A PUBLIC COMPANY WITH A SHARE CAPITAL OF € 61 493 241
28/32, BOULEVARD DE GRENELLE – 75015 PARIS
PARIS TRADE & COMPANIES REGISTER No. 317-218-758
Free translation for information purposes only the version in French is binding
ARTICLES OF ASSOCIATION
(UPDATED AS OF 3 JUNE 2016)
Philippe Lazare
Chairman and Chief Executive Officer
ARTICLE 1 – LEGAL STATUS
The holders of the shares hereinafter issued and of all shares that may be issued subsequently have
been formed into a French ‘société anonyme’ (public company). The Company shall be governed by
the laws and regulations currently and subsequently in force, and by any subsequent legislative and
regulatory provisions and these Articles of Association.
ARTICLE 2 – OBJECTS
The Company’s objects, in France and in any other countries, are to carry on any business of:
Researching, designing, developing and producing any equipment, systems or devices based on
new technologies;
Designing and/or marketing any equipment and software relating to electronic payment and
transfer of funds, urban parking management systems, and public and private telephone systems;
Developing and/or marketing, including on a hire basis, any systems for transmitting and receiving
radio signals of any frequency and kind;
Operating, through any means and in any form, earth, sea or space telecommunication networks
from stationary or mobile stations, on its own behalf or on any third party’s behalf;
Designing software for its own needs or for any third parties’ needs;
Providing consultancy and organisation services.
Providing technical support and maintenance of any and all devices and facilities produced or
marketed in connection with any of the Company’s objects.
Representing any companies, both French and non-French, whose productions are related, directly
or indirectly, to the above-mentioned objects, including importing or exporting operations.
To carry out these objects, the Company may set up, acquire, exchange, sell, or lease with or without
an agreement to sell, and manage and operate, directly or indirectly, any industrial or commercial
businesses, plants, worksites, personal or real estate; obtain or acquire and use, sell or contribute any
patents, licences, processes or trademarks; grant any licences to manufacture or use; and generally
carry on any commercial, industrial or financial transactions, both personal and real, that might be
directly or indirectly related to, or serve, the Company’s objects. The Company may act directly or
indirectly, on its own behalf or on any third party’s behalf, either alone or in partnership, joint venture
or association with any other corporate bodies or individuals and carry on in France or abroad, in any
form whatsoever, any businesses falling within the scope of its objects. It may acquire interests or
stakes in any French or non-French organisations having similar objects or likely to develop its own
business.
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ARTICLE 3 – NAME
The Company’s name is:
INGENICO GROUP
In all deeds, letters, invoices, advertisements, publications or other documents of any kind issued by
the Company and intended for third parties, the Company’s name shall always be immediately
preceded or followed by the words ‘société anonyme’ or the initials ‘S.A.’ and the amount of its share
capital.
ARTICLE 4 – REGISTERED OFFICE
The Company’s registered office is to be situated at:
28/32, boulevard de Grenelle – 75015 Paris
It may be transferred to any other place in the same ‘departement’ (French territorial division) or a
bordering ‘departement’ (French territorial division) by a resolution of the Board of Directors,
provided such resolution was approved by the nearest Annual General Meeting, and to any other place
by resolution of an Extraordinary General Meeting.
ARTICLE 5 – TERM
The Company’s term shall be 99 years from its registration with the Trade & Companies Register,
except early dissolution or extension as provided for herein.
ARTICLE 6 – SHAREHOLDERS’ CONTRIBUTION
On the Company’s incorporation, the shareholders contributed an amount of FF 500,000 in cash, as
share capital made up of 5,000 shares of FF100 each.
In 1984, the capital was increased to FF 1,500,000 out of reserves by an issue of 10,000 shares of
FF100 each.
In 1985, the capital was increased to FF 5,000,000 out of reserves by an issue of 35,000 shares of
FF100 each.
On May 18, 1985, the face value of the shares was divided by ten, from FF100 to FF10, the share
capital of FF 5,000,000 being thus made up of 500,000 shares of FF10 each, all of same class.
The capital was increased to FF 14,385,710 out of reserves by an issue of 431,571 shares of FF10 each
in 1986, after having been increased first to FF 5,035,ooo by issue of 3,500 shares of FF10 from
exercising of stock options and to FF 10,070,ooo out of reserves by an issue of 503,500 shares of FF10
each.
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In 1987, the capital was increased to FF 20,139,990 out of reserves by issue of 575,428 shares of FF10
each.
It was further increased in 1988 to FF 40,279,980 out of reserves by issue of 2,013,999 shares of FF10
each.
In 1995, the capital was increased to FF 80,559,960 by issue of 4,027,998 shares of FF10 out of
reserves.
It was increased in 1996 to FF 82,292,000 by issue of 236,404 shares of FF10 each from exercising of
stock options.
In February 1999, the capital was increased to FF 88,751,830 by issue of 582,783 shares of FF10 each
through a reserved increase of capital subscribed by De la Rue France Holdings SAS.
Thereafter, the capital was increased in June 1999 to FF 126,356,900 by issue of 3,760,507 shares in
consideration of a contribution in Bull Omega Iberia SL securities by Bull Omega SA.
In May 2000, the capital was increased to € 25,271,380 euros by an increase of FF 39,412,486,11 and
a change in share face value from FF10 to €2.
In July 2000, it was increased to € 26,888,420 by a subscription in cash of 808,520 shares with a face
value of €2 each.
In July 2000, the share capital was made up of 26,888,420 shares, each €2 share being divided into two
new shares with a face value of €1 each.
In July 2002, the capital was raised to €29,577,262 both out of reserves and by the free allocation of
2,688,842 new shares on the basis of one new share for ten old shares; thereafter, it was raised to
€29,654,117 by settlement of credits.
