6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September, 2005
ALCATEL
(Exact name of Registrant as specified in its Charter)
54,
rue la Boétie,
75008, Paris, France
(Address of Registrants principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101 (b) (1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101 (b) (7):
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): __________
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
|
|
|
|
Alcatel
|
|
|
By: |
/s/
Jean-Pascal Beaufret |
|
|
|
Jean-Pascal Beaufret |
|
|
|
Chief Financial Officer |
|
|
Date:
September 19th, 2005
Alcatel hereby incorporates by reference this Form 6-K into the Registration Statements on Form
F-3, Registration No. 333-119301.
2
ARTICLES OF ASSOCIATION AND BY-LAWS
May 20, 2005
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE
RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH
LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH
LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
ARTICLES OF ASSOCIATION AND BY-LAWS
Article 1 Legal Form
The Company, made up of holders of existing shares and shares that may be issued in the future, is
in the form of a société anonyme governed by the statutory and regulatory provisions in force at
present and in the future and by the present Articles of association and by-laws.
Article 2 Purpose
The purpose of the Company in all countries shall be:
|
1/ |
|
The study, the manufacture, the development and the business of all devices, equipment
and software relating to domestic, industrial, civilian or military applications and other
applications related to electricity, telecommunications, data processing, electronics,
space industry, nuclear power, metallurgy and generally to all means of production and
transmission of power or communications (cables, batteries and other components) and all
possible activities related to operations and services in connection with the
above-mentioned means. |
|
|
2/ |
|
The acquisition, the use and the sale or transfer of all patents, licenses, royalties,
manufacturing processes and secrets, knack, patterns, trademarks or software related to the
devices and equipment mentioned in the above paragraph. |
|
|
3/ |
|
The creation, the acquisition, the use, the transfer, the leasing of all industrial or
commercial premises, factories, buildings, equipment and machines of any kind, necessary or
useful for the implementation of its objects. |
|
|
4/ |
|
The acquisition of equity participations in any company, association, partnership,
French or other, irrespective of its legal form, object and activity. |
|
|
5/ |
|
The management of shares and securities, investment by any means whatsoever, and in
particular by acquisition, increase in capital, take-over or merger. |
|
|
6/ |
|
The creation, the acquisition, the taking of lease or granting, the management of all
companies, French or others, whatever their activities, and in particular in the financial,
industrial, commercial, mining, agricultural fields or connected to the activities
described in paragraph 1. |
|
|
7/ |
|
The management of its own assets, fixed or moveable, and of any assets, irrespective of
their structure. |
The above shall be carried out by the Company, directly or indirectly, by way of forming companies,
contributions, subscription or purchase of securities or corporate rights, merger, take-over,
capital investment by a silent partner, partnerships or in any other way.
4
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
In general, the Company may carry out all industrial, commercial, financial operations, fixed or
moveable property, connected, directly or indirectly, wholly or in part, to the above-mentioned
object and to similar or related objects.
Article 3 Name
The name of the Company is:
ALCATEL.
Article 4 Registered office
The registered office is at 54, rue La Boétie, 75008 Paris.
Article 5 Duration
Except in the case of an early termination or extension agreed by an extraordinary Shareholders
Meeting, the duration of the company shall be ninety nine years as of July 1, 1987.
Article 6 Capital
The share capital is set at 2 610 910 922. It is made up of 1 305 455 461 shares with a nominal
value of 2 each, wholly paid up.
Article 7 Form, registration, holders, tresholds of shares
Shares shall be registered until fully paid up.
