What are the characteristics of the Sequana stock?

All shares comprising the authorized capital of Sequana belong to a single category.The face value of each share is equal to €1 and each share entitles its owner to one voting right. However, in accordance with the company’s Articles of Association, any share registered under the name of the same shareholder for at least two years is entitled to a double voting right.

The ISIN code for Sequana shares is FR0011352590.

The Sequana stock is listed on the Paris Stock Exchange, Euronext Paris in Compartment C and included in CAC Small, CAC Mid & Small and CAC All-Tradable indexes. It is also eligible for “long only” deferred settlement service (SRD).

What are the rights and obligations of Sequana shareholders?

The share confers on its owner a certain number of rights and obligations:

Voting rights

To each share corresponds one voting right (or possibly two since any share registered under the name of the same shareholder for at least two years is entitled to a double voting right). Voting rights are exercised at General Shareholders’ Meetings which each shareholder has the right to attend, either personally or through a representative, or to vote by proxy..

Financial rights

As owner of an equity interest in the company, a shareholder is entitled to a share of the profits distributed by the company in the form of dividends, after approval of the annual financial statements and allocation of earnings proposed by the Board of Directors and approved by the General Shareholders’ Meeting.

Right to information

The shareholder is entitled to obtain information regarding the company at any time. In addition, shareholders are entitled to exercise their right to information and to have access to various corporate documents concerning company operations.

These rights may be distinguished as follows:

  • Shareholders’ right to receive information, exercised during General Shareholders’ Meetings (from the time of the convening notice or within 15 days prior to said meeting),
  • Permanent right of disclosure enabling any shareholder to review, at the registered office, the corporate documents related to the last three fiscal years, as well as the minutes and attendance rolls of the General Meetings held during this period.

In addition, the Sequana Internet site contains all useful information regarding the company, the Group and its business activities.

Right to participate in share capital transactions

Shareholders are entitled, in connection with new issues of capital, to subscribe on a priority basis to a number of new shares proportionate to the number of shares they hold. This right is exercised in two forms: a preferential  right of subscription (when the company issues a public offering) or a right of award (if creation of bonus shares). The company may however ask its shareholders to waive this right at an extraordinary General Shareholders’ Meeting. This right is generally tradable on the stock exchange: it can be exercised at maturity or traded on the market, its value being extinguished once the transaction is completed.

Threshold disclosure requirements

Shareholders also have certain obligations. Specifically, in addition to compliance with regulations related to disclosure requirements when crossing legal thresholds (5%, 10%, 15%, 20%, 33.3%, 50%, 66.6%, 90% and 95% of the share capital and/or voting rights), and in accordance with Sequana’s Articles of Association, any person or entity holding, whether directly or indirectly, a number of company shares equal to or greater than 0.5% of the equity capital must report to the company the total number of shares they hold, within 5 trading days following the crossing of this ownership threshold. This reporting must be renewed each time a new threshold of 0.5% is crossed, upwards or downwards, even if the crossed thresholds are higher or lower than the thresholds provided by law.

How to buy and sell Sequana shares?

If you are a pure registered shareholder, you must contact:
BNP Paribas Securities Services
Investor Relations
9 rue du Débarcadère – 93500 Pantin – France
Tel: + 33 826 109 119

If you are a registered shareholder in administered form or bearer form, you must contact your financial intermediary holding your securities account.

In both cases, and depending on the practices of your financial intermediary, the buy or sell order can be placed in writing, by telephone, fax, Internet or in person.

The order must contain the following information details:

  • nature of the transaction (buy or sell)
  • name of the stock and ISIN code (FR0011352590)
  • number of shares affected by the transaction
  • validity period of the order
  • pricing terms

What are the validity periods of an order?

The order is valid only during the specified day’s trading session.

“On a determined date”
Except if executed or cancelled, the order remains valid until the evening of the date specified.

“GTC orders”
Orders without any specified validity date (GTC orders) remain valid until the end of the month.

What are the different pricing terms?

“Marked-to-Limit” orders
Such orders do not have any limit as to price and allow a full execution of the order upon receipt or as soon as the stock price is listed.

Stop-Limit” orders
Such orders are executed once the price reaches or exceeds the limit set for sell orders, or once it is equal to or less than the limit set for buy orders. It may be partially executed. Subject to the practices of your financial intermediary, other types of orders may be offered to you.

“Marked-to-Market” orders
These orders are handled in priority and will be executed quickly for the maximum amount of available stock traded. There is no control over the average execution price at various stock pricing levels.

Regardless of the type of order, the transfer of ownership of your shares will only take place two trading days after the date when you placed your order.

What fees are related to shareholding and transactions?

Brokerage fees and custody charges
Intermediaries are free to set their own fees for trading and placing orders (brokerage fees).
Custody fees (for administered registered and bearer shares) charged for custody in securities accounts cover administrative transactions carried out by the custodian and are charged by the establishment holding your account.

Tax on capital gains
The net capital gain is the difference between the net proceeds from the sale of shares and their net acquisition cost.

Capital gains on sales of securities are taxable (in France) at progressive rates of income tax, after deduction of an allowance for the holding period (50% for a holding period of 2 to 8 years, 65% after 8 years of holding).

Any capital losses, less the holding period allowance, are deductible from the capital gains realized in the same year or the next 10 years.

