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the allocation of new shares. This irreducible right of allocation meets the
following conditions established by the Sicafi/Bevak legislation:
1° it relates to all the newly issued shares;
2° it is granted to shareholders in proportion to the part of the capital
represented by their shares at the time of the operation;
3° a maximum price per share is announced no later than the day
before the opening of the public subscription period, which must
last for at least three trading days.
The irreducible right of allocation applies to the issue of shares, of con-
vertible bonds and of subscription rights. It need not be granted in the
case of a contribution in cash with limitation or abolition of the preference
subscription right, in addition to a non-cash contribution in the context of
the distribution of an optional dividend, provided that the granting thereof
is in fact open to all shareholders.
Capital increases by way of a non-cash contribution are subject to the
rules prescribed by Articles 601 and 602 of the Company Code. In addition,
the following conditions must be met in the case of a non-cash contribu-
tion, in accordance with the Sicafi/Bevak legislation:
1° the identity of the party making the contribution must be
mentioned in the report of the Board of Directors referred to in
Article 602 of the Company Code, as well as, where appropriate, in
the notice convening the General Shareholders’ Meeting that will
take a decision on the capital increase;
2° the issue price may not be below the lower value between (a) a
net asset value dating back no more than four months before the
date of the contribution agreement or, at the company’s choice,
before the date of the capital increase deed and (b) the average
closing price of the 30 calendar days prior to this same date. In
this respect, it is permitted to subtract from the amount referred to
in point 2(b) above an amount corresponding to the portion of the
gross undistributed dividends, of which the new shares could be
deprived, provided that the Board of Directors specifically justifies
the amount of the accumulated dividends to be deducted in its
special report and discloses the financial conditions of the opera-
tion in the Annual Financial Report;
3° except where the issue price or, in the case referred to in
Article 6.6, the exchange ratio, and their terms and conditions
are determined and communicated to the public no later than on
the day following the conclusion of the contribution agreement,
mentioning the time frame within which the capital increase will in
fact be carried out, the capital increase deed is concluded within a
maximum of four months; and
4° the report referred to in point 1° above must also indicate the
impact of the proposed contribution on the situation of the old
shareholders, in particular concerning their portion of the profits,
of the net asset value and of the capital, as well as the impact in
terms of voting rights.
These additional conditions are not applicable in the case of a contribu-
tion of the dividend right in the context of the distribution of an optional
dividend, provided that its granting is in fact open to all shareholders.
If the General Shareholders’ Meeting decides to ask for the payment of
an issue premium, this must be entered in an non-distributable reserve
account which may be reduced or abolished only by a decision of the
General Shareholders’ Meeting deliberating in accordance with the pro-
visions laid down for the amendment of the Articles of Association. The
issue premium, in the same capacity as the capital, will be in the nature of
a common pledge in favour of third parties.
SHARES
Article7 - Types of shares
The shares are without par value. The shares are divided into two catego-
ries: ordinary shares (referred to as “Ordinary Shares” in these Articles of
Association) and preference shares (referred to as “Preference Shares” in
these Articles of Association).
The Preference Shares confer the rights and have the characteristics set
out in Article 8 of the Articles of Association. The Ordinary Shares are regis-
tered or dematerialised shares, at the choice of the owner or holder (here-
after “the Shareholder”) and within the limits laid down by Law.
The Shareholder may, at any time and at no cost, request that these shares
be converted into registered or dematerialised shares. The Preference
Shares are registered. All dematerialised shares are represented by an
entry in the Shareholders’ account held by an accredited account holder
or settlement institution.
A register of registered shares is held at the registered offices of the com-
pany, and where appropriate and permitted by law, this register may take
the electronic form. Shareholders may consult the register with respect to
their shares.
Article8 - Preference Shares
In addition to the Ordinary Shares, the company may issue Preference
Shares, against a cash or non-cash contribution, or in connection with a
merger. The Preference Shares confer the rights and have the character-
istics set out below:
8.1. Priority Dividends
8.1.1.
Each Preference Share carries entitlement to a dividend payable by
priority in relation to the dividend payable on Ordinary Shares (hereafter
“Priority Dividend”).
The annual gross amount of the Priority Dividend is six Euros thirty-seven
cents (€6.37) per Preference Share.
The Priority Dividend is only due, in full or in part, where there are distributable
profits within the meaning of Article 617 of the Company Code and where the
company’s General Shareholders’ Meeting decides to distribute dividends.
Accordingly, in the event that, during any given year, there are no distrib-
utable profits within the meaning of Article 617 of the Company Code, or
that the General Shareholders’ Meeting were to decide not to pay out divi-
dends, no Priority Dividend will be paid to the holders of Preference Shares.
Furthermore, in the event that, during any given year, the level of distrib-
utable profits within the meaning of Article 617 of the Company Code does
not permit the payment of the full amount of the Priority Dividend, or that
the General Shareholders’ Meeting were to decide to distribute dividends
the amount of which is insufficient to pay the full Priority Dividends, the
holders of Preference Shares will receive a Priority Dividend only for the
amounts distributed.
8.1.2.
The Preference Shares do not confer rights to the distribution of
profits other than the Priority Dividend, subject to their priority right in the
event that the company is liquidated, as indicated in point 8.5 below. As
a result, the dividend to be distributed among the Preference Shares may
never exceed the annual gross amount of the Priority Dividend, namely six
Euros thirty-seven cents (€6.37) per Preference Share.
8.1.3.
The Priority Dividend is released for payment on the same day as the
dividend payable on the Ordinary Shares except in the event of require-
ments relating to the market or to compliance with legal provisions, pro-
vided that the delay does not exceed ten working days. The distributable
profit which it has been decided to distribute will first be paid to the hold-
ers of Preference Shares, for the amount of six Euros thirty-seven cents
(€6.37) per Preference Share. Any amount remaining from the distributable
profit which it has been decided to distribute will then be paid to the hold-
ers of Ordinary Shares.
Standing Document /
Extracts from the Articles of Association
206
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