REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad
REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad
REGISTRATION DOCUMENT AND FINANCIAL REPORT - Iliad
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- iliad
- iliad.fr
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21. ADDITIONAL INFORMATION<br />
21.1 SHARE CAPITAL<br />
Shareholders who participate in a meeting by videoconference or other means of telecommunications technology<br />
that allows shareholders to be identified and complies with the terms and conditions prescribed by the applicable<br />
regulations are deemed present for the purpose of calculating the quorum and voting majority.<br />
21.2.6 Articles of the bylaws likely to have an impact on a change in control<br />
Not applicable.<br />
21.2.7 Disclosure thresholds (Article 12 of the bylaws)<br />
Any individual or legal entity, acting alone or in concert, that comes to hold or control, directly or indirectly, a<br />
number of shares representing 1% or more of the Company’s capital or voting rights must disclose to the<br />
Company, within five trading days of the date the threshold was crossed, the total number of shares and voting<br />
rights held, as well as the number of securities convertible, redeemable, exchangeable or otherwise exercisable<br />
for shares. The disclosure must be made by certified mail, return receipt requested, or by any equivalent method<br />
outside France in the case of non-resident shareholders.<br />
The same disclosure formalities must be carried out whenever the portion of capital or voting rights held<br />
increases or decreases by any multiple of 1%.<br />
In the event of failure to comply with these disclosure requirements, the shares in excess of the relevant threshold<br />
will be stripped of voting rights for all Shareholders’ Meetings held within the two-year period from the date<br />
when the omission is remedied, at the request of one or more shareholders holding at least 1% of the Company’s<br />
capital or voting rights, as evidenced in the minutes of the Shareholders’ Meeting.<br />
21.2.8 Specific provisions governing changes in the Company’s share capital<br />
As there are no specific provisions in the Company’s bylaws relating to this issue, any changes in the Company’s<br />
share capital are subject to the provisions of the applicable laws governing French joint-stock corporations.<br />
21.2.9 Form of shares and identification of shareholders (Article 9 of the bylaws)<br />
Except as provided by law, fully paid shares can take the form of registered or bearer shares, at the option of the<br />
shareholder. However, they must be held in registered form until they are fully paid.<br />
The Company is entitled to request at any time, under the terms and conditions provided for by the applicable<br />
laws and regulations, that the securities clearing house provide it with the name, address, nationality, date of birth<br />
(or, in the case of corporate shareholders, the year of incorporation), of holders of bearer shares and other<br />
securities redeemable, exchangeable, convertible or otherwise exercisable for shares carrying rights to vote at<br />
Shareholders’ Meetings, as well as the number of shares held by each party and any restrictions applicable to the<br />
securities.<br />
After reviewing the information provided by the clearing house, if the Company believes that individuals or legal<br />
entities featured on the list may be holding securities on behalf of third parties, it is entitled to request the<br />
clearing house, or the listed parties themselves, under the same terms and conditions, whether they are holding<br />
the securities on their own account or on behalf of a third party, and if so, to provide the Company with<br />
information identifying those third parties. If the identity of the owner(s) of the relevant shares is not disclosed,<br />
any vote or proxy issued by the registered intermediary will not be recognized.<br />
21.2.10 Fiscal year<br />
The Company’s fiscal year begins on January 1 and ends on December 31 of each calendar year.<br />
21.2.11 Distribution of dividends (Article 32 of the bylaws)<br />
The method of distributing dividends is determined by vote at Shareholders’ Meetings or, when necessary, by the<br />
Board of Directors.<br />
<strong>Iliad</strong> – Registration Document 2007 - 199