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21ADDITIONAL INFORMATION21.2. Constitutional documents and by-laws“The Board of Directors can include as present for thecalculation of the quorum and the majority, any directorsattending the meeting of the Board of Directorsby video-conference or any other appropriate telecommunicationmethod in accordance with thestatutory and regulatory provisions in force.”21.2.2.5. Powers of the Board of Directors(article 19 of the by-laws)The powers of the Board of Directors are those whichare conferred on it by law. The Board shall exercisethese powers within the limit of the corporate purposeand subject to those which are expressly allottedby law to shareholders’ meetings.21.2.2.6. Remuneration of the Board of Directors(article 20 of the by-laws)The Board of Directors receives in remuneration ofits activity an annual fixed sum, by way of attendancefees, which amount determined by the GeneralMeeting is maintained until a decision to the contrary.The Board of Directors freely allocates the attendancefees among its members.21.2.2.7. General Management (article 21 of the by-laws)Principles of the exercise of General ManagementIn accordance with the provisions of articleL. 225-51-1 of the French Commercial Code, theGeneral Management of the Company is assumed,either by the President of the Board of Directors,or by another individual appointed by the Board ofDirectors and who takes the title of CEO.This option of how the General Management is to beexercised is taken by the Board of Directors for theduration that it determines. The Board of Directorspasses a resolution based on the majority of the directorspresent or represented.The choice of the Board of Directors is communicatedto shareholders and third parties in accordance withapplicable regulations.The Board of Directors can decide at any time tochange the way General Management is exercised.General ManagementDepending on the option chosen by the Board ofDirectors, in accordance with the provisions above,the General Management of the Company is undertakeneither by the President of the Board, orby a CEO, an individual appointed by the Board ofDirectors. In the event that the functions of Presidentof the Board and of CEO are separated, the resolutionof the Board of Directors which appoints theCEO must set his term of office, determine his remunerationand, if necessary, limit his powers.Subject to the legal limitations, the CEO, whetherhe is President of the Board or not, is invested withthe widest powers to act in any circumstance in thename of the Company. However, by way of rules ofprocedure, and without this limitation being opposableby third parties, the Board of Directors will beable to limit the extent of his powers.The age limit for the appointment of a CEO is fixed at75; the term of office of a CEO shall end at the end ofthe first annual Ordinary General Meeting followingthe date of his 75th birthday.The CEO may be dismissed at any time by the Boardof Directors.At the proposal of the CEO, the Board of Directorscan appoint one or more individuals, up to five innumber, tasked to assist the CEO and who will assumethe title of Deputy CEO.The age limit for the appointment of a CEO and aDeputy CEO is fixed at 75; the term of office of aDeputy CEO shall end at the end of the first annualOrdinary General Meeting following the date of his75th birthday.21.2.3. Rights, privileges and restrictions attached to theshares21.2.3.1. Rights and obligations attached to the shares(article 9 of the by-laws)Each share gives a right to a share proportional tothe capital that it represents in the income and thecorporate assets.If applicable, and subject to the obligatory legal prescriptions,all tax exemptions or charges or any taxationthat the Company may bear will be applied tothe total number of shares without distinction beforemaking any reimbursement within the duration of thecompany or at its liquidation, so that all shares ofthe same category existing at that time receive thesame net sum whatever their origin and their dateof creation.Every time there is a requirement to own a certainnumber of shares in order to exercise a right, it is theresponsibility of the owners who do not have this192 VICAT 2010 registration document
21ADDITIONAL INFORMATION21.2. Constitutional documents and by-lawsnumber of shares to deal with putting the requirednumber of shares together.Shares cannot be divided up with respect to theCompany.When a share is burdened with usufruct, the rightsand obligations of the beneficial owner and the bareowner are governed by the law.The rights and obligations attached to the share followthe ownership, no matter who acquires it.21.2.3.2. Voting rights (article 26 of the by-laws)Each member of the meeting has as many votes ashe has or represents shares.The voting rights attached to shares in capital orrights are proportionate to the share of the capitalthat they represent and each share confers a rightto one vote.However, voting rights double those conferred onbearer shares are allotted to all paid up shares forwhich a personal registration has been proved for atleast four years in the name of the same shareholder,at the end of the calendar year preceding the dateon which the meeting in question is held.In the event of a capital increase by incorporation ofreserves, profits or issue premiums, double votingrights will be conferred, as of their issue, on registeredshares allotted for free to a shareholder pursuantto old shares in respect of which he enjoysthis right.These double voting rights will automatically ceaseto be attached to any share having been convertedto a bearer share or on a transfer of title.Nonetheless, the transfer by inheritance, by liquidationof common property held by spouses or bygift inter vivos to the benefit of a spouse or a relationranking as entitled to inherit does not result inthe loss of acquired rights.The list of registered shares benefiting from doublevoting rights is maintained by the officers of theMeeting.In the event of property stripping of a share, thevoting right belongs to the bare owner exceptfor decisions concerning attribution of results, inwhich case the voting right is reserved to the beneficialowner.21.2.4. Procedures for modifying the rights of theshareholderssModification of rights attached to the shares is subjectto the legal regulations. The by-laws not stipulatingspecific