6 - Vicat

ADDITIONAL INFORMATION2121.2. CONSTITUTIONAL DOCUMENTS AND BY-LAWSThe agenda for the Meetings is drawn up by theauthor of the convening notice ; however, one ormore shareholders meeting the legal conditions canunder the conditions stipulated by law require draftresolutions to be included in the agenda.21.2.5.5. Minutes (article 28 of the by-laws)The deliberations of the General Meeting are notedin minutes drafted under the conditions prescribedby the applicable regulations ; copies or extractsof these minutes are certified according to suchregulations.21.2.5.6. Quorum and majority – Competence(article 29 of the by-laws)Ordinary and Extraordinary General Meetings takingdecisions quorate and under the majority conditionsprescribed by the provisions governing them respectivelyshall exercise the powers that are allotted tothem by law.21.2.6. Provisions having the effect of delaying,deferring or preventing a change of controlNot applicable.21.2.7. Exceeding the ownership thresholdAside from the legal and regulatory measures relatingto exceeding the ownership threshold, the followingmeasures apply (article 7 of the by-laws) :With a view to identifying bearer shares, the Companyhas the right, at any time, under the conditions andaccording to the details foreseen by the legal andregulatory provisions, to ask the central custodianof financial instruments for the name or trade name,nationality, year of birth or year of constitution andaddress of the holders of securities giving immediateor future voting rights in its shareholder meetings, aswell as the number of shares held by each of themand if applicable, the restrictions that may apply tothe shares.After following the above procedure and on the basisof the list provided by the custodian, the Companymay ask, either by the intermediary of the centralcustodian or directly from the persons who appearon this list and who the Company considers couldbe registered on behalf of a third party, the sameinformation concerning the owners of the shares.The information is provided directly to the financialintermediary authorised to hold the account, whoprovides it to the Company or to the aforementionedcentral custodian depending on the situation.In the case of are registered shares giving access tocapital immediately or in the future, the intermediarywho is registered on behalf of an owner who is nota resident of France, must reveal under the terms ofthe law and regulations the identity of the owners ofthese shares as well as the quantity of shares held byeach of them, on request from the Company or itsagent, which can be made at any time.For as long as the Company considers that someshareholders of bearer or registered shares, whoseidentity has been made known to it, hold shares onbehalf of third party shareholders, the Companyis entitled to ask these shareholders to reveal theidentity of the owners of these shares as well as thequantity of shares held by each of them under theconditions set out above.Subsequent to this request, the Company may askany legal entity who owns its shares and has a shareholdingof more than 1.5 % of its capital or votingrights to reveal the identity of the persons holdingdirectly or indirectly more than one third of the sharecapital or voting rights of this legal entity that areexercised in its General Meetings.When the person subject to a request made in accordancewith the above provisions has not providedthe information thereby requested within the legaland regulatory period or has provided informationthat is incomplete or incorrect with respect to itsquality or to the owners of the shares or to the quantityof shares held by each of them, the shares thatgive immediate or future access to the capital and forwhich this person was registered are deprived of votingrights for any meeting of shareholders that takesplace until their identification is regularised, and thepayment of the corresponding dividend is deferreduntil this date.Moreover, in the event that the registered person intentionallyignores the above provisions, the courtin whose jurisdiction the Company has its registeredoffice may, on request from the Company or fromone or more shareholders holding at least 5 % of thecapital, decide the total or partial deprivation, for atime period not exceeding five years, of the votingrights attached to the shares that have been subjectto the request for information and if need be, for thesame period, of the corresponding dividend.Besides the thresholds foreseen by the legal andregulatory provisions in force, any natural or legal194 VICAT - 2009 registration document