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Shareholders’ Meetings are major events in the life of your Company, because they offer an opportunity for you to come together at least once a year and cast your vote on important issues.
Under French law, Shareholders’ Meetings can be either:
- Ordinary Meetings, which correspond to Annual Meetings in the United States and Britain. At these Meetings, which must be held
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within six months after the end of the fiscal year (December 31, in
the case of Accor), management presents detailed information on the Company’s business performance and financial results for the year, while shareholders are asked to approve the financial statements, set the dividend and, periodically, elect or re-elect directors and appoint or re-appoint the Company’s statutory auditors.
- Extraordinary Meetings, which correspond to Special Meetings in the United States and Britain. These Meetings can be called at any time to enable shareholders to vote on such issues as changes in the Company’s by-laws or authorizations to issue new shares.
- Combined Ordinary and Extraordinary Meetings, held on the same day, which generally correspond to the Annual General Meeting of Shareholders. This is often the form used by Accor.
To attend a Shareholders’ Meeting, your shares have to be recorded in the Company share register or with an authorized financial intermediary on the third day preceeding
the date of the meeting, which is announced several weeks in advance via financial notices published in the French business press, the Shareholders’ Letter, the Shareholders’ Calendar on this website and the Bulletin des Annonces Légales Obligatoires (BALO).
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If your Accor shares are registered, you will be
sent proxy documents at least two weeks ahead of
time. These include all of the documents you need to
make an informed decision on how to vote, such as an
overview of the Company’s business and financial
position, summary financial statements and the proposed resolutions. They also include a meeting
attendance card request form, a proxy, a postal voting form and a
form for requesting various documents and information, such as the
full financial statements and auditors' |
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reports.
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If your shares are in bearer form, you should be able to obtain these documents from your bank or broker. You may also request them by e-mail.
You may choose 1) to attend the Meeting by
requesting an attendance card, 2) to vote by mail,
or 3) to give proxy to the Chairman of the
Shareholders’ meeting or to your spouse or to a
designated Accor shareholder. In each case, you
simply fill out the appropriate form with your name
and address and then date and sign it. Registered
shareholders should send the form to Société
Générale (Service Assemblées Générales – 32, rue du
Champ de Tir – BP 81236 – 44312 Nantes cedex 3 –
France). Bearer shareholders should send
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the form to their banker of broker, which will
transfer the vote form to Société Générale with the certificate of
ownership indicating that the shares have been recorded in your
account at the appropriate date (see above).
If you do not receive your attendance card in time, you may still come to the Meeting. Assuming you have your certificate of ownership (if your shares are in bearer form), you will be issued an attendance card at the registration desk. This is not the usual procedure, however, and we request that you avoid it if at all possible
Shareholders’ Meetings may exercise the powers vested in them by law only if the relevant
quorum is fulfilled. In the case of Ordinary Meetings, 20% of shares carrying voting rights must be represented at Meetings held on first call, while there are no quorum requirements for Meetings held on second call. In the case of Extraordinary Meetings, the quorum is 25% for Meetings held on first call and 20% for Meetings held on second call. In the past, Accor Shareholders’ Meetings were automatically held on second call, but now shareholders are invited to attend on the first date set for the Meeting.
Resolutions tabled at Ordinary Meetings must be approved by a majority of votes cast in person or by proxy (i.e. 50% plus one). Resolutions tabled at Extraordinary Meetings must be approved by two-thirds of the votes cast in person or by proxy.
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To facilitate voting and to process and display voting results more quickly, Accor uses an
electronic voting system managed by Société Générale. As they enter the Meeting, shareholders are provided with an easy-to-use handheld device enabling them to vote on the resolutions. Final results are processed immediately and displayed just a few seconds after each vote.
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