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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03met, the second Special 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 Preferred Shareholderspresent or represented.2. Collective resolutions falling under the authority of Ordinary General Meetings or ExtraordinaryGeneral Meetings are not subject to approval by Special Meetings.However, in accordance with the provisions of Article L.225-99 of the French Commercial Code, anycollective resolutions falling under the authority of Ordinary General Meetings and amending individualrights attached to one or more classes of Preferred Shares under the Articles of Association shall befinal only after they have been approved by the Special Meeting of Preferred Shareholders for eachrelevant class of Preferred Shares, voting no later than on the date of the General Meeting.Furthermore, in accordance with the provisions of Article L.228-17 of the French Commercial Code,any proposed merger or demerger of the Company under which the Preferred Shares would not beexchangeable for shares entitling the individual holders to equivalent rights shall be subject toapproval by a Special Meeting of such Shareholders.3. In addition to the aforesaid statutory provisions, the following shall be subject to approval bySpecial Meetings of the relevant class of Preferred Shareholders:• any issue of Shares giving the holders access to securities granting a right of priority paymentin the event of a Distribution (as defined in paragraph 4, Article 31 “Determination, allocation anddistribution of profit” herein) and/or liquidation dividend over the Preferred Shares of the relevant classand/or appropriation of losses below the proportional share that such securities represent in the sharecapital in the event of a capital reduction for reasons not due to losses; and• any proposal to reincorporate the Company in another legal form.For information, it is duly noted that decisions including but not limited to the following shall not besubject to approval by Special Meetings of holders of existing Preferred Shares:• issues of Ordinary Shares, or issues of a new class of Preferred Shares with characteristicsidentical to those of the Preferred Shares already issued except for the Issue Price, Issue Date and/orRate and the consequences of these characteristics for the voting rights of Preferred Shares belongingto a given class; and• Share buybacks and/or cancellations under the terms of (i) buybacks of Preferred Shares bythe Company pursuant to Article 32 “Repurchases of Preferred Shares by the Company”, paragraph B“Option to repurchase Preferred Shares at the Company’s initiative” herein; (ii) Share buybackprogrammes carried out under the terms and conditions provided by Articles L.225-209 et seq. of theFrench Commercial Code; and (iii) a public offer to buy Ordinary Shares or any class of PreferredShares.ARTICLE 30 – FINANCIAL YEARThe financial year shall begin on 1 January and end on 31 December of each year.ARTICLE 31 – DETERMINATION, ALLOCATION AND DISTRIBUTION OF PROFIT1. Five per cent of the profit for a financial year less any accumulated losses shall be posted tothe legal reserve until the reserve reaches one-tenth of the share capital.2. The balance, increased by retained earnings, if any, shall constitute the distributable profitwhich the Ordinary General Meeting of Shareholders shall:Page 222 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03• allocate to one or more ordinary or extraordinary, optional reserve accounts, with or without aspecific purpose;• distribute to the Ordinary Shareholders and to the Preferred Shareholders as a dividend.The Ordinary General Meeting may also decide to distribute amounts from reserves distributable bythe Shareholders.Any Distribution (as defined in paragraph 4 hereinafter) shall be effected under the terms andconditions set out in paragraphs 3 to 9 below.3. Any Ordinary Shareholders and any Preferred Shareholders who provide proof, at the end of afinancial year, that their shares have been registered in their name for at least two years and are stillregistered in their name on the date the dividend distributed for that financial year is paid shall beentitled to the dividend increase awarded to Ordinary Shares and Preferred Shares registered in theaforesaid manner, which will not exceed 10% of the dividend paid to other Shares, including when thedividend is paid in the form of new Ordinary Shares or Preferred Shares. The increased dividend shallbe rounded down to the nearest cent if necessary.The number of Shares that are eligible for the increased dividend per shareholder cannot exceed0.5% of the share capital as at the end of the relevant financial year.It is specified that in the event a dividend is paid in Shares, the Shares allocated as payment shall beof the same class as the Shares on which the dividend is paid, and that all these Shares shallimmediately be fully fungible with the Shares previously held by the Ordinary Shareholder or thePreferred Shareholder as regards entitlement to the dividend increase.However, in the event a dividend is paid in Shares and fractional Shares are allocated, OrdinaryShareholders or Preferred Shareholders satisfying the legal requirements may pay the balance in cashto instead obtain one additional Share.The foregoing shall apply for the first time to dividend payments for the financial year ended 31December 2013 (as determined by the ordinary general meeting to be held in 2014).4. The Ordinary General Meeting or, in the case of an interim dividend, the Board of Directors,may, for a given financial period, decide to pay or not to pay a dividend to the Ordinary Shareholdersand the Preferred Dividend (as defined in paragraph 6.A. of this Article) to the Preferred Shareholders,in order to comply with the Company’s prudential requirements, inter alia.It is hereby specified that in order to pay the Preferred Dividend to the Preferred Shareholders, theOrdinary General Meeting must also have decided to make a Distribution, regardless of the amount, tothe Ordinary Shareholders. Preferred Shareholders shall, however, have a right of priority under theterms set out in paragraph 5 of this Article.For purposes of this paragraph 4, any payment made to Ordinary Shareholders under a Sharebuyback shall be deemed to be a Distribution to Ordinary Shareholders and therefore give rise to thepayment of the full amount of the Preferred Dividend to the Preferred Shareholders (even if nodividend is paid to Ordinary Shareholders), it being specified that the following shall not be deemed tobe a Distribution to Ordinary Shareholders: (i) purchases of Shares under the terms of Share buybackprogrammes carried out under the conditions stipulated by Articles L.225-209 et seq. of the FrenchCommercial Code (or any equivalent regulations applicable as of the date of the relevant transaction),unless such purchases are effected by means of a public offer to buy shares; and (ii) public offers tobuy shares that are tendered to all Ordinary Shareholders and Preferred Shareholders in proportion totheir ownership of the share capital. In the event of a share buyback that is deemed to be aDistribution, the Preferred Dividend shall be payable on the Date on which the relevant eventoccurred, which shall then be deemed to be a “Payment Date” as defined in paragraph 9 of this Article.Should there arise a Prudential Event affecting the Company, no Preferred Dividend shall be paid tothe Preferred Shareholders (including in the case covered by the foregoing paragraph) and nodividend (including in the form of an interim dividend) shall be paid to the Ordinary Shareholders.Page 223 sur 237
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UPDATE A03Financial reviewat 30 Jun
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JUNE 2012JUNE 2012JUNE 2012JUNE 201
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