PDF (3.77 Mo) - Le CrÃ©dit Agricole

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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03In any event, the Outstanding Amount for a given class of Preferred Shares shall be no greater thanthe product of the outstanding number of Preferred Shares in the given class multiplied by theAdjusted Issue Price for the given class.The “Percentage of Preferred Shares in the Notional Capital” means, for a given class ofPreferred Shares, the ratio obtained by dividing the Notional Capital of the Preferred Shares in thegiven class by the Notional Capital.Where:“Notional Capital” means the share capital composed of Ordinary Shares and Preferred Shares, plusthe amount of any share premiums and of the legal reserve, based on the Company’s accounts at agiven date.“Notional Capital of the Preferred Shares” means, for a given class of Preferred Shares, at a givendate:(i) the product of the number of Preferred Shares in the given class initially issued multiplied bytheir Issue Price;(ii) plus, for each new issue of Preferred Shares of the same class or any increase in the parvalue of the Preferred Shares effected since their issue, the increase in the nominal amount of theshare capital and any increase in any corresponding share premiums of any kind; for information, it isduly noted that any issues of Preferred Shares or increases in the par value of Preferred Shares bythe capitalisation of any share premiums and/or of the legal reserve shall have no impact on theNotional Capital of the Preferred Shares, as the increase in the share capital is offset by a reduction inany share premiums of any kind and/or in the legal reserve;(iii) plus a share of any increase in the legal reserve effected since the issuance of the PreferredShares in proportion to the Percentage of the Preferred Shares in Notional Capital of the given classdetermined immediately before the given increase in the legal reserve;(iv) less the sum of any reductions in the Notional Capital to be allocated to the Preferred Sharesin the given class since the issuance of the Preferred Shares in the given class, that is, the sum of thefollowing amounts:(A) an amount equal to the share of capital reductions due to losses, which is to be allocated tothe Preferred Shares in the given class;(B) an amount equal to the product (x) of any reduction in the amount of any share premiumsand/or of the legal reserve effected as part of a capital reduction due to losses or a loss which isallocated to such accounts, and (y) the Percentage of Preferred Shares in the Notional Capital in thegiven class determined immediately before the given capital reduction due to losses or the allocationof the given loss; and(C)for capital reductions for a reason other than losses, an amount equal to:(x) the amount paid, and/or the value of any asset, as determined by an expert appointedby the Board of Directors (failing which, by an order of the Presiding Judge of the Paris CommercialCourt ruling in summary proceedings under the terms of Article 1843-4 of the French Civil Code),owing to Preferred Shareholders of the given class and charged against the share capital, any sharepremiums and/or the legal reserve, and(y) in the event of a cancellation of Preferred Shares that does not give rise to anypayment or allocation of assets to Preferred Shareholders upon cancellation (in case of cancellation ofPreferred Shares held in treasury, inter alia), the product of the number of cancelled Preferred Sharesin the given class multiplied by their Adjusted Issue Price as of the cancellation date.7. Preferred Shares shall be entitled to the dividend on the first day of the financial year in whichthey are issued. No Preferred Dividend shall be payable during the said year, except in the event thatan interim dividend in respect of the following year is paid to the Ordinary Shareholders.8. The Preferred Dividend is payable on the date on which Distributions are made or are deemed(in accordance with the second subparagraph of paragraph 4 above) to be made to the OrdinaryShareholders (the “Payment Date”).9. The Ordinary General Meeting may offer each Ordinary Shareholder and each PreferredShareholder, up to the limits and under the conditions that it shall determine, the option of receiving allPage 226 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03or part of the dividend payment, including payment of any Preferred Dividend or interim dividend,either in cash or in Shares to be issued, where the Shares awarded in this case are of the same classas the Shares that entitled the holder to the dividend, that is, in the form of either Ordinary Shares orPreferred Shares of the same class.ARTICLE 32 – REPURCHASES OF PREFERRED SHARES BY THE COMPANYA. Share buyback programme and public buyback offerHaving regard to Preferred Shares, and subject to prior approval by the General Meeting, the Board ofDirectors may, with the authority to further delegate such power pursuant to the applicable laws andregulations, and subject to prior approval by the Secretary General of the French Banking Commission(or any supervisory authority that may come to replace it) (the “SGCB”) buy back Preferred Sharesand/or Ordinary Shares and, if applicable, cancel such Shares, in the proportions that it shalldetermine, under the terms of (i) a Share buyback programme carried out under the terms andconditions stipulated by Articles L.225-209 et seq. of the French Commercial Code (or any equivalentregulations applicable as of the date of the relevant transaction) or (ii) any public buyback offer.B. Option to repurchase Preferred Shares at the Company’s initiative1.1. Exercise of the Preferred Share buyback option1. The Board of Directors may, with the right to further delegate such powers, pursuant to theapplicable laws and regulations, buy back Preferred Shares, subject to prior approval by the SGCB,under the terms and conditions set out in this Article in paragraph 1.2, “Cases in which the Companymay exercise its option to buy back Preferred Shares”.2. Any buyback notice under the terms of this Article 32.B is irrevocable, it being specified that abuyback notice may be contingent upon there being no objection from the Company’s creditors.3. If the buyback applies to only part of the Preferred Shares, the Preferred Shares will berepurchased from the holders of Preferred Shares of a given class on a proportional basis. In theevent that the number of Preferred Shares to be repurchased proportionately is not a whole number,the number of Preferred Shares effectively bought back from the holder shall be the next lower wholenumber.4. All Preferred Shares bought back in this manner shall be cancelled as of the buyback date.5. The reports of the Board of Directors and of the Statutory Auditors stipulated in Article R.228-19 of the French Commercial Code shall be made available to the Shareholders at the Company’sregistered office no later than fifteen days following the Board Meeting that carried out the buyback.These reports shall also be brought to the attention of the Shareholders at the next General Meeting.1.2. Cases in which the Company may exercise its option to buy back Preferred SharesUnder the conditions set out in paragraph 1.1 “Exercise of the Preferred Share buyback option” of thisArticle, the Board of Directors may, with the right to further delegate such powers pursuant to theapplicable laws and regulations, subject to prior approval by the SGCB, repurchase the PreferredShares in the following cases:(i) subject to providing written notice to the Preferred Shareholders of the given class in writing orby a notice published in a daily business and financial news publication with a wide circulation in Parisat least 30 calendar days and no more than 60 calendar days in advance, the Board of Directors mayarrange to repurchase, at any time after the tenth anniversary of the Date on which the given PreferredShares were issued, all or part of the relevant Preferred Shares at the Buyback Amount (as defined inthis Article in paragraph 1.3, “Determination of the Buyback Amount in the event that the Companyexercises its option to buy back the Preferred Shares”) on the date stated in the notice, provided thatPage 227 sur 237
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UPDATE A03Financial reviewat 30 Jun
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JUNE 2012JUNE 2012JUNE 2012JUNE 201
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