There are no shareholder agreements currently in existence. No concert action has been brought to the attention of the Company.
By virtue of its corporate purpose and status as an operator of a Free-to-Air and digital television broadcasting license, the Company is governed by a specific legal and regulatory regime which applies in addition to the ordinary provisions. This legal framework applies in particular to provisions in terms of shareholders and shareholding. Under the terms of Article 39 of Law no. 86-1067 of 30 September 1986 as amended, as well as Law no. 2001-624 of 18 July 2001, an individual or entity, acting alone or in concert, shall not hold, directly or indirectly, more than 49% of the capital or voting rights of a company licensed to operate a national television service by Free-to-Air terrestrial transmission.
The Conseil Supérieur de l’Audiovisuel (CSA) ensures that conditions and data that motivated the granting of the broadcasting authorisation are complied with. The breakdown of the share capital and governing bodies of license holders is such a data pursuant to Article 42-3 of the Law of 30 September 1986 in which light the authorisation was granted. The company must inform the CSA of any substantial change in the amount or distribution of the share capital and voting rights, and that no change liable to result in a change of controlling shareholder may occur without the prior consent of the CSA. In application of the bylaws revised by the General Meeting of 18 March 2004 (Article 35), following the amendment to the CSA agreement signed on 2 February 2004, no other shareholders or group of shareholders acting jointly can own more than 34% of voting rights.
Therefore, RTL Group voting rights are limited to 34%. Subject to this provision, voting rights attached to shares are proportional to the portion of the share capital they represent and each share gives the right to one vote. There are no double voting right shares.
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