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Crédit Agricole S.A.Update of the 2011 registration document - A03Crédit Agricole S.A. grants facilities to the Regional Banks to permit the funding of their medium andlong-term loans. It ensures that the transformation risks pertaining to the Company, its subsidiariesand the Regional Banks are assumed. It implements the mechanisms for guaranteeing transactions bythe Caisses Régionales de Crédit Agricole Mutuel. In its own name and on behalf of the companies inthe Crédit Agricole Group, Crédit Agricole S.A. negotiates and enters into domestic and internationalagreements which may affect the credit of the Group. It executes all nation-wide agreements with theState.2. In France and abroad, Crédit Agricole S.A. performs all types of banking, financial, credit,investment or securities transactions and related services under the Monetary and Finance Code,guaranty, arbitrage, brokerage and commission transactions, whether for its own account or for theaccount of others, without infringing on the remit of the Caisses Régionales de Crédit Agricole Mutuel.3. In accordance with the provisions of the Monetary and Finance Code, as the Central Organ ofCrédit Agricole Mutuel, Crédit Agricole S.A. ensures the cohesion of the Crédit Agricole Mutuelnetwork, the proper operation of the credit institutions that are a part thereof, and compliance by suchinstitutions with the applicable laws and regulations by exercising administrative, technical andfinancial supervision thereof; it guarantees the liquidity and solvency of the entire network and allinstitutions affiliated therewith.And, as a general matter, Crédit Agricole S.A. engages in all types of commercial, financial, personaland real property transactions and provides all services directly or indirectly related to its purpose,provided that they are in furtherance thereof.ARTICLE 4 – REGISTERED OFFICEThe registered office of the Company is situated at 12 Place des Etats-Unis, 92127 Montrouge Cedex.ARTICLE 5 – DURATIONThe Company, born out of the transformation described in the last paragraph of Article 1 of theseArticles of Association, shall terminate on 31 December 2086 unless extended or dissolved in advanceby the Shareholders at an Extraordinary General Meeting.ARTICLE 6 – SHARE CAPITALThe share capital of the Company is €7,494,061,611 divided into 2,498,020,537 Ordinary Shares witha par value of €3, all of them paid up in full.In accordance with the applicable laws and regulations, non-voting Preferred Shares with the rightsdefined by these Articles of Association may be created and issued pursuant to Articles L.228-11 etseq. of the French Commercial Code.Several classes of Preferred Shares may be created with different characteristics, with respect, interalia, to (i) their Issue Date; (ii) their Issue Price; and (iii) their Rate. Consequently, the corporate bodythat shall decide to issue Preferred Shares shall amend this Article 6, “Share capital”, accordingly, inorder to specify the designation (A,B,C, etc.) and the characteristics of the class issued in this manner,and in particular, those characteristics referred to in items (i) to (iii) above.For purposes of these Articles of Association:• “Ordinary Shares” means the Ordinary Shares of the Company;• “Preferred Shares” means the non-voting Preferred Shares, regardless of class, that may beissued by the Company and their attached rights, as defined in these Articles of Association;• “Shares” means Ordinary Shares and Preferred Shares collectively;• “Meeting” means any General Meeting or Special Meeting;Page 208 sur 237
Crédit Agricole S.A.Update of the 2011 registration document - A03• “General Meeting” means the General Meeting of Ordinary Shareholders in which PreferredShareholders may participate;• “Extraordinary General Meeting” means the General Meeting convened to vote onextraordinary business;• “Ordinary General Meeting” means the General Meeting convened to vote on ordinarybusiness;• “Special Meeting” means the Special Meeting of holders of a given class of PreferredShares;• “Issue Date” means, for a given class of Preferred Shares, the date of issue of the PreferredShares of the relevant class;• “Issue Price” means, for a given class of Preferred Shares, the Issue Price per PreferredShare in the relevant class, or its par value plus any share premium;• “Adjusted Issue Price” means, for a given class of Preferred Shares, the Issue Price, lessany amount that may be paid and/or the value of any asset, as determined by an expert appointed bythe Board of Directors (or, failing which, by an order of the Presiding Judge of the Paris CommercialCourt ruling in summary proceedings in accordance with Article 1843-4 of the French Civil Code), duefor each outstanding Preferred Share in the given class following a capital reduction not due to losses;• The “Rate” means the Rate set by the relevant corporate body at the time of the issue ofPreferred Shares and used as a basis for determining the Preferred Dividend, it being specified thatthis shall equal the average of the 10-year Constant Maturity Treasury (CMT) (yield on a 10-yeargovernment bond) (or any other index that may be substituted for the 10-year CMT) over the threebusiness days preceding the date of the decision to issue the shares, plus a margin of no more than12%.In the event of a stock split or reverse split applying to Ordinary Shares, the split or reverse split shallalso apply to the Preferred Shares under the same conditions and their characteristics shall beadjusted automatically. More specifically, the new dividend rights and the new Adjusted Issue Price ofthe Preferred Shares belonging to a given class shall be the same as the dividend rights and AdjustedIssue Price, as the case may be, of the given class, in effect before the beginning of the transactionmultiplied by the ratio obtained by dividing (i) the number of Preferred Shares in the given classincluded in the share capital before the transaction by (ii) the number of Preferred Shares in the givenclass included in the share capital after the transaction.In the event of a bonus issue of Preferred Shares to the holders of Preferred Shares by thecapitalisation of any share premiums and/or of the legal reserve, the characteristics of the PreferredShares shall be adjusted automatically. More specifically, the new dividend rights and the newAdjusted Issue Price of the Preferred Shares of a given class shall be the same as the dividend rightsand Adjusted Issue Price, as the case may be, of the given class, in effect before the beginning of thetransaction multiplied by the ratio obtained by dividing (i) the number of Preferred Shares in the givenclass included in the share capital before the transaction by (ii) the number of Preferred Shares in thegiven class included in the share capital after the transaction. No adjustment shall be made in theevent of an increase in the nominal value by capitalisation of any share premiums and/or of the legalreserve.ARTICLE 7 – CHANGES IN THE SHARE CAPITAL: CAPITAL INCREASES, REDUCTIONS ANDREDEMPTIONSA. Capital increases1. The share capital may be increased by any method and in any manner authorised by law.2. The Extraordinary General Meeting shall have exclusive authority to decide whether toincrease the share capital or to authorise such a decision, pursuant to the applicable laws andregulations and subject to the provisions pertaining to payment of the dividend in Shares provided inPage 209 sur 237
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UPDATE A03Financial reviewat 30 Jun
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JUNE 2012JUNE 2012JUNE 2012JUNE 201
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Total regulatory capital before ded
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