(b)
| Registered shareholders and holders of beneficiary certificates |
We intend to mail the Notice on or about March 7, 2024 to all registered shareholders of our ordinary shares and to all holders of beneficiary certificates as of the Record Date. On that same date, we will also mail a printed copy of the Proxy Materials to who had previously requested printed copies. These documents may also be obtained free of charge at the Company’s registered office in Luxembourg.
Who May Vote?
Only registered shareholders, street name holders of our ordinary shares, and holders of beneficiary certificates as of the Record Date will be entitled to attend the Annual General Meeting and to vote at the Annual General Meeting. On the Record Date, (i) 198,327,158 ordinary shares were issued and outstanding and (ii) 341,341,690 beneficiary certificates were issued and outstanding.
Each ordinary share and each beneficiary certificate are entitled to one vote at the Annual General Meeting.
What Constitutes a Quorum?
For the Annual General Meeting, the approval of the resolutions linked to the agenda items shall not require any quorum and shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented, it being specified that abstentions and nil votes shall not be taken into account.
What Are Broker Non-Votes and Abstentions?
Broker non-votes occur when a broker holding ordinary shares in street name for a beneficial owner submits a proxy that votes the shares on one or more proposals, but does not vote on one or more other proposals with respect to which the broker did not receive instructions from the beneficial owner about how to vote the ordinary shares and is unable to vote the ordinary shares in its discretion in the absence of an instruction. An abstention occurs when a shareholder or holder of beneficiary certificates withholds such shareholder’s vote or holder’s vote on a particular matter by checking the “ABSTAIN” box on the proxy card.
Your broker will NOT be able to vote your ordinary shares with respect to any of the proposals or other matters considered at the Annual General Meeting, unless you have provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right as a shareholder. A vote will not be cast in cases where a broker has not received an instruction from the beneficial owner.
With respect to all of the proposals or other matters considered at the Annual General Meeting, only those votes cast “FOR” or “AGAINST” are counted for the purposes of determining the number of votes cast with respect to each such proposal.
Broker non-votes and abstentions are not considered votes cast and have no effect on the outcome of any of the proposals.
What Is the Process for Voting and Revocation of Proxies?
If you are a registered shareholder or holder of beneficiary certificates as of the Record Date, you can vote by internet, by telephone, or by mail by marking, dating, signing, and returning the proxy card in the postage-paid envelope. Submitting your proxy by internet, by telephone, or by mail will not affect your ability to attend the Annual General Meeting in-person and vote at the Annual General Meeting. By submitting your proxy by internet or by telephone, you agree to appoint Mr. Guy Harles and Mr. Alexandre Gobert, or either of them, as proxies, each with the power to appoint his substitute, to represent you and to vote, as directed by you, all of the ordinary shares and, to the extent applicable, beneficiary certificates that you are entitled to vote at the Annual General Meeting, and any adjournment or postponement thereof.
If your ordinary shares are held in “street name,” you will receive instructions from your bank, brokerage firm, or other record owner. You must follow the instructions of the bank, brokerage firm, or other record owner in order for your ordinary shares to be voted.
The Company will retain an independent tabulator to receive and tabulate the proxies.
If you submit a proxy and direct how your ordinary shares and/or beneficiary certificates will be voted, the individuals named as proxies will vote your ordinary shares and/or beneficiary certificates in the manner you indicate.
