PDF (3.77 Mo) - Le Crédit Agricole

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