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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A032. The Chairman of the Board, or in his absence a Vice-Chairman or a director expresslyauthorised for that purpose by the Board of Directors, shall chair Meetings of Shareholders.If a Meeting of Shareholders is convened at the request of one or more Statutory Auditors, one of theStatutory Auditors shall chair the Meeting.Whenever the person entitled or designated to chair is absent, the Meeting of Shareholders shall electits Chairman.The officers of the Meeting appoint a secretary who needs not be a Shareholder.The officers of the Meeting are in charge of verifying, certifying and signing the attendance list,ensuring that the debate is conducted in good order, resolving problems which may arise during theMeeting, checking the ballots cast and verifying that they are not void, and ensuring that minutes ofthe Meeting are drawn up.ARTICLE 26 – QUORUM – VOTING – NUMBER OF VOTESThe quorum at General Meetings is calculated on the basis of the total number of Ordinary Shares andthe quorum at Special Meetings is calculated on the basis of the total number of Preferred Shares inthe relevant class, less those shares not entitled to vote in accordance with the provisions of the law orof the Articles of Association.In the case of remote voting, only ballots received by the Company prior to the Meeting within the timeperiods and under the conditions prescribed by the applicable laws and regulations shall be counted.In the event of a proxy vote without naming a proxy holder, the Chairman shall add a vote in favour ofthe resolutions presented or approved by the Board of Directors and a vote against all otherresolutions.Except in the special cases provided for by law, each Shareholder at a General Meeting shall havethe right to cast as many votes as Ordinary Shares he holds for which all capital calls have been metand each Shareholder at a Special Meeting of a given class shall have the right to cast as many votesas Preferred Shares he holds for which all capital calls have been met.The Company shall have the right to request from an intermediary registered on behalf of aShareholder who is not domiciled in France, but which has a general power of attorney to manage thesecurities of that Shareholder, to provide a list of Shareholders which it represents and whose voteswill be exercised at a Meeting.The votes or proxies exercised by an intermediary which has not disclosed that it is acting in thatcapacity in accordance with applicable laws and regulations or the Articles of Association, or whichhas not disclosed the identity of the securities holders, shall not be counted.ARTICLE 27 – ORDINARY GENERAL MEETINGS1. All decisions which do not amend the Articles of Association are taken by the OrdinaryGeneral Meeting of Shareholders.The Ordinary General Meeting must meet at least once a year within the period prescribed by theapplicable laws and regulations to consider and vote on the accounts for the prior financial year.Its powers include the following:• to approve, modify or reject the accounts submitted to it;• to decide on the distribution and allocation of profit in accordance with the Articles ofAssociation;• to discharge or refuse to discharge directors;Page 220 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03• to appoint and dismiss directors;• to approve or reject temporary appointments of directors by the Board of Directors;• to authorise the purchase of Ordinary Shares or Preferred Shares under share buybackprogrammes established under the conditions stipulated by Articles L.225-209 et seq. of the FrenchCommercial Code (or equivalent regulations applicable as of the date of the relevant transaction);• to appoint the Statutory Auditors;• to consider and vote on the special report of the Statutory Auditors concerning transactionssubject to prior authorisation by the Board of Directors.2. The deliberations of the Ordinary General Meeting of Shareholders convened following thefirst notice shall be valid only if the Ordinary Shareholders present, represented or voting remotely atthe Meeting hold, in the aggregate, at least one fifth of all voting Ordinary Shares.There is no quorum requirement for the Meeting following the second notice.In order to pass, resolutions require a majority of the votes of the Ordinary Shareholders present,represented or voting remotely.ARTICLE 28 – EXTRAORDINARY GENERAL MEETINGS1. The Extraordinary General Meeting of Shareholders shall have exclusive authority to amendany of the provisions of the Articles of Association. However, it shall not increase the obligations of theShareholders other than through transactions, duly authorised and carried out, which are the result ofan exchange or consolidation of Shares.2. The deliberations of the Extraordinary General Meeting of Shareholders convened followingthe first notice shall be valid only if the holders of Ordinary Shares present, represented or votingremotely at the Meeting hold, in the aggregate, at least one fourth of all voting Ordinary Shares, or onefifth of all voting shares following the second notice. If this last quorum is not met, the secondExtraordinary General Meeting may be postponed to a date not later than two months after the datefor which it was scheduled.In order to pass, resolutions require a two-thirds majority of the votes of the holders of OrdinaryShares present, represented or voting remotely.3. Notwithstanding the foregoing provisions, and as permitted by law, an Extraordinary GeneralMeeting which approves a capital increase through the capitalisation of reserves, profits or sharepremiums shall be subject to the same quorum and majority voting requirements as an OrdinaryGeneral Meeting.ARTICLE 29 – SPECIAL MEETINGS1. All holders of Preferred Shares of the same class are convened in Special Meetings.Holders of Ordinary Shares do not have the right to attend Special Meetings and have no voting rightstherein.In accordance with the law, the deliberations of Special Meetings convened following the first noticeshall be valid only if the holders of Preferred Shares belonging to the class for which the SpecialMeeting is to be held and present or represented hold, in the aggregate, at least one-third, or,following the second notice, one-fifth of all Preferred Shares with voting rights at Special Meetings,and if it is proposed that the rights attached to those shares be amended. If this last quorum is notPage 221 sur 237
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