In February 2005, the capital was increased to € 29,803,117 further to recognition by the Board of the
exercise of stock options for a total amount of € 149,000 during fiscal year ended December 31, 2004.
In November 2005, the capital was increased to € 29,89,812 further to recognition by the Board of the
issue of 88,695 shares as payment of the dividend for the fiscal year ended December 31, 2004, for a
total amount of € 88,695.
In November 2005 the capital was increased to € 29,924,312 further to recognition by the Board of the
issue of 32,500 shares further to the exercise of options for an amount of € 32,500.
On February 9, 2006, the capital was increased to € 29,952,312 further to recognition by the Board of
the issue of 28,000 shares further to the exercise of options totalling 28,000 euros.
On May 31, 2006, the capital was increased to € 30,124,312 further to recognition by the Board of the
issue of 172,000 shares further to the exercise of options totalling € 172,000.
On October 31, 2006, the capital was increased to € 32,007,076 further to recognition by the
Extraordinary General Meeting of the issue of 1,882,764 new issued on the merger with MoneyLine,
for a total amount of € 1,882,764.
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On December 31, 2006, the capital was increased to € 32,108,576 further to recognition by the
Chairman of the Board of the issue of 101,500 shares further to the exercise of options totalling €
101,500.
By Board decision of June 27, 2007, the capital was increased to € 32,488,944 by the issue of:
266,950 shares further to the exercise of options from 1 January to May 31, 2007; and
113,418 shares as payment of the dividend for fiscal year 2006.
On July 13, 2007, the capital was increased to €32,760,008 further to recognition by the Chief
Executive Officer of the issue of 271,064 shares as payment for Planet Odeme Sistem Cozumleri A.S.
securities.
On December 14, 2007, the capital was increased to € 32,860,008 through the issue of 100,000 shares
of an overall face value of € 100,000. The increase resulted from the expiry of the period of acquisition
of 100,000 bonus shares allotted on 14 December 2005.
On December 31, 2007, the capital was increased to € 32,930,070 further to recognition by the
Chairman of the Board of the issue of 70,062 shares further to the exercise of options totalling
€ 70,062.
On February 21, 2008, the capital was increased to € 36,993,286 further to recognition by the Chief
Executive Officer of the issue of 4,063,216 shares to meet requests from holders of bonds with a
conversion feature and/or swaption for conversion into new or existing Ingenico (Oceane) shares.
Further to a resolution of the Extraordinary General Meeting of 14 March 2008, the share capital was
increased by € 10,663,046 to € 47,656,332 through the issue of 10,663,046 new Company shares as
payment of the contribution in kind by Sagem Sécurité of 20,121,452 Sagem Monetel shares, 20,000
Sagem Denmark A/S shares, and 1,936,375 Sagem Defesa e Seguranca do Brasil shares, such
contribution being valued at € 238,765,432. In consideration of the contribution, 10,663,046 shares of
€1 each, fully paid-up, were allotted to Sagem Securite.
On 31 December 2008, the capital was increased to € 47,791,674 further to recognition by the Chief
Executive Officer of the issue of 135,342 shares further to the exercise of options totalling € 135,342.
The 24 June 2009 Board of Directors recognized that the share capital was increased to 48,388,948 €
through the issue of 597,274 shares as payment of the dividend for fiscal year 2008.
On 31 December 2009, the capital was increased to € 48 637 135 further to recognition by the Chief
Executive Officer of the issue of 248 187 shares further to the exercise of options totalling € 248 187.
By a decision of the Board of Directors dated 20 January 2010, 250 000 treasury shares were cancelled
and the capital was reduced by € 250 000. Further to this operation, the capital was reduced to 48 387
135 €.
On 15 June 2010, the Chief Executive Officer recognized that the share capital was increased to
€ 48,677,407 through the issue of 290,272 shares as payment of the dividend for fiscal year 2009.
On 21 July 2010, the Chief Executive Officer recognized that the share capital was increased to
€ 48,901,405 through the issue of 172,417 shares further to employees shares plans and through the
issue of 51,581 shares further to the exercise of options, for a total amount of € 223,998.
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Further to resolutions of the Shareholders’ meeting and of the Board of Directors of 11 May 2010, and
on the basis of a decision of the Chief Executive Officer of 21 July 2010, the share capital was
increased by € 2,445,070 then amounting to € 51 346 475 on 30 July 2010. 2,445,070 € were
withdrawn from a premium account and 2,445,070 fully paid up new shares of 1 € each were created
which were allotted freely to the shareholders on the basis of one new share for twenty existing shares.
On December 31, 2010, the capital was increased to € 51 511 971 further to recognition by the Chief
Executive Officer of the issue of 165 496 shares following the exercise of options totalling € 165 496.
On May 31, 2011, the capital was increased to € 51 951176 further to recognition by the Chief
Executive Officer of the issue of 439 205 shares of 1 € each as payment of the dividend for fiscal year
2010.
On December 31, 2011, the capital was increased to € 51 980 303 further to recognition by the Chief
Executive Officer of the issue of 29 127 shares following the exercise of options totalling € 29 127 €.
On May 31, 2012, the capital was increased to € 52 403 447 further to recognition by the Chief
Executive Officer of the issue of 423 144 shares of 1 € each as payment of the dividend for fiscal year
2011.
On June 29, 2012, the capital was increased to € 52 478 742 further to the merger of Xiring into the
Company and the recognition by the Chief Executive Officer of the issue of 75 295 shares of 1 € each
issued in remuneration of the contribution made in accordance with this merger.
On September 30, 2012, the capital was increased to € 52 481 854 further to recognition by the Chief
Executive Officer of the issue of 3 737 shares following the exercise of options totalling €3 737.
On December 31, 2012, the capital was increased to € 52 487 658 further to recognition by the Chief
Executive Officer of the issue of 5 179 shares following the exercise of options totalling € 5 179.
