Atari 2010 Annual Report Download - page 138

ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
138
number of shares shall not have any claim against the Company in this respect and shall be responsible for purchasing
the necessary number of shares to be eligible for such allocation or exchange.
APPROPRIATION OF EARNINGS (ARTICLES 24 AND 25 OF THE BYLAWS)
The income or loss for each fiscal year is calculated by deducting from net revenue all General and other business
expenses, including allowances for depreciation, amortization and provisions.
The following amounts are first deducted from income for the year, net of previous losses, if any:
• at least 5% for the legal reserve; this deduction is no longer mandatory after the reserve reaches one-tenth of
capital, but sums must again be set aside if that ratio is not maintained, for any reason; and
• all other amounts required by law to be set aside as reserves.
The balance, combined with retained earnings from previous periods, represents distributable earnings, which the
Shareholders’ Meeting may, in its discretion, allocate to the shares in the form of dividends, or to reserves or retained
earnings.
The Shareholders’ Meeting may, in addition, decide to distribute sums from reserves available to it. If this is the case, the
relevant resolution must clearly indicate from which reserves the sums are to be withdrawn.
Dividends are paid on the date and at the location set by the Shareholders’ Meeting or, failing which, by the Board of
directors, no later than nine months after the end of the fiscal year.
The Board of directors may distribute one or more interim dividends prior to approving the financial statements for the
year.
The Annual Shareholders’ Meeting to which the financial statements for the year are submitted may decide to offer
shareholders the choice of receiving some or all of their dividends or interim dividends in the form of either shares or
cash.
Rights to dividends that remain uncollected five years after their payment date lapse in accordance with the law.
CHANGE IN THE RIGHTS OF SHAREHOLDERS (ARTICLE 21 OF THE BYLAWS)
The Extraordinary Shareholders’ Meeting may make any changes in the Articles of Incorporation permitted by law.
However, it may not cause shareholders to incur additional obligations without the unanimous approval of all
shareholders.
SHAREHOLDERS' MEETINGS (ARTICLES 19, 20 AND 21 OF THE BYLAWS)
Notice of meetings and attendance
Annual Shareholders' Meetings are called in accordance with the law for the holders of fully paid-up stock, regardless of
the number of shares they own on the date of the meeting. Notice of the meeting must be given at least fifteen days prior
to the date of the meeting on first call, and six days prior to a meeting convened on second call, by means of an
announcement published in a newspaper authorized to publish legal notices in the district (département) where the
Company’s registered office is located, or by letter sent to the last known address of each shareholder.
Each share entitles its owner to one vote.
There are no restrictions on the participation by shareholders at meetings:
• holders of shares in registered form who wish to participate must ensure that their shares are duly registered in
the records of the Company's registrar at least three business days prior to the meeting;
• holders of shares in bearer form who wish to participate must deposit their shares with their financial
intermediary or banker at least three business days prior to the meeting. The deposit of their shares is
evidenced by a certificate issued by the authorized intermediary.
All shareholders may attend Shareholders' Meetings:
• holders of shares in registered form must apply to the Company's registrar for an admission card at least five
days prior to the date of the meeting. The document will be sent to them directly by the registrar;
• holders of shares in bearer form must apply for an admission card from their financial intermediary, which will
forward applications to the registrar (together with a certificate showing that the shares are deposited, confirmed
at least three business days prior to the meeting), and the admission card will be mailed to the shareholder.
Shareholders may elect to be represented by another shareholder or by their spouse only. Proxies, drawn up in
accordance with applicable regulations, must be delivered to:
• the registrar, for holders of registered shares;