PDF (3.77 Mo) - Le Crédit Agricole

Crédit Agricole 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