What are the new rules for participating in the Shareholders’ Meeting?
Unlike the previous system, in which D-1 to D 1 shares were blocked (SUEZ by-laws), the new rules call for shareholders to be registered three business days immediately preceding the meeting (with no obligation of subsequent ownership).
To participate in the meeting, shareholders must now provide proof of ownership no later than 3 business days immediately preceding the meeting (D-3, where D = date of the Shareholders’ Meeting), in accordance with Article 136 of the Decree of March 23, 1967, amended by Decree no. 2006-1566 of December 11, 2006:
for registered shareholders, this proof is duly evidenced by the inscription of shares in the Company’s register of shareholders before this date;
for holders of ‘bearer form’ securities, participation is subject to the entry of shares in the name of the shareholder or his or her registered intermediary (in the case of non resident shareholders) into the shareholder’s securities account held by the managing financial or banking intermediary no later than 3 business days immediately preceding the Shareholders’ Meeting.
Book-entry of securities must be evidenced by a verification certificate issued by the shareholder’s authorized intermediary proving the shareholder’s capacity as a holder of a certain number of bearer shares. This verification certificate must be attached to the postal voting form, proxy statement, or admission card request sent by the authorized intermediary to CACEIS Corporate Trust, SUEZ’s legal representative.
How does a shareholder exercise the right to vote?
Shareholders may exercise their right to vote in one of three ways:
by personally attending the Shareholders’ Meeting;
by proxy or by mail using the appropriate form, which offers the following three options:
- by assignment of proxy to the meeting Chairman,
- by mail,
- by assignment of proxy to a third party (spouse or other SUEZ shareholder attending the Shareholders’ Meeting);
by Internet (see below).
1) For Registered Shareholders
If the shareholder opts to use the form attached to the present Meeting Notice, he or she is required to complete this form and send it to the establishment authorized by SUEZ to the following address:
CACEIS Corporate Trust
Service Assemblées
14 rue Rouget-de-lisle
92862 Issy-les-Moulineaux Cedex 9
France
Your voting instructions must be received by CACEIS Corporate Trust by the following dates:
- three calendar days before the meeting (D-3), for votes by mail
- one calendar day before the meeting (D-1), for votes by proxy
- by 3:00 p.m. Paris time on the day immediately preceding the meeting (D-1), for votes by Internet
Those wishing to attend the Shareholders’ Meeting are strongly advised to submit their admission card requests at least five business days (D-5) prior to the date of the meeting.
2) For Holders of Bearer Shares
In all cases, holders of bearer shares must submit admission card requests, postal vote forms, or proxy statements to their authorized intermediaries, who will transmit their voting instructions to CACEIS Corporate Trust as they are received, accompanied by a confirmed book-entry attestation, no later than three days prior to the meeting (D-3).
Attention: if you transfer your securities after transmitting your voting instructions (and up to three business days before the meeting), your intermediary must notify CACEIS Corporate Trust of the transfer, in which case CACEIS will cancel your instructions (vote, card request, proxy) without the need for any action on your part.
I will attend the Shareholders’ Meeting
If you are a registered shareholder, CACEIS Corporate Trust will send you an admission card upon request received no later than five days immediately preceding the Shareholders’ Meeting. If you are a holder of bearer shares, your financial intermediary will send CACEIS Corporate Trust your admission card request (accompanied by a book-entry attestation, confirmed no later than three business days before the meeting). Said card will be issued by CACEIS Corporate Trust and sent to you by mail.
I will not attend the Shareholders’ Meeting
1. You wish to assign proxy to the meeting Chairman
2. You wish to vote by mail
- If you are a holder of bearer shares, CACEIS Corporate Trust must receive your postal vote form from your financial intermediary no later than three calendar days immediately preceding the date of the meeting, accompanied by a verification certificate issued by this intermediary.
- If you are a registered shareholder, you may send your voting form directly to CACEIS Corporate Trust.
3. You wish to assign proxy to your spouse or another shareholder attending the meeting
- If you choose to assign proxy (to the meeting Chairman, your spouse, or another shareholder) and you are a holder of bearer shares, you must send your proxy statement to your financial intermediary, who will transmit the information to CACEIS Corporate Trust no later than one day before the meeting, accompanied by a verification certificate.
- If you are a registered shareholder, you may send your proxy statement directly to CACEIS Corporate Trust.
Reminders:
- undivided owners must be represented at the meeting by only person, considered the owner;
- the right to vote at the meeting belongs exclusively to the usufructary;
- shareholders who opt to vote by mail will no longer be entitled to attend the meeting or to send a representative.
YOU MAY ALSO VOTE BY INTERNET
SUEZ offers to its shareholders a dedicated site for voting by Internet prior to the meeting.
This site, www.olisnet.com/vote-ag., allows each shareholder to express his or her mode of participation by means of telecommunication prior to the Shareholders’ Meeting, according to the following conditions:
Registered shareholders:
- all registered shareholders (pure and administered) will receive by mail from CACEIS Corporate Trust an identifier and access code allowing them to connect to the site;
- they may then follow the instructions on the screen to vote by Internet.
Holders of bearer shares:
- holders of bearer shares who wish to vote by Internet prior to the meeting must request a verification certificate from their financial intermediary indicating their intention to vote by Internet;
- this verification certificate bearing the words “Vote by Internet” must be sent to CACEIS Corporate Trust by the Account-Keeper institution;”
- upon receipt of the verification certificate, CACEIS Corporate Trust will send the shareholder by mail, using the address appearing on the certificate, the identifier and access code needed to connect to the Internet site. The shareholder may then vote by Internet.
Shareholders are advised not to wait until the last few days before the meeting to cast their votes, in order to avoid jamming Internet communications, which could result in the loss of their electronic single form.
REMINDER:
Questions may be put to the Chairman by calling one of the following toll-free numbers:
0800 177 177 in France
0800 25 125 in Belgium
Questions will be answered at the Meeting.
