PDF (3.77 Mo) - Le Crédit Agricole
PDF (3.77 Mo) - Le Crédit Agricole
PDF (3.77 Mo) - Le Crédit Agricole
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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