BOOK II: Commercial companies and economic interest groupings.

In the event of a merger or demerger, the preference shares may be exchanged for shares of the companies benefiting from the transfer of assets and liabilities with equivalent special rights, or according to a specific exchange parity taking into account the special rights relinquished. In the absence of an exchange for shares conferring equivalent special rights, the merger or demerger is subject to approval by the special meeting provided…

The dividend distributed, if any, to holders of preference shares may be paid in equity securities, in accordance with the terms set by the Extraordinary General Meeting or the Articles of Association.

The holders of preference shares, formed into a special meeting, have the option of appointing one of the company’s statutory auditors, if any, to draw up a special report on the company’s compliance with the special rights attached to the preference shares. This report shall be distributed to the holders of preference shares at a special meeting. .

The shares remain negotiable after the dissolution of the company and until the close of liquidation.

The cancellation of the company or of a share issue does not render null and void any negotiations that took place prior to the cancellation decision, if the securities are regular in form. However, the purchaser may exercise a warranty claim against his seller.

In a company whose shares are not admitted to trading on a regulated market, the transfer of shares or securities giving access to the capital, for any reason whatsoever, may be subject to the company’s approval by means of a clause in the Articles of Association. An approval clause may only be stipulated if the shares are registered shares by virtue of the law or the Articles of Association. This…

If an approval clause is stipulated, the request for approval indicating the full name and address of the transferee, the number of shares or securities giving access to the capital whose transfer is envisaged and the price offered, shall be notified to the company. Approval results either from notification or from failure to respond within three months of the request. If the company does not approve the proposed transferee, the…

If the company has given its consent to a proposed pledge of shares under the conditions provided for in the first paragraph of article L. 228-24, such consent shall entail approval of the transferee in the event of compulsory realisation of the pledged shares, unless the company prefers, after the transfer, to buy back the shares without delay, with a view to reducing its capital.

If the shareholder fails to pay up at the times set by the Board of Directors, the Management Board or the managers, as the case may be, the sums remaining to be paid on the amount of the shares subscribed by him, the company shall send him a formal notice. At least one month after this formal notice has remained without effect, the company shall proceed, without any judicial authorisation,…

The defaulting shareholder, successive transferees and subscribers are jointly and severally liable for the unpaid amount of the share. The company may take action against them, either before or after the sale, or at the same time, to obtain both the sum due and reimbursement of the costs incurred. The person who has paid off the company shall have recourse for the whole against the successive holders of the share….