On June 3, 2013, the capital was increased to € 53 069 625 further to recognition by the Chairman and
Chief Executive Officer of the issue of 581 967 shares of €1 each as payment of the dividend for fiscal
year 2012.
On December 11, 2013, the capital was increased to € 53 086 309 further to recognition by the Board
of Directors of the issue of 16 684 shares following the exercise of options totalling € 16 684.
On June 11, 2014, the capital was increased to € 53 484 613 further to recognition by the Chairman
and Chief Executive Officer of the issue of 398 304 shares of 1 € each as payment of the dividend for
fiscal year 2013.
On June, 23 2014, the capital was increased to € 53 882 445 further to recognition by the Chairman
and Chief Executive Officer of the issue of 397 832 fully paid-up shares of 1 € each, which were
allotted freely to the shareholders.
On July 7, 2014, the capital was increased to € 54 543 591 further to recognition by the Chairman and
Chief Executive Officer of the issue of 661 146 shares with a face value of €1 each following the
conversion of 651 377 Oceanes Ingenico 2011/2017.
On September 1, 2014, the capital was increased to € 55 674 607 further to recognition by the
Chairman and Chief Executive Officer of the issue of 1 131 016 shares with a face value of €1 each
following the conversion of 1 114 305 Oceanes Ingenico 2011/2017.
On September 9, 2014, the capital was increased to € 56 031 463 further to recognition by the
Chairman and Chief Executive Officer of the issue of 356 856 shares with a face value of €1 each
following the conversion of 351 585 Oceanes Ingenico 2011/2017.
On October 9, 2014, the capital was increased to € 56 110 633 further to recognition by the Chairman
and Chief Executive Officer of the issue of 79 170 shares with a face value of €1 each following the
conversion of 78 000 Oceanes Ingenico 2011/2017.
On November 12, 2014, the capital was increased to € 56 283 882 further to recognition by the
Chairman and Chief Executive Officer of the issue of 173 249 shares with a face value of €1 each
following the conversion of 170 690 Oceanes Ingenico 2011/2017.
On December 9, 2014, the capital was increased to € 57 436 781 further to recognition by the
Chairman and Chief Executive Officer of the issue of 1 152 899 shares with a face value of €1 each
following the conversion of 1 135 864 Oceanes Ingenico 2011/2017.
On January 14, 2015, the capital was increased to € 60 653 347 further to recognition by the Chairman
and Chief Executive Officer of the issue of 3 216 566 shares with a face value of €1 each following the
conversion of 3 169 040 Oceanes Ingenico 2011/2017.
On June 10, 2015, the capital was increased to € 60 966 927 further to recognition by the Chairman
and Chief Executive Officer of the issue of 313 580 shares of 1 € each as payment of the dividend for
fiscal year 2014.
On 31 July 2015, the capital was increased to € 60 990 600 further to recognition by the Chairman and
Chief Executive Officer of the issue of 313,580 shares of 1 € each as increase in capital with
preferential subscription rights waived to employees of Ingenico Group SA who are members of a
company savings plan.
On June 3, 2016, the capital was increased to € 61 493 241 further to recognition by the Chairman and
Chief Executive Officer of the issue of 502 641 shares of 1 € each as payment of the dividend for fiscal
year 2015.
ARTICLE 7 – SHARE CAPITAL
The share capital of the Company amounts to:
Sixty one million, four hundred and ninety-three thousand, two hundred and forty-one euros
(€61,493,241),
made up of 61,493,241 shares of €1 each, fully paid-up and all of same class.
ARTICLE 8 – EXCEEDING A THRESHOLD
In addition to exceeding the legal thresholds that must be reported both to the Company and the Stock
Exchange Authority as set out in Section L.233-7 of Commercial Law, any individual or legal entity
owning a number of shares accounting for over 2% of the share capital or any multiple of that rate
shall, within 4 trading days (before the end of the trading day) of the day each threshold is exceeded,
give notice of the total number of shares they own to the Company, by registered letter with return
receipt requested. Failing such notice, the shares exceeding the fraction that should have been reported
shall be deprived of voting rights at shareholders’ meetings, as provided for in law, if failure of notice
has been recognised at the time of a shareholders’ meeting, and if one or more
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shareholders, together holding at least 5% of the share capital, so request at said meeting. Similarly,
any person whose direct or indirect interest drops below each of the above-mentioned thresholds shall
give notice thereof to the Company in the form and within the period specified above.
ARTICLE 9 – CHANGING THE SHARE CAPITAL
Increase in Capital - The shareholders can increase the share capital by passing a resolution at an
Extraordinary General Meeting. However, if the increase in capital is made out of reserves, retained
earnings or premiums, the meeting shall decide with the quorum and majority required for Annual
General Meetings. In case of increase in capital in cash, the old capital must have been previously fully
paid up, and the shareholders have a statutory subscription right. However, the General Meeting
deciding the increase in capital may cancel that right in view of the Board’s report and the Auditors’
report.
Increases in capital shall be made notwithstanding existing fractional shares, and shareholders failing
the exact number of subscription or allotment rights needed for being allotted a whole number of
shares shall acquire or sell such rights as needed.
In case of contribution in kind or stipulation of specific benefits, one or more contribution controllers
shall be appointed according to Section L. 225-147 of Commercial Law.
A General Meeting shall give the Board any powers required for carrying out the increase in capital
and amending the Articles accordingly.
Share Capital Repayment - The share capital may be repaid as provided for in Section L. 225-198 f.
of Commercial Law.
Reduction of Capital - The shareholders can reduce the share capital by passing a resolution at an
Extraordinary Meeting that will confer on the Board any powers for this purpose. Notice of the
planned reduction of capital shall be given to the Auditors so they can prepare their report.
The reduction of capital may be done by reducing either the number of shares or their unit face value.
