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;
Considering Act No. 2000-108 of 10 February 2000 on the Modernization and Development of the Public Electricity Service, as amended by Act No. 2003-8 of 3 January 2003 on the Gas and Electricity Markets and the Public Energy Service and 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 view of the amended Decree No. 67-236 of 23 March 1967 on commercial companies,
Decrete:
The original statutes of the company Electricité 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 Electricity of France may be convened without conditions of time or formality in the first month following the transformation of Electricity of France into an anonymous society, to take all necessary measures to its proper functioning.
As a transitional measure, the president of the board of directors of the public establishment Electricité de France according to the date of signature of this decree is the legal representative of the company Electricité 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 company. 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
EDF STATUTS
Article 1
Form
Electricity of France (EDF) is an anonymous company governed by the laws and regulations applicable to commercial companies, including the Commercial Code, to the extent that it is not derogated from it by more specific provisions such as, in particular, Law No. 46-628 of 8 April 1946, Law No. 83-675 of 26 July 1983, Law No. 2000-108 of 10 February 2000, Law No. 2004-803 of 9 August 2004 and by Act No.
Article 2
Subject
The purpose of the company is, in France and abroad, in accordance with the laws mentioned in Article 1 above:
To ensure the production, transport, distribution, supply and trade of electrical energy and to ensure the import and export of this energy;
To ensure the public service missions which are assigned to it by the laws and regulations, in particular by the Act of 15 June 1906 on the distribution of energy, the above-mentioned Act of 8 April 1946, the above-mentioned Act of 10 February 2000 and the article L. 2224-31 of the general code of the local authorities, as well as by the concession treaties, including the development and operation of the public electricity networks and the missions of supply of electricity
More generally develop any industrial, commercial or service activity, including research and engineering activities in the field of energy, to any category of customers;
To value all the furniture and real estate assets it holds or uses;
To create, acquire, rent, to take for self-help all furniture, buildings and trade funds, to 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 any of the above-mentioned objects;
To participate directly or indirectly in any transactions that may relate to any of the above-mentioned objects, through the creation of new companies or companies, the provision, subscription or purchase of securities or social rights, interest, merger, association or otherwise;
And, more generally, to engage in any industrial, commercial, financial, securities or real estate that is directly or indirectly, in whole or in part, to any of the above-mentioned objects, to any similar or related object and to any object that would be of a nature to promote or develop the business of the company.
Article 3
Name
The name is "Electricity of France". The company can also be legally designated by the only "EDF" acronym.
In all acts and documents emanating from the company 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 society", the denunciation of the amount of social capital, the place and the registration number of the company in the register of trade and societies.
Article 4
Headquarters
The head office is set in Paris (8th), 22-30 avenue de Wagram.
The Board of Directors or, where appropriate, the General Assembly is empowered to transfer the head office of the corporation, under the conditions laid down by law.
Article 5
Duration
The company has a duration of ninety-nine years from November 19, 2004, except for early dissolution or extension.
Article 6
Social capital
The social capital is set at the sum of 8,299,000 (eight billion hundred and twenty-nine million) euros, divided into 1,625,800,000 (one billion six hundred and twenty-five million eight hundred thousand) shares of 5 (five) euros each of nominal value, fully released.
The social capital of the company Electricité de France is initially owned by the State in its entirety. In accordance with the provisions of Article 24 of the above-mentioned Act of 9 August 2004, the State must hold at any time more than 70% of the capital of the society.
In accordance with the provisions of the same law, the company held, as of November 19, 2004, all the goods, rights and obligations previously attached to the public establishment Electricité de France established by the law of April 8, 1946 referred to above.
Article 7
Capital changes
Social capital may be increased, reduced or amortized under the conditions prescribed by law.
The changes in capital may not have the effect of reducing the participation of the State below the threshold mentioned in Article 6.
Article 8
Release of shares
In the event of an increase in capital, cash shares must, at the time of their subscription, be released from the minimum quotity provided by law, both for the release of the nominal value and for the release of the premium, if any. Partially released actions are nominal until their entire release. Subject to the legal provisions applicable in the event of the issuance of new shares reserved for employees, the release of the surplus shall, in one or more times, be effected by a decision of the board of directors or, in the applicable cases, by a decision of the president of the trade tribunal ruling in return, within a maximum of five years from the day the capital increase has become final.
