BOOK II: Commercial companies and economic interest groupings.

On expiry of the period set by decree in the Conseil d’Etat, shares in respect of which the payments due have not been made shall cease to entitle the holder to admission and voting rights at shareholders’ meetings and shall be deducted for the purposes of calculating the quorum. The right to dividends and the pre-emptive right to subscribe to capital increases attached to these shares are suspended. After payment…

Shares with a par value less than or equal to an amount set by decree in the Conseil d’Etat and not admitted to trading on a regulated market may be consolidated notwithstanding any legislative or statutory provision to the contrary. Such groupings are decided by general meetings of shareholders acting under the conditions laid down for amending the Articles of Association and in accordance with the provisions of Article L….

Share consolidations provided for in article L. 228-29-1 include the obligation for shareholders to make the purchases or sales of shares necessary to carry out the reverse split. The nominal value of the consolidated shares may not exceed an amount set by decree in the Conseil d’Etat. To facilitate these operations, the company must, before the decision of the general meeting, obtain an undertaking from one or more shareholders to…

At the end of the period set by the decree provided for in article L. 228-29-7, shares not presented for consolidation lose their voting rights and their right to dividends is suspended. The decree referred to in the first paragraph may grant an additional period to shareholders who have given the undertaking provided for in the third paragraph of Article L. 228-29-2. Dividends the payment of which has been suspended…

When the owners of securities do not have the free administration of their property, the request to exchange the old securities and the purchases or sales of fractional shares necessary to carry out the consolidation are treated as acts of simple administration, unless the new securities are requested in bearer form in exchange for registered securities.

The new securities have the same characteristics and confer, ipso jure and without the performance of any formality, the same rights in rem or claims as the old securities they replace. Rights in rem and pledges are carried over ipso jure to the new securities allocated in replacement of the old securities which are encumbered by them.

In the event of non-compliance by the company with either articles L. 228-29-1 or L. 228-29-2, or the conditions under which decisions must be taken at general meetings and the publication formalities laid down by the decree provided for in Article L. 228-29-7, consolidation remains optional for shareholders. The provisions of article L. 228-29-3 may not be applied to shareholders. If the shareholder(s) who gave the undertaking provided for in…

A decree in the Conseil d’Etat shall set the terms and conditions for the application of articles L. 228-29-1 to L. 228-29-6, in particular the conditions not provided for in Article L. 228-29-1 under which decisions of general meetings of shareholders must be taken and the formalities for publicising these decisions completed.

Companies whose shares are admitted to trading on a regulated market established or operating in a Member State of the European Union shall send to the intermediaries mentioned in 1° to 4° of I of Article L. 228-2 the information necessary to enable shareholders or their proxies to exercise the rights deriving from the shares, unless this information has been sent directly to the shareholders or to a third party…

I.-This article applies to the intermediaries mentioned in 1° to 4° of I of article L. 228-2 when they provide services to shareholders or other intermediaries in relation to the shares of companies that have their registered office in a Member State of the European Union and whose shares are admitted to trading on a regulated market established or operating in a Member State of the European Union. II.-The intermediaries…