Fully paid-up shares shall be registered or bearer shares as the Shareholder chooses, subject to
the provisions of (2) below. Further to the statutory requirement to notify the Company of certain
percentage share holdings, any Shareholder, natural or legal person holding a number of Company
shares equal to or in excess of:
1/ |
|
2% of the total number of the shares must, within a period of five trading days from the date on
which this share ownership threshold is reached, inform the company of the total number of
shares that he owns, by letter or fax. This notification shall be renewed under the same
conditions each time a further threshold of 1% is reached. |
|
2/ |
|
3% of the total number of the shares must, within a period of five trading days from the date on
which this share ownership threshold is reached, request the registration of his shares. This
obligation to register shares shall apply to all the shares already held as well as to any
which might be acquired subsequently in excess of this threshold. The copy of the request for
registration, sent by letter or fax to the company within fifteen days from the date on which
this share ownership threshold is reached, shall be deemed to be a notification that the
threshold has been reached. A further request shall be sent in the same conditions each time a
further threshold of 1% is reached, up to 50%. |
Calculation of the thresholds in (1) and (2) above shall include indirectly held shares and shares
equivalent to existing shares as defined in Article L. 233-7 and seq. of the Commercial Code.
Shareholders must certify that all securities owned or held as defined in the preceding paragraph
are included in each such declaration and must also indicate the date(s) of acquisition.
5
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
Should Shareholders not comply with the provisions set forth in (1) and (2) above, voting rights
for shares exceeding the declarable thresholds shall, at the request of one or more Shareholders
holding at least 3% of share capital, be withdrawn under the conditions and within the limits laid
down by law.
Any shareholder whose shareholding falls below either of the thresholds provided for in (1) and (2)
above must also inform the company thereof, within the same period of five days and in the same
manner.
Shares shall be materialized by registration in the owners name in the books of the issuing
Company or of an authorized intermediary.
Transfers of registered securities shall be made from one account to another. The registration,
transfer and disposal of securities shall be carried out in accordance with the laws and
regulations in force.
Where the parties are not exempted from such formalities by law, the Company may require
certification of signed declarations, transfer or assignment orders in accordance with the laws and
regulations in force.
The Company may, in accordance with the laws and regulations in force, request from all
organizations or authorized intermediaries any information concerning Shareholders or holders of
securities with immediate or future voting rights, their identity, the number of securities they
hold and the possible limitations imposed on them.
Article 8 Paying-up of the shares
The total amount of the shares issued by way of increase in capital and to be paid-up in cash is
payable under the conditions set out by the Board of Directors. The calling-up of capital is
notified to the subscribers and Shareholders at least ten days before the date fixed for each
payment, by a notice inserted in a legal journal appearing in the place where the registered office
of the Company is situated, or by individual recorded delivery.
Any delay in the payment of sums due shall incur, in itself, and without the need for any
formalities, the payment of interest at the legal rate, on a daily basis, starting from the date of
the demand for payment without prejudice to the personal action that the Company can exercise
against the defaulting Shareholder and the means of enforcement provided for by law.
Article 9 Rights and obligations of shares
Each share shall give entitlement to Company assets and distribution of profits in the proportions
set out in Articles 24 and 25 below, with the exception of rights attached to shares of different
categories that may be created.
Tax charges shall be levied as a whole on all shares without distinction, such that each share in a
same Class shall give entitlement to payment of the same net amount on any distribution or
reimbursement made during the Companys term or on liquidation.
Shareholders shall be liable only up to the nominal amount of each share held. Any call to pay in
capital in excess of such amount is prohibited.
Dividends and income from shares issued by the Company shall be paid under the conditions
authorized or provided for by the regulations in force and in such a way as the Shareholders
Meeting or, failing that, the Board of Directors, shall decide.
Rights and obligations shall remain attached to a share regardless of who holds the share.
Ownership of a share entails as of right acceptance of the Companys Articles of association and
by-laws and of resolutions of the Shareholders Meeting.
6
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
Shares are indivisible with regard to the Company; joint owners of shares must be represented by a
single person. Shares with usufruct must be identified as such in the share registration.
Article 10 Creditors of Shareholders
Creditors of a Shareholder may not, by whatsoever means, cause the goods or assets of the Company
to be placed under seal, divided or sold by auction and may not interfere in any way with the
Companys management. In the exercise of their rights they must rely on Company records and
resolutions of Shareholders Meeting.
