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General information about the CompanyInformation about the Company 5Financial yearThe Company’s financial year covers a twelve-month period from 1 January to 31 December.Dividends (Articles 12 and 22 of the Articles of Association)Each share entitles its holder to a proportion of the Company’sprofits and net assets equal to the proportion of capital representedby the share.At least 5% of profit for the year, less any losses brought forwardfrom prior years, is transferred to the legal reserve until suchtime as the legal reserve represents one-tenth of the share capital.Further annual transfers are made on the same basis if the legalreserve falls below one-tenth of the share capital.Distributable income is composed of profit for the year less any prioryear losses and amounts appropriated to reserves in compliance withthe law or the Articles of Association, plus any retained earnings.Shareholders in a General Meeting may decide to appropriate allor part of this amount to any discretionary reserves or to retainedearnings.The balance is then distributed among shareholders pro rata totheir shareholding.The Company’s shareholders may decide to pay a dividend outof distributable reserves, stipulating the reserve accounts fromwhich the dividend is to be deducted.The methods of payment for dividends are determined by shareholdersin a General Meeting or by the Board of Directors in theabsence of a decision by the shareholders.The General Meeting may offer shareholders the option of receivingall or part of the dividend in the form of cash, new shares inthe Company or other assets. The Board of Directors may alsooffer this option in relation to an interim dividend in compliancewith the law.General MeetingsNotice of meetings(Article 20 of the Articles of Association)General Meetings are called by the Board of Directors or, wherenecessary, by the Statutory Auditors or any duly authorisedperson. Only matters on the agenda may be discussed at thesemeetings.Irrespective of the number of shares held and in accordance withthe applicable law and regulations, all shareholders have the rightto participate in General Meetings, either in person, by proxy, orby casting a postal vote, subject to presentation of proof of identityand ownership of their shares.In accordance with the applicable law and regulations, shareholdersmay send their proxy/postal voting forms for Ordinaryor Extraordinary General Meetings either in paper format or, ifauthorised by the Board of Directors in the notice of meeting, inelectronic form.Postal and proxy votes will only be taken into account if receivedby the Company at least three days before the meeting. Thistimeframe may be shortened upon the decision of the Board ofDirectors. Electronic voting forms may, however, be received by theCompany until 3.00 p.m. CET on the day preceding the meeting.Shareholders who have indicated their intention to attend aGeneral Meeting or who have lodged postal or proxy votes maystill sell or transfer all or some of the shares to which said attendance,postal vote, or proxy relates. However, where any such saleor transfer takes place prior to midnight CET on the third businessday preceding the meeting, the Company will cancel oramend the related proxy, postal vote, admittance card or shareownership certificate accordingly.Voting rights(Article 21 of the Articles of Association)Currently, and since the Company was created, the voting rightsattached to the Company’s shares are based on the proportion ofcapital those shares represent, with each share carrying one vote.Consequences of the reverse stock split approved by theShareholders’ Meeting of 26 June 2012By way of derogation from the paragraph above, up to14 November 2014, any non-consolidated (i.e., pre-reverse split)Sequana shares (previously with a par value of €1.50) carry onevoting right, while any consolidated (i.e., post-reverse split) shareswith a par value of €9 carry six voting rights, such that the numberof voting rights attached to outstanding shares is based on theproportion of capital those shares represent.After this date, i.e., as from 15 November 2014, the distinctionbetween pre- and post-reverse split shares will no longer apply, andany one share in the Company will carry at least one voting right.Sequana | 2012 Document de référence (English version) | 185