Key Benefits:
The Prime Minister,
On the report of the Minister of State, Minister of Economy, Finance and Industry, and the Minister Delegate to Industry,
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;
In light of Act No. 2003-8 of 3 January 2003 on gas and electricity markets and the public energy service, as amended by Act No. 2004-803 of 9 August 2004 on the public service of electricity and gas and electrical and gas enterprises;
Having regard to Act No. 2004-803 of 9 August 2004 on the Public Service of Electricity and Gas and Electrical and Gas Enterprises, including its Article 47;
In light of the amended Decree No. 67-236 of 23 March 1967 on commercial companies, Decree:
The original statutes of the company Gaz de France are annexed to this decree.
By derogation from the statutes annexed to this decree and the provisions of the decree of 23 March 1967 referred to above, the General Assembly and the Board of Directors of Gaz de France may be convened without conditions of delay or formality within the first month following the transformation of Gaz de France into an anonymous society, to take all necessary measures for its proper functioning.
As a transitional measure, the president of the board of directors of the public establishment Gaz de France according to the date of signature of this decree is the legal representative of the company Gaz de France and assumes the general direction of it from the date of entry into force of this decree, until the publication of the decree appointing the president of the board of directors of the said corporation. During this period, he summons the board of directors of the corporation.
The transformation into an anonymous society is without impact on all delegations and subdelegations of authority and signature applicable to the public institution Gaz de France on the date of signature of this decree.
The Minister of State, Minister of Economy, Finance and Industry, and the Minister Delegate to Industry are responsible, each with regard to the execution of this Order, which will be published in the Official Journal of the French Republic.
A N N E X E
STATUS OF GAS DE FRANCE
Article 1
Form
The company is an anonymous corporation subject to the statutory and regulatory provisions applicable to anonymous companies, subject to specific laws governing it, and to these statutes. The specific laws governing the company include Act No. 46-628 of 8 April 1946 on the nationalization of electricity and gas, Act No. 83-675 of 26 July 1983 on the democratization of the public sector, Act No. 2003-8 of 3 January 2003 on the markets of gas and electricity and the public service of energy, as well as Act No. 2004-803 of 9 August 2004 on the public service of electricity
Article 2
Subject
The purpose of the company is in France and abroad:
- to prospect, produce, process, import, export, purchase, transport, store, distribute, supply, market fuel gas and all energy;
- to achieve the gas trade and all energy;
- provide services related to the above-mentioned activities;
- ensuring public service missions assigned to it by the legislation and regulations in force, in particular by Act No. 46-628 of 8 April 1946 on the nationalization of electricity and gas, Act No. 2003-8 of 3 January 2003 on the markets of gas and electricity and the public service of energy, and Act No. 2004-803 of 9 August 2004 on the public service of electricity and gas;
- to participate directly or indirectly in any operation or activities of any kind that may be related to any of the above-mentioned objects, or of a nature to ensure the development of social heritage, including research and engineering activities, through the creation of new companies or undertakings, input, subscription or purchase of titles or social rights, interest-takings and participations, in any form or in any other existing enterprises or
- to create, to acquire, to rent, to take for self-care all furniture, buildings and trade funds, to take on lease, to install, to exploit all establishments, trade funds, factories, workshops related to one of the aforementioned objects;
- to take, acquire, exploit or assign all processes and patents relating to activities relating to one of the above-mentioned objects;
- and more generally to carry out all operations and activities of any kind, industrial, commercial, financial, mobile or real estate, including services or research, directly or indirectly, in whole or in part, to any of the above-mentioned objects, to any similar, complementary or related objects as well as those of a nature to promote the development of the business of the society.
Article 3
Name
The name is "Gas de France".
Article 4
Headquarters
The head office is set in Paris (17th), 23, rue Philibert-Delorme. The Board of Directors, subject to the prerogatives of the General Assembly, is empowered to transfer the company's head office under the conditions laid down by law.
Article 5
Duration
The company has a duration of ninety-nine years from the date of publication of the decree establishing these statutes, except for cases of early dissolution or extension.
Article 6
Social capital
Social capital is thus initially set at 903,000 euros. It is composed of 451 500 000 shares of two (2) euros of nominal value each. The shares are deemed fully subscribed, on the one hand, and fully released on the other.
In accordance with the provisions of Act No. 2004-803 of 9 August 2004, the company shall be the beneficiary of all property, rights, obligations, contracts and authorizations of all kinds, in France and outside France, of the public establishment Gaz de France at the date of the transformation of the latter, i.e. the date of publication of the decree establishing the present statutes; this benefit operates without giving rise to the collection of fees, taxes or taxes of any kind and more generally under the conditions defined by the said law.
