Section 2: Shares.

In the event of the conversion of preference shares into shares resulting in a capital reduction not motivated by losses, the provisions of article R. 225-152 apply. A court decision rejects the objection or orders either the repayment of the claims or the provision of guarantees if the company offers any and if they are deemed sufficient. If the court of first instance upholds the objection, the conversion proceedings are…

The special meeting, ruling under the conditions provided for in Article L. 225-99 on matters submitted to it for approval, and composed of the holders of preference shares concerned, is convened in the same manner and is held no later than the same day as the General Meeting.

In the event of the issue of preference shares under the conditions provided for in article L. 228-12, the report of the Board of Directors or the Management Board shall indicate the characteristics of the preference shares and specify the impact of the transaction on the situation of holders of equity securities and securities giving access to the capital. It complies with the rules set out in articles R. 225-113…

The report of the Board of Directors or the Management Board to the Extraordinary General Meeting called to vote on the conversion provided for in articles L. 228-12, L. 228-14 and in the second paragraph of article L. 228-15 sets out the terms of the conversion, the methods for calculating the conversion ratio and the methods for carrying it out. It shall specify the impact of the transaction on the…

For the application of II of article L. 228-12, the report of the Board of Directors or the Management Board shall specify the terms and conditions of the buyback, as well as the justifications and methods for calculating the proposed price. It shall specify the impact of the transaction on the situation of holders of equity securities and securities giving access to the capital as defined in the first paragraph…

When the Extraordinary General Meeting decides on the inclusion in the Articles of Association of the procedures for converting preference shares, the report of the Board of Directors or the Management Board shall indicate the procedures for conversion, as well as the procedures for making available to shareholders the reports of the Board of Directors or the Management Board and of the Statutory Auditor provided for in Article R. 228-18….

The reports mentioned in articles R. 228-17 to R. 228-20 are sent to the special meetings of holders of preference shares concerned when they are asked to approve these amendments. They shall be made available to the latter at the company’s registered office from the date on which the special meeting is convened under the conditions provided for in Article R. 225-88 and in the second paragraph of article R….

The special report of the company’s statutory auditor drawn up pursuant to article L. 228-19 includes its opinion on the company’s compliance with the special rights attached to preference shares and indicates, where applicable, the date from which these rights were disregarded. The costs of drawing up the report shall be borne by the company. The report shall be made available to shareholders, at the registered office, at least fifteen…

For the application of III of article L. 228-12, the Board of Directors or the Management Board, or by delegation one of the persons mentioned in article L. 225-129-4, shall draw up a buyback notice which shall be made available to shareholders, at least fifteen days before the transaction is carried out, at the address of the registered office and at the registry of the commercial court within whose jurisdiction…