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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
Crédit <strong>Agricole</strong> S.A.Update of the 2011 registration document - A03ARTICLE 34 – DISSOLUTION – LIQUIDATION1. The Company shall be in liquidation as from the time that it is dissolved, for any reasonwhatsoever. Its legal personality shall subsist for purposes of such liquidation and until completionthereof.The Shares may continue to be traded until liquidation has been completed.Dissolution of the Company shall be effective as against third parties only as from the date on whichthe notice of dissolution is published in the Paris Trade and Company Registry.At the end of the life of the Company or if it is dissolved in advance by an Extraordinary GeneralMeeting of Shareholders, said Meeting shall fix the rules governing liquidation. Voting in accordancewith the quorum and majority voting requirements applicable to Ordinary General Meetings, it shallappoint one or more liquidators whose powers it shall determine, and who shall carry out theirresponsibilities in accordance with the law. Upon appointment of the liquidators, the functions of thedirectors, the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officers shallcease.Throughout the duration of liquidation, the General Meeting and the Special Meetings of Shareholdersshall continue to exercise the same powers as they did during the life of the Company.2. The liquidator shall represent the Company. He shall be vested with the broadest powers todispose of its assets, even informally. He is authorised to pay creditors and distribute the remainingbalance.The General Meeting may authorise the liquidator to continue pending business or to undertake newbusiness for the purpose of the liquidation.3. In the event of the Company’s liquidation, the Preferred Shares shall rank pari passu amongstthemselves and with the Ordinary Shares as set forth below.After all of the Company’s liabilities have been settled, the Preferred Shares and the Ordinary Sharesshall have identical rights to the net assets, proportional to the percentage of Notional Capitalrepresented by each class of Shares, and, with respect to the Preferred Shares in each class, up tothe amount of their Adjusted Issue Price (as defined in Article 6, “Share Capital” of the Articles ofAssociation).The par value of the Ordinary Shares and of the Preferred Shares shall be reimbursed proportional totheir share of the Company’s share capital, and any liquidation dividend shall be distributed, such thatthe principle set out in the foregoing paragraph is observed, and, for all of the foregoing, and withrespect to the Preferred Shares, up to the Adjusted Issue Price.ARTICLE 35 – DISPUTESCourts having jurisdiction under Ordinary law shall resolve any dispute which may arise during the lifeof the Company or during liquidation following dissolution, either among the Shareholders, themanaging and governing bodies and the Company, or among the Shareholders themselves, inconnection with corporate business or compliance with the provisions of the Articles of Association.Page 231 sur 237
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