Social capital may be increased, reduced or amortized under the conditions prescribed by law.
The social capital of Gaz de France is initially owned by the State in its entirety. In accordance with Act No. 2004-803 of 9 August 2004, the State must hold at any time more than 70% of the capital of the society.
Article 7
Release of shares
In the event of an increase in capital, the release of shares shall be in accordance with the law and the decisions of the extraordinary general assemblies and the board of directors.
The remaining amounts to be paid on the actions to be released in cash are called by the Board of Directors who determines the dates and importance of the appeals.
A shareholder who fails to make payments due on the shares of which he or she is a holder is entitled to the corporation with a delayed interest calculated day after day, from the due date, at the rate of legal interest in commercial matters plus three points without prejudice to the forced enforcement measures provided by the law.
Article 8
Form of shares
The actions are of a nominal or bearer form, under the conditions provided for by the legal provisions in force.
The actions shall be taken into account in the conditions and in the manner prescribed by the legal and regulatory provisions.
Article 9
Cession and transmission of shares
9.1. The actions are freely negotiable. The transfer of shares is carried out by transfer of account to account, in accordance with the terms defined by law and regulations.
9.2. In order to identify the titles to the holder, the company may request, under the legal and regulatory conditions and under the sanctions provided by the Commercial Code, to any agency or intermediary, information allowing the identification of the holders of securities of the corporation immediately or in the term conferring the right to vote in its shareholder assemblies, including the amount of securities held by each of them.
If it is a nominal form, giving immediate or long-term access to capital, the intermediary registered under the terms and conditions set out in the Commercial Code is required to reveal the identity of the owners of these securities, on a simple request from the corporation or its agent, which may be presented at any time. The non-observance by securities holders or intermediaries of their obligation to communicate the information referred to above may, under the conditions provided by law, result in the suspension or deprivation of the right to vote and the right to payment of the dividend attached to the shares.
9.3. In addition to the thresholds provided for in Article L. 233-7 of the Commercial Code, any natural or legal person acting alone or in concert that has just held directly or indirectly a fraction - of the capital or voting rights or securities giving full access to the capital of the corporation - equal to or greater than 0.5% has the obligation to inform the corporation by registered letter with acknowledgement of receipt, within a period of five days of exchange from the crossing of the said This obligation of information also concerns the detention of each additional 0.5% of the capital or voting rights or securities giving full access to the capital of the corporation, being specified that, in the event of a exceedance of one of the thresholds referred to in the sixth paragraph of Article 233-7 of the Commercial Code, the information shall specify to the corporation the intention of the person or persons holding. This same obligation of information shall apply on the same basis, if the threshold is reduced by 0.5% or a multiple of the threshold.
The intermediary registered as holder of shares in accordance with the third paragraph of Article L. 228-1 of the Commercial Code shall, without prejudice to the obligations of the owners of the shares, make the declarations provided for in this Article for all the shares under which it is registered.
In the event of non-compliance, the penalties provided for in Article L. 233-14 of the Commercial Code are applied.
Article 10
Heritage rights and obligations to actions
10.1. Each action gives right, in the ownership of the social asset and in the sharing of the benefits and the liquidation bonus, to a proportion proportional to the quotity of the capital it represents.
10.2. All securities, both old and new, provided that they are of the same type and of the same capital released in the same amount, are fully assimilated from the moment when they carry the same enjoyment; in the possible distributions of profits as in the case of total or partial reimbursement of their nominal capital, they then receive the same net amount, all the taxes and taxes to which they can be subject being distributed uniformly among them.
10.3. The shareholders only bear the losses to their contributions.
10.4. In addition, each action gives the right to vote and representation in general assemblies, under legal and statutory conditions. The ownership of an action shall have full right to adhere to these statutes and to all decisions of the General Meetings of the Shareholders of the Corporation.
10.5. Each time it is necessary to own several shares to exercise any right, in the event of exchange, reunification or allocation of shares, or as a result of an increase or reduction of capital, merger or other social operation, the owners of shares isolated or in numbers less than that required may exercise that right only on the condition that they make their personal business of the group and, possibly, the purchase or sale of shares or rights.
Article 11
Voting rights attached to actions
Except in the case where the law otherwise provides and except for the limitation set out below, each shareholder shall have as much voting rights and shall express as many votes as he or she has shares released from the due payments.
