Key Benefits:
The Prime Minister,
On the report of the Minister of Economy, Finance and Industry and the Minister Delegate to Industry,
Considering Directive 2003/54/EC of the European Parliament and the Council of 26 June 2003 on common rules for the domestic electricity market and repealing Directive 96/92/EC;
Considering the trade code;
Having regard to Act No. 46-628 of 8 April 1946 amended on the nationalization of electricity and gas;
Having regard to Act No. 83-675 of 26 July 1983 on the democratization of the public sector;
Considering the amended Act No. 2000-108 of 10 February 2000 on the modernization and development of the public electricity service;
Having regard to amended Act No. 2004-803 of 9 August 2004 on the Public Service of Electricity and Gas and Electrical and Gas Enterprises, including its Article 7;
Having regard to Decree No. 67-236 of 23 March 1967 amended on commercial companies;
Having regard to the proposal of the Extraordinary General Assembly of C5 dated 27 July 2005,
Decrete:
The statutes of the anonymous company RTE EDF Transport, as proposed by the extraordinary general assembly of C5, annexed to this decree are approved. They come into force from the date of the partial intake of assets referred to in section 9 of the above-mentioned Act of August 9, 2004.
For the constitution of the first Supervisory Board of RTE EDF Transport, the representation of the State audit council is ensured by two members appointed by decree.
The Minister of Economy, Finance and Industry and the Minister Delegate to Industry are responsible, each with respect to it, for the execution of this Order, to be published in the Official Journal of the French Republic.
A N N E X E
Anonymous company with supervisory and policy advice
2 132 285 690
Head office: Initial tower, 1, Bellini terrace, TSA 41000,
92919 Defense Cedex
RCS Nanterre 444 619 258
STATUTS
(approved by Decree No. 2005-1069 of 30 August 2005, on the proposal of the Extraordinary General Assembly of 27 July 2005)
PART I
SOCIETY FORME. - DENOMINATION
OBJET. - SEEM. - DUREY
Article 1
Form of the Corporation
RTE EDF Transport SA, below "the Corporation", is an anonymous company governed by the laws and regulations applicable to commercial companies, including the Commercial Code and Decree No. 67-236 of 23 March 1967, to the extent that it is not derogated from it by specific provisions, including Law No. 83-675 of 26 July 1983, Law No. 2000-108 of 10 February 2000 and Law No. 2004-804 of 9 August 2004.
Article 2
Name
The Company has the name "RTE EDF Transport".
In all acts and documents emanating from the Corporation and destined for third parties, including letters, invoices, advertisements and other publications, the name must always be followed immediately and legibly of the words written in all letters "anonymous corporation" or "SA" initials, the denunciation of the amount of social capital, the place and the registration number of the Corporation in the register of trade and societies.
The Corporation may also use the trademark "Electricity Transport Network" or the "TEPS" acronym, subject to compliance with the provisions of the preceding paragraph.
Article 3
Subject
The purpose of the Corporation is to:
- the exercise in France, under the conditions fixed by the terms of the concession of the public transport network, of the missions which are carried out by the law of 10 February 2000 mentioned above and, in particular: the tasks of development, operation, maintenance of the public network of electricity transport, including ensuring the connection and access of users to this network in non-discriminatory conditions, as well as the interconnection with the neighbouring countries;
- the balance, at any time, of electricity flows on the public electricity transmission network, as well as the security, safety and effectiveness of this network;
- indirect management, i.e. through participations or subsidiaries, in France as in member states of the European Community or the European Free Trade Association, electricity or gas networks;
- the valorization of the networks it manages, through subsidiaries or participations, provided that this activity remains incidental to the network management activity and does not receive financial support and that the company cannot constitute security rights or guarantees of any kind to the benefit of this activity;
- the valorization of the skills it holds, especially in engineering, through subsidiaries or participations and provided that this activity remains incidental to the network management activity.
Article 4
Headquarters
The head office is set in turn Initiale, 1, Bellini terrace, TSA 41000, 92919 Defense Cedex.
It may be transferred to any other place of the same department or department adjacent to it by decision of the supervisory board subject to ratification of the next ordinary general assembly or in any other place, under a deliberation of the extraordinary general assembly. In the event of a transfer by the Supervisory Board, the Supervisory Board may amend the Corporation's statutes to that end.
Article 5
Duration
The duration of the Corporation is 99 (ninety-nine) years from the date of its registration in the trade and corporate register, except in cases of early dissolution or extension decided by the extraordinary general assembly.
