BPCE - 2018 Registration document

7 LEGAL INFORMATION

Memorandum and articles of association

7.1.3

Annual General Shareholders’ Meetings

Annual General Shareholders’ Meetings are called and convened in accordance with regulations in force. Annual General Shareholders’ Meetings take place at the registered office or at any other location specified in the notice of the meeting. The Ordinary General Shareholders’ Meeting called to approve the annual financial statements for the previous fiscal year convenes within five months of the end of the fiscal year. Only the category “A” shareholders, the category “B” shareholders and the owners of ordinary shares are entitled to take part in the Annual General Shareholders’ Meetings. Their participation is subject to the registration of the shares in the name of the shareholder by the second business day preceding the Annual General Shareholders’ Meeting at twelve midnight, Paris time, in the registered share accounts maintained by the company. Shareholders unable to personally attend the Annual General Shareholders’ Meeting may select one of the following three options: to grant a proxy to another shareholder or to their spouse; or ● to vote by absentee ballot; or ● to send a power of attorney to the company without designating a ● representative. Annual General Shareholders’ Meetings are chaired by the Chairman of the Supervisory Board or, in his absence, by the Vice-Chairman. In the absence of both, Annual General Shareholders’ Meetings are chaired by a member of the Supervisory Board specially appointed for this purpose by the Supervisory Board. Failing this, the Annual General Shareholders’ Meeting elects its own Chairman. The Annual General Shareholders’ Meeting appoints its officers. The duties of scrutineer are performed by two consenting shareholders representing, themselves or as proxies, the greatest number of shares. The officers of the Annual General Shareholders’ Meeting appoint a Secretary, who may be selected from outside the shareholders’ ranks.

A register of attendance is kept in accordance with regulations in force. The Ordinary General Shareholders’ Meeting convened on first notice may validly transact business only if the shareholders present or represented own at least one-fifth of the voting shares. The Ordinary General Shareholders’ Meeting convened on second notice may validly transact business regardless of the number of shareholders present or represented. Resolutions of the Ordinary General Shareholders’ Meeting are carried by majority vote of the shareholders present or represented, including shareholders who have voted by absentee ballot. The Extraordinary Shareholders’ Meeting convened on first notice may validly transact business only if the shareholders present or represented own at least one-fourth of the voting shares. The Extraordinary Shareholders’ Meeting, convened on second notice, may validly transact business only if the shareholders present or represented own at least one-fifth of the voting shares. Resolutions of the Extraordinary Shareholders’ Meeting are carried by a two-thirds majority of the votes of the shareholders present or represented, including shareholders who have voted by absentee ballot. Ordinary and Extraordinary Shareholders’ Meetings exercise their respective powers in accordance with regulations in force. Copies or extracts of the minutes of the Annual General Shareholders’ Meeting are validly certified by the Chairman of the Supervisory Board, by the Vice-Chairman, a member of the Management Board, or by the Secretary of the Annual General Shareholders’ Meeting. The details concerning the participation of shareholders at the Annual General Shareholders’ Meeting are listed in Chapter 3.4.5.

7.1.4

Company documents

Documents relating to the company, such as its articles of association, financial statements and the Management Board and Statutory Auditor reports presented at Annual General Shareholders’ Meetings may be viewed at the company’s registered office and are also available on BPCE’s website: www.bpce.fr.

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Registration document 2018