When the reduction of capital is not caused by losses, the General Meeting deciding thereon may allow
the Board to buy back a number of shares with a view to cancelling them.
Under no circumstances may a reduction of capital alter equality among shareholders. Depending on
the process adopted for a reduction of capital, the shareholders are under an obligation to buy or sell
old shares or rights so that the reduction can be carried out.
Under the laws applicable, the share capital may never be less than the legal minimum.
ARTICLE 10 – SHARE PAYING-UP
The amount of shares to subscribed in cash shall be payable at the Company’s registered office, as
follows: at least a quarter on subscription, and if case may be, the total amount of the premium, and the
remainder on the days, in the proportions and on the terms as shall be determined by the Board.
Full paying-up of the shares shall occur within five years of the day of the increase in capital.
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The shares allotted in consideration of a contribution in kind or further to capitalisation of earnings,
reserve funds or premiums shall be fully paid up on issue.
Calls for capital shall be made with fifteen days’ notice by releasing a notice in the Bulletin des
Annonces Légales Obligatoires (Bulletin of Mandatory Legal Notices). If a shareholder fails to pay up
within the periods set by the Board, any outstanding amounts shall automatically bear interest in favour
of the Company from the end of the month following due date, without further notice or action at court
being necessary. In addition, the Company is entitled to enforcement measures, third-party notice and
sanctions available in law.
ARTICLE 11 – SHARES
Form of shares: The shares are either registered shares or bearer shares. Registered shares are
registered in the shareholder’s individual account on the terms and conditions provided in the laws and
regulations in force.
Furthermore, the Company is entitled to allot bearer shares. The latter must be deposited with a bank
or an account-keeping financial institution.
The Company may at any time ask the central depositary of financial instruments to disclose the
identities of holders of securities granting immediate or future voting rights, and the amount of
securities held by each holder, under Section L. 228-2 of Commercial Law.
Rights and obligations of shares - Each share entitles to a proportional share in ownership of the
Company’s assets and distribution of profits, and in case of winding-up, to payment of the same net
amount for distribution or repayment, so that the amounts will be made good between all shares,
irrespective of any tax exemptions and any taxations likely to be borne by the Company.
Shareholders’ liability is limited to the amount of shares they hold.
Ownership of a share automatically entails adherence to these Articles and to the resolutions passed by
the shareholders’ General Meeting.
The rights and obligations remain attached to a share, irrespective of who is holding it. The holders,
successive assignees and subscribers are severally liable for the amount of the shares. However, any
subscribers or shareholders that transferred their shares cease to be liable for any non-called-up
payments two years after the date of requisition for transfer.
Transfer of shares: The transfer of shares must be made by transfer from one account to the other.
Only those shares for which called-up payments have been made shall be eligible for transfer.
Indivisibility of shares: Shares are indivisible towards the Company. Joint owners shall be
represented by one of their number or by a single authorised agent appointed either by mutual
agreement or by court order at the request of the first joint owner entering a petition.
Beneficial owners of shares can validly represent bare owners, to the exclusion of voting rights
belonging to bare owners in Extraordinary General Meetings, unless otherwise agreed with notice to
the Company.
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These provisions and any supplemental or amending regulatory provisions shall be applicable, unless
otherwise agreed by the parties.
Consolidation of shares: Whenever shareholders must own more than one share to be able to exercise
any right whatsoever, in case of exchange, allotment of securities, increase in, or reduction of, capital,
merger and generally for any corporate business, the owners of single shares or of a number of shares
below the required number may exercise that right only to the extent they make it their own business to
consolidate the shares, either through buying or selling.
Exercise of third parties’ rights: The heirs to, or creditors of, a shareholder that are willing to
exercise their rights shall refer to the Company’s annual account books and the resolutions passed by
the shareholders’ meetings.
They may not, on any account whatsoever, cause the Company’s assets to be placed under seals, or
request the partition or public sale of the Company’s assets, or interfere in any manner whatsoever in
the Company’s administration.
ARTICLE 12 – BOARD OF DIRECTORS
Appointment of Directors: The Company is administered by a Board consisting of at least 3 and at
most 13 members appointed from among the shareholders.
The Directors are appointed by the General Meeting for a three-year term of office, and can be
removed by the General Meeting. By way of exception and to stagger the renewal of Directors’ terms
of office, the General Meeting is authorised to appoint or re-appoint Directors for one-year or two-year
terms.
The plurality of offices as a Director of the Company and of a number of other ‘sociétés anonymes’
(public companies) is allowed only within the limits permitted by law.
An employee of the Company may be appointed as Director only if his/her employment contract has
been made prior to his/her appointment and corresponds to actual employment. The employee shall not
lose the benefit of said employment contract. The number of employees bound by an employment
contract who are appointed as Directors may not exceed a third of the Directors in office. Any
appointment violating these provisions shall be null and void. However, such nullity will not entail
nullity of the proceedings attended by a person who was disqualified from being a Director.
In case of vacancy further to the death or resignation of a Director, the Board can, between two
meetings, co-opt a new, interim Director. Such co-opting shall be approved by the next General
Meeting. Failing such approval, the Board’s resolutions and acts shall nonetheless remain valid.
If less than three Directors remain in office, the remaining Directors shall immediately call a General
Meeting for the purpose of appointing the required number of Directors.
Age limits: The number of Directors (whether individuals or representatives of legal entities) who are
over 75, may not exceed a third – rounded up to the nearest number – of the Directors in office on the
day of the General Meeting approving the annual accounts.
Whenever that proportion is exceeded, the oldest Director, excepting the Chairman, shall be deemed to
resign from office.
Legal entities as Directors: A company may be appointed as a Director. Upon its appointment, it will
be required to appoint a permanent representative, who shall be subject to the same terms and
obligations and shall incur the same liability as if he/she were a Director in his/her own name. This is
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without prejudice to the joint liability of the legal entity he/she represents. If the latter removes its
representative, it shall immediately appoint a replacement. This applies also in case of resignation or
death of the permanent representative.