PART II
SOCIAL CAPITAL. - ACTIONS
Article 6
Social capital
The social capital is set at 2 132,285,690 euros. It is divided into 213 228 569 shares of 10 euros each.
In accordance with the provisions of Article 7 of the above-mentioned Act of 9 August 2004, the entire capital of the Corporation must be held by Electricité de France, the State or other enterprises or organizations belonging to the public sector.
Article 7
Capital increases
1. Social capital may be increased, either by issuance of new shares, of the same class or of a class other than that of existing shares, or by raising the nominal amount of existing shares.
New shares are released either in cash or by compensation with liquid and payable claims on the Corporation, or by incorporation of reserves, profits or emission premiums, or by in-kind contribution.
The Extraordinary General Assembly is only competent to decide an increase in capital. It may delegate to the directorate the powers necessary for the effect of realizing, within the legal period, the increase of capital in one or more times, the setting of the terms, the realization of it and the consequent modification of the statutes.
It may be decided to limit an increase in cash capital to the amount of subscriptions, under the conditions prescribed by law.
In the event of an increase in capital by issue of shares to be subscribed in cash, a right preferably to the subscription of these shares is reserved, under the legal conditions, to the owners of the existing shares. However, shareholders may waive their preferential right on an individual basis, and the general assembly that decides the increase in capital may remove this preferential right by respecting the legal conditions.
Those of shareholders who do not have a sufficient number of old shares to obtain an entire number of new shares must agree with others, if they wish to exercise their rights, without the result of this undivided subscription agreement.
II. - Changes in capital may not have the effect of transferring shares to companies or organizations that do not fall within the public sector.
Article 8
Capital reduction
The Extraordinary General Assembly may, under the conditions established by law, decide or authorize the directorate to achieve a reduction of social capital, for any cause and in any way, including by purchase and cancellation of a specified number of shares or by means of an exchange of old shares against new shares, of an equivalent or lesser number, having or not the same nominal and, if applicable, with assignment or purchase of old shares
Article 9
Release of shares
I. - The shares issued against cash in increase of capital shall be released:
- at least one-quarter of their nominal value upon subscription and the entire emission premium, if applicable;
- the surplus, as required by the Corporation, in the proportions, times and places to be fixed by the directorate, however, given the statutory deadline for the full release of cash shares.
Fund calls are made available to shareholders, fifteen days before the time fixed for each payment, by registered letter with a request for notice of receipt, addressed to each shareholder.
The shares issued as a representation of a contribution in kind or as a result of a incorporation into the capital of profits, reserves or emission premiums, or the amount of which results in part of such incorporation and part of a digital release must be fully released during the issuance.
II. - The subscriber and successive assignees will be held in solidarity to the payment of the amount not released from the share.
Two years after the transfer of account to account, any subscriber who has surrendered his or her title ceases to be subject to uncalled payments.
III. - In the absence of payment by shareholders on a good date, the interest of the sum due in full right to the legal rate from the day of the claim and without a legal request.
Without prejudice to the damages incurred under the legal provisions, a shareholder who has not released himself in the month following the sending of a notice of receipt by registered letter may be compelled to payment by all means of common law, and even by the sale of shares on which payments are due.
The sale shall be carried out by the directorate in the forms prescribed by the law in force.
Article 10
Property and form of shares. - Communications
I. - The shares are nominal.
The ownership of the shares is the result of their registration under the conditions established by the regulations in force.
The preceding provisions apply to bonds, bonds and bonds and, more generally, to any securities that the Corporation will issue.
II. - The shares are freely negotiable, subject to the legal and regulatory provisions applicable to the Corporation.
Transfers or transfers of shares are made in respect of the Corporation and third parties by a transfer of account to account under the conditions prescribed by the regulations in force.
Article 11
Rights and obligations to action
I. - All shares that make up or compose social capital will always be assimilated to each other, in respect of tax expenses, in such a way that the shares, without distinction, are entitled to the payment of the same net amount in any distribution or refund made during the life of the Corporation or during its liquidation. This will include any tax deduction, even if the plate and the amount are not the same for all shares; in this case, the deduction shall apply to all shares without distinction for the same amount.
II. - Shareholders are held, even in respect of third parties, only up to the amount of their shares; beyond that, they cannot be submitted to any fundraising.
III. - In respect of the Corporation, the dividends and the possible share of each share on reserves are owned by the licensee from the date of the registration of the corporation to the account of the individual.
