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Crédit Agricole S.A.Update of the 2011 registration document - A03For registered securities, the Company shall also have the right at any time to request that theintermediary that has registered on behalf of third parties disclose the identity of the holders of saidsecurities and the number of securities held by each of them.For so long as the Company feels that certain holders of securities (whether registered or bearer), theidentity of which has been provided to it, are holding said securities on behalf of third parties, it shallhave the right to request said holders to disclose the identity of the owners of the securities as set forthabove and the number of securities held by each of them.After the information set forth above has been requested, the Company shall have the right to requestany legal entity which holds more than one-fortieth of the share capital or voting rights of the Companyto disclose to the Company the identity of the persons who directly or indirectly hold more than onethirdof the share capital or voting rights (which are exercised at General Meetings) of the said legalentity.If a person who has been the subject of a request in accordance with the provisions of the presentArticle 9.B. fails to disclose the requested information within the legally required period or disclosesincomplete or incorrect information regarding its capacity or the holders of the securities, or thenumber of securities held by each of them, the Shares or securities which give rise to present or futurerights to the Company’s share capital which said person has registered, shall immediately lose theirvoting rights at any General Meeting or Special Meeting until complete information has been provided.Dividend payments shall also be suspended until that date.In addition, in the event that the registered person deliberately misconstrues the above provisions, thecourt which has territorial jurisdiction over the Company’s registered office may, at the request of theCompany or of one or more Shareholders holding at least 5% of the share capital, revoke in whole orin part the voting rights regarding which the information was requested and, possibly, thecorresponding dividend payment of the Shares, for a period which may not exceed five years.ARTICLE 10 – INDIVISIBILITY OF THE SHARES; RIGHTS AND OBLIGATIONS ATTACHED TO HESHARESA. Indivisibility of the SharesThe Shares are indivisible with regard to the Company.Voting rights attached to the Ordinary Shares are exercised by the beneficial owner at OrdinaryGeneral Meetings and by the legal owner at Extraordinary General Meetings.Voting rights attached to the Preferred Shares are exercised by the legal owner at Special Meetings ofholders of the relevant class of Preferred Shares.The joint owners of indivisible Shares are represented at General Meetings or Special Meetings, asthe case may be, by one of them or by a single representative. In the event of a dispute, theirrepresentative shall be appointed by the Court at the request of the first joint owner to refer this matterto the Court.The right to the award of new Shares following the capitalisation of reserves, profits or any sharepremiums belongs to the legal owner, subject to the rights of the beneficial owner.B. Rights and obligations attached to the Shares1. Ownership of a Share automatically entails compliance with the Articles of Association and,subject to the stipulations contained in Article 29, “Special Meetings” herein, with resolutions dulyadopted by General Meetings.2. Each Ordinary Share gives the holder the same right of ownership in the Company’s assetsand profits, as defined in Article 34 “Dissolution - Liquidation” and Article 31 “Determination, allocationand distribution of profit” herein.Each Ordinary Share gives the holder the right to attend General Meetings and to vote therein, underthe conditions set forth by law and by the Articles of Association. Each Ordinary Share shall give thePage 212 sur 237
Crédit Agricole S.A.Update of the 2011 registration document - A03holder the right to cast one vote at General Meetings. An Ordinary Share does not give the holder theright to attend Special Meetings or to vote therein.3. Each Preferred Share of the same class gives the holder the same rights to the Company’sassets and profits, as defined in Article 34 “Dissolution-Liquidation” and Article 31 “Determination,allocation and distribution of profit” herein.Preferred Shares do not give their holders the right to vote at General Meetings.Each Preferred Share of a given class gives the holder the right to attend General Meetings and toattend and to vote in Special Meetings of the holders of the relevant class of Preferred Shares, underthe conditions stipulated by law and by the Articles of Association. Preferred Shares of a given classdo not give the holder the right to attend or to vote in Special Meetings of holders of other classes ofPreferred Shares.4. Whenever it is necessary to hold several Shares to exercise a given right, such as in the caseof an exchange, consolidation or allocation of Shares, or as a result of an increase or reduction of theshare capital regardless of whether this is due to accumulated losses, or in the case of a merger orother corporate transaction, the holders of individual Shares, or those who do not own the requirednumber of Shares, may exercise such rights only if they personally arrange for the consolidation of theShares and purchase or sell the required number of Shares or fractional Shares, where necessary.ARTICLE 11 – BOARD OF DIRECTORS1. The Company shall be governed by a Board of Directors composed of between 3 and 21members, of which:• at least 3 and no more than 18 directors shall be elected by the GeneralMeeting in accordance with the provisions of Article L.225-18 of the French Commercial Code;• one director representing the professional agricultural organisations, shall be appointed inaccordance with the provisions of Article L.512-49 of the Monetary and Finance Code; and• 2 directors shall be elected by the staff in accordance with Articles L.225-27 to L.225-34 of theFrench Commercial Code.The following individuals may also attend Board Meetings in an advisory capacity:• non-voting Board Members appointed in accordance with Article 12 of these Articles ofAssociation; and• one member of the Works Council designated thereby.In the event that one of the positions held by the directors elected by the staff or by the director whorepresents the professional agricultural organisations becomes vacant, the Board Members elected bythe General Meeting may validly convene the Board of Directors.The age limit for directors is 65. When a director reaches the age of 65, he will be deemed to haveresigned at the end of the next Ordinary General Meeting of Shareholders.2. Directors elected by the General Meeting of Shareholders.Directors elected by the General Meeting of Shareholders shall be natural persons or legal entities.The term of office of directors is three years. However, a director appointed to replace another directorwhose term of office has not yet expired shall remain in office only for the balance of his predecessor’sterm.Directors who are natural persons may not be elected to more than four consecutive terms of office.However, if a director is appointed to replace an outgoing director whose term of office has not yetexpired, the director appointed for the remainder of the outgoing director’s term may seek a fifth term,Page 213 sur 237
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JUNE 2012JUNE 2012JUNE 2012JUNE 201
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