Article 11 Issuance of securities representing debt
The company may contract borrowings as and when needed by means of the issuance of securities
representing debt, under the conditions provided by law.
Article 12 Management
The Company shall be managed by a Board of Directors consisting of no less than six and no more
than eighteen members except where this number is exceeded as in the event of a merger under the
terms laid down by law.
Without prejudice to statutory conditions pertaining to percentages of seats on the board and valid
employment contracts, two of the directors must at the time of their appointment be both salaried
employees of the Company or of an affiliate and members of a mutual fund in accordance with the
conditions set out below.
All mutual funds meeting the conditions below may nominate candidates for appointment to the Board
of Directors.
With regard to the above provisions:
1) |
|
An affiliate of the Alcatel group shall be defined as any company in which Alcatel directly
or indirectly holds at least half of the voting rights or any company in which an Alcatel
affiliate directly or indirectly holds at least half of the voting rights. |
|
2) |
|
The mutual funds referred to above are those formed as a result of a Company share holding
scheme in which the Company or an affiliate is a participant and having at least 75% of its
portfolio in Company shares. |
If for any reason one of the directors appointed by the Shareholders Meeting as provided above
should no longer meet the joint conditions defined above (employee of the group or an affiliate and
member of a mutual fund), he shall automatically be deemed to have retired one calendar month after
the joint conditions are no longer met.
Should the number of directors meeting the joint conditions as defined above (employment in the
group and membership of a mutual fund) fall below the number set in the present Article for any
reason whatsoever, the Board of Directors must make up its numbers within three months either by
cooption or by calling a Shareholders Meeting to appoint a director meeting the required
conditions.
Each director must hold at least 500 Company shares.
7
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
Article 13 Term of office and maximum age of Director
Directors may be re-elected subject to the conditions below.
A director appointed to replace another director shall hold office only for the remainder of his
predecessors term of office.
The Shareholders Meeting shall set the directors terms in such a way that board membership is
renewed as far as possible in similar proportions. Directors terms may not exceed four years for
those appointed from the Shareholders Meeting dated May 16, 2000.
The maximum age for holding a directorship shall be 70. This age limit does not apply if less than
one third, rounded up to the nearest whole number, of serving directors have reached the age of 70.
No director over 70 may be appointed if as a result more than one third of the serving directors
rounded up as defined above, are over 70.
If for any reason whatsoever the number of serving directors over 70 should exceed one third as
defined above, the oldest director(s) shall automatically be deemed to have retired at the ordinary
Shareholders Meeting called to approve the accounts of the financial year in which the proportion
of directors over 70 years was exceeded, unless the proportion was re-established in the interim.
Directors representing legal persons shall be taken into account when calculating the number of
directors to which the age limit does not apply.
Directors representing legal persons must replace any 70 year old representative at the latest at
the ordinary Shareholders Meeting called to approve the accounts of the financial year in which
such representative reached the age of 70.
Article 14 Non-voting observers
On the chairmans recommendation, the Board of Directors may submit to the ordinary Shareholders
Meeting the appointment of one or two observers. The number of observers may not exceed six.
The observers shall be called to meetings of the Board of Directors and shall participate in a
consultative capacity.
They shall be appointed for a six year term which may be renewed or revoked at any time.
They may or may not be Shareholders and may receive a remuneration set annually by the ordinary
Shareholders Meeting and distributed by the Board of Directors.