Calls for funds are notified to shareholders by registered letter with acknowledgement of receipt or by insertion of a notice in a legal notice log of the head office at least fifteen days before the date fixed for each payment. Payments are made either at the head office or at any other place indicated for this purpose.
If the shareholder fails to release himself at the times established by the competent body, the sums due are, automatically and in full law, productive of interest at the rate of legal interest, from the date of due diligence, without prejudice to the other remedies and penalties provided by law, the corporation may, inter alia, sell the securities not released from the payments due in accordance with the terms provided by the legislative and regulatory provisions.
Article 9
Form of shares
Originally only in the nominative form, the shares, once admitted to the rank of a regulated market, will be nominative or bearer, at the choice of shareholder, subject to legislative and regulatory provisions.
The shares may be registered on behalf of an intermediary under the conditions set out in Articles L. 228-1 and following of the Commercial Code. The intermediary is required to declare its status as an intermediary holding securities on behalf of others under the legislative and regulatory conditions.
The provisions of the above paragraphs are also applicable to other securities issued by the corporation.
As of the admission to a prescribed market, the corporation is entitled, under the applicable legislative and regulatory conditions, to apply at any time, against remuneration at its expense, to the central depositary of financial instruments, as the case may be, the name or name, nationality, year of birth or year of incorporation, and the address of holders of securities to the holder immediately or in term conferring the right to vote in their own shares The company, in the light of the list transmitted by the above-mentioned organization, has the ability to request the persons on this list and whose company considers that they may be included on behalf of third parties the above information regarding the owners of the securities.
If it is a nominal form, giving immediate or long-term access to capital, the intermediary registered under the conditions set out in section L. 228-1 is required, within ten working days of the application, to reveal the identity of the owners of these securities on a simple request of the corporation or its agent, which may be submitted at any time.
Article 10
Cession and transmission of shares
Actions are freely negotiated subject to legislative and regulatory provisions. They are the subject of an account registration and are transmitted by way of a bank transfer to account. These provisions are also applicable to other securities of any kind issued by the corporation.
As from the admission to the quota of a regulated market, in addition to the legal obligation to inform the corporation of the detention of certain fractions of the capital or voting rights, any natural or legal person acting alone or in concert, who would be required to hold directly or indirectly a number of securities corresponding to 0.5% of the capital or voting rights of the corporation is held, within five days of stock exchanges from the registration of the registered securities
The registered intermediary as holder of the securities pursuant to paragraph 2 above shall, without prejudice to the obligations of the holders of the securities, make the declarations provided for in this section.
This declaration must be renewed under the above conditions, whenever a new threshold of 0.5% is reached or crossed, up and down, regardless of the reason, including beyond the 5% threshold provided for in Article L. 233-7 of the Commercial Code.
In the event of non-compliance with the above provisions, the shareholder(s) concerned shall, under the conditions and limits established by law, be deprived of the right to vote in respect of securities exceeding the thresholds subject to declaration.
Article 11
Rights and obligations to actions
Each action gives right, in profits and social assets, to a share proportionate to the quotity of the capital it represents.
In addition, it gives the right to vote and representation in general assemblies, under conditions and under statutory, regulatory and statutory restrictions.
The ownership of an action takes full ownership of the statutes and decisions of the General Assembly.
The shareholders only bear the losses to their contributions.
The heirs, creditors, entitled persons or other representatives of a shareholder may not require the affixing of the seals on the property and values of the corporation, or ask for its sharing or permissibility, or interfere in the acts of its administration; for the exercise of their rights, they must relate to social inventories and decisions of the General Assembly.
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 isolated shares or in numbers below that required may exercise that right only on the condition that they make their personal business of the group and, possibly, of the purchase or sale of necessary shares.
Article 12
Indivisibility of actions. - Usufruit
1. The shares are indivisible to the corporation.
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.
2. 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
Board of Directors
I. - The company is administered by a board of directors of eighteen members composed in accordance with the provisions of the above-mentioned law of 26 July 1983 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 contest 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.
