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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03paragraph 9 of Article 31, “Determination, allocation and distribution of profit” of the Articles ofAssociation.3. Pursuant to the applicable laws and regulations, holders of Ordinary Shares have a preemptiveright to subscribe for Shares and securities granting rights to Shares in the Company, inproportion to the quantity of Ordinary Shares that they own.The Preferred Shares do not have pre-emptive rights to subscribe to any subsequent issue of Sharesand securities granting a right to shares in accordance with the option provided in Article L.228-11,paragraph 5 of the French Commercial Code.4. The holders of Preferred Shares shall not benefit from capital increases resulting from a bonusissue of new Shares or by an increase in the nominal amount of Ordinary Shares outstanding resultingfrom the capitalisation of reserves (other than the legal reserve) or earnings, or the bonus issue ofsecurities granting rights to Shares as part of a bonus issue for Ordinary Shareholders. However, inthe event of a capital increase by means of a bonus issue of new Shares or by an increase in thenominal amount of outstanding Ordinary Shares through capitalisation of any share premiums or of thelegal reserve, the Ordinary Shareholders and the Preferred Shareholders shall be entitled to subscribeto the capital increase in proportion to their rights to the Notional Capital (as defined in Article 31,“Determination, allocation and distribution of profit” of the Articles of Association) and, with respect tothe Preferred Shares, up to a maximum of the positive difference between their Adjusted Issue Priceand their par value (i.e., the total amount of increases in the nominal value of the Preferred Shares, orthe total nominal amount of any new Preferred Shares issued by capitalisation of any share premiumsand/or of the legal reserve shall not exceed the product of (i) the positive difference between theirAdjusted Issue Price and their par value multiplied by (ii) the number of Preferred Shares outstandingcalculated at the date on which the relevant capital increase was effected). If the capital increase iseffected by a bonus issue of new Shares, the new Shares awarded for no consideration shall be of thesame class as the Shares that entitled the holder to the award of bonus shares.5. In-kind contributions must be approved by the Extraordinary General Meeting, pursuant to theapplicable laws and regulations.B. Capital reductions1. Capital reductions are decided or authorised by the Extraordinary General Meeting, which maydelegate to the Board of Directors all powers for purposes of carrying out capital reductions. Thisexcludes capital reductions following a Preferred Share buyback effected under the terms of Article 32of the Articles of Association, “Repurchases of Preferred Shares by the Company”, paragraph B,“Option to repurchase Preferred Shares at the Company’s initiative”, which may be decided by theBoard of Directors.2. Any capital reduction due to losses is allocated to the share capital among the different Sharesin proportion to the percentage of share capital they represent.Losses shall first be charged against the following accounts, in the following order: 1) retainedearnings, 2) distributable reserves, 3) other reserves, 4) statutory reserves, 5) any share premiums, 6)the legal reserve, and 7) equity.3. The Company may carry out capital reductions for reasons other than losses under theconditions stipulated by laws and regulations, to be allocated among Ordinary Shares and PreferredShares in the proportions that it shall determine.Page 210 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03C. Redemption of the share capitalThe share capital may be redeemed in accordance with Articles L.225-198 et seq. of the FrenchCommercial Code.ARTICLE 8 – FORM OF SHARESThe Shares may be in registered or bearer form, at the holders’ election, subject to applicablestatutory and regulatory provisions.They shall be registered in shareholders’ accounts on the terms and conditions provided for by law.They may be transferred between accounts.ARTICLE 9 – DECLARATIONS REGARDING REACHING THRESHOLDS AND SHAREHOLDERIDENTIFICATIONA. Declarations regarding reaching thresholdsWithout prejudice to the ownership threshold disclosures provided by law and applicable to OrdinaryShares and Preferred Shares, any person or legal entity, acting solely or with others, who directly orindirectly comes into possession of a number of Ordinary Shares representing 1% of the share capitalor voting rights must inform the Company, by recorded delivery with advice of delivery, at its registeredoffice, within five days of the date on which the shares enabling such person to reach or breach saidthreshold were registered, of the total number of Ordinary Shares and the number of voting rights itowns, as well as the total number of securities which may grant rights to the Company’s equity in thefuture, any voting rights which may be attached thereto, and the total number of Preferred Shares itowns.The said declaration must be renewed as set forth above each time that the number of shares orvoting rights attains a multiple of a 1% threshold (through either a purchase or sale of shares) of thetotal shares or voting rights.If a Shareholder has not issued the required declarations as set forth above, he shall lose his right tovote on the Ordinary Shares exceeding the level which should have been reported, as provided for bylaw, if one or more holders of Ordinary Shares representing at least 2% of the shares or voting rightsso request during a General Meeting.B. Shareholder identificationIn accordance with applicable laws and regulations, and in order to identify the holders of bearersecurities, the Company shall have the right to request at any time, at its expense, that the centralcustodian of its securities account provide the name, nationality, year of birth or formation, and theaddress of the holders of securities which provide a present or future right to vote at its GeneralMeetings and Special Meetings, as well as the number of securities held by each and the restrictions,if any, which may apply to the said securities.Based on the list provided by the central custodian, and subject to the same terms and conditions, theCompany shall have the right to request, either from said central custodian or directly from the personson the list who the Company feels may be acting as intermediaries on behalf of third party, theinformation regarding said securities holders set forth in the preceding paragraph.If they are intermediaries, said persons must disclose the identity of the holders of said securities. Theinformation should be provided directly to the financial intermediary that maintains the account andsaid entity must then transmit the information to the Company or to the central custodian.Page 211 sur 237
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JUNE 2012JUNE 2012JUNE 2012JUNE 201
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