Article 15 Board Meetings
1. |
|
The Board shall meet as often as required in the interest of the company at the corporate
headquarters or any other location decided by the Chairman. |
|
|
|
The meeting is called by the Chairman as stipulated by law, by any means, even verbally, and
may be called at the request of the Chief Executive Officer or at least one-third of the
directors. |
|
|
|
An agenda clearly stating matters to be discussed shall be attached to each notice of meeting. |
|
|
|
In the event the Chairman and the Vice-Chairman or Chairmen cannot attend, the Chairman or, if
he does not do so, the Board may designate for each meeting the director who shall chair the
meeting. |
8
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
2. |
|
Any director, whether a natural person or the standing representative of a legal person, may
give another director power of attorney to represent him at a board meeting; the authorized
agent must show proof of his power of attorney at the start of the meeting. Directors may hold
only one power of attorney per meeting which shall be valid for a specific meeting only. |
|
|
|
Except where prohibited by law, directors who participate in the board meeting through
video-conferencing methods, the type and use of which are defined by current regulations, shall be
deemed present at the meeting for the calculation of quorum and majority. |
|
3. |
|
Except as stipulated in paragraph 2 of Article 16 below, for resolutions governing the choice
of management, resolutions shall be adopted under the quorum and majority laid down by law. In
the event of a tie, the chairman or the director acting as chairman shall have the casting
vote. |
|
4. |
|
The minutes of the meetings shall be drawn up and copies shall be certified and delivered in
accordance with the law. |
|
5. |
|
On the Chairmans proposal, the Board may authorize members of management or third parties to
attend Board meetings; they shall not have a vote. |
Article 16 Powers and Responsibilities of the Board
1. |
|
The Board of Directors is vested with complete authority granted to it by the legislation in
effect. |
|
|
|
The Board shall determine the business strategies of the company and shall ensure their
implementation. |
|
|
|
Subject to the authority expressly reserved for the Shareholders, and within the limits of the
corporate purpose, the Board of Directors shall deal with any question that affects the companys
operations, and governs the affairs of the company through its deliberations. |
|
2. |
|
The Board of Directors shall decide whether the management of the company will be performed
by the Chairman of the Board of Directors or by a Chief Executive Officer. |
|
|
|
The Board of Directors may deliberate on this choice only if at least two-thirds of its current
members are present. When it has been unable to deliberate because the required quorum is not
present, the Board of Directors must meet a second time to deliberate again within a maximum
period of ten days. |
|
3. |
|
The Boards decision with respect to the management method of the company shall be made by a
two-thirds majority of the directors present or represented, and shall remain valid until a
new decision from the Board. |
|
4. |
|
Each director shall receive all of the information necessary to perform the duties of his
office and may obtain any document he deems useful. |
|
5. |
|
Notwithstanding statutory provisions, particulary those concerning the chairman of the Board
of Directors or the Chief Executive Officer, if he is a director, directors do not in the
exercise of their management enter into any personal or joint undertaking with regard to the
Companys commitments; within the limits set by the laws in force, they shall only be liable
for performance of their appointed duties. |
Article 17 Chairman, Vice-Chairmen, Chief Executive Officer,
Senior Executive Vice Presidents, and Secretary
« Président, Vice-Président, Directeur général, Directeurs généraux délégués et Secrétaire »
1. |
|
The Board of Directors shall appoint a Chairman from among its members by a simple majority
of the directors present or represented for a term not to exceed his term as director. |
9
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
|
|
The Chairman of the Board of Directors shall perform the missions assigned to him by law; in
particular, he shall ensure the proper functioning of the companys governing bodies. He shall
chair meetings of the Board of Directors, organize the work of the Board, and ensure that the
directors are able to fulfill their mission. |
|
|
|
The Board of Directors shall appoint, if it so wishes, one or more Vice-Chairman, and shall set
their term of office which may not exceed their term as director. The Vice-Chairman, or the most
senior Vice-Chairman, shall perform the duties of the Chairman when he is unable to do so. |
|
2. |
|
If the Board does not confer management of the company to the Chairman, it shall appoint a
Chief Executive Officer from among the directors or from outside the Board, by a simple
majority of the directors present or represented, and shall set the term of his office, which