It may include not more than two parliamentarians or holders of a local electoral mandate, chosen because of their knowledge of the regional, departmental and local aspects of energy issues.
II. - Council appoints a secretary, which he can choose outside of his members.
The President and CEO is required to communicate to each director all the documents and information necessary to carry out his or her mission.
III. - The term of office of the board members is five years. In the event of a vacancy for any cause of the seat of a member of the board of directors, the replacement of the board of directors shall perform his or her functions only for the remaining period of time until the entire board of directors is renewed.
IV. - The General Assembly shall determine the amount of the tokens of presence allocated, if any, to the directors. The term of office of directors who are not appointed by the General Assembly is free, with the exception, if any, of directors designated under the third paragraph (2°) of section 5 of the aforementioned Act of 26 July 1983.
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.
V. - Each director appointed by the General Assembly shall be revocable by it and shall be the owner of at least one share of the corporation held in the name form.
VI. - At the initiative of the President and CEO, the board of directors may, if it considers it necessary and according to the agenda, invite members of the company or other 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.
VII. - Persons called to attend the Board of Directors' deliberations shall be held in the same discretionary obligations as directors.
Article 14
Presidency of the Board of Directors
General direction
In accordance with the Act of July 26, 1983, the president of the board of directors of the corporation 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 mandate may be renewed in the same form as those of its appointment. It can be revoked by decree.
The management of the company is assumed, under its responsibility, by the Chairman of the Board of Directors, who is the President and CEO. The legislative and regulatory provisions relating to the Director General apply to the Director General.
Pursuant to Article L. 228-40 of the Commercial Code, the Board of Directors may delegate to the President and CEO, or, in agreement with the President, to one or more delegated general directors, the powers necessary to effect, within one year, the issuance of obligations and to determine the terms and conditions of the obligation. The same deliberation sets out the conditions under which the exercise of these powers is reported to the board of directors.
Article 15
Deliberations of the Board of Directors
1. The board of directors meets as often as the interest of the corporation requires, upon the convocation of its president, in accordance with the legislative and regulatory provisions. 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.
The meeting shall be held at the head office or at any other place indicated in the convocation.
Meetings of the Board of Directors, with the exception of those relating to the appointment of the Chair, the appointment or revocation of the Delegate Directors General, the annual accounts and consolidated accounts, may be held by videoconference, in accordance with the legislative and regulatory provisions and under the terms and conditions set out in the Board's rules of procedure.
The summons must be made at least seven days in advance by letter, telegram, fax or e-mail, or by any means in the event of an emergency. She mentions the agenda. It can be made twenty-four hours in advance in the event of an emergency. The President and CEO shall provide each director with the information and documents necessary to carry out his or her mission.
Meetings of the Board of Directors are chaired by the Chair of the Board of Directors or, if not, by the senior administrators present.
2. The board is only validly deliberated if at least half of its members are present. The rules of procedure may provide that are deemed to be present for the calculation of the quorum and majority of the directors participating in the meeting by means of videoconference, under the legal conditions.
Decisions are made by a majority of members present or represented. In the event of a division, the President and CEO of the meeting shall prevail.
3. A presence register is maintained, which is signed by the directors present at the board of directors. The register also mentions the names of the directors participating in the session by videoconference. The Board's deliberations are found by minutes issued in accordance with the legal provisions in force and signed by the sitting chair and by a director or, in the event of a failure of the sitting chair, by two directors. Copies or extracts of minutes of proceedings are validly certified by the President and CEO, a delegated Director General, the temporary delegated administrator in the functions of President, the Secretary of the Board of Directors or an authorized authority to do so.
Article 16
Powers of the Board of Directors
In accordance with the provisions of section 7 of the Act of 26 July 1983 referred to above, the board of directors shall determine the directions of the activity of the corporation and shall ensure their implementation. Subject to the powers expressly assigned to shareholder assemblies and within the limits of the social object, it may take up any matter of interest to the good march of the society and by its deliberations the cases concerning it.
The Board of Directors may decide to establish specialized advisory committees, including an audit committee, a strategy committee, a compensation committee. It sets out the composition and responsibilities of these committees. They report to him on the exercise of their missions.
