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The priority allocation right shall apply to the issue of shares,
convertible bonds and subscription rights exercisable by way of cash
contributions. 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 through in-kind contributions are subject to the
rules prescribed by Articles 601 and 602 of the Company Code.
In addition, and in accordance with the RREC legislation, the following
conditions must be met in the case of in-kind contributions:
1.
the identity of the party making the contribution must be mentioned in
the Board of Directors’ report referred to in Article 602 of the Company
Code and also, where applicable, in the notice convening the General
Meeting which is to take a decision on the capital increase;
2.
the issue price may not be lower than the lower of (a) a net value per
share dating from no longer than four months prior to the liquidity
provision agreement or, at the Company’s choice, prior to the date of
the capital increase deed and (b) the average quoted price during the
30 days preceding the contribution. In this connection, it is permissible
to deduct from the amount referred to in point 2(b) above an amount
corresponding to the portion of the non- distributed gross dividends,
which may be omitted from the new shares if applicable, provided that
the Board of Directors specifically justifies the amount of accumulated
dividends to be deducted in its special report and reveals the financial
conditions of the operation in its Annual Financial Report;
3.
unless the issue price or, in the case referred to in article 6.6, the
exchange rate and their procedures are determined and commu-
nicated to the public at latest on the working day following the
conclusion of the liquidity provision agreement, indicating the deadline
by which the capital increase will actually be executed, the capital
increase deed shall enter into effect by a maximum deadline 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, the net asset value
and the capital, as well as the impact in terms of voting rights.
These additional conditions are not applicable in the case of a
contribution 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.
SHARES
Article 7 - Types of shares
The shares are without par value. The shares are divided into two
categories: 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 registered or dematerialised shares, at the choice of the owner or
holder (hereafter “the Shareholder”) and within the limits laid down by
the 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 repre-
sented 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
Company, and where appropriate and permitted by law, this register
may take the electronic form. Shareholders may consult the register
with respect to their shares.
Article 8 - 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
characteristics 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 thir-
ty-seven cents (6.37 EUR) per Preference Share.
The Priority Dividend is only due, in full or in part, where there exist
distributable profits within the meaning of Article 617 of the Company
Code and where the Company’s General Meeting decides to distribute
dividends.
Accordingly, in the event that during any given year, no distributable
profits within the meaning of Article 617 of the Company Code exist,
or that the General Meeting were to decide not to pay out dividends,
no Priority Dividend will be paid to the holders of Preference Shares.
Furthermore, in the event that during any given year, the level of
distributable profits within the meaning of Article 617 of the Company
Code does not permit payment of the full amount of the Preference
Dividend, or that the General Meeting were to decide to distribute divi-
dends the amount of which is insufficient to pay the full Preference
Dividend, the holders of Preference Shares will only receive 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. It follows that 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 EUR) per
Preference Share.
8.1.3.
The Preference Dividend is released for payment on the same
day as the dividend payable on the Ordinary Shares except in the
event of requirements relating to the market or to compliance with
legal provisions, provided that the delay does not exceed 10 working
days. The distributable profit to be distributed by decision will first
be paid to the holders of Preference Shares, for the amount of six
euros thirty-seven cents (6.37 EUR) per Preference Share. Any amount
remaining from the distributable profit that it has been decided to
distribute will then be paid to the holders of Ordinary Shares.
In the event that, during any given year, no dividend is released for
payment on the Ordinary Shares, the Priority Dividend will be released
for payment on June 1
st
of that year.
8.1.4.
The Priority Dividend is non-cumulative. This means that in the
event that the dividend is paid only in part or not at all during 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 EUR) 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 payable
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, that is from May 1
st
to
May 10
th
of that year and subsequently during the last 10 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
commencing two weeks after publication of the liquidation deci-
sion and ending on the day before the General Meeting convened to
conclude the liquidation process.
The conversion rate will be one Ordinary Share for one Preference
Share.
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STANDING DOCUMENT /
Extracts from the Articles of Association