shall in no case exceed the term of his office as director. |
|
3. |
|
The Chief Executive Officer is invested as of right with the fullest power to act in all
circumstances as the Companys behalf, within the limits of the corporate purpose and subject
to the powers expressly invested in Shareholders Meetings by law and the powers specifically
invested in the Board of Directors. |
|
|
|
The Chief Executive Officer shall represent the company in its relations with third parties. He
shall represent the company in the courts. |
|
|
|
When the Chairman of the Board of Directors assumes the management of the company, the provisions
of this Article and the law governing the Chief Executive Officer shall apply to him. |
|
4. |
|
On the proposal of the Chief Executive Officer, the Board of Directors may authorize one or
more persons to assist him, who shall have the title of Senior Executive Vice-President. |
|
|
|
A maximum of five Senior Executive Vice-Presidents may be appointed. |
|
|
|
The scope and duration of the powers delegated to Senior Executive Vice-Presidents shall be
determined by the Board of Directors in agreement with the Chief Executive Officer. |
|
|
|
Senior Executive Vice-Presidents have the same authority as the Chief Executive Officer with
respect to third persons. |
|
|
|
In the event the office of Chief Executive Officer becomes vacant, the duties and powers of the
Senior Executive Vice-Presidents shall continue until the appointment of a new Chief Executive
Officer, unless otherwise decided by the Board of Directors. |
|
5. |
|
The Board of Directors on the recommendation of the Chairman or the Chief Executive Officer,
the chairman or the Chief Executive Officer themselves and the Senior Executive Vice President
or Vice Presidents, may, within the limits set by law, delegate such powers as they or he deem
fit, either for the management or conduct of the Companys business or for one or more
specific purposes, to all authorized agents, whether members of the board or not or member of
the Company or not, individually or as committees. Such powers may be standing or temporary
and may or may not be delegated to deputies. |
|
|
|
All or some of such authorized agents may also be authorized to authenticate all copies or
extracts of all documents for which certification procedures are not laid down by law, and in
particular all powers of attorney, Company accounts and Articles of association and by-laws, and
to issue all certificates pertaining thereto. |
|
|
|
Powers of attorney granted by the board of directors, the Chairman, the Chief Executive Officer
or the Senior Executive Vice President or Vice Presidents pursuant to the present Articles of
association and by-laws shall remain effective should the terms of office of the Chairman, the
Chief Executive Officer, the Senior Executive Vice President, or directors expires at the time
such powers of attorney were granted. |
|
6. |
|
The Board shall appoint a secretary and may also appoint a deputy secretary under the same
terms. |
10
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
Article 18 Age limit for the chairman, chief executive officer and deputy executive officers
The chief executive officer and deputy executive officers may hold office for the period set by the
board of directors, but this period shall not exceed their term of office as directors, if
applicable, nor in any event shall such period extend beyond the date of the ordinary shareholders
meeting called to approve the financial statements for the fiscal year in which they shall have
reached 68 years of age. The same age limit shall apply to the chairman of the board of directors
when he is also chief executive officer. When the chairman does not also occupy the position of
chief executive officer, he may hold office for the period set by the board of directors, but this
period shall not exceed his term of office as director, if applicable, nor in any event shall such
period extend beyond the date of the ordinary shareholders meeting called to approve the financial
statements for the fiscal year in which he shall have reached 70 years of age. He shall be able to
remain as a director in the terms set forth in article 13.
Article 19 Remuneration of Corporate Officers and Directors
1. |
|
The remuneration for the Chairman of the Board of Directors, the Chief Executive Officer, and
the Senior Executive Vice-President or Vice-Presidents shall be set by the Board of Directors.
Said remuneration may be fixed and/or proportional. |
|
2. |
|
The Shareholders Meeting may award and set directorsfees which shall remain unchanged until
amended by a new resolution. |
|
|
|
The board shall distribute said amount among the directors as it sees fit and as required by
law. |
Directors may not receive from the Company any remuneration, permanent or not, other than those
specified by the law or nor contrary to it.
Article 20 Statutory auditors
The ordinary Shareholders Meeting shall appoint at least two statutory auditors to undertake the
duties required by law. The auditors may be reappointed.
The Shareholders Meeting shall appoint as many deputy auditors as statutory auditors pursuant to
paragraph 1 above.