The rules of procedure specify the functions of the committees and their modalities of operation.
Article 17
Powers of the President and CEO
General Delegates
The President and CEO organizes and directs the work of the Board of Directors, which he reports to the General Assembly. It ensures the proper functioning of the organs of society and in particular ensures that directors are able to carry out their duties.
Subject to the legal provisions specific to public sector corporations and the powers expressly assigned by the law to shareholder assemblies, the powers it reserves in a special way to the board of directors, and within the limits of the social object, the President and CEO is vested with the most extensive powers to act in all circumstances on behalf of the corporation.
On the proposal of the President and CEO, the Board of Directors may appoint one or more physical persons to assist the President and CEO, with the title of Executive Director. The maximum number of delegates is five. The Board of Directors determines the duration of the mandate and the possible limitations of powers of each of the delegated Directors General.
When the President and Chief Executive Officer ceases or is unable to perform his or her duties, Delegate Executive Directors shall, unless the Board decides otherwise, retain their functions and duties until the new President and CEO is appointed.
The President and CEO has the power to partially substitute in his or her powers as many agents as he or she will notify. In respect of third parties, delegated directors general have the same powers.
Article 18
Management Supervision
electricity distribution network
18.1. In accordance with title III of the law of 9 August 2004 mentioned above, the activity of the electricity distribution network manager is entrusted to a management called "EDF distribution network" whose mission is to define and conduct the operating, investment and development policies of the assets of the distribution networks concededed to the company, to negotiate and co-sign the concession contracts and their constituents, to ensure the non-discriminatory nature of the
18.2. In the exercise of its mission, EDF distribution network relies in particular on the common service with Gaz de France obligatoryly constituted pursuant to article 5 of Act No. 46-628 of 8 April 1946 referred to above and called "EDF Gaz de France distribution".
As part of EDF, EDF Gaz de France distribution has for missions the realization of construction, development and maintenance work on electricity 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 management of EDF 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 Gaz de France. These directors have delegations of authority to allow them under the conditions they define to independently assume in respect of any activity of electricity production and supply, 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 EDF distribution network, as well as the budget and multi-year investment plan of EDF Gaz de France distribution with respect to the electricity distribution network, are prepared by their respective directors. They are submitted to the President and CEO or to the person he delegates to this end by the EDF distribution network director.
They are arrested by the President and CEO prior to their presentation to the Board of Directors for approval.
The EDF Network Distribution Director shall report 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, prior to the presentation of the latter 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 EDF distribution network and the director of EDF Gaz de France distribution transmit monthly data to the President and CEO or to the person he or she designates to that end the data needed to establish EDF accounts. More generally, they provide it with access to any information necessary to respect and exercise its legislative or regulatory obligations.
18.5. The EDF Network Distribution Director develops a code of 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 Control Board an annual report on the implementation of this code, which is applicable to all distribution activities, including those carried out by EDF Gaz de France distribution as long as they are electrically owned by its activity.
18.6. Subject to the powers vested in the Board of Directors, the President and CEO of EDF shall delegate to the directors of EDF network distribution and EDF Gaz de France distribution, in their respective fields, including the powers in respect of:
(a) Network investments within the limit of EUR 50 million (fifty million euros) 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 section, the Director of EDF Network Distribution and the Director of EDF Gaz de France Distribution shall collect 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.
The provisions of the two 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
Auditors
The audit of the company's accounts shall be exercised, following the approval of the accounts for the fiscal year 2004, by two auditors appointed by the General Assembly for six fiscal years, pursuant to section L. 225-229 of the Commercial Code, and carrying out their duties in accordance with the law.
They shall be convened, pursuant to Article L. 225-238 of the Commercial Code, at all meetings of the Board of Directors that examine or discontinue annual or intermediate accounts, as well as at any meeting of shareholders.
Pursuant to Article L. 225-228 of the Commercial Code, the President and CEO and, where applicable, the Delegate Directors General, if they are directors, shall not participate in the vote of the Board of Directors that proposes the appointment of auditors to the General Assembly, as long as the corporation appeals to savings.
Alternate auditors are appointed to replace the incumbent auditors in the event of refusal, incapacity, resignation or death.
