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In the event that, during any given year, no dividend is released for
payment on the Ordinary Shares, the Preference Dividend will be
released for payment on June 1st of that year.
8.1.4
The Preference Dividend is non-cumulative. This means that
in the event that the dividend is paid only in part or not at all dur-
ing one or more years, the holders of Preference Shares will not be
able to recover, during the subsequent year or years, the difference
between any amount or amounts that may have been paid and the
amount of six Euros thirty-seven cents (€6.37) per Preference Share.
8.1.5 In the event that, during any given year, the Board of Directors
were to decide to distribute a dividend on the Ordinary Shares pay-
able other than in cash, the Preference Dividend will be payable in
cash, or according to the same method as for the Ordinary Shares, at
the option of each of the holders of Preference Shares.
8.2. Conversion
The Preference Shares are convertible into Ordinary Shares, on one
or more occasions, at the option of their holders exercised in the
following cases:
• 1° From the fifth anniversary of their issue date, from May 1st to
May 10th of that year, and subsequently during the last ten days of
each quarter of the calendar year;
• 2° At any time during a period of one month following notification of
the exercise of the call option referred to below; and
• 3° In the event of the Company being liquidated, during a period
beginning two weeks after publication of the liquidation decision
and ending on the day before the General Meeting convened to con-
clude the liquidation process.
The conversion rate will be one Ordinary Share for one Preference
Share.
The conversion will be carried out by issuing new Ordinary Shares,
without increasing the Company’s capital. The Company’s Board
of Directors may have the conversions carried out recorded in an
authentic document. These official records may be grouped together
at the end of each civil quarter, on the understanding that the con-
version will be deemed to have taken effect on the date of dispatch
of the request for conversion.
The conversion request must be addressed to the Company by the
holder of the Preference Shares by registered post, indicating the
number of Preference Shares for which conversion is requested.
8.3. Call option
Starting from the fifteenth year following their issue, the third party
designated by the Company may purchase in cash all or some of the
unconverted Preference Shares. However, this purchase may only
take place (1) at the earliest 45 days after the Company’s Board of
Directors has given notification of its decision to exercise the call
option, and provided that the Preference Shares concerned have not
in the meantime been converted into Ordinary Shares by their hold-
ers; and (2) only after any Preference Dividends relating to the year
preceding notification of the exercise of the call option have been
paid to the holders of Preference Shares.
In the event that the purchase involves only a portion of the uncon-
verted Preference Shares, it would be applied to each holder of
Preference Shares, proportionately to the number of Preference
Shares held.
Furthermore, should it be the case, in whatever manner, that the
unconverted Preference Shares represent no more than two and a
half percent (2.5%) of the total number of Preference Shares origi-
nally issued, the third party designated by the Company may pur-
chase the balance of the unconverted Preference Shares, as from
the fifth year following their issue date, at the earliest 45 days after
the Company’s Board of Directors has given notification of its deci-
sion to exercise the call option, and provided that the Preference
Shares concerned have not in the meantime been converted into
Ordinary Shares by their holders.
The purchase of the unconverted Preference Shares will be made at
a price equal to their issue price (capital and share premium, where
applicable).
The call option will be exercised by means of notification given by
the third party designated by the Company, addressed to each of
the holders of Preference Shares concerned, by registered letter,
of its decision to purchase Preference Shares. This notification will
indicate the number of Preference Shares to be sold by the holder
of the Preference Shares concerned. Transfer of title will take place
45 days following this notification, by means of payment of the price
by transfer to the bank account to be indicated by the holders of
Preference Shares in response to the notification.
The subscription or acquisition, on whatsoever grounds, of
Preference Shares implies the obligation by the holder of Preference
Shares to sell to the third party designated by the Company, within
45 days of the above-mentioned notification, the Preference Shares,
the purchase of which has been duly decided upon by virtue of
this provision. This subscription or this acquisition also entails an
irrevocable mandate given to the Company to enter the required par-
ticulars in the shareholders’ register as a record of transfer of the
Preference Shares.
In the event of the holder of Preference Shares failing to present the
Preference Shares, the purchase of which has been duly decided
upon, within 45 days of the notification of the exercise of the call
option, the shares not presented will automatically be deemed to
have been transferred to the third party designated by the Company,
subject to deposit of the price with the Caisse des Dépôts et
Consignations.
8.4. Voting right
Each Preference Share carries a voting right at the General Meeting
identical to that carried by an Ordinary Share.
8.5. Priority in the event of liquidation
In the event that the Company is liquidated, each Preference Share
will receive by priority, from the net assets of the Company remain-
ing after discharge of all debts, charges and liquidation expenses, an
amount in cash equal to the paid-up issue price (capital and share
premium, where applicable) of the Preference Share concerned.
The Preference Shares will not participate in the distribution of any
liquidation surplus. From this it follows that the amount distributed to
the Preference Shares in the event of liquidation may never exceed
the issue price (capital and share premium, where applicable) of the
Preference Shares.
In the event of the liquidation of the Company, whether voluntary
or compulsory, the holders of Preference Shares will automatically
have the right to convert the Preference Shares into Ordinary Shares
during a period beginning two weeks following publication of the liq-
uidation decision and ending on the day before the General Meeting
convened to conclude the liquidation process, on the understanding
that the holders of Preference Shares will be informed by the liquida-
tor, prior to this meeting, of the result of the liquidation operations.
No distribution will be made to the shareholders before the expiry of
this conversion period except where all the Preference Shares have
been converted into Ordinary Shares.
8.6. Maximum percentage of Preference Shares
The Preference Shares may not represent in total more than fifteen
per cent (15%) of the Company share capital following their issue,
unless otherwise decided by at least a seventy-five per cent (75%)
majority of the votes in each share class.
In addition, the Company may not issue Preference Shares or reduce
the share capital in such a way that the Preference Shares repre-
sent in total more than fifteen per cent (15%) of the Company share
capital or carry out any other operation which has this effect, unless
otherwise decided by at least a seventy-five per cent (75%) majority
of the votes in each share class.