The possession of an action takes full right to join the statutes of the Corporation and the decisions of the general assemblies.
Each time it is necessary to own several shares to exercise any right, isolated or inferior shares to that required do not confer any rights to their owners against the Corporation, with shareholders having in this case to do their personal business of grouping the number of shares required.
Article 12
Indivisibility of actions. - Nue-property. - Usufruit
I. - The shares are indivisible with respect to the Corporation.
II. - Indivised owners of shares are required to be represented with the Corporation by one of them, considered sole owner, or by a single agent. In the event of disagreement, the sole agent may be brought to justice at the request of the most expeditious co-owner.
Unless otherwise notified to the Corporation, the shareholders validly represent the bare owners in respect of the Corporation. However, the right to vote belongs to the bare owner in the extraordinary general assemblies.
III. - Creditors, having cause or other shareholders' representatives may not, on any pretext, cause any affixing of seals, any inventory, any licitation, no sharing, or interfere in any way in the administration of the Corporation.
PART III
MONITORING BOARD
Article 13
Composition. - Length of office. - Replacement
Revocation. - Remuneration. - Incompatibility
I. - The Corporation is controlled by a Supervisory Board of 12 (two) members.
II. - The Supervisory Board is composed of the following three colleges:
- a third of the employee representatives;
- representatives of the State appointed by decree, within a third of the number of members of the council;
- members designated by the General Meeting of Shareholders, the number of which is based on the number of members representing the State.
III. - To the extent that, in accordance with the above-mentioned provisions of Article 7 of the Act of 9 August 2004, all the capital of the Corporation must be held by Electricité de France, the State or other enterprises or organizations belonging to the public sector, the members of the supervisory board designated by the general meeting of shareholders are not subject to the provisions of the first paragraph of Article L. 225-72 of the Commercial Code.
The legal persons designated as members of the Supervisory Board shall, upon designation, designate a permanent representative, who is subject to the same conditions and obligations and who is liable to the same responsibilities as he was a member of the Supervisory Board on his or her own behalf, without prejudice to the solidarity of the legal person he represents. The term of office of the permanent representative is given to him for the duration of that of the legal person he represents.
In the event of a change of permanent representative, for any reason, the legal entity is required to notify, without delay, by registered letter to the Corporation, that change and the identity of the new permanent representative it designates.
IV. - The members of the supervisory board, as well as permanent representatives of legal persons, shall not be over 65 (sixty-five) years.
When a member of the supervisory board elected by the employees or a representative of the state reaches the age of sixty-five, he is deemed to be resigned ex officio on the same day and his replacement occurs under the conditions prescribed by the law of 26 July 1983 mentioned above. When a member of the Supervisory Board designated by the General Assembly or permanent representative of a legal entity is sixty-five years old, the member immediately ceases to sit on the board and must be replaced.
V. - The mandate of the members of the Supervisory Board is 5 (five) years.
Members of the Supervisory Board designated by the ordinary General Assembly may at any time be revoked and replaced by the ordinary General Assembly.
VI. - In the event of a vacancy of one or more members of the Supervisory Board appointed by the General Assembly, the Supervisory Board may make provisional appointments, which are subject to the ratification of the next ordinary general meeting. In the absence of ratification, the deliberations taken and the actions made earlier by the Council remain valid.
Regardless of the college to which it belongs, the member of the Supervisory Board appointed to replace another shall remain in office only until the term of the Supervisory Board's term expires.
VII. - The members of the Supervisory Board designated by the General Assembly may be paid by tokens of presence allocated by the General Assembly, whose distribution is determined by the Supervisory Board.
The term of office of the representatives of the State and that of the representatives of the employees is free of charge, without prejudice to the reimbursement by the Corporation, on justification, of the costs incurred in the exercise of such mandates.
Article 14
Deliberations. - Powers. - Rules of procedure
I. - The Supervisory Board shall meet in accordance with the law as often as the Corporation's interest requires it, and at least once every two months, by convening the President or Vice-President of the Supervisory Board at the place designated in the convocation.
The council shall be convened on a specific agenda if a representative of the State, at least one third of the members of the council or one or more shareholders holding together at least 30% of the capital shall request it. A member of the supervisory board may also request the chair of the supervisory board to convene the supervisory board on a specific agenda. The president is bound by the requests addressed to him.
Calls are, unless impossible, sent at least one week in advance by letter, telegram, fax or e-mail. They refer to the agenda and include the necessary information to enable members of the supervisory board to make informed decisions. However, in the event of an emergency, summonses may be made twenty-four hours in advance, in the same form.