Article 21
General Assembly
1. The General Meetings shall consist of all shareholders whose securities are released from due payments and have been registered on their behalf no later than five days before the date of the meeting, under the following conditions:
Owners of shares to the holder or registered in the name on an account not taken by the corporation shall, in order to have the right to attend, vote by correspondence or to be represented at the General Meetings, file a certificate established by the intermediary content of their account recognizing the unavailability of the securities until the date of the meeting of the General Assembly, at the places indicated in the said convocation, at least five days before the date of the meeting
Owners of registered shares on an account taken by the corporation must, in order to have the right to attend, vote by mail or to be represented at the general assemblies, have their shares registered in their account taken by the corporation at least five days before the date of the meeting of the general assembly.
However, the Board of Directors may shorten or delete these five-day deadlines.
Access to the General Assembly is open to its members on a simple basis for their qualities and identity. 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.
A shareholder may empower his or her spouse or other shareholder to be represented at a general meeting. Owners of titles regularly registered on behalf of an intermediary under the conditions set out in Article L. 228-1 of the Commercial Code may be represented under the conditions provided for in the article by a registered intermediary.
It may also vote by correspondence after certifying its shareholder status, at least five days before the meeting of the Assembly, by the depositary of the certificate(s) of registration or capitalization of its securities. From this certificate, the shareholder cannot choose another mode of participation in the general assembly. The voting form must be received by the corporation no later than three days before the date of the meeting of the meeting.
Credentials and correspondence voting forms, as well as certificates of capitalization of shares, may be established on an electronic basis duly signed under the conditions set out in the applicable legislation and regulations in France.
2. General meetings shall be convened by the board of directors or, if not by the auditors, or by any person authorized to do so. They are gathered at the headquarters or at any other place indicated in the convocation. They may take place by videoconferencing or by means of telecommunications allowing the identification of shareholders and whose nature and conditions of application are determined by sections 145-2 to 145-4 of the decree of March 23, 1967. In this case, the shareholders who participate in the meeting by the said means shall be deemed present in the calculation of the quorum and majority under the legal conditions.
The summons is made at least fifteen days before the date of the assembly. When the assembly was unable to deliberate in the absence of the required quorum, the second meeting and, where applicable, the second extended meeting shall be convened at least six days in advance, in the same form as the first.
3. The agenda of the meeting is on the notice of convocation; he is arrested by the author of the summons.
The Assembly can only deliberate on the items on its agenda.
One or more shareholders representing at least the quotity of the capital provided for by law, or the corporate committee, or any association of shareholders meeting the requirements of the law and acting under the legal conditions and deadlines, have the ability to request the inclusion on the agenda of draft resolutions.
Each assembly shall have a attendance sheet containing the indications prescribed by law.
The meetings are chaired by the President and CEO or, in his absence, by a director delegated to that effect by the Board. Otherwise, the assembly elects its president.
The duties of deputy returning officers are performed by the two members of the assembly, present and accepting these functions, who have by themselves or as agents of the largest number of votes.
The office designates the secretary, who may be chosen outside the shareholders.
The mission of the office is to verify, certify and sign the attendance sheet, to ensure the proper conduct of the proceedings, to resolve the sitting incidents, to monitor the votes cast, to ensure the regularity of the proceedings and to ensure the preparation of the minutes.
Minutes are made and copies or extracts of the proceedings are issued and certified in accordance with the law.
The ordinary general assembly is the one who is called to make any decisions that do not alter the statutes. It shall be convened at least once a year, within six months of the closing of each social exercise, to decide on the accounts of that fiscal year, or, in the event of an extension, within the time limit set by a court decision.
It is validly deliberated, on first convocation, only if the shareholders present or represented, or having voted by correspondence, have at least one quarter of the voting shares. On second convocation, no quorum is required. It shall rule by a majority of the votes available to shareholders present, represented or voting by correspondence.
6. The Extraordinary General Assembly is solely empowered to amend the statutes in all their provisions. However, it cannot increase the shareholders' commitments, subject to transactions resulting from a grouping of shares that are regularly carried out.
