Atari 2011 Annual Report Download - page 120

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ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
120
registrar for holders of registered shares, no later than three calendar days prior to the meeting. A certificate showing that
the relevant shares are deposited must be provided by the financial intermediary and included with the mail ballot form.
The Board of Directors may refuse to allow shareholders or their proxies to vote by mail or attend Shareholders'
Meetings if they fail to comply with the Articles of Incorporation and applicable regulations. Shareholders may participate
in meetings by means of video conferencing or other electronic telecommunications technology, as provided for by
decree.
Quorum and majority rules
The Annual Shareholders' Meeting may validly transact business and vote whenever one-fifth or more of the voting
shares are represented. If that quorum is not present, a new meeting must be convened no sooner than six days after
the original meeting. Business may be transacted at that second meeting regardless of the portion of shares represented
but only to the extent that it was included in the order of business of the first meeting.
Decisions at Annual Shareholders' Meetings are taken by a majority of the votes cast by shareholders present, voting by
mail or represented by proxies.
The Extraordinary Shareholders' Meeting may transact business and vote provided that the shareholders present or
represented by proxies hold at least one quarter of the voting rights when the meeting is convened on first call and one-
fifth of the voting rights when convened on second call; if this quorum is not present, the second meeting may be
rescheduled no more than two months thereafter, subject to exceptions provided by law.
Decisions at Extraordinary Shareholders' Meetings are taken by a two-thirds majority of the votes cast by shareholders
present, voting by mail or represented by proxies.
IDENTIFICATION OF SHAREHOLDERS (ARTICLE 10 OF THE BYLAWS)
The Annual Shareholders' Meeting of December 17, 2001 resolved to amend the Company’s Bylaws in order to take into
account the provisions of Article L. 228-3-3 of the French Commercial Code, which provide that shareholders who fail to
comply with provisions designed to identify the owners of shares may be disqualified from voting, failing which, the
dividends on their shares may be suspended or cancelled.
REPORTING THRESHOLDS (ARTICLE 10 OF THE BYLAWS)
Pursuant to the seventeenth resolution of the Shareholders' Meeting of December 16, 1999, Article 10 of the Company's
Articles of Incorporation provides that individuals or legal entities, acting alone or in concert, must report any increase or
decrease in the number of shares that they hold, either directly or indirectly, which causes their equity interest or voting
rights to rise above or to fall below 2% of the capital stock or voting rights, or any multiple thereof. Reports must be sent
to the Company's registered office by registered letter, return receipt requested, no later than five trading days after any
such threshold has been crossed and must state the number of securities held with a present or future right to equity and
the number of attached voting rights. Mutual fund management companies must report this information for the aggregate
number of the Company's shares held by the funds that they manage. Failure to comply with the foregoing obligation
may, at the request of one or more shareholders owning 5% or more of the shares outstanding or voting rights, which
request shall be recorded in the minutes of the Shareholders' Meeting, cause the portion of shares in excess of the
number that should have been reported to be barred from voting at said meeting and at any subsequent meeting held
within two years of the date on which they were properly reported.
CHANGES IN CAPITAL (ARTICLE 9 OF THE BYLAWS)
The Company’s capital may only be changed in accordance with the applicable law and regulations. The Articles of
Incorporation contain no provisions placing restrictions on changes in the Company’s capital that are more stringent than
those imposed by law.
GENERAL INFORMATION CONCERNING THE COMPANY'S CAPITAL
CHANGES IN SHARE CAPITAL AND RIGHTS
Changes in share capital and the rights attached to shares outstanding are governed solely by the applicable laws, as
the Articles of Incorporation do not contain specific provisions on such changes.
SHARE CAPITAL
As of March 31, 2011, the Company had 24,328,970 shares with a par value of €1 each issued and outstanding, fully
paid up, with a nominal value of €24,328,970.