Director’s shares: Each Director must own ten (10) shares. These shall be registered in their names
and fully paid up. This provision does not apply to shareholders that are employees appointed as
Directors under Section L.225-23 of Commercial Law.
Any Directors appointed during the Company’s life and that were not shareholders at the time they
were appointed must acquire the minimum number of shares within six months from appointment.
Failing fulfilment of this requirement, said Directors shall be considered as resigning from office.
Board proceedings: The Board appoints a Chairman from among its members. The Chairman must be
an individual and will be appointed for a term that shall not exceed his term of office as a Director.
The Chairman may be re-elected indefinitely.
The Board can appoint a Secretary, who need not be a Board member.
A Board meeting can be called by the Chairman or half of the Board members, as often as the
Company’s best interests so require, at a place specified in the notice of meeting. The Board
determines how notice of meetings is to be given.
When the Board has not met for over two months, at least a third of its members can ask the Chairman
to call a Board meeting for a specified agenda.
Similarly, the Chief Executive Officer can ask the Chairman to call a Board meeting for a specified
agenda.
The Directors present at a Board meeting shall sign the attendance sheet.
For proceedings to be valid, at least half of the Directors in office, with a minimum of two members,
must be present for Board meeting. Resolutions will be passed by a majority of the votes of members
present or represented. If the votes are equal, the Chairman has a casting vote. When only two
Directors attend a meeting, resolutions shall be passed by mutual agreement.
Except when the Board meets for matters to be decided under articles L. 232-1 and L. 233-16, the
Board rules and regulations can specify that the Directors who take part in a Board meeting by way of
a video conference or telecommunications facilities whose nature and terms of application comply with
the Council of State regulatory decree, enable to identify said Directors and guarantee their actual
participation, will be treated as being present at the meeting for determining the quorum and majority.
Minutes of the Board meeting proceedings shall be put in a special minute book and signed by the
Chairman and at least one Director.
Extracts or copies of said minutes shall be validly certified by the Chairman of the Board, the Chief
Executive Officer, the Deputy Chief Executive Officers, or the Director temporarily appointed as
Deputy Chairman. In case of winding-up, such extracts or copies shall be validly certified by the
receiver.
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Powers of the Board: The Board shall determine the business strategies of the Company and make
sure they will be implemented. Subject to the authority expressly reserved for the Shareholders’
meetings, and within the limits of the Company’s objects, the Board shall deal with any matter
regarding the Company’s proper operation, and decides by its proceedings any issues regarding the
Company.
In its relationships with third parties, the Company shall be bound even by Board actions that are
outside the scope of the Company’s objects, unless it can prove that the third party was aware that the
action was outside the Company’s objects or could not be unaware of this given the circumstances,
provided the mere publication of these Articles will be inadequate proof.
The Board shall make any controls and verifications it deems appropriate. The Chairman or the Chief
Executive Officer of the Company must provide each Director with any documents and information he
needs to perform the duties of his office.
The Chief Executive Officer shall inform the Board on a regular basis of the resolutions planned or
implemented by him as part of the management of the Company.
Any security, surety and guarantee provided by the Company must be approved by a resolution of the
Board.
ARTICLE 13 – CHAIRMAN – CHIEF EXECUTIVE OFFICER
Chairman of the Board:
The Board shall elect a Chairman from among its members. The Chairman must be an individual,
otherwise the appointment will be null and void.
The Chairman shall organise and conduct the Board’s work, and report thereon to the General
Meeting. He shall make sure that the Company’s bodies are working properly and ensure, in particular,
that the Directors are in a position to perform their duties.
The Chairman shall hold office for a term expiring automatically at the first Annual General Meeting
held in the year the Chairman has reached the age of 75.
Deputy Chairman: If the Chairman is temporarily unavailable or in the event of the Chairman’s
death, the Board may appoint a Director as Deputy Chairman. In case of unavailability, such
appointment may be renewed. In case of death, it shall be maintained until a new Chairman is elected.
Chief Executive Officer: General management of the Company shall either be the Chairman’s
responsibility or shall be assumed by any other person appointed by the Board as Chief Executive
Officer.
The Board shall choose between the two above-mentioned types of general management, with the
quorum and majority specified in Article 12 above. The shareholders and third parties shall be given
notice of such choice, as provided for by Council of State decree.
When the Company’s general management is assumed by the Chairman of the Board, the following
provisions relating to the Chief Executive Officer shall be applicable to the Chairman.
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The Board can remove the Chief Executive Officer from office at any time. When such removal is
decided without good cause, the Chief Executive Officer may claim damages, unless he is acting as
Chairman of the Board.
When the Chief Executive Officer ceases to perform or is prevented from performing his duties, the
Deputy Chief Executive Officers will retain their powers and duties until such time as a new Chief
Executive Officer is appointed, unless otherwise decided by the Board.
A single individual may not simultaneously hold more than one office as a chief executive officer of
‘sociétés anonymes’ (public companies) having their registered office in the French territory, except
when he is holding a second office as a chief executive officer in a company controlled, in the meaning
of Section L. 233-16, by the Company in which the first office is held.
The Chief Executive Officer shall not be over 75.
The Chief Executive Officer is granted the most extensive powers to act in any circumstances on
behalf of the Company. He exercises such powers within the limits of the Company’s objects, and
subject to the powers specifically granted by law to the Shareholders’ Meetings and the Board of
Directors.
The Chief Executive Officer represents the Company in its relations with third parties. The Company
is bound even by the Chief Executive Officer’s actions that are outside the Company’s objects, unless
it can prove that the third party was aware that the action was beyond the Company’s objects or could
not be unaware of this given the circumstances, provided the mere publication of these Articles will be
inadequate proof.