Capital gains are also subject to social contributions of 15.5%.

Wealth tax (Impôt de solidarité sur la fortune (ISF)).

Shares held by natural persons as part of their personal assets are included in their taxable assets subject to the wealth tax (ISF), if applicable.
The value of the share to be used is:

  • either the last stock price on 31 December of the relevant year,
  • or the average price for the last 30 trading days of the relevant year.

What is the difference between ordinary, extraordinary and combined General Shareholders’ Meetings?

Depending on the nature and agenda, there are three kinds of General Shareholders’ Meetings:

The ordinary General Shareholders’ Meeting is convened on a mandatory basis once a year, within six months following the closing of the corporate fiscal year: it votes on the financial statements for the closed fiscal year, sets the amount of dividends if any, appoints or ratifies the appointment of Directors, authorizes the Board to proceed with the purchase or sale of company shares, etc.

The extraordinary General Shareholders’ Meeting has competence on all issues related to modifications of the Articles of Association, issuance of securities giving access, directly or indirectly, to share capital (including capital increases), capital decreases, and mergers or partial asset contributions.

The combined General Shareholders’ Meeting addresses resolutions falling under the competence of an ordinary General Shareholders’ Meeting and other resolutions of an extraordinary General Shareholders’ Meeting. The combined meeting avoids having to hold two separate successive meetings and two attendance rolls.

How are shareholders convened to General Meetings?

A convening notice is published in the Bulletin des Annonces Légales Obligatoires (BALO) at least 35 days before the date of each General Shareholders’ Meeting.

In addition, shareholders who hold registered shares receive a full convening notice which is sent at least 15 days before the date of the General Meeting by the financial intermediary in whose custody their shares are held. This file contains all the necessary documents for them to cast their vote.

How can shareholders attend General Shareholders’ Meetings?

Each shareholder has the right to attend the General Shareholders’ Meeting if their shares are registered either in the accounts kept by the company or in the accounts kept by authorized intermediaries, in their own name or in the name of the intermediary registered on their behalf, at midnight C.E.T. (Paris time) on the second business day preceding the meeting.

For shareholders holding registered shares, this registration allows them to attend the meeting. In addition, the convening notice sent to registered shareholders also includes a form to request an admission card facilitating their entrance to the venue, give their voting proxy to the Chairman, to another shareholder or any other person of their choice or to cast their vote by mail. The pack also includes a form to request delivery of documents and information, the text of the proposed resolutions and the earnings data for the last five years.

Shareholders holding bearer shares must contact their financial intermediary in order to request, as the case may be, an admission card which will have to be presented at the entrance, or a form for voting by proxy or by mail.

How can shareholders be represented or vote by mail?

If unable to attend a General Shareholders’ Meeting in person, the following three options, which are detailed in the convening notice, are available to you for voting purposes:

  • You may give your proxy to the Chairman of the General Meeting,
  • You may give your proxy to another shareholder or to any person of your choice and ask them to vote on your behalf,
  • You may also cast your vote by mail.

The forms for proxy votes or mail votes must be sent to BNP Paribas Securities Services (Attn: General Shareholders’ Meeting “Sequana” Department) two days at the latest before the date of the General Shareholders’ Meeting (this deadline may however be shortened by decision of the Board of Directors). Failing this, proxy or mail votes will not be taken into account.

What is a dividend?

A dividend is the annual (although it can be paid in instalments), variable income earned from a share. It represents the portion of the profits that the General Shareholders’ Meeting decides to distribute to the shareholders. The other portion is generally set aside to fuel the equity capital of the company and fund its growth.

The amount of dividend to be paid is proposed by the Board of Directors and approved by the General Shareholders’ Meeting which approves the financial statements for the closed fiscal year.

How can shareholders receive their dividend?

Receiving a dividend is automatic and does not require any action on your part. It is credited directly by the financial intermediary to the shareholder’s account as of the payment date set by the General Shareholders’ Meeting. Each shareholder may also ask to receive their dividend by cheque.
Only the shareholders who own shares on the date of dividend payout will receive this dividend.

What taxation is applicable to dividends for natural persons?

Dividends are subject to income tax, after deduction of a 40% allowance.
Taxation rules are as follows (in France):

  • A withholding tax of 21% is calculated on the gross amount of dividends,
  • This withholding tax is an advance payment on the income tax due for the fiscal year during which the dividend was received.
    Thus the withholding tax paid in 2015 will be deducted from the income tax due in 2016 on the income earned in 2015.
    Note: Dividends are also subject to social contributions of 15.5%.

How can shareholders get information about the Group and Sequana stock?

Information regarding the Group and Sequana stock is available on the company’s Internet site. Stock prices are posted (post-trading) under the heading “Sequana stock”.

If you wish to receive more information regarding the Group, please contact the Sequana Shareholders Department:

By mail:
Sequana – Shareholders Relations
8, rue de Seine – 92517 Boulogne-Billancourt Cedex – France

By telephone: + 33 1 58 04 22 80

By fax: + 33 1 58 04 22 22

By e-mail: : contact@sequana.com

For any enquiries regarding the management of your Sequana shares, please contact:

  • BNP Paribas Securities Services if you are a pure registered shareholder.
  • your financial intermediary holding your securities account if you are a registered shareholder in administered form or bearer form.