The Company has issued two classes of shares, A and B-shares. Each share is entitled to one vote.
A-shares are defined as shares held by private and institutional investors.
B-shares are owned by the Luxembourg State and by two entities wholly owned by the Luxembourg State. A B-share has 40% of the economic rights of an A-share.
Restrictions on Ownership
No A-shareholder may hold, directly or indirectly, more than 20%, 33% or 50% of the company’s shares unless he has obtained prior approval from the meeting of shareholders in accordance with the procedure described here below. Such limit shall be calculated by taking into account all the shares held by the A-shareholder.
A shareholder or a potential shareholder who envisages to acquire by whatever means, directly or indirectly, more than 20%, 33% or 50% of the shares of the company (a "demanding party") must inform the Chairperson of the Board of the company of such intention.
The Chairperson of the Board will inform the government of Luxembourg of the envisaged acquisition. The government may oppose the acquisition within three months from such information if it determines that such acquisition would be against the general public interest.
In case of no opposition from the government of Luxembourg, the Board shall convene an extraordinary meeting of shareholders which may decide at a majority provided for in article 67-1 of the law of 10 August 1915, as amended, regarding commercial companies, to authorize the demanding party to acquire more than 20%, 33% or 50% of the shares. If the demanding party is a shareholder of the company, it may attend the general meeting and will be included in the count for the quorum, but may not take part in the vote.
Disclosure Obligations of Shareholders and FDR Holders