Subject to the legal provisions applicable to capital increases made by incorporation of reserves, profits, or emission premiums, it shall only deliberate validly if the shareholders present, represented or voting by correspondence have at least, on first convocation, the third party, and, on second convocation, the quarter of the shares entitled 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 to the date it was convened.
Under the same reservation, it shall rule by a two-thirds majority of the votes of the shareholders present, represented or having voted by correspondence.
Article 22
Right to shareholder communication
Every shareholder has the right to obtain the necessary documents to decide on the management and operation of the corporation under the conditions laid down by law and regulations.
Article 23
Social exercise
The social exercise has a duration of twelve months; it begins on 1 January and ends on 31 December of each year.
Article 24
Annual accounts
The Board of Directors maintains a regular accounting of social transactions and establishes annual accounts in accordance with the laws and uses of trade.
Rule 25
Apportionment of results
The result account that summarizes the revenues and expenses of the fiscal year reveals by difference, after deduction of depreciation and provisions, the benefit or loss of the fiscal year.
For the benefit of the year reduced, if any, prior losses, at least 5% is taken to form the legal reserve fund. This withdrawal ceases to be obligatory when the reserve reaches the tenth of social capital; it resumes its course when, for any reason, the legal reserve descended below that tenth.
The distribuable benefit is constituted by the profit of the fiscal year, diminished of previous losses, as well as amounts to be made on reserve under the law or the statutes, and increased the beneficiary carryover. On this benefit, the General Assembly may collect any amounts that it deems to be relevant to the allocation of any optional reserve funds or to reschedule.
In addition, the General Assembly may decide on the distribution of sums from the reserves of which it has the disposition, expressly indicating the reserve positions on which the levies are made. However, dividends are paid by priority on the distribuable profit of the fiscal year.
In addition to capital reductions, no distribution may be made to shareholders where equity is or will become as a result of capital less than the amount of the increased capital of reserves that the law or statutes do not permit to distribute. The re-evaluation gap is not distributable; it may be incorporated in whole or in part to capital.
The loss, if any, is entered into a special account to be charged on the profits of subsequent periods up to extinction or to be cleared through capital reduction.
Rule 26
Payment of dividends
The terms and conditions for payment of dividends voted by the General Assembly are fixed by the General Assembly or, if not, by the Board of Directors. However, the payment of dividends, in cash, must take place within a maximum period of nine months after the fiscal year is closed, except for an extension by court authorization.
When a balance sheet established during or at the end of the fiscal year and certified by an External Auditor shows that the corporation, since the end of the previous fiscal year, after the establishment of the necessary depreciations and provisions, deducted, if applicable, from previous losses and amounts to be made on reserve under the law or the statutes and in the light of the beneficiary deferral, has realized a benefit, it may be distributed, under the legal conditions The amount of these deposits cannot exceed the amount of the profit thus defined.
Unclaimed dividends within five years of their payment are prescribed.
Rule 27
Contestations
Any disputes that may arise during the course of the company or its liquidation, either between the shareholders and the company, or between the shareholders themselves, about or because of social affairs, are submitted to the competent courts of the place of the head office.
For this purpose, in the event of a dispute, a shareholder must elect a domicile within the purview of the head office, and any summons or service shall be regularly notified to that domicile.
In the absence of an election of domicile, summons or meanings are validly made to the prosecutor's office of the Republic, near the high court of the place of the head office.
Rule 28
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 29
Transitional provisions
1. The first directors of the company are:
(a) As staff representatives and pursuant to section 47 of the above-mentioned Act of 9 August 2004, the members of the board of directors of the public establishment of an industrial and commercial nature Electricity of France elected pursuant to the fourth paragraph (3°) of section 5 of the Act of 26 July 1983 referred to above and according to the date of 19 November 2004;
(b) Representatives of the categories defined in the second and third paragraphs (1° and 2°) of the same section 5 of the Act of 26 July 1983, designated by decree.
2. Prior to the approval of the 2004 financial statements, the first auditors are:
(a) Holder: Deloitte Touche Tohmatsu Audit;
(b) Alternate: Beas company;
(c) Holder: Ernst ' Young Audit;
(d) Alternate: Auditex Company
(e) Holder: Mazars ' Guerard Audit;
(f) Alternate: Caderas Martin firm.
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