Neither the provisions of these Articles nor any Board resolutions limiting the Chief Executive
Officer’s powers are enforceable against third parties.
Deputy Chief Executive Officers: At the suggestion of the Chief Executive Officer, the Board may
confer on one or more individuals the task of assisting the Chief Executive Officer, as Deputy Chief
Executive Officer(s). The number of Deputy Chief Executive Officers may not exceed five.
The Board can remove Deputy Chief Executive Officers from office on proposal of the Chief
Executive Officer. When removed without good cause, Deputy Chief Executive Officers may claim
damages.
Deputy Chief Executive Officers shall not be over 75.
In agreement with the Chief Executive Officer, the Board shall determine the extent and term of the
powers vested in Deputy Chief Executive Officers.
Deputy Chief Executive Officers have the same powers as the Chief Executive Officer towards third
parties.
ARTICLE 14 – REMUNERATIONS
Chairman, Chief Executive Officer, and Deputy Chief Executive Officers: The remunerations of
the Chairman of the Board, Chief Executive Officer, and Deputy Chief Executive Officer(s) shall be
determined by the Board. They may be either fixed or prorated, or both.
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Directors: The Annual General meeting may grant the Directors, in consideration of their activity, an
annual fixed amount as directors’ fees. That amount shall be recognised as operating expenses of the
Company. The Board shall distribute the amount among its members at its discretion. This fixed
amount shall remain unchanged until otherwise decided by the Board.
The Board may also grant special remuneration to any Director who performs special services or
assignments. Such remuneration shall be recognised as operating expenses of the Company and shall
be subject to approval by the Ordinary General Meeting, under Article 15 below. The Directors may
not be granted any other remuneration, whether permanent or not, unless they have an employment
contract with the Company.
ARTICLE 15 – AGREEMENTS BETWEEN THE COMPANY AND ITS MANAGERS AND
SHAREHOLDERS
Under Section L.225-38 of Commercial Law, any agreement made directly or through an intermediary
between the Company and its Chief Executive Officer, a Deputy Chief Executive Officer, a Director,
or a shareholder holding a fraction of voting rights exceeding 10% (or, when the shareholder is a legal
entity, its controlling Company in the meaning of Section L. 233-3 °f Commercial Law) is subject to
prior consent of the Board.
The same applies to agreements in which any such person is indirectly involved, and to agreements
between the Company and another company, if the Chief Executive Officer, a Deputy Chief Executive
Officer or a Director of the Company is the owner, a partner with full liability, a manager, a director, a
member of the supervisory board, or generally an officer of said other company.
These provisions do not apply in the cases provided for by law.
The interested party must inform the Board as soon as they are aware of an agreement subject to
consent, and cannot vote on the requested consent. The Chairman shall give notice of any such
authorised agreements to the Auditors, and shall subject them to approval by the next ordinary
meeting. The Auditors shall submit a special report on such agreements to the meeting deciding on
said report. The interested party cannot vote on the matter and their shares cannot be counted in the
quorum and the majority. These provisions do not apply to agreements regarding current matters and
made on regular terms.
Directors other than legal entities are prohibited from borrowing money in any form whatsoever from
the Company, from being allowed by the Company to overdraw their current account or other account,
and from having the Company guaranteeing or standing surety for their commitments to third parties.
This prohibition also applies to the Chief Executive Officer, Deputy Chief Executive Officers and
permanent representatives of Directors that are legal entities. It further applies to the spouses, parents
and children of all persons mentioned in this Article, and to any intermediary. Any breach of these
provisions will result in the agreement being null and void.
ARTICLE 16 – DIRECTORS’ LIABILITY
The Chairman, Directors, Chief Executive Officer and Deputy Chief Executive Officers of the
Company shall be liable to the Company and to any third parties either for violations of the statutory
provisions governing sociétés anonymes (public companies), or violations of these Articles, or
mismanagement, all of this under the terms and with the sanctions provided for by the legislation in
force.
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ARTICLE 17 – OBSERVERS
At the suggestion of the Chairman, the Board may appoint one or more observers.
The observers shall be convened to, and take part in, Board meetings in an advisory capacity. They
shall be appointed for a four-year term period. They may be re-appointed and may be removed from
office at any time on the same terms.
The observers shall be chosen from among the shareholders and may receive a fee determined by the
Board.
ARTICLE 18 – STATUTORY AUDITORS
The General Meeting shall appoint two Auditors fulfilling the statutory and regulatory requirements.
The Auditors shall be appointed for six fiscal years, and their functions shall cease after the General
Meeting deciding on the financial statements of the sixth fiscal year.
The Auditors may be re-elected. In the event of fault or unavailability, an Auditor may be removed
from office by the General Meeting, in which case the Auditor appointed as a replacement shall remain
in office until expiration of the removed Auditor’s initial term of office. The Auditors shall be
convened to all shareholder’s meetings and Board meetings reviewing or making up the annual or
interim financial statements. They may make, at any time of the year, any controls and audits they
deem appropriate.
The Auditors shall have the functions and powers vested in them by the law. Their remuneration shall
be determined according to the applicable statutory provisions.
ARTICLE 19 – GENERAL MEETINGS OF SHAREHOLDERS
The shareholders’ collective resolutions shall be passed at general meetings, the proceedings of which
will be binding upon all shareholders, even those absent, dissident or incapacitated.
The general shareholders’ meetings shall be either extraordinary, annual or Special Meetings,
depending on the nature of proposed resolutions.
Common rules: General Meetings shall be called by the Board. They may also be called by the
Auditors, or by a proxy appointed by court order at the request of any interested party in case of
emergency or of one or more shareholders holding at least five per cent of the Company’s shares, or by
a shareholders’ society meeting the requirements set forth in Section L.225-120 of Commercial Law.
