12.07.2015 Views

PDF (3.77 Mo) - Le Crédit Agricole

PDF (3.77 Mo) - Le Crédit Agricole

PDF (3.77 Mo) - Le Crédit Agricole

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03back Preferred Shares” and Article 32 “Repurchases of Preferred Shares by the Company”, andinasmuch as the terms and conditions set forth below are met as of the conversion date:(i)(ii)the Extraordinary General Meeting has approved or authorised the conversion, andapproval for the conversion has been secured from the SGCB.3. When carrying out the conversion procedure, the Company shall undertake to identify areasonable way, under then-prevailing market conditions, to enable those Preferred Shareholders whowish to do so to reclassify the Ordinary Shares to which the conversion of their Preferred Shares willentitle them.4. The holders of the Preferred Shares in the given class shall be notified of the decision toconvert their Shares in writing or by 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 before the effective date of conversion.5. If the total number of Ordinary Shares to be received by a Preferred Shareholder obtained byapplying the Conversion Ratio to the number of Preferred Shares held by the Shareholder is not awhole number, such Shareholder shall receive the next lowest number of Ordinary Shares; in thiscase, the Shareholder shall receive a sum equal to the fractional Value of the fractional OrdinaryShare.6. Any notice of conversion under the terms of these provisions shall be irrevocable, it beingspecified that a conversion notice may be subject to certain conditions.7. All Preferred Shares converted in this manner shall be fully fungible with the Ordinary Sharesas of their conversion date.8. For purposes of this Article, “Value of an Ordinary Share” means the greater of the followingtwo values:(a) the volume-weighted average quoted price of an Ordinary Share on Euronext Paris (or anyother exchange that may come to replace it) over the last fifteen trading days following but notincluding the date of publication of the notice indicated in paragraph 4 above (failing which, the dateon which the written notices indicated paragraph 4 above are sent); and(b) 95% of the volume-weighted average quoted price of the Ordinary Shares on Euronext Paris(or any other exchange that may come to replace it) over the last fifteen trading days preceding but notincluding the date of publication of the notice indicated in paragraph 4 above (failing which, the dateon which the written notices indicated paragraph 4 above are sent).9. The Board of Directors’ reports and Statutory Auditors’ reports provided by Article R.228-18 ofthe French Commercial Code shall be made available to the Shareholders at the Company’sregistered office (i) if the Extraordinary General Meeting approves the conversion, no later than thedate on which that meeting is convened; or (ii) if the Extraordinary General Meeting delegates itspowers to carry out the conversion to the Board of Directors, no later than fifteen days after themeeting at which the Board uses the authority granted to it by the Extraordinary General Meeting.These reports shall also be brought to the attention of the Shareholders at the next General Meeting.Page 230 sur 237

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!