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Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03(i) a Preferred Dividend has been distributed in respect of the last two financial years before thebuyback, unless the SGCB waives this condition for the Company, and (ii) the Outstanding Amountapplicable to the given class of Preferred Shares is no less than the product of the Adjusted IssuePrice of the given class multiplied by the number of outstanding Preferred Shares of the given class;(ii) if an issue, conversion, merger or demerger is subject to approval by a Special Meeting ofPreferred Shareholders belonging to a given class, and if such Special Meeting does not approvesuch an issue, exchange, merger or demerger under the quorum and majority requirements providedby these Articles of Association, and subject to providing notice to the Preferred Shareholders of thegiven class in writing or by means of a notice published in a daily business and financial newspublication with a wide circulation in Paris at least 30 calendar days and no more than 60 calendardays in advance, the Board of Directors may arrange to repurchase all (and not just part) of thePreferred Shares in the said class at the Buyback Amount (as defined in this Article in paragraph 1.3,“Determination of the Buyback Amount in the event that the Company exercises its option to buy backthe Preferred Shares”) on the date stated in the notice;(iii) if, due to a change in French law or regulations, or due to a change in the official application orinterpretation thereof that may come into effect after the Date of Issue of the Preferred Shares, theproceeds from the issue of the Preferred Shares ceases to fully qualify as Core Capital (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”) and subject to providing notice to the PreferredShareholders of the given class in writing or by a notice published in a daily business and financialnews publication with a wide circulation in Paris at least 30 calendar days and no more than 60calendar days in advance, the Board of Directors may arrange to repurchase all (and not just part) ofthe portion of the Preferred Shares (where each class of Preferred Shares shall receive equaltreatment based on its pro rate share of the Percentage of Preferred Shares in the Notional Capitalapplicable thereto) that cease to fully qualify as Core Capital (as defined in this Article, in paragraph1.3, “Determination of the Buyback Amount in the event that the Company exercises its option to buyback the Preferred Shares”), as of a date stated in the notice which shall not be earlier than the dateon which the proceeds from the issue of the Preferred Shares cease to fully qualify as Core Capital (asdefined in this Article, in paragraph 1.3, “Determination of the Buyback Amount in the event that theCompany exercises its option to buy back the Preferred Shares”);(iv) if, due to illegality or to a change in French laws or regulations or in the official application orinterpretation thereof that may come into effect after the Date of Issue of Preferred Shares of a givenclass, and that may result in an unfavourable change in the financial condition of the holders of thesePreferred Shares, the Board of Directors may, in order to protect the legitimate interests of theCompany and of the holders of such Preferred Shares, and subject to providing notice to the PreferredShareholders of the given class in writing or by a notice published in a daily business and financialnews publication with a wide circulation in Paris at least 30 calendar days and no more than 60calendar days in advance, arrange to repurchase all (and not just part) of the relevant PreferredShares at the Buyback Amount (as defined in this Article, in paragraph 1.3, “Determination of theBuyback Amount in the event that the Company exercises its option to buy back the PreferredShares”), as of a date stated in the notice which shall not be earlier than the effective date of theillegality, of the change in French laws or regulations, or in the official application or interpretationthereof, as the case may be.1.3 Determination of the Buyback Amount in the event that the Company exercises itsoption to buy back the Preferred SharesFor purposes of this Article 32.B,• “Core Capital” means tier one capital (i) as defined in Article 2 of CRBF (Comité de laRéglementation Bancaire et Financière) Regulation 90-02 of 23 February 1990, as amended; or (ii)funds qualified as such by the SGCB, without any upper limit;• “Buyback Amount” means, for each Preferred Share of a given class:(i)the Adjusted Issue Price applicable to that class,(ii) plus an amount calculated by multiplying (a) the ratio obtained by dividing the OutstandingAmount applicable to the given class by the number of Preferred Shares of the given class outstandingPage 228 sur 237
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03as of the buyback date, by (b) the Rate and (c) the ratio obtained by dividing the number of dayselapsed during the Calculation Period by 365 days;• “Calculation Period” means the period between:(a)first,• the Payment Date (inclusive) of the Preferred Dividend paid in respect of Year “n-1” or, if noPreferred Dividend was paid in respect of that year, the anniversary date of the issue in Year “n-1”(inclusive), if:(x) the Ordinary General Meeting convened to vote on the appropriation of net income forYear “n-1” has not yet been held and a preferred dividend has not been approved for Year “n”,or(y) the Ordinary General Meeting convened to vote on the appropriation of net income forYear “n-1” has been held and a Preferred Dividend has been approved for Year “n” and such Dividendhas not yet been paid and will not have been paid as of the buyback date, or• the Payment Date (inclusive) of the Preferred Dividend in respect of Year “n” or, if noPreferred Dividend is paid in respect of that year, the anniversary date of the issue in Year “n”(inclusive), if:(x) a Preferred Dividend has been approved for Year “n” and such Dividend has beenpaid or will be paid as of the buyback date, or(y) the Ordinary General Meeting convened to vote on the allocation of net income forYear “n-1” has been held and a Preferred Dividend was not approved for Year “n”,(b) second, the buyback date (exclusive), which is deemed to occur during Year “n” for purposesof this paragraph.As an exception to the foregoing, if the last Preferred Dividend paid in respect of Year “n-1” or Year “n”was paid when an interim dividend was paid, the Calculation Period shall be:(a) the period between the date of the Ordinary General Meeting convened to vote on thefinancial statements for the year in respect of which an interim dividend was paid, if the meeting is heldbefore the buyback date, and the buyback date; or(b) zero, if the Ordinary General Meeting convened to vote on the financial statements for theyear in respect of which an interim dividend was paid, is held after the buyback date.ARTICLE 33 – CONVERSION OF PREFERRED SHARES1. The Board of Directors may, with the right to further delegate such powers pursuant to theapplicable laws and regulations, in the cases and under the conditions set out in paragraph 2 of thisArticle, convert all (and not just part) of the Preferred Shares of a given class into Ordinary Shares,using a conversion ratio (calculated to three decimal points; the fourth decimal point is rounded to thenext nearest decimal point and 0.0005 is rounded to the next highest one-thousandth, that is, to 0.001)(the “Conversion Ratio”), determined for the Ordinary Shares, on the basis of the Value of anOrdinary Share (as defined in paragraph 8 of this Article) and for the Preferred Shares, on the basis ofthe Buyback Amount (as defined in paragraph 1.3, “Determination of the Buyback Amount in the eventthat the Company exercises its option to buy back the Preferred Shares” of Article 32, “Repurchasesof Preferred Shares by the Company” of the Articles of Association).2. The conversion procedure shall be implemented only if the following two events occur:• in the case of a merger or demerger requiring approval by a Special Meeting of a given classof Preferred Shareholders, if the Special Meeting does not approve the merger or demerger under thequorum and majority requirements stipulated herein; and• if the Company has filed for prior SGCB approval of the proposed transaction and not securedsuch approval in time to carry out the buyback of the given class of Preferred Shares in accordancewith subparagraph (ii) of paragraph 1.2, “Cases in which the Company may exercise its option to buyPage 229 sur 237
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UPDATE A03Financial reviewat 30 Jun
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