Article 21 Shareholders Meetings
1. |
|
Ordinary and extraordinary Shareholders Meetings shall be convened and held according to the
rules and procedures laid down by law. |
|
|
|
The duly constituted Shareholders Meeting shall represent all the Shareholders. |
|
|
|
Its decisions are binding on all Shareholders, including those not present or dissenting. |
|
2. |
|
Meetings shall take place at the registered office or at any other place specified in the
notice of Meeting. |
|
3. |
|
Any Shareholder may attend in person or be represented by proxy at the Meeting, on
justification of his identity and of ownership of his shares either by a registration of his
ownership or by depositing bearer shares with the holer at the places mentioned in the notice
of the Meeting; these formalities should be completed at least three days before the Meeting,
unless the Board of Directors decides otherwise. |
11
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
|
|
Subject to the terms and conditions defined by regulations and the procedures defined by the Board
of Directors, Shareholders may participate and vote in all Ordinary or Extraordinary Shareholders
Meetings by video-conferencing or any telecommunications method that allows identification of the
Shareholder. |
|
4. |
|
Subject to the conditions defined by regulations, Shareholders may send their proxy or mail
voting form for any Ordinary or Extraordinary Meeting either in paper form or, on the decision
of the Board of Directors published in the notices of Meetings, by remote transmission. |
|
|
|
In order to be considered, all necessary forms for votes by mail or by proxy must be received at
the Companys registered offices or at the location stated in the notice of the Meeting at least
three days before any ShareholdersMeeting. This time limit may be shortened by decision of the
Board of Directors. Instructions given electronically that include a proxy or power of attorney
may be accepted by the company under the conditions and within the deadlines set by the
regulations in effect. |
|
5. |
|
The Meeting may be rebroadcast by video-conferencing or remote transmission. If applicable,
this will be mentioned in the notice of Meeting. |
|
6. |
|
Any Shareholder who has demonstrated his intention to attend the Shareholders Meeting,
issued a mail vote, or given a proxy by producing a certificate of non-transferability issued
by the custodian of the shares may transfer all or part of the shares for which he has made
known his intention to attend the Meeting, transmitted his vote or proxy, provided that he
notifies the representative authorized by the company so as to allow his vote or proxy to be
canceled or the number of shares and corresponding votes to be changed, under the conditions
and within the deadlines stipulated by law and regulations. |
|
7. |
|
The Shareholders Meeting shall be chaired either by the Chairman or Vice Chairman of the
Board of Directors, or by a director appointed by the Board of Directors or by the Chairman. |
|
|
|
Shareholders shall appoint the officers of the Meeting made up of the Chairman, two tellers and a
secretary. |
|
|
|
The tellers shall be the two members of the Meeting representing the largest number of votes or,
should they refuse, those who comme after in descending order until the duties are accepted. |
|
8. |
|
Copies or extracts of the minutes may be authentificated by the Chairman of the Board of
Directors, the secretary of the ShareholdersMeeting, or the director appointed to chair the
Meeting. |
Article 22 Voting rights
Without prejudice to the following provisions, each member of the Shareholders Meeting has as many
votes as shares that he owns or represents.
However, double voting rights are attached to all fully paid up registered shares, registered in
the name of the same holder for at least three years.
Double voting rights shall be cancelled as of right for any share that is converted into a bearer
share or whose ownership is transferred. However, the period set here above shall not be
interrupted, nor existing rights cancelled, where ownership is transferred, the shares remaining in
registered form, as a result of intestate or testamentary succession, the division between spouses
of a common estate, or donation inter vivos in favor of a spouse or heirs.
12
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
Whatever number of shares a Shareholder possesses, directly and/or indirectly, he may not cast, as
single votes in his own name or as a proxy, more than 8% of the votes attached to the shares
present or represented when any motion at a Shareholders Meeting is put to the vote. This limit
may be exceeded if such Shareholder is further entitled to double votes, in his own name or as a
proxy, taking into account such additional voting rights only. However, the total number of votes
cast may not under any circumstances whatsoever exceed 16% of the votes attached to the shares
present or represented. Indirectly held shares and shares treated in the same way as owned shares
as defined by the provisions of Articles L 233-7 et seq. of the Commercial Code shall be taken into
account when applying the above mentioned limit.