In the event of winding-up, they may also be called by the receiver.
The general meetings shall be held at the place specified in the notice. This may be the Company’s
registered office or any other place, if need be, located within a 50-km radius of the registered office.
Notice of meeting shall be given in accordance with the applicable rules and regulations.
If a General Meeting was unable to proceed, failing the required quorum, a second meeting shall be
called with at least ten clear days’ prior notice, in the same manner as the first one. The notice or letters
calling the rearranged meeting shall reiterate the date and agenda of the initial meeting.
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The initiator of the notice of meeting shall prepare the agenda and resolutions to be submitted to the
General Meeting. The Board shall add to the agenda any new item or draft resolutions referred to it
either by one or more shareholders representing together at least the percentage of the Company’s
shares required by law, or by a shareholders’ society fulfilling the requirements set forth in Section
L.225-120 of Commercial Law, or, exclusively for draft resolutions, by the works council. The
initiators of the request shall supply, in support of their request, any document required by applicable
laws and regulations.
The right to attend meetings will be substantiated by entry, by midnight 0:00 a.m. (Paris time) on the
2nd day before the meeting, of the shares in the shareholder’s name or in the name of the depository
registered on the shareholder’s behalf either in the registered accounts held by the Company or in the
bearer securities trading accounts held by the approved depository.
Shareholders may be represented by any legal or natural person they choose subject to the conditions
provided in the applicable regulations. Proxies shall be appointed using a proxy form showing the
proxy’s name, first name and address and signed. A proxy may not have another person substituting
for the proxy. Proxy forms are valid for a single meeting only, or for rearranged meetings called with
the same agenda.
If the Board so decides when calling a meeting or sending a notice of meeting, shareholders may also
attend and vote at meetings by video conference or telecommunication systems enabling to identify
them as provided by law.
The General Meeting committee shall be as follows: the Chairman of the Board will chair the meeting,
or if the Chairman is unavailable, the Deputy Chairman will chair the meeting. When a meeting has
been called by the Auditors, an Auditor will chair the meeting. Similarly, the receiver or one of the
receivers will chair the meeting they have called. If the person entitled or appointed to chair a meeting
is unavailable, the meeting shall choose its chairman. Two members owning personally, or
representing as proxies, the largest number of shares, who are present at the meeting and willing, shall
act as tellers. The committee’s secretary need not be a shareholder.
At each General Meeting, the attendance sheet shall show the following:
Name, first name, and place of residence of each shareholder; number of shares they hold and
number of votes attached to those shares;
Name, first name, and place of residence of each proxy; number of shares they hold and number of
votes attached to those shares;
Name, first name, and place of residence of each represented shareholder; number of shares they
hold and number of votes attached to those shares.
The attendance sheet shall be signed both by shareholders present and proxies. It shall be certified true
by the committee of the meeting. The attendance sheet with appended proxy forms shall be kept at the
registered office and submitted on request.
Once properly formed, a General Meeting represents all shareholders. Its resolutions shall be binding
on all shareholders, even those absent, dissident or incapacitated. At Ordinary or Extraordinary
meetings, the quorum shall be based on all shares making up the share capital, and at Special
Meetings, it shall be based on the shares of the relevant class, less those deprived of voting rights
under statutory or regulatory provisions.
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Minutes shall be made of the proceedings of General Meetings and signed by the committee members.
The minutes shall be either transferred to, or inserted in, a special minute book previously classmarked according to regulatory provisions.
Provisions specific to Ordinary General Meetings:
Ordinary General Meetings can pass any and all resolutions, except those intended to amend the
Articles.
They shall take place at least once a year, within six months of the fiscal year ended, to decide on the
relevant financial statements and on consolidated statements, if any.
They can give the Board any authorisations needed for management actions that are beyond the
Board’s the powers.
In particular, they have the following powers: appointing or removing Directors or Auditors;
approving or rejecting appointments of interim Directors co-opted by the Board; giving or refusing full
discharge to the Directors in office; deciding on the Auditors’ special report regarding any agreements
between the Company and its officers or shareholders; and setting the Directors’ fees.
Ordinary General Meetings decide on all matters regarding financial statements and allocate profits.
Quorum and majority: All shareholders may take part in the proceedings and vote on resolutions,
provided the shares they hold have been fully paid up.
For a General Meeting to take valid proceedings, a number of shareholders representing at least a fifth
of the share capital must be present. If not, the adjourned General Meeting can take a decision,
whatever the number of shares represented, but solely on the agenda of the initial meeting.
The resolutions of the Ordinary General Meeting shall be passed by a majority of votes of the
shareholders present or represented, plus one vote. The members of the meeting have as many votes as
the shares they hold and represent, without limitation, except at General Meetings called for
incorporation purposes where each shareholder has the votes of their principals on the same terms and
within the same limits.
However, all fully paid-up shares that have been registered in a single shareholder’s name for at least
two years shall be granted twice the voting rights conferred on other shares in view of the portion of
share capital they represent.
Furthermore, in case of increase in capital out of reserves, retained earnings or premiums, the double
voting rights shall be conferred, on issue, on registered shares allotted for free on the basis of old
shares entitling the shareholders thereto.
Provisions specific to Extraordinary General Meetings
Extraordinary General Meetings can pass any resolutions and make any amendments to the provisions
of these Articles.
Extraordinary General Meetings are made up of all shareholders of the Company, whatever the
number of shares they hold, provided the shares are fully paid up.
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Resolutions are passed by a majority of two thirds of the votes of the shareholders present or
represented. The members of the meeting have as many votes as the shares they hold and represent,
without limitation, except at General Meetings called for incorporation purposes where each
shareholder has the votes of their principals on the same terms and within the same limits. However, all
fully paid-up shares that have been registered in a single shareholder’s name for at least two years shall
be granted twice the voting rights conferred on other shares relative to the portion of share capital they
represent.