A presence register is maintained by members of the supervisory board attending the meeting. The register also mentions, under the responsibility of the President, the names of the members of the supervisory board participating in the videoconference session.
II. - The Supervisory Board shall exercise permanent control over the management of the Corporation by the Management Board, subject to the operations to be submitted to it for agreement, pursuant to the provisions of section 14-IV and V below. It conducts the controls and audits that it considers appropriate. It also deliberates on the strategic, economic, financial or technological orientations of the business activity. The Chair of the Management Board is required to communicate to each member of the Supervisory Board all the documents and information necessary to carry out his or her mission.
III. - The proceedings shall be taken under the conditions of quorum and majority provided for by law, subject to the provisions of section 14-V below. In the event of a vote-sharing, the president's vote is preponderant.
IV. - The following deliberations are within the competence of the Supervisory Board, ruling by a simple majority:
- the decision to transfer the head office to the same department or to a neighbouring department, subject to ratification by the next ordinary general assembly;
- the designation of the President and Vice-President of the Supervisory Board, that of the President of the Executive Board after agreement of the Minister for Energy, and that of the members of the Executive Board, on the proposal of the Chairman of the Executive Board;
- the revocation of the President of the Supervisory Board, that of the Vice-President of this Board, and that of the members of the Executive Board after the reasoned advice of the Energy Regulatory Commission, rendered under the conditions laid down in section 6 of the Act of 9 August 2004 referred to above;
- the distribution of chips of presence between members who can benefit from them;
- and, more generally, any other decision within the jurisdiction of the supervisory board as provided for in the Commercial Code, including those provided for in Article L. 225-68 of the Commercial Code.
The decisions of the board regarding the following transactions, carried out by the Corporation or by companies that it directly or indirectly controls within the meaning of section L. 233-3 of the Commercial Code, must also obtain the prior authorization of the supervisory board:
- any act to make or obtain all loans, loans, credits or advances in cash where their unitary amount is greater than the annual threshold determined by the Supervisory Board;
- any transaction and compromise, in the event of a dispute over a million euros or any other amount that the supervisory board may substitute.
V. - Pursuant to Article 6 of the above-mentioned Act of 9 August 2004, the following deliberations shall, to be adopted, obtain a favourable vote of the majority of the members of the supervisory board present and represented, and in addition a favourable vote of the majority of the members of the supervisory board appointed by the shareholders:
- the budget deliberations: approval of the medium-term financial plan, approval of the annual budget of which, as it relates to the public transport network, the investment portion of the budget must be in accordance with the investment program approved by the Energy Control Commission pursuant to Article 14 of the Act of 10 February 2000 referred to above;
- the deliberations on the financing policy;
- proceedings relating to all purchases, transfers and sales of assets, including acquisitions or assignments of real estate or rights, subscription, contribution, exchange, transfer or purchase of securities and the taking of immediate or deferred interest, as well as any other purchases, contributions and sales of assets, the acquisition of trade funds or intangible values, the contribution or exchange of assets
By exception, the purchase and sale of investment securities made in the context of the day-to-day treasury management does not require the prior authorization of the supervisory board, however, the supervisory board must be informed of such transactions;
- the establishment of security rights or guarantees of any kind:
1. When these operations directly contribute to the operation, maintenance and development of the public electricity transmission network, in excess of 20 (twenty) million euros;
2. When these transactions do not directly contribute to the implementation of the activities mentioned in 1 above, for an amount greater than 5 (five) million euros.
- proceedings relating to the creation of any society, economic interest group or other legal entity.
The operations that directly contribute to the operation, maintenance and development of the public electricity transmission network, as set out in the investment program approved by the Energy Regulatory Commission pursuant to section 14 of the Act of 10 February 2000 referred to above, are decided by the directorate who informs the supervisory board.
VI. - Rules of procedure specify all other rules of operation of the supervisory board.
In particular, it may provide that the members of the supervisory board who participate in the meeting of the council are deemed to be present in the calculation of the quorum and majority by means of videoconference whose nature and conditions of application are determined by Decree No. 2002-803 of 3 May 2002.
However, the provisions of the preceding paragraph are not applicable to the adoption of decisions relating to:
1. The appointment and revocation of the Chair and Vice-Chair of the Supervisory Board;
2. The appointment and revocation of the members of the Executive Board;
3. Audit and oversight of annual accounts and management report;
4. Where applicable, the audit and control of consolidated accounts and the group management report is not included in the annual report.