Article 12
Indivisibility of actions. - Usufruit
12.1. The shares are indivisible with respect to the Corporation.
12.2. The co-owners of undivided shares are represented at the general assemblies by one of them or by a single agent. In the event of disagreement, the agent is appointed to court at the request of the most diligent co-owner.
12.3. The right to vote attached to the action belongs to the Usufruitar in the ordinary general assemblies and to the Nu-proprietary in the extraordinary general assemblies.
Article 13
Composition of the Board of Directors
13.1. The company is administered by a board of directors of eighteen members, composed in accordance with the provisions of Act No. 83-675 of 26 July 1983 amended on the democratization of the public sector, in particular its Articles 5 and 6 and the provisions of the amended Decree-Law of 30 October 1935 organizing the financial control of the State on the enterprises having appealed to the financial competition of the State.
In this context, the board of directors includes six representatives of employees elected in accordance with the provisions of title II of the Act of 26 July 1983.
13.2. In accordance with the Act of 26 July 1983 on the democratization of the public sector, the term of office of directors is five years and each of their substitutes may serve for the remainder of the term of office until the renewal of the entire board of directors.
13.3. The General Assembly sets out the amount of tokens allocated to administrators.
The costs incurred by directors for the performance of their terms of office are reimbursed by the corporation on supporting documentation.
Employee representatives receive an hour credit equal to half of the legal duration of the work.
13.4. Any director must be the owner of at least one share of the corporation, except as a result of applicable legal or regulatory provisions.
13.5. At the initiative of the President, the Board of Directors may, depending on the agenda, call members of the company or personalities outside the company to attend meetings of the board of directors without a deliberate vote.
The secretary of the corporate committee or organization, taking place, attends the board of directors without a deliberate vote.
The President and CEO is required to communicate to each director all the documents and information necessary to carry out his or her mission.
13.6. Persons who are required to attend the Board of Directors' deliberations are held in the same discretionary obligations as directors.
Article 14
Deliberations of the Board of Directors
14.1. The directors shall be summoned to the board of directors under the conditions laid down by law, those that the board of directors determines itself, and by all means.
At least one third of the board members may, indicating the agenda of the session, convene the board if the board has not met for more than two months.
14.2. The proceedings shall be taken under the conditions of the quorum and majority provided for by law. In the event of a vote-sharing, the preponderant is the chair.
The President may take the initiative to organize meetings of the board of directors by videoconferencing, including teletransmission via the Internet, within and under the conditions established by the law and the regulations in force and, where applicable, the rules of procedure.
14.3. Minutes are made and copies or extracts of the proceedings are issued and certified in accordance with the law.
Article 15
Powers of the Board of Directors
15.1. The powers of the board of directors are those conferred by the law.
15.2. The Board of Directors may establish committees within the Board, including an audit and audit committee and a strategy committee, to consider any matters relating to the corporation that the Board or the Chair submits for advice to their consideration. It sets out the composition, mission and operational modalities of these committees.
In general, the board of directors decides on the adoption of the principles and rules of corporate government that seem to facilitate its functioning and the transparency of the management of society. These principles and rules, including board committees, are contained in the rules of procedure of the board of directors.
15.3. The board of directors may invest one or more of its members or any person chosen outside of the board, of special, permanent or temporary missions that it determines.
Article 16
Chairman of the Board of Directors
The president of the board of directors of the company is appointed by decree, among the directors, on the proposal of the board of directors. The duration of his or her functions cannot exceed that of his or her director's mandate. Its functions may be renewed in the same form as those of its appointment. It may be terminated under the conditions set out in section 10 of the Act of 26 July 1983 on the democratization of the public sector.
Article 17
Direction générale
17.1. Subject to the powers that the law expressly assigns to the assemblies of shareholders, the powers of which it specializes the board of directors, the limit of the social object, and the provisions of sections 13 to 15 of Act No. 2004-803 of 9 August 2004, the president of the board of directors shall assume under his responsibility the general direction of the society and shall represent it in his relations with the third parties with the most extensive powers to act in all circumstances.
17.2. On the proposal of the President and CEO, the Board of Directors may appoint up to five persons to assist the President and CEO with the title of Executive Director.
On the proposal of the President and CEO, the Board of Directors determines the extent and duration of the powers granted to delegated Directors General.
In respect of third parties, the delegated directors or directors general have the same powers as the President and CEO.
Apart from the delegated directors general, the President and CEO has the power to partially substitute in his or her powers as many agents as he or she will advise.
