Annual report 2001 - GL events

24 25
General Meeting of bearer shares registered in account
held by them. These formalities must be carried out no
later than five days before the General Meeting is held.
The Board of Directors can, however, shorten or eliminate
these deadlines.
The bearers of registered shares shall be admitted to
meetings on simple proof of identity ; the owners of
bearer shares shall be admitted on proof that they filed
certificates as provided above.
Admission to the Meeting shall be open to any registered
shareholders on simple proof of identity. The Board of
Directors may, however, if it deems so necessary, remit
personal admission cards bearing the shareholder’s name
to shareholders.
Rights to vote (article 25 of the statutes)
At General Meetings, each member of the meeting shall
have as many votes as the shares he owns or represents
without limitation. However, a double right to vote
compared to that granted to other shares, considering
the portion of capital they represent, shall be allocated
to all shares paid in full and with proof of registration
of at least three years in the name of the same
shareholder.
In case of capital increase by capitalization of reserves,
or by exchange of shares when shares are pooled or
divided, the double right to vote shall be allocated to
shares granted by reason of registered shares, provided
that such shares have been kept in registered form as
from allocation thereof. This double right to vote shall
be granted at the end of a three year period as from
registration in registered form of the shares by reason
of which they were allocated.
The merger or the break-up of the Company shall have
no impact on the double right to vote which may be
exercised within the beneficiary company if its articles
of association instituted a double right to vote.
Appropriation of the earnings (article 28 of the statutes)
On the profits of the financial year, reduced if the case
may be by previous losses, a deduction of at least one
twentieth, thereof shall be set aside to form a reserve
fund known as “legal reserve” limited to one tenth of
the authorized capital. The legal reserve shall be funded
when, for any reason whatsoever, the said fund falls
below this fraction of the authorized capital.
The distributable profits shall be comprised of the
profits of the financial year less any previous losses and
sums set aside in reserve in application of the law or
articles of association and increased by the retained
earnings.
On this profit, the Meeting shall set aside any sums that
it deems appropriate so as to fund any optional,
ordinary or extraordinary reserve funds or to carry
forward.
The balance, if any, shall be allocated between all the
shares in proportion to the paid up and unredeemed
amount thereof.
However, except when the capital is reduced, no
payment may be made to shareholders when the equity
capital falls or as a result thereof falls below the
amount of the authorized capital, increased by reserves
which pursuant to the law or articles of association
cannot be distributed.
The General Meeting may decide to distribute sums
drawn from the reserves at its disposal. In this case, the
decision shall expressly specify the reserve accounts
from which the deductions were drawn.
Losses, if any, once the financial statements have been
approved by the General Meeting, shall be posted in a
special account under liabilities on the balance sheet so
that they may be charged.
Threshold crossing (article 12 of the statutes)
On top of the obligation to inform the company when
acquiring certain fractions of rights to vote attached to
the capital, any natural or legal shareholder acquiring
or controlling directly or indirectly, or even together
with other shareholders in accordance with the law, 2.5 %
at least of the capital and/ or rights to vote of the
company, must inform the company by registered letter
with acknowledgment of receipt within the 15 days of
the threshold crossing and indicate whether the shares
are owned or not on behalf, under the control or
together with other natural or legal persons. This
procedure must be renewed with every acquisition of
each additional fraction of 2.5 % of the capital and/ or
rights to vote up to the threshold of 50 % of the
capital.
Place where the legal documents and information concerning the company can be consulted :
at the registered office of the company : Route d’Irigny – Zone Industrielle – 69530 BRIGNAIS