Furthermore, in case of increase in capital out of reserves, retained earnings or premiums, the double
voting rights shall be conferred, on issue, on registered shares allotted for free on the basis of old
shares entitling the shareholders thereto.
An Extraordinary General Meeting is properly formed and can take valid proceedings when a number
of shareholders representing at least a quarter of the share capital are present, failing which a new
meeting shall be called as required by law, specifying the agenda, date and outcome of the previous
meeting. The reconvened meeting can take valid proceedings if shareholders representing at least a
fifth of the share capital are present. Failing a quorum, the reconvened meeting may be adjourned, on
the same terms of calling and meeting, to a date within two months of the day the meeting was
convened.
Notwithstanding the foregoing and by statutory dispensation, an Extraordinary General Meeting called
to decide on an increase in capital out of reserves, retained earnings or premiums may proceed on the
terms of quorum and majority of an Ordinary General Meeting.
Provisions specific to Special Meetings
If the Company issues several classes of shares, some general meetings may pool the holders of a
specific class of shares.
A resolution passed by an Extraordinary General Meeting to change any special rights which are given
to a class of shares shall become final only after approval by a Special Meeting of the shareholders
holding shares of that class.
Special Meetings shall be called and shall proceed as provided for by law.
ARTICLE 20 – RIGHT TO RECEIVE INFORMATION
Any shareholder has a right to receive the documents they need to make an informed vote and get an
informed opinion on the Company’s management and operation, and the Board of Directors has an
obligation to supply such documents or make them available to shareholders. The type of documents
and terms of supply to shareholders are specified by law, in particular Sections L 225-108, L. 225-115
and L. 225-118 of Commercial Law and the relevant decrees.
ARTICLE 21 – FINANCIAL STATEMENTS - FISCAL YEAR
A fiscal year commences on 1st January and ends on 31st December.
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On fiscal year end, the Board shall prepare full financial statements, including operating account,
income statement and balance-sheet, after making any statutory depreciations and provisions, even
when there is no or inadequate profit, so that the balance-sheet can be true.
The Board further prepares a written report on the Company’s situation and the Board’s activity during
the previous fiscal year.
These documents shall be made available to the Auditors and shareholders, as provided for by
applicable laws and regulations.
The financial statements shall be submitted to the Annual General Meeting.
ARTICLE 22 – ALLOTMENT OF PROFITS
For the purpose of forming the statutory reserve fund, an amount of 5% shall be drawn from the net
annual profit, less any retained losses. Such drawing may be interrupted once said fund equals a tenth
of the share capital and it shall be resumed when the fund drops below that fraction for any reason
whatsoever, in particular in case of increase in the Company’s capital.
The balance, possibly increased by retained earnings, shall constitute the distributable profits.
The following shall be deducted from those profits:
any amounts the meeting decided to use for depreciation of the Company’s assets or to allocate
to reserve funds or as retained earnings;
the amount required to pay an initial dividend, accounting for a 5% interest on the capital used
for paying up the shares; should profits be inadequate to allow such payment, the shareholders
shall not be entitled to claim such dividend in subsequent years;
the balance, if any, to be distributed among all shareholders as a super-dividend.
The meeting may also decide to distribute amounts drawn from non-statutory reserve funds, either to
provide or supplement a dividend or as an extraordinary distribution, in which case the meeting shall
specify from which reserve funds the sums shall be drawn.
ARTICLE 23 – DIVIDEND PAYMENT
A dividend on shares shall be paid within nine months of fiscal year end, unless such period has been
extended by court order.
The time and place of dividend payment shall be determined by the Board.
The general meeting deciding on annual financial statements can grant each shareholder an option to
have the dividend or interim dividend, or part of it, paid in cash or in shares, as provided for by law
and by these Articles.
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ARTICLE 24 – LOSS EXCEEDING HALF OF THE SHARE CAPITAL
In the event of loss exceeding half of the share capital, the Board must call an Extraordinary General
Meeting within four months of approval of the financial statements showing the loss, in order to decide
early dissolution of the Company, if need be. Should the meeting exclude dissolution, the Company
must, within a period not to exceed the end of the second fiscal year following the loss year, and
subject to the statutory provisions regarding the minimum share capital of ‘sociétés anonymes’ (public
companies), reduce its capital by an amount at least equal to the loss that could not be allocated to
reserve funds if the Company was unable to restore its net assets up to at least half of the share capital,
within the above-mentioned period.
In either case, the resolution passed by the General Meeting shall be made public and the Board shall
have the statutory publications made.
ARTICLE 25 – DISSOLUTION; WINDING-UP
On expiry of the Company’s life or in case of early dissolution for any reason whatsoever, winding-up
shall be carried out by one or more receivers appointed by the General Meeting with the quorum and
majority specified for Ordinary General Meetings, failing which by court order.
Winding-up shall follow the relevant statutory provisions. The net proceeds of winding-up shall be
used for paying off the liabilities and fringe benefits and repaying to shareholders the unredeemed
nominal amount of their shares. The remainder shall be distributed among the shareholders in
proportion to their shareholdings, taking into account the right of each class of shares, if need be.
ARTICLE 26 – DISPUTES; LEGAL RESIDENCE
Any disputes that may arise either between shareholder Directors and the Company or between
Directors and Auditors or among shareholders in connection with corporate business during the life or
on winding-up of the Company shall be judged according to the law and referred to the courts having
jurisdiction in the district of the Company’s registered office.
In the event of dispute, each shareholder shall have legal residence in the district of the courts having
jurisdiction for the registered office, and all notices and writs shall be validly served at such legal
residence, failing which all notices and writs shall be validly served at the Public Prosecutor’s Office
with the French Higher Level Court ‘Tribunal de Grande Instance’ in the district of the Company’s
registered office.
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