Subsection 2: Non-voting preference shares.

The special meeting of holders of non-voting preference shares, when convened to give its opinion on any decision of the ordinary or extraordinary general meetings, is convened at the same time as each of these meetings.

The special meeting is convened in the same manner as the general meeting and is held on the same day. The Board or the Management Board shall present a report to it on the resolutions submitted to the General Meeting.

The special meeting ruling under the conditions provided for in Article L. 225-99 on matters submitted to it for approval or agreement and composed, where applicable, solely of the holders of non-voting preference shares concerned shall be convened at the latest within one month of the date of the General Meeting.

The report of the Board of Directors or the Management Board to the special meeting called to vote on the conversion provided for in article L. 228-35-3 sets out the terms and conditions of the conversion, the methods for calculating the conversion ratio and the methods for carrying it out. The statutory auditor shall give his opinion on the conversion offer and indicate whether the terms for calculating the conversion…

For the application of the third paragraph of article L. 228-35-10, the company shall provide the selling shareholders, in support of its buyback offer, with the justifications and methods for calculating the proposed price.

Notifications of non-voting preference shareholders’ meetings are made under the conditions provided for in articles R. 225-62, R. 225-63, R. 225-65 to R. 225-69 and, where applicable, R. 225-70. The agenda on the notice of meeting includes an indication that the proxy or proxies provided for in the fourth paragraph of article L. 228-35-6.

Shareholder representation at special meetings is governed by articles R. 225-79 to R. 225-82 and R. 22-10-24. However, the mandate provided for in article R. 225-79 may be given for all special meetings whose agenda is related to that of the general meeting that required them to be convened.

Articles R. 225-83 to R. 225-94 are applicable to holders of non-voting preference shares.

Meetings of holders of non-voting preference shares are subject as necessary to the provisions of articles R. 225-95 to R. 225-101 and R. 225-106 to R. 225-108.