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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03For purposes of the foregoing paragraph, a “Prudential Event” means any one of the following twosituations:(i) the Company’s capital adequacy ratio on a consolidated basis is below the minimumpercentage required by applicable banking regulations;(ii) the Company has received written notification from the SGCB that its financial position will, inthe near future, cause its capital adequacy ratio to fall below the minimum percentage cited inparagraph (i).5. Any distribution, regardless of form, approved by the Ordinary General Meeting orExtraordinary General Meeting, or, if in the form of an interim dividend, by the Board of Directors, thatis charged against any of the equity accounts (profits, including profits based on an interim balancesheet in the case of an interim dividend; retained earnings; reserves; share premiums; or otheraccounts) (a “Distribution”) shall be allocated as follows:(i) first, to the Preferred Shareholders, up to the amount of the Preferred Dividend (as defined inthis Article, in paragraph 6.A. below); and(ii)the balance, to the Ordinary Shareholders.Consequently, no Distribution shall be paid to the Ordinary Shareholders in respect of a given financialyear if the Preferred Dividend payable to the Preferred Shareholders for such year has not beendistributed and paid in full.A Distribution is allocated to the financial period in respect of which it is paid, except in the case ofinterim dividends. An interim dividend paid before the General Meeting convened to vote on thefinancial statements for Year “n” is allocated to Year “n+1”. These rules for allocating Distributionsapply to all Distributions, whether paid out to Ordinary Shareholders or to Preferred Shareholders inthe form of a Preferred Dividend.6. If the Preferred Dividend in respect of a given year is not distributed, the undistributed amountof the Preferred Dividend shall not be carried forward and the Company shall have no obligation todistribute this amount to the Preferred Shareholders.6.A. In the event of a Distribution under the terms and conditions set out in paragraphs 4 and 5 ofthis article, the amount of the dividend (the “Preferred Dividend”) payable per Preferred Share of agiven class in respect of each financial year to which it is allocated (other than the first year in which aPreferred Dividend is payable to Preferred Shareholders, in the amount determined under theconditions set out in paragraph 6.B. below), shall be calculated by multiplying:(i)the Rate applicable to the relevant class; by(ii) the ratio obtained by dividing the Outstanding Amount (as defined in paragraph 6.C.) in thegiven class by the number of Preferred Shares in the given class outstanding as of the date of thedecision to distribute the Dividend.For purposes of this calculation, the Outstanding Amount shall be determined after taking into accountthe Reduction of the Outstanding Amount or the Restitution of the Outstanding Amount arising,respectively, from the Net Loss or the Profit (as defined in paragraph 6.C. herein) for the yearimmediately preceding the year in which the Preferred Dividend is payable.It is hereby specified that, in the event that a Preferred Dividend is paid before the date of a Reductionof the Outstanding Amount or a Restitution of the Outstanding Amount, the Preferred Dividend shall bedeemed to have been determined on a provisional basis (based on the Outstanding Amountcalculated on the basis of the last available certified annual consolidated financial statements). ThePreferred Dividend shall be recalculated immediately following completion of the Reduction of theOutstanding Amount or the Restitution of the Outstanding Amount. In the event that the PreferredDividend recalculated in this manner is higher than the Dividend already paid, an additional dividendshall be paid to the Preferred Shareholders on the next date on which a Distribution is paid to theOrdinary Shareholders. Conversely, in the event that the Preferred Dividend recalculated in thismanner is lower than the dividend already paid, the Preferred Shareholders shall not be required torefund any amounts, notwithstanding any statutory or regulatory provisions to the contrary.Page 224 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A036.B. In the event that the Initial Meeting decides to distribute a Preferred Dividend, the resultingPreferred Dividend payable per Preferred Share shall be calculated by applying to the amountobtained by multiplying (i) by (ii) as defined in paragraph 6.A. above, the ratio obtained by dividing (a)the number of days elapsed between the period from the Date of Issue (inclusive) and