provisions, only an Extraordinary GeneralMeeting is qualified to modify the rights of the shareholders,in accordance with the legal provisions.21.2.5. General Meetings21.2.5.1. Nature of General Meetings(article 23 of the by-laws)The General Meeting, regularly constituted, representsall the shareholders; its decisions taken in accordancewith the law and with the by-laws bind all shareholders.An annual Ordinary General Meeting must be held eachyear within six months of the end of the financial year;General Meetings, or Ordinary General Meetings heldextraordinarily, or Extraordinary General Meetings, canalso be held at any time of the year.21.2.5.2. Form and periods of notice(article 24 of the by-laws)Ordinary and Extraordinary General Meetings areconvened and conducted in accordance with conditionsset by law. Meetings take place on the dayand at the time and place indicated on the conveningnotice.21.2.5.3. Attendance and representation at Meetings(article 25 of the by-laws)Any shareholder may participate in the Meetings inperson or by proxy on proof of ownership of his/hershares in the form either of registration of registeredshares or the deposit of bearer shares the locationsidentified in the notice convening the Meeting; thisformality must be completed no later than three daysbefore the date of the Meeting.Participation in the Ordinary General Meetings is subjectto proof of ownership of at least one share.At its meeting on February 25, 2011, the Board ofDirectors decided to recommend to the CombinedGeneral Meeting of shareholders, on May 6, 2011, themodification of article 25 of the by-laws as follows:The first paragraph is modified as follows :“Any shareholder can attend, personally or througha representative, the Meetings by providing proof ofownership of their shares if it is proven by law and theregulations in force, for his shares to be registered inhis name or that of his registered representative, in2010 registration document VICAT 193
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ReGIstRAtIonDoCUMent& FInAnCIALAnnU
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ContentsPage1 Person responsible fo
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1PeRsonResPonsIBLe FoRtHe ReGIstRAt
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3seLeCteDFInAnCIALInFoRMAtIon3.1. o
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3SELECTED FINANCIAL INFORMATION3.2.
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3SELECTED FINANCIAL INFORMATION3.2.
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4RIsK FACtoRs4.1. risks relating to
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4RISK FACTORS4.1. Risks relating to
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4RISK FACTORS4.3. Legal riskswhich
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4RISK FACTORS4.5. Risks related to
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5InFoRMAtIonABoUttHe CoMPAnY5.1. Hi
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INFORMATION ABOUT THE COMPANY5.2. I
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INFORMATION ABOUT THE COMPANY5.2. I
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6BUsInessoVeRVIeW6.1. overview of t
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6BUSINESS OVERVIEW6.2. Group streng
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6BUSINESS OVERVIEW6.2. Group streng
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6BUSINESS OVERVIEW6.3. Description
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7oRGAnIsAtIonCHARt7.1. Simplified l
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7ORGANISATION CHART7.2. Information
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7ORGANISATION CHART7.2. Information
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REAL ESTATE, FACTORIES AND EQUIPMEN
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9eXAMInAtIonoF tHe FInAnCIALPosItIo
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EXAMINATION OF THE FINANCIAL POSITI
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10CAsH FLoWAnD eQUItY10.1. EQuItY 8
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Cash flow and equity10.2. Cash flow
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Cash flow and equity10.3. INDEBTEDN
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Cash flow and equity10.3. INDEBTEDN
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10Cash flow and equity10.4. ANALYSI
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RESEARCH AND DEVELOPMENT, PATENTS A
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Information on trends12.2. Trends a
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13PRoFIt FoReCAstsoR estIMAtesThe C
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14ADMINISTRATION AND GENERAL MANAGE
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14ADMINISTRATION AND GENERAL MANAGE
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ADMINISTRATION AND GENERAL MANAGEME
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15ReMUneRAtIonAnD BeneFIts15.1. rem
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15REMUNERATION AND BENEFITS15.2. Pe
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16oPeRAtIon oFtHe ADMInIstRAtIVeAnD
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OPERATION OF THE ADMINISTRATIVE AND
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OPERATION OF THE ADMINISTRATIVE AND
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17EMPLOYEES17.1. Overview17.1.1. Br
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17EMPLOYEES17.1. OverviewHuman Reso
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EMPLOYEES17.4. Shareholding of the
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18PRInCIPALsHAReHoLDeRs18.1. distri
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19oPeRAtIonsWItH ReLAteD19.1. contr
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19OPeRATIONS with related19.3. Stat
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Financial information on the assets
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Page 218 and 219: GLossARY216 VICAT 2010 registration
Page 220 and 221: GLOSSARyCarbonationCEMCEM I(formerl
Page 222 and 223: GLOSSARyElectrostatic filterExhaust
Page 224 and 225: GLOSSARyMixerApparatus used to mix
Page 226: GLOSSARySilica fumeSiloSlagStandard
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