VII. - The deliberations of the Supervisory Board are found by minutes contained in a special registered and issued registry, held in accordance with the regulations.
Minutes are signed by the sitting chair and by a member of the supervisory board at least. In the event of a failure of the sitting chair, they are signed by at least two members of the supervisory board.
Copies or extracts to be produced in court or elsewhere are validly certified by the President or Vice-President of the Supervisory Board, a member of the Executive Board, the member of the Supervisory Board temporarily delegated to the office of President or an authorized authority. If the company is dissolved, they are certified by one of the liquidators or the single liquidator.
VIII. - A member of the Supervisory Board may give a written mandate to another member of the Supervisory Board of the same College to represent him at a meeting of the Board.
IX. - The Council shall meet under the chairmanship of its President or Vice-President or, in the event of their incapacitation, a member specially designated by the Council to chair.
The members of the Supervisory Board, as well as any person who is required to attend Council meetings, shall be held at discretion in respect of information that is confidential under the law or as such by the Chair of Council. Each member of the Supervisory Board shall be obliged to give greater diligence in respect of this confidentiality in the light of the particular status of the Corporation with respect to legal persons engaged in the production or supply of electricity, as well as the provisions of the Act of 9 August 2004 and the Act of 10 February 2000.
Article 15
Chair and Vice-Chair of the Supervisory Board
I. - The Supervisory Board shall appoint, in accordance with the provisions of section 7 of the above-mentioned Act of 9 August 2004, a President, a natural person. The Supervisory Board also appoints a Vice-President, a natural person selected from the Supervisory Board members in accordance with the provisions of section L. 225-81 of the Commercial Code.
II. - The President, or the Vice-President in the event of the President's impossibility or deficiency, summons the Supervisory Board, organizes and directs the work and debates of the Supervisory Board which he reports to the General Assembly. In particular, it ensures that the members of the Supervisory Board are able to fulfill their mission.
III. - The term of office of the President and Vice-Chair shall not exceed that of their term as a member of the Supervisory Board or as a permanent representative.
Article 16
Committees. - Regulated conventions
I. - The board may decide on the establishment of committees to which it sets the composition and powers, without the effect that these powers may delegate to these committees the powers assigned to the supervisory board by law or by statute.
II. - It is prohibited for natural persons members of the Supervisory Board, the President, members of the Management Board to enter into any form of borrowing from the Corporation, to be granted by it a discovery, in current account or in any other form, and to endorse or endorse their commitments with third parties. This prohibition also applies to permanent representatives of legal persons members of the supervisory board, to spouses, ascendants and descendants of the above-mentioned persons and to any interposed person.
Any agreement that intervenes directly or by person interposed between the Corporation and one of the members of the board, one of its members of the supervisory board, one of its shareholders having a fraction of the voting rights of more than 10% or, if it is a shareholder corporation, the corporation controlling it within the meaning of Article L. 233-3 of the Commercial Code, must be subject to the prior authorization of the board.
The same is true of the conventions to which one of the above-mentioned persons is indirectly interested.
The agreements between the Corporation and a company are also subject to prior authorization by the Supervisory Board if one of the members of the Management Board or one of the Supervisory Board members of the Corporation is the owner, indefinitely responsible partner, manager, administrator, member of the Supervisory Board or in a general management of that undertaking.
These conventions must be authorized and approved under the terms of Article L. 225-86 of the Commercial Code.
However, conventions relating to current and normal transactions are not subject to the authorization and approval procedure provided for in sections L. 225-87 et seq. of the Commercial Code. However, and except where due to their object or financial involvement, they are not significant to any of the parties, these conventions must be communicated by the interested party to the Chairman of the Supervisory Board. The list and purpose of these conventions are communicated by the President to the members of the Supervisory Board and to the auditors by the day of the Board verifying and controlling the accounts for the past year.
PART IV
DIRECTORY
Article 17
Directoire. - Composition. - Designation
The Corporation is headed by a branch composed of up to five members, natural persons, who perform their duties under the supervision of the Supervisory Board.
Under the conditions provided for in section 14 of the present statutes and by the Order in Council made pursuant to the provisions of section 6, II, of the Act of 9 August 2004, the Supervisory Board shall, after agreement of the Minister for Energy, designate the Chairman of the Management Board and, on the proposal of the Minister, the other members of the Management Board.