the PaymentDate (exclusive) by (b) 365;where “Initial Meeting” means the first General Meeting held after the end of the financial year duringwhich the Preferred Shares are issued and that has approved a Distribution to the OrdinaryShareholders and/or convened to vote on the Company’s financial statements for the financial year inwhich the Preferred Shares are issued.By exception to the first subparagraph of paragraph 6.B. above, in the event of a distribution of one ormore interim dividend(s) to the Ordinary Shareholders before the Initial Meeting, a sum equal to theproduct of (i) multiplied by (ii) as defined in paragraph 6.A. above shall be paid to the PreferredShareholders on the date on which the first interim dividend was paid to the Ordinary Shareholders. Ifthis sum is less than the amount indicated in paragraph 6.B. of this Article as calculated on the date ofthe Initial Meeting and if the Initial Meeting is the Meeting convened to vote on the Company’sfinancial statements for the financial year in which the Preferred Shares are issued and duly noting thepayment of one or more interim dividend(s) to the Preferred Shareholders and Ordinary Shareholders,an additional amount equal to the difference, if positive, between the amount indicated in paragraph6.B. of this Article paid to the Preferred Shareholders and the amount of the first interim dividendalready paid to the Ordinary Shareholders shall be paid to the Preferred Shareholders. The saidadditional amount shall be paid on the day after the date of the Initial Meeting.6.C. For purposes of these Articles of Association, the “Outstanding Amount” means the productobtained by multiplying the outstanding number of Preferred Shares in a given class by the AdjustedIssue Price for the given class, (i) less the amount of each Reduction of the Outstanding Amount (asdefined below) applicable to the given class, (ii) plus the amount of each Restitution of theOutstanding Amount (as defined below) applicable to the given class, in each instance from the Dateof Issue of the Preferred Shares in the given class.If consolidated net income – Group share is negative (the “Loss”) as reflected in the Company’scertified annual consolidated financial statements after taking the Exempt Amount into account (the“Net Loss”), the Outstanding Amount applicable to the given class of Preferred Shares shall bereduced by an amount (the “Reduction of the Outstanding Amount”) calculated by multiplying (i)the Net Loss and (ii) the Percentage of the Preferred Shares in the Notional Capital of the given class(as defined below) determined on the date of publication of the certified consolidated financialstatements reflecting the Loss in question. The Reduction of the Outstanding Amount shall be deemedto have been carried out on the date of publication of the certified consolidated financial statementsreflecting the Loss in question.For purposes of the foregoing paragraph, “Exempt Amount” means the difference between (i) theamount of consolidated shareholders’ equity - Group share, excluding consolidated equity instrumentsof the Company to which the Preferred Shares are subordinated, as reflected in the Company’scertified annual consolidated financial statements, and (ii) the amount of the Notional Capital asreflected in the Company’s certified annual consolidated financial statements.If, following a Reduction of the Outstanding Amount, positive consolidated net income - Group share,as reflected in the Company’s certified annual consolidated financial statements, is recognised (a“Profit”), the Outstanding Amount applicable to the given class of Preferred Shares shall beincreased by an amount (the “Restitution of the Outstanding Amount”) calculated by multiplying (i)the Profit and (ii) the Percentage of Preferred Shares in the Notional Capital of the given classdetermined on the date of publication of the certified consolidated financial statements reflecting theProfit in question.The Restitution of the Outstanding Amount shall be deemed to have been carried out on the date ofpublication of the certified consolidated financial statements reflecting the Profit in question after aReduction of the Outstanding Amount.Notwithstanding the foregoing, for purposes of calculating the Preferred Dividend payable in respect ofa given financial year, the Restitution of the Outstanding Amount, barring prior approval by the SGCB,shall not be taken into account, as indicated above, unless a Preferred Dividend (regardless of theamount thereof) was distributed in respect of the previous two financial years.Page 225 sur 237
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UPDATE A03Financial reviewat 30 Jun
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