REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad

21. ADDITIONAL INFORMATION
21.1 SHARE CAPITAL
b) The right to attend Shareholders’ Meetings is subject to the following conditions:
• holders of registered shares must ensure that their shares are recorded in the share register held by the
Company or its authorized intermediary.
• holders of bearer shares must ensure that their shares are recorded in the bearer share account held by their
authorized intermediary, as evidenced by a participation certificate provided by said intermediary (in
physical or electronic form).
These formalities must be completed by 12:00 a.m. (Paris time) on the third working day preceding the meeting
concerned.
c) Any shareholder who cannot attend a meeting in person may choose one of the following three options:
• to be represented by another shareholder or his or her spouse; or
• to vote by mail using a form which may be obtained by following instructions provided in the notice of
meeting; or
• to send a proxy to the Company without indicating a representative. In this case, the Chairman of the
meeting will vote in favor of resolutions presented or approved by the Board of Directors and against all
other proposed resolutions. In order to vote otherwise, the shareholder must appoint a representative who
agrees to vote as instructed by the shareholder.
21.2.5.4 Meeting officers (Bureau) (Article 27 of the bylaws)
Shareholders’ Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a director
appointed by the Board for that purpose. Where the meeting is called by the Statutory Auditors or a courtappointed
representative, the meeting is chaired by the party calling the meeting. Where necessary, the meeting
elects the chair.
The role of teller (scrutateur) is filled by the two shareholders present who hold the largest number of votes,
either in their own right or as proxies, and agree to serve in this capacity. Those two meeting officers appoint a
secretary, who need not be a shareholder.
The meeting officers are responsible for verifying, certifying and signing the attendance register, overseeing
deliberations, resolving matters that arise during the meeting, monitoring the voting process, ensuring that it is
properly applied, and overseeing preparation of the minutes.
21.2.5.5 Quorum and voting in Shareholders’ Meetings (Article 28 of the bylaws)
Subject to the double voting rights described in Section 18.2 of this registration document, in Ordinary and
Extraordinary Shareholders’ Meetings, each shareholder has a number of votes equal to the number of shares
owned or represented.
The quorum is calculated based on the total number of shares making up the Company’s share capital, less any
shares stripped of voting rights, in accordance with the applicable laws and the Company’s bylaws.
An Ordinary Shareholders’ Meeting cannot validly deliberate on first call unless the shareholders present,
represented or voting by mail hold at least one-quarter of the voting rights. No quorum is required on second call.
The Shareholders’ Meeting adopts decisions by a majority of the votes cast by shareholders present, represented
or voting by mail.
An Extraordinary Shareholders’ Meeting cannot validly deliberate unless the shareholders present, represented or
voting by mail hold at least one-third of the voting rights on first call and one-quarter on second call. If a quorum
is not reached on second call, the second Shareholders’ Meeting may be postponed to a date later than the initial
scheduled date, not to exceed two months. The Extraordinary Shareholders’ Meeting adopts decisions by a
two-thirds majority of the votes cast by the shareholders present, represented or voting by mail. In the event of a
capital increase through capitalization of reserves, profits or premiums, the quorum and majority voting rules for
Ordinary Shareholders’ Meetings apply.
198 - Iliad – Registration Document 2007