, a shareholder
subject to withholding tax will receive part in shares and the rest
in cash (with that portion being paid by entry in an individual
current account), so that the offsetting mechanism described
above may be applied to the portion of the dividend paid by
entry in an individual current account, it being specifi ed that
ANF • 2009 ANNUAL REPORT
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Contents
no fractional shares will be created and that the shareholder
subject to withholding tax will receive an amount in cash equal
to the value of any fractional shares.
Shareholders’ Meeting – notices – meetings
(extracts from Article 23 of the Articles
of Association)
1. Shareholders’ Meetings are called and held in the conditions
provided for by law.
2. Each share entitles to one vote. However, double voting rights
are carried by all shares entirely paid up and for which proof of
registration under one shareholder’s name for a period of two
(2) years is provided. When capital is increased by incorporating
reserves, profi ts or share issue premiums, double voting rights
are awarded at issue to registered bonus shares granted to a
shareholder in respect of existing shares carrying this right.
Any share which is converted to bearer form, or which is
transferred to another holder, relinquishes the double voting
right. However, the transfer of ownership by inheritance,
liquidation of joint ownership between spouses, or inter vivos
gift to a spouse or relative who is an heir, does not cause vested
rights to be lost and does not interrupt the time period in the
preceding clause.
3. Meetings are held either at the registered offi ce or in another
place specifi ed in the meeting notice.
A right to attend the Company’s Shareholders’ Meetings is
conferred by registration of the shares in the shareholder’s
name or the fi nancial intermediary acting on it behalf (under the
conditions provided for by law) on the third business day prior
to the meeting, at midnight (Paris time):
• for registered shareholders: in the registered share accounts of
the Company;
• for bearer shareholders: in the bearer share accounts kept by
the authorized intermediary, under the conditions provided for
by the regulations in force.
All shareholders may attend the meetings either in person or by
proxy. All shareholders may also participate by voting by mail
under the conditions provided for by laws and regulations in
force. To be taken into account, a mail ballot must be received
by the Company no later than three (3) business days prior to
the date of the meeting.
All shareholders, other than individuals, owning either directly
or indirectly 10% or more of the rights to Company dividends,
must confi rm or negate the information declared pursuant to
Article 8, paragraph 4 of the Articles of Association no later than
fi ve (5) business days prior to the date of the meeting.
4. The meetings are chaired by the Chairman of the Supervisory
Board or, in his absence, by the Vice-Chairman. In the absence
of both, the meeting elects its own Chairman.
5. Minutes of meetings are taken and copies or extracts thereof
are certifi ed and delivered in accordance with the law.
OTHER GENERAL INFORMATION PRO FORMA FINANCIAL INFORMATION ANNUAL FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS INFORMATION ABOUT ANF DESCRIPTION OF THE BUSINESS