TITLE II: Provisions specific to various commercial companies.

Shares are only negotiable after the company has been registered in the Trade and Companies Register. In the event of a capital increase, the shares may be traded as from the completion of the increase. Trading in share promises is prohibited, unless they relate to shares to be created for which admission to trading on a regulated market has been applied for, or on the occasion of an increase in…

When the company is formed or during its existence, preference shares may be created, with or without voting rights, with special rights of any kind, on a temporary or permanent basis. These rights are defined in the Articles of Association and, for companies whose shares are admitted to trading on a regulated market or a multilateral trading facility, in compliance with Articles L. 225-122 to L. 225-125. Voting rights may…

I.-The Extraordinary General Meeting of shareholders has sole authority to decide on the issue and conversion of preference shares in the light of a special report by the statutory auditors. It may delegate this power under the conditions set out in Articles L. 225-129 to L. 225-129-6. The terms and conditions for the conversion of preference shares may also be set out in the Articles of Association. At any time…

I.-Preference shares bought back are used for the purposes set out in articles L. 225-204 to L. 225-214. II.-Preference shares repurchased in accordance with the provisions of III of Article L. 228-12 may be retained in accordance with the terms and conditions set out in Articles L. 225-210 to L. 225-214. They may be assigned or transferred by any means. If the Articles of Association and the issue contract so…

The special rights mentioned in article L. 228-11 may be exercised in the company that directly or indirectly owns more than half of the capital of the issuer or in the company of which the issuer directly or indirectly owns more than half of the capital. The issue must then be authorised by the extraordinary general meeting of the company called upon to issue preference shares and by that of…

Preference shares may be converted into ordinary shares or into preference shares of another class. In the event of the conversion of preference shares into shares resulting in a capital reduction not motivated by losses, creditors whose claim predates the date on which the minutes of the deliberations of the general meeting, or of the board of directors or the management board in the event of delegation, are filed with…

The creation of these shares gives rise to the application of articles L. 225-8, L. 225-10, L. 225-14, L. 225-147, L. 22-10-53 and L. 22-10-54 relating to special advantages when shares are issued to one or more persons specifically designated. In this case, the contribution auditor provided for by these articles is a statutory auditor who has not carried out an assignment within the company for three years. Holders of…

In the event of a change or amortisation of capital, the Extraordinary General Meeting shall determine the impact of such transactions on the rights of holders of preference shares. Such impact may also be noted in the Articles of Association.

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.