PDF (3.77 Mo) - Le Crédit Agricole

Crédit Agricole 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