The directorate is appointed for a period of five years by the supervisory board. The latter provides for the replacement of members of the deceased or resigning board, in accordance with the law and the provisions of the preceding paragraph.
The Chairman of the Board, appointed for the same period as that of his term as a member of the board, represents the Corporation in its relations with third parties.
Article 18
Directoire. - Revocation
Any member of the board is revocable under the conditions provided for by the decree taken under Article 6, II, of the aforementioned Act of 9 August 2004.
A member of the Supervisory Board may refer to the Supervisory Board for a draft deliberation of the Board for the purpose of seizing the Energy Control Board for the revocation of a member of the Board under the conditions specified in the Order in Council referred to in the preceding paragraph.
Article 19
Management powers
I. - Subject to the powers that the law, the regulations and these statutes expressly and in accordance with the Assembly of shareholders and the Supervisory Board, the board shall be vested with the widest powers to act in any circumstances on behalf of the Corporation. It exercises these powers within the limits of the social object. He represents the Corporation in its relations with third parties. The Corporation is engaged even by the acts of the policy which do not fall within the scope of the social object, unless it proves that the third party knew that the act exceeded that object or could not ignore it in the circumstances, being excluded that the only publication of the statutes was sufficient to form that evidence. The provisions of the statutes limiting the powers of the directorate are unopposable to third parties.
In particular, the board is the only authority to implement operations that directly contribute to the operation, maintenance and development of the public electricity transmission network.
The Management Board shall report to the Supervisory Board, at least once a quarter, which outlines the principal acts or acts that have occurred in the management of the Corporation.
After the closing of each fiscal year and within a three-month period, the supervisory board shall present the annual accounts, together with its report to the general meeting of shareholders, to the audit and control board.
II. - The Chairman of the Board is responsible for the definition and implementation of the code of conduct, as provided for in Article 6, III, of the Act of 9 August 2004. It reports annually to the Energy Control Board.
III. - Pursuant to Article 14 of the Act of 10 February 2000 referred to above, the Chairman of the Management Board shall submit annually to the approval of the Energy Regulatory Commission the investment programme of the public electricity transmission network, compatible with the medium-term financial plan of the Corporation.
IV. - Directors, who may not be members of the Supervisory Board, may not exercise direct or indirect responsibility in the management of electricity or gas production and supply activities, in any company, in France or abroad, at the time of their appointment and for the duration of their term.
PART V
AUDITORS
Rule 20
Appointment. - Attributions
The ordinary general assembly shall, under the legal conditions, designate two auditors appointed for six years and whose functions expire at the end of the general assembly which shall rule on the accounts of the sixth fiscal year. They carry out their control duties in accordance with the law.
Two alternate commissioners, called upon to replace the holders in the event of death, resignation, incapacity or refusal of them, are appointed by the ordinary general assembly.
The auditors shall be summoned by registered letter with a request for notice of receipt to all shareholder assemblies as well as to meetings of the supervisory board or directorate which shall, respectively, review or discontinue annual or intermediate accounts. They may, at any time of the year, perform the audits or controls that they consider appropriate.
PART VI
GENERAL AND SPECIAL
Article 21
Composition of the General Assembly
I. - The General Assembly shall consist of all owners of ordinary shares, regardless of the number of their shares, subject to the loss of release, within the prescribed time limit, of payments due to their shares.
The general assembly, regularly convened and constituted, represents the universality of shareholders. His decisions are mandatory for all, even for dissidents, incompetent and absent.
II. - A shareholder can only be represented by another shareholder.
A legal person is validly represented by any legal representative of a quality or by a person specially authorized to do so. The owner of shares not having his domicile in France may be represented by a regular intermediary registered as holder of these shares on behalf of the latter.
III. - Any shareholder may participate personally in the assemblies on the basis of his or her identity and ownership of his or her shares, in the form of a nominal registration in the accounts of the corporation, at least 5 (five) days before the meeting.
Article 22
Nature of assemblies
The Extraordinary General Assembly is solely empowered to amend the statutes in all their provisions. All other decisions are taken by the ordinary general assembly.
In addition to the annual ordinary general meeting held each year within 6 (six) months after the closing of the social exercise, except for an extension of this period by order of the President of the Commercial Court upon request of the Supervisory Board, ordinary general assemblies may be convened at any time of the year.
Article 23
Convocation. - Meeting place. - Agenda
I. - General meetings are convened by the board or by the supervisory board. If not, they may also be convened by the auditors or by a court agent under the conditions and conditions set out in Article L. 225-103 of the Commercial Code and Article 194 of the aforementioned Decree of 23 March 1967.
