Legislative part

Representatives of the body of shareholders may not interfere in the management of corporate affairs. They have access to general meetings of shareholders, but without the right to vote. They have the right to obtain communication of documents made available to shareholders under the same conditions as the latter.

The remuneration of the representatives of the general body of shareholders as fixed by the general meeting or by the issue contract shall be borne by the debtor company. If this remuneration is not fixed, or if its amount is disputed by the company, it shall be decided by a court decision. Without prejudice to any action for liability against the corporate officers or the representative of the general body…

The general meeting of bondholders of the same body may be convened at any time.

The general meeting of bondholders is convened by the board of directors, the management board or the legal representative of the company, by the representatives of the group or by the liquidators during the liquidation period. One or more bondholders, representing at least one thirtieth of the securities of a group, may send a request to the company and to the representative of the group to convene the meeting. If…

General meetings of bondholders are convened in the same form and by the same deadline as shareholders’ meetings, unless otherwise stipulated in the issue contract. A decree of the Conseil d’Etat sets out the guarantees required in such cases to ensure that bondholders are properly informed. In addition, the notices of meeting shall contain special information that shall be determined by decree of the Conseil d’Etat. A meeting that is…

The agenda for the meetings is drawn up by the author of the notice of meeting. However, one or more bondholders may, under the conditions set out in the second paragraph of Article L. 228-58, to request that draft resolutions be included on the agenda. These are placed on the agenda and submitted by the Chairman of the meeting to the vote of the meeting. The meeting may not deliberate…

An attendance sheet is kept at each meeting. Decisions taken at each meeting are recorded in minutes, signed by the officers and kept at the registered office in a special register. The particulars that must be included in the attendance sheet and the minutes are determined by decree in the Conseil d’Etat.

If there is more than one body of bondholders, they may under no circumstances deliberate at a joint meeting. Any bondholder has the right to attend the meeting or to be represented at the meeting by a proxy of his or her choice. Any bondholder may vote by post, using a form, the details of which are set by decree in the Conseil d’Etat. Any provisions of the Articles of…

The following may not represent bondholders at general meetings: managers, directors, members of the management and supervisory boards, general managers, auditors or employees of the debtor company or of the companies guaranteeing all or part of the commitments of the said company, as well as their ascendants, descendants and spouses.

The representation of a bondholder may not be entrusted to persons who are prohibited from exercising the profession of banker or who are disqualified from directing, administering or managing a company in any capacity whatsoever.