The limitation instituted in the preceding paragraph automatically becomes null and void from that
time when an individual or a legal entity, acting alone or in concert with one or more individuals
or legal entities, comes to hold at least 66.66% of the total number of the Companys shares, as
the result of a public offering to purchase or exchange relating to all of the Companys shares.
The Board of Directors agrees that at the announcement of such offerings, such invalidation will
take effect.
The limitation instituted in paragraph 4 above does not apply to the chairman of the Shareholders
Meeting casting a vote pursuant to proxies received in accordance with the legal obligation
deriving from Article L. 225-106 al.7 of the Commercial Code.
Voting rights in all ordinary, extraordinary or special Shareholders Meetings belong to the
usufructuary.
Article 23 Financial year
The financial year shall begin on January 1st and end on December 31st.
Article 24 Allocation of profits
The difference between the proceeds and the expenses of the financial year, after provisions,
constitutes the profits or the losses for the financial year. From the profits, minus previous
losses, if any, shall be deducted the sum of 5% in order to create the legal reserves, until such
legal reserves are at least equal to 1/10th of the share capital. Additional
contributions to the legal reserves will be required if the legal reserves fall below, for any
reason, that fraction.
The distributable profits shall be the profits for the financial year minus the previous losses and
the above-mentioned deduction plus income carried over. The Shareholders Meeting, on a proposal
of the board, may decide to carry over some or all of the profits, to allocate them to reserve
funds of whatever kind or to distribute them to the Shareholders as a dividend.
Besides, the Shareholders Meeting may decide the distribution of sums deducted from the optional
reserves, either as initial or additional dividends or as special distribution. In this case, the
decision indicates clearly the items from which the said sums are deducted. However, the dividends
are deducted first from the distributable profits of the financial year.
The ordinary Shareholders Meeting may grant each Shareholder, for all or part of the dividend
distributed or the interim dividend, the option to receive payment of the dividend or interim
dividend in cash or in shares.
The Shareholders Meeting or the Board of Directors, in the case of an interim dividend, fix the
date from which the dividend shall be distributed.
13
THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED
AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.
SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH
AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.
Article 25 Dissolution and liquidation
The Shareholders Meeting, under the quorum and majority conditions laid down by law, may, at any
time and for any reason whatsoever, decide the early dissolution of the Company.
When the Company reaches its due date, or in the event of early dissolution, the Shareholders
Meeting shall decide the manner of liquidation, appoint one or more liquidators and set their
powers, their terms of office and their remuneration.
In the event of the death, resignation or indisposition of the liquidators the ordinary
Shareholders Meeting, called under the condition laid down by law, shall take steps to replace
them.
The Shareholders Meeting shall retain the same powers during liquidation as in the Companys
course of business.
On completion of the liquidation the Shareholders shall be called to approve the liquidators
accounts and discharge him and to record the closing of the liquidation.
The liquidator(s) shall carry out their duties under the conditions laid down by law. In
particular, they shall realize all the Companys movable and fixed assets, including by private
treaty, and extinguish all its liabilities. They may also, with the authorization of the
extraordinary Shareholders Meeting, transfer the Companys entire assets or contribute them to
another company, in particular by way of a merger.
Assets remaining after all liabilities have been extinguished shall first be used to pay
Shareholders a sum equal to the paid up and non-redeemed capital. Any surplus shall constitute
profits and shall be divided between all the Shareholders, subject to rights related to shares of
different classes, if any.
Article 26 Disputes
Any disputes that may arise during the Companys term or at its liquidation, whether between
Shareholders and the Company or between Shareholders themselves where they concern Company matters,
shall be subject to the jurisdiction of the competent courts.
14