The summons is made 15 (fifteen) days at least in advance on first convocation and 6 (six) days at least in advance on the following summonses, by registered letter with notice of receipt addressed to each shareholder.
II. - The assemblies are held in the city of the head office or in any other place in France following the decision made on this subject by the author of the summons and at the place indicated in it.
III. - The agenda of each general assembly is decided by the author of the convocation. It contains, where applicable, proposals from one or more shareholders, under the conditions laid down by law.
Article 24
Office. - Presence sheet. - Voice
Correspondence. - Minutes
I. The General Assembly is chaired by the Chairman of the Supervisory Board. In the event of the absence of the latter, it is presided over by a member of the supervisory board specially delegated for that purpose or, if not, by a person chosen within the board by the assembly.
In the event of a summons by an auditor or a designated agent of justice, the meeting shall be chaired by the author or one of the authors of the summons.
The duties of deputy returning officers are fulfilled by the two members present who, by themselves or their mandates, have the greatest number of votes and, on their refusal, by those who come after them until acceptance.
The office so composed means the secretary, who can be chosen outside the shareholders.
II. - It is held a presence sheet established in legal forms, duly demarcated by present shareholders and representative shareholders, mentioning shareholders voting by correspondence and certified by the office of the assembly.
III. - Any shareholder expresses as many votes as he has shares or represents, without any limitation, with the exception of the cases provided by law.
For any proxy of a shareholder without a proxy, the President of the General Assembly shall issue a vote in favour of the adoption of the draft resolutions submitted or approved by the Director and a vote in favour of the adoption of all other draft resolutions. To issue any other vote, the shareholder must make a choice of an agent who agrees to vote in the direction indicated by his or her principal.
The votes are expressed by lifting hands. Shareholders may also vote by correspondence, under legal conditions.
IV. - Proceedings are recorded by minutes signed by officers.
Copies or extracts of the minutes of the meeting are validly certified either by the president of the supervisory board or by the secretary of the assembly.
V. - Shareholders may be summoned to meetings electronically if they have given their written agreement and communicated their e-mail address to the Corporation. The shareholder may return to his or her choice at any time and request to be summoned by registered letter with a request for notice of receipt.
Shareholders can vote electronically. A remote electronic voting form is then sent to them.
Shareholders participating by videoconferencing or by means of telecommunications allowing their identification to the general assembly are deemed to be present for the calculation of the quorum and majority.
Rule 25
General Assembly
I. - The ordinary general meeting annually:
- approves, rectifies or rejects the annual accounts and consolidated accounts, determines the allocation of the profit and may, under the legal conditions, decide to grant to each shareholder, for all or part of the dividend or dividend deposit distributed, an option between the payment of the dividend in cash or shares;
- statue on the conventions referred to in Article L. 225-86 of the Commercial Code;
- appoints members of the Supervisory Board other than those representing employees or the State, and may revoke them for reasons of which it is sole judge;
- decides the allocation of tokens of presence to the members of the supervisory board who may be beneficiaries and determine the amount thereof;
- means the auditors;
- ratifies the transfer of the head office in the same department or a neighbouring department, when decided by the supervisory board;
- and, generally, rule on any issues that are not within the competence of the extraordinary assembly.
II. - Any other ordinary assembly may decide on the items set out in paragraph I above, except for matters relating to the accounts of the past year.
III. - The ordinary assembly is regularly constituted and deliberates validly if the shareholders present, represented or voting by correspondence have at least one quarter of the shares entitled to vote. If this quorum is not reached, a new assembly is made which effectively deliberates whatever fraction of the capital represented, but which can only rule on the agenda of the first meeting.
The decisions of the ordinary assembly are made by a majority of the votes available to shareholders present, voting by correspondence, or represented.
Rule 26
Special General Assembly
I. - The Extraordinary General Assembly may make to the statutes any amendments authorized by the laws on societies. It may include:
- modify the object or name;
- decide on the transfer of the head office;
- increase or reduce capital or decide to depreciate capital;
- to vote the decrease in the number of shares constituting social capital by their meeting, even resulting in mandatory transfers of shares;
- modify the terms and conditions of assignment or transmission of shares;
- modify the rules of allocation of profit;
- decide on the issue of capital representative securities or giving access to capital;
- decide on the merger of the Corporation;
- decide on the extension or, subject to the legislative provisions in force, the dissolution of the Corporation;
- subject the Corporation to any new non-applicable legislative provision of full law;
- decide the transformation of the Society.
