BOOK II: Commercial companies and economic interest groupings.

Non-voting preferred shares may also be created under the conditions set out in articles L. 228-35-3 to L. 228-35-11, subject to the provisions of articles L. 225-122 to L. 225-126.

Non-voting preference shares may be created by a capital increase or by conversion of ordinary shares already issued. They may be converted into ordinary shares. Non-voting preferred shares may not represent more than one quarter of the share capital. Their par value is equal to that of the ordinary shares or, where applicable, the ordinary shares of one of the classes previously issued by the company. Holders of non-voting preference…

Priority dividend shares without voting rights entitle their holders to a priority dividend deducted from the distributable profit for the year before any other appropriation. If it appears that the priority dividend cannot be paid in full due to insufficient distributable profits, the latter must be distributed proportionally among the holders of non-voting preference shares. The right to payment of a preferential dividend which has not been paid in full…

When the priority dividends due in respect of three financial years have not been paid in full, the holders of the corresponding shares acquire, in proportion to the percentage of the capital represented by these shares, a voting right equal to that of the other shareholders. The voting right provided for in the previous paragraph continues until the expiry of the financial year in which the priority dividend has been…

Holders of non-voting preference shares are convened to a special meeting under conditions set by decree in the Conseil d’Etat. Any shareholder holding non-voting preference shares may attend the special meeting. Any clause to the contrary is deemed unwritten. The special meeting of non-voting preference shareholders may issue an opinion prior to any decision of the general meeting. It shall then decide by a majority of the votes cast by…

In the event of a capital increase through contributions in cash, holders of non-voting preference shares are entitled to preferential subscription rights under the same conditions as ordinary shareholders. However, the Extraordinary General Meeting may decide, after consulting the special meeting provided for in Article L. 228-35-6, that they will have a preferential right to subscribe, under the same conditions, for new non-voting preference shares with the same rights as…

The chairman and members of the board of directors, the general managers, the members of the management board and the supervisory board of a société anonyme, the managers of a société en commandite par actions and their spouses who are not legally separated, as well as their unemancipated minor children, may not hold, in any form whatsoever, non-voting preference shares issued by this company.

A company that has issued non-voting preference shares is prohibited from amortising its capital. Repayments made prior to the full redemption or cancellation of the non-voting preference shares may be cancelled. In the event of a capital reduction not due to losses, non-voting preference shares shall, before ordinary shares, be purchased under the conditions provided for in the last two paragraphs of Article L. 228-35-10 and cancelled. Any purchase of…