Share Ownership Structure

Transparency threshold

Ref.: Article 7 of the articles of association - Declaration of shareholding

§ 1. Any physical person or legal entity that acquires securities representing or not representing the capital of the company, and conferring voting rights, must declare to the company and to the Banking and Finance Commission the number of securities held, once the voting rights pertaining to these securities amounts to three per cent (3%) or more of the total number of voting rights in existence at the time of the acquisition in question.

The same declaration must be made in the event of a further acquisition of the securities specified in paragraph 1, if, as a result of this acquisition, the number of voting rights pertaining to the securities held amounts to five per cent (5%) of the total number of voting rights in existence at the time of the acquisition, and thereafter on each acquisition of a further five per cent (10%, 15% etc.) of the total number of voting rights in existence at the time of the acquisition.
The same declaration must be made in the event of a transfer of securities, if the transfer results in the number of voting rights held falling below one of the thresholds specified in paragraphs 1 or 2.

§ 2. If a physical person or legal entity acquires or surrenders direct or indirect de jure or de facto control of a company that holds at least three per cent (3%) of the voting rights of the company, it must declare this to the company and to the Banking and Finance Commission.

§ 3. The declarations specified in paragraphs 1 and 2 above must be sent to the Banking and Finance Commission and by registered letter to the company, within two working days of the acquisition or transfer concerned, without prejudice to the special scheme provided for by the law for securities acquired by succession.

§ 4. Except in the cases specified in article 545 of the Companies Code, no person may exercise at a general meeting a number of votes exceeding the number pertaining to the shares for which possession has been declared, in accordance with the preceding paragraphs, at least forty-five days before the general meeting.

§ 5. The declarations concerned by the present article are governed by the applicable provisions of the Companies Code, without prejudice to the provisions included in the previous paragraphs.

Transparency thresholds:

3% Threshold for first notification of shareholding
5% Threshold for statutory declaration
10% Threshold for statutory declaration
15% Threshold for statutory declaration
20% Threshold for statutory declaration
Etc.

Notification of shareholding

Shareholding in I.R.I.S. Group SA at: 1 September 2008
Notification by a parent enterprise or person controlling the securities
Denominator: 1,845,922 securities