PDF (3.77 Mo) - Le CrÃ©dit Agricole

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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03Subject to the provisions of Article 29, “Special Meetings” hereunder, decisions adopted at GeneralMeetings are binding on all Shareholders.ARTICLE 22 – NOTICE AND VENUE OF SHAREHOLDERS’ MEETINGSMeetings of Shareholders shall be convened and shall deliberate in accordance with the applicablelaws and regulations.Meetings of Shareholders may be held at the registered office or at any other place specified in thenotice of the meeting.ARTICLE 23 – AGENDA AND MINUTES OF MEETINGSThe person calling the Meeting shall draft the agenda for the Meeting in accordance with theapplicable laws and regulations.Minutes must be drawn up and copies or extracts of the deliberations shall be issued and certified inaccordance with the law.ARTICLE 24 – ACCESS TO MEETINGS – PROXIESA. Access to Meetings – ProxiesAny Shareholder, regardless of the number of Shares he owns, has the right to attend GeneralMeetings, either in person or by proxy, subject to the conditions stipulated by law and by the Articles ofAssociation, by showing proof of identity and of title to the securities, provided that the shares havebeen registered, either in his name or in the name of the intermediary registered on his behalf, by 12midnight Paris time, on the third business day before the General Meeting:• holders of registered Shares must register their shares in the registered share accounts keptwith the Company’s shareholder registers;• holders of bearer Shares must deposit their Shares in the bearer share accounts held by theauthorised intermediary. This entry or filing is evidenced by a certificate of share ownership providedby the intermediary. The certificate may be supplied electronically.If an Ordinary Shareholder cannot attend the General Meeting in person or by proxy, he mayparticipate in one of the following two ways:• cast a vote remotely;or• forward a proxy to the Company without naming a proxy holder;in accordance with the applicable laws and regulations.B. Access to Special Meetings – ProxiesAny holder of Preferred Shares belonging to a given class, regardless of the number of PreferredShares he owns, has the right to attend Special Meetings of Preferred Shareholders of a given class,either in person or by proxy, subject to the conditions stipulated by law and by the Articles ofAssociation, by showing proof of identity and of title to the securities, provided that the shares havebeen registered, either in his name or in the name of the intermediary registered on his behalf, by 12midnight Paris time, on the third business day before the Special Meeting:• holders of registered Preferred Shares must register their shares in the registered shareaccounts kept on the Company’s books;• holders of bearer Shares must deposit their shares in the bearer share accounts held by theauthorised intermediary. This entry or filing is evidenced by a certificate of share ownership providedby the intermediary. The certificate may be supplied electronically.Page 218 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03If a holder of Preferred Shares cannot attend a Special Meeting in person or by proxy, he mayparticipate in one of the following two ways:• cast a vote remotely;or• forward a proxy to the Company without naming a proxy holder;in accordance with the applicable laws and regulations.C. Provisions applicable to all MeetingsIf the Shareholder has requested an admission card or a certificate of share ownership, or has cast hisvote remotely or sent a proxy, he may not choose to take part in the Meeting in another manner.However, the Shareholder may sell some or all of his shares at any time.If the sale occurs before 12 midnight CET on the third business day before the Meeting, the Companyshall invalidate or make the necessary changes to the remote vote, the proxy, the admission card orthe certificate of share ownership, as appropriate. The authorised intermediary acting as accountholder shall notify the Company or its agent of such sale and forward the necessary information.The authorised intermediary shall not issue notification of sales or transactions taking place after 12midnight CET on the third business day before the Meeting, nor shall the Company take such sales ortransactions into consideration.Owners of Shares in the Company who are not domiciled in France may be registered in an accountand represented at Meetings by an intermediary that has been registered on their behalf and given ageneral power of attorney to manage the shares. On opening its account, however, the intermediarymust disclose its status as an intermediary holding shares on behalf of third parties to the Company orthe financial intermediary acting as account holder, in accordance with the applicable legal andregulatory provisions.Based on a decision by the Board of Directors published in the meeting notice and invitation toShareholders, Shareholders may participate in Meetings by videoconferencing, or by other means oftelecommunication or remote transmission, including the internet, in accordance with legal andregulatory provisions. The Board of Directors will set the terms governing participation and voting,verifying that the procedures and technologies employed meet the technical criteria required to ensurethat the meeting is continuously and simultaneously relayed and that votes are accurately recorded.Provided they comply with the set deadlines, Shareholders who use the electronic voting formprovided on the website set up by the entity in charge of the meeting formalities shall be counted asbeing present or represented at the Meeting. The electronic form may be completed and signed onlineusing any procedure, including a login and password combination, that has been approved by theBoard of Directors and complies with the requirements set out in the first sentence of the secondparagraph of Article 1316-4 of the French civil code.A proxy or a vote issued before the Meeting using these electronic means and the subsequentacknowledgement of receipt thereof shall be deemed to be irrevocable instruments that areenforceable against all parties. Note that if shares are sold before 12 midnight CET on the thirdbusiness day before the Meeting, the Company will invalidate or make the necessary changes to theproxy or vote issued before that time and date, as appropriate.ARTICLE 25 – ATTENDANCE LIST – OFFICERS OF THE MEETING1. An attendance list setting out the information required by law is kept for each Meeting ofShareholders.This list, which must be duly initialled by all Shareholders present or their proxies, and to which areattached all proxy forms given to each of the proxies and any ballots cast remotely, shall be certifiedas accurate by the officers of the Meeting.Page 219 sur 237
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