II. - The extraordinary assembly is regularly constituted and deliberates validly if the shareholders present, represented or voting by correspondence have at least, on first convocation, a third and, on second convocation, a quarter of the shares having the right to vote; in the absence of the latter quorum, the second meeting may be extended at a later date of not more than two months from the date of its meeting.
The extraordinary assembly shall rule by a two-thirds majority of the votes of the shareholders present, voting by correspondence, or represented.
Extraordinary assemblies called upon to decide or authorize an increase of capital exclusively by incorporation of reserves, profits or emission premiums, shall delibrate the conditions of quorum and majority established by Article 26.
Rule 27
Right to shareholder communication
The Corporation shall make available to shareholders, at the head office, and, where appropriate, at their address, under the legal conditions and deadlines, all documents provided by law to enable them to exercise their communication rights, including with respect to annual accounts, pre-assembled information, list of shareholders and minutes of meetings held in the last three fiscal years.
PART VIII
SOCIAL EXERCICE. - BENEFICE. - BOOKS
Rule 28
Social exercise
The social exercise begins on January 1 and ends on December 30 and 1.
At the end of each fiscal year, by complying with the legislative and regulatory requirements, the inventory of the various assets and liabilities, the balance sheet, the result account and the schedule. It establishes the management report prescribed by law.
At the close of each social year, the Corporation shall establish, as appropriate, consolidated accounts.
These documents are made available to the auditors under legislative and regulatory conditions.
Rule 29
Affection of the result. - Reservations
If a distribuable benefit as defined by law results from the accounts of the fiscal year, as approved by the General Assembly, the General Assembly may decide to enrol it in one or more reserve positions of which it regulates the assignment or employment, reschedule it or distribute it.
After having found the existence of reserves available to it, the General Assembly may decide on the distribution of sums taken from these reserves. In this case, the decision expressly specifies the reserve posts on which the sampling is carried out.
However, dividends are paid by priority on the distribuable profit of the fiscal year.
Rule 30
Payment of dividends and deposits
I. - The payment in cash of the dividends shall be made on the date and at the places fixed by the General Assembly or, failing that, by the Director, within a maximum period of 9 (nine) months after the end of the fiscal year, except for an extension of that period by order of the President of the Commercial Court ruling on request of the Director.
The directorate may, prior to the approval of the accounts of the fiscal year, distribute, under the legal conditions, one or more dividend deposits.
II. - All dividends that have not been collected in the 5 (five) years from the date of their payment are prescribed in accordance with the law.
PART IX
DISSOLUTION. - LIQUIDATION
Rule 31
Dissolution. - Liquidation
Subject to the constitutional and legislative provisions in force, the Corporation is in liquidation at any time and for any cause.
The General Assembly shall appoint one or more liquidators, with or without limitation the duration of their functions, and, where appropriate, shall determine their remuneration.
Liquidators have the most extensive powers to perform the assets, clear the liabilities, distribute the balance available in accordance with the last paragraph of this section and, in general, do all that will be useful or necessary for the complete liquidation of the Corporation, including the provisional maintenance of the operation.
The appointment of the liquidator(s) shall terminate the functions, unless otherwise decided by the aforementioned General Assembly, auditors and members of the Supervisory Board.
During the liquidation, any extracts or copies of minutes of general meetings or previous meetings of the supervisory board are validly certified by one of the liquidators.
The shareholders shall be convened at the end of the liquidation to settle on the final account, on the quitus of the management of the liquidator(s) and the discharge of their mandate and to determine the closure of the liquidation.
The balance is distributed among all shares in proportion to their share in capital.
Rule 32
Contestations
Any disputes that may arise during the duration of the Corporation or during its liquidation, either between the shareholders and the Corporation, the directors, the members of the supervisory board or the auditors, or between the shareholders themselves in respect of social affairs, are subject to the jurisdiction of the competent courts of the head office.
In the event of a dispute, any shareholder is required to elect domicile in the courts of the head office and all meanings and assignments are regularly given to that domicile. In the absence of an election of domicile, the meanings and subpoenas are validly made to the Public Prosecutor's Office of the High Court of the Head Office.
Done in Paris on 30 August 2005.
Dominique de Villepin
By the Prime Minister:
Minister Delegate to Industry,
François Loos
Minister of Economy,
finance and industry,
Thierry Breton