Article 18
Distribution network management
18.1. In accordance with title III of the law of 9 August 2004 mentioned above, the activity of the gas distribution network manager is entrusted to a management called "Gas de France distribution network" whose mission is to define the technical policies, to define and conduct the policies of investment and development of the assets of the distribution networks granted to the society, to negotiate, co-sign and manage the contracts of concessions and their constituents, to ensure the non-regulation
18.2. In the exercise of its mission, Gaz de France distribution network relies in particular on the common service with Electricité de France obligatoryly constituted pursuant to article 5 of Act No. 46-628 of 8 April 1946 referred to above and referred to as "EDF Gaz de France distribution".
As a member of Gaz de France, EDF Gaz de France distribution has for missions the realization of construction, development and maintenance work on gas distribution works, the technical operation of the network and distribution works, the realization of counting activities, the daily relations with local authorities, the conceding authorities, the non-eligible customers.
18.3. The offices of Gaz de France distribution network and EDF Gaz de France distribution are each headed by a director appointed by the president and CEO for a period of three years. The Director of EDF Gaz de France distribution is jointly appointed by the President and CEO of EDF. These directors have delegations of authority to allow them under the conditions they define to independently assume in respect of any gas supply activity the management of the activities they carry out.
They may only be revoked before the end of their term by the President and CEO and in the forms provided for in Article 15 of the Act of 9 August 2004.
18.4. The budget and multi-year investment plan of Gaz de France distribution network, as well as the budget and multi-year investment plan of EDF-Gaz de France distribution regarding the gas distribution network are prepared by their respective directors. They are submitted to the President and CEO or to the person he delegates for this purpose by the Director of Gaz de France Réseau distribution.
They are arrested by the President and CEO prior to their presentation to the Board of Directors for approval.
The Director of Gaz de France distribution network reports annually, under the same conditions, on the execution of the said budgets and plans to the President and CEO or to the person he or she designates for that purpose, before the latter's presentation to the Board of Directors.
The President and CEO or the person he or she designates for this purpose ensures that investments are forecast profitability that meets the requirements of the Board of Directors for profitability, without prejudice to the powers conferred by the law in this regard to the regulatory authorities. It controls the performance of the approved budgets and investment plans, as per the rules in force in the corporation.
The director of Gaz de France distribution network and the director of EDF Gaz de France distribution transmit monthly to the President and CEO or to the person he designates for this purpose the data necessary to the establishment of Gaz de France accounts. More generally, they provide it with access to any information necessary to respect and exercise its legislative or regulatory obligations.
18.5. The Director of Gaz de France distribution network develops a code of good conduct containing the internal organizational measures taken to prevent discriminatory practices in third party access to the network. It addresses it to the Energy Control Board. It submits to the Board of Directors and to the Energy Regulatory Commission an annual report on the implementation of this code, which is applicable to all the distribution activities, including those carried out by EDF-Gaz de France distribution as long as they fall within the gas portion of its activity.
18.6. Subject to the powers vested in the board of directors, the President and CEO of Gaz de France shall delegate to the directors of Gaz de France network distribution and EDF Gaz de France distribution, in their respective fields, including the powers in respect of:
(a) Network investments within 30 MEUR per operation;
(b) Investments in real estate or information systems within the limit of EUR 3 million per transaction;
(c) Disposals of assets within the limit of EUR 1 million per transaction;
(d) Without prejudice to the provisions of Article L. 225-35 of the Commercial Code and Article 89 of Decree No. 67-236 of 23 March 1967, establishing security rights or guarantees of any kind for an amount not exceeding 1 EUR (a million euros) and within the limits of the annual authorization granted by the council.
For the exercise of activities that do not fall under the mandates entrusted to them under paragraphs 18.1 and 18.2 of this article, the Director of Gaz de France distribution network and Director EDF Gaz de France distribution must obtain the prior agreement of the President and CEO.
Article 19
Regulated conventions
Any agreement that intervenes directly or by person interposed between the corporation and a member of the board of directors, or a delegated director general, a shareholder with 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 section L. 233-3 of the Commercial Code, must be subject to the prior authorization of the board of directors.
The same is true of the conventions to which one of the persons referred to in the preceding paragraph is indirectly interested, as well as the agreements between the company and a company, if one of the directors or a delegated directors of the corporation is the owner, indefinitely responsible partner, manager, administrator, member of the supervisory board or, in general, director of that undertaking.
Independent directors of the corporation may, in the social interest, issue a recommendation to the board of directors in respect of these conventions.
The provisions of the three paragraphs above shall not apply to conventions relating to routine and normal operations, which shall be subject to the formalities provided for in Article L. 225-39 of the Commercial Code.
