2019 Annual financial report

Chapter 8. Company information and capital structure

At December 31, 2017

Shares held

% of the share capital (1)

Voting rights

% of voting rights (2)


A) Shareholders holding more than 5% of the share capital

A) Shareholders holding more than 5% of the share capital

Shares held

 

A) Shareholders holding more than 5% of the share capital

% of the share capital (1)

 

A) Shareholders holding more than 5% of the share capital

Voting rights

 

A) Shareholders holding more than 5% of the share capital

% of voting rights (2)


 

Élisabeth Badinter(3)

Élisabeth Badinter(3)

Shares held

16,700,967

Élisabeth Badinter(3)

% of the share capital (1)

7.24%

Élisabeth Badinter(3)

Voting rights

33,401,934

Élisabeth Badinter(3)

% of voting rights (2)


13.26%

Harris Associates LP(4)

Harris Associates LP(4)

Shares held

16,995,711

Harris Associates LP(4)

% of the share capital (1)

7.37%

Harris Associates LP(4)

Voting rights

16,995,711

Harris Associates LP(4)

% of voting rights (2)


6.75%

B) Treasury shares held

B) Treasury shares held

Shares held

4,331,920

B) Treasury shares held

% of the share capital (1)

1.88%

B) Treasury shares held

Voting rights

-

B) Treasury shares held

% of voting rights (2)


-

C) Public (registered and bearer shares)

C) Public (registered and bearer shares)

Shares held

192,599,127

C) Public (registered and bearer shares)

% of the share capital (1)

83.51%

C) Public (registered and bearer shares)

Voting rights

201,524,895

C) Public (registered and bearer shares)

% of voting rights (2)


79.99%

Total

Total

Shares held

230,627,725

Total

% of the share capital (1)

100.00%

Total

Voting rights

251,922,540

Total

% of voting rights (2)


100.00%

(1) Percentages are calculated based on the total number of shares issued by the Company, including treasury shares.
(2) Percentages are calculated based on the total number of shares issued by the Company (percentage of voting rights that can be exercised at the General Shareholders’ Meeting), excluding treasury shares with no voting rights, and counting the double voting rights attached to some shares.
(3) Élisabeth Badinter fully owns 2.53% of shares (4.63% of voting rights) and is the beneficial owner of 4.71% of shares with her children having bare ownership of the underlying shares (8.63% of voting rights).
 (4) Acting as an investment adviser for managed funds and clients.

The Company and the AMF were notified, in accordance with article L. 233-7 of the French Commercial Code, that legal thresholds had been crossed in the following cases by:

  • Harris Associates LP acting as investment adviser for clients and managed funds, which made its declaration by letter received on:
    • January 18, 2019, that it had crossed under the threshold of 5% of the Company’s voting rights on January 15,
    • February 11, 2019, that it had crossed over the threshold of 5% of the Company’s voting rights on February 7;
  • BlackRock Inc. acting as investment adviser for clients and managed funds, which made its declaration by letter received on:
    • April 7, 2020, that it had crossed over the threshold of 5% of the Company’s share capital on April 6.

The most recent exhaustive survey available at September 24, 2019, which looked at information on identifiable bearer shares (titres au porteur identifiables) and registered shares managed by CACEIS Corporate Trust, indicated that 3.3% of the share capital was held by individual shareholders.

8.2.2 Control of the Company

At December 31, 2019, to the best of its knowledge, the Company was not controlled and was not subject to any agreement nor commitment linking one or several shareholders, company, foreign government or other natural or legal person operating individually or conjointly with regard to the direct or indirect holding of its share capital or under its control, and there existed no agreement of which the fulfillment could cause a change in the Company’s control at a later date.

8.2.3 Agreements concerning a possible change of control or that might influence a takeover bid

The information required by article L. 225-37-5 of the French Commercial Code can be found in this Universal Registration Document as follows: the capital structure is described in Sections 3.2.3, 8.2 and 8.3, the existence of double voting rights provided for in the Company’s bylaws(article 21) is mentioned in Section 8.1.6, rules applicable to the appointment and replacement of members of the Management Board, as well as the amendment of the Company’s bylaws , are specified in the Company’s bylaws (articles 10 to 12 and 23) and summarized in the aforementioned Section 8.1.6, the existence of authorizations and delegations granted by the Company’s General Shareholders’ Meeting to the Management Board regarding share issuance and buyback is mentioned in Sections 8.3.1 and 8.3.3.

It is also specified that, to the best of the Company’s knowledge, no agreements exist requiring payment of indemnities, in the event of a takeover bid, to the members of the Management Board or employees if their employment should end as a result of this takeover bid.

Certain loan agreements include change in control clauses.