Rule 20
General meetings
20.1. The ordinary and extraordinary general assemblies and, where appropriate, the special assemblies are convened, assembled and deliberated under the conditions provided for by law.
The assembly shall meet at the head office or at any other place indicated in the convocation.
The meetings are chaired by the President of the Board of Directors or, in his absence, by a director specially delegated for this purpose by the Board. Otherwise, the assembly elects its president.
20.2. Every shareholder has the right to attend the assemblies provided that their shares are released from due payments.
Holders of nominative shares for at least five days prior to the holding of the assembly may attend this meeting without prior formality.
The holders of shares shall, in order to have the right to attend the general assembly, file at the places indicated by the notice of summons, at least five days before the meeting date of that meeting, a certificate of the authorized intermediary stating the unavailability of the shares registered in account until the date of the meeting.
However, the Board of Directors may, by general measure, shorten the deadlines set out in the preceding paragraphs.
The board of directors may, if it deems it useful, hand over to shareholders nominal and personal admission cards and require the production of these cards for access to the general assembly.
If the board of directors decides at the time of the convocation of the meeting, the shareholders may participate in the meeting by videoconference or by any means of telecommunication or teletransmission, including the Internet, allowing its identification under the conditions and in the manner prescribed by the regulations in force.
Where applicable, this decision is communicated in the notice of meeting published in the Mandatory Legal Ads Bulletin (OLA).
20.3. Any shareholder may be represented by his or her spouse or another shareholder in all assemblies. He may also vote by correspondence under legal conditions.
The holders of securities referred to in the seventh paragraph of Article L. 228-1 of the Commercial Code may be represented, under the conditions provided by law, by a registered intermediary.
20.4. Any shareholder may still vote by correspondence after certifying its shareholder status, at least five days before the meeting of the Assembly, by the depositary of the certificate or certificates of registration or capitalization of its securities. From this certificate, the shareholder cannot choose another mode of participation in the general assembly. To be retained, the voting form must be received by the Corporation no later than three days before the date of the meeting.
Article 21
Powers of assemblies. - Bureau of assemblies
Agenda
General assemblies and, where appropriate, special assemblies have the powers defined by law.
The functions of deputy returning officers are performed by the two members of the assembly present and accepting this function which have the greatest number of votes. The office designates the secretary, who may be chosen outside the shareholders.
It is held a presence sheet under the conditions provided by law.
The agenda of the assemblies is arrested by the author of the convocation; However, one or more shareholders may, under the conditions provided by law, require the inclusion on the agenda of draft resolutions.
Article 22
Verbatim records
Minutes of meetings shall be prepared and their copies shall be issued and certified under the conditions laid down by law.
Article 23
The audit of the company ' s accounts shall be carried out by two incumbent auditors under the conditions prescribed by law.
The terms of office of External Auditor on the date of publication of the Order establishing these Regulations shall continue until their original term, subject to the terms of sections L. 225-228 et seq. of the Commercial Code.
Article 24
Social exercise
The social exercise begins on January 1 and ends on December 31.
Rule 25
Counts. - Allocation of results
The year's accounts are approved annually by the General Assembly. The allocation of the company's results is carried out in accordance with the law.
Rule 26
Payment of dividends
The general meeting on the accounts of the fiscal year has the power to grant to each shareholder, for all or part of the dividend distributed, an option between the payment of the dividend in cash or shares.
In addition, the company may make any distribution of dividends or distribuable premiums or reserves, by handing out assets or payment in cash, in accordance with the principle of equality of shareholders.
The board of directors may, subject to the legal or regulatory provisions in force, distribute a dividend deposit in cash or shares, even during the fiscal year.
Rule 27
Dissolution. - Liquidation
In the event of an expiry or dissolution of the corporation, the ordinary assembly shall rule the method of liquidation and appoint one or more liquidators to whom it determines the powers in accordance with the law.
The net proceeds of liquidation after the termination of the liability and social expenses and the refund to shareholders of the non-amortized nominal amount of their shares are distributed among shareholders.
Rule 28
Contestations
Any disputes that may arise, in respect of social affairs, during the duration of the corporation or during its liquidation, either between the shareholders and the corporation or its directors, or between the corporation and its directors, or between the shareholders themselves, shall be submitted to the competent courts of the head office.
Done in Paris, November 17, 2004.
Jean-Pierre Raffarin
By the Prime Minister:
Minister Delegate to Industry,
Patrick Devedjian
Minister of State, Minister of Economy,
finance and industry,
Nicolas Sarkozy
