Key Benefits:
The Prime Minister,
On the report of the Minister of Economy, Industry and Employment,
Vu le Trade code ;
Vu la Act No. 83-634 of 13 July 1983 Rights and obligations of civil servants and Act No. 84-16 of 11 January 1984 bringing statutory provisions relating to the public service of the State;
Vu la Act No. 83-675 of 26 July 1983 the democratization of the public sector;
Vu la Act No. 90-568 of 2 July 1990 relating to the organization of the public service of the post and to France Télécom, in its final publication of the Act No. 2010-123 of 9 February 2010 relating to the public enterprise La Poste and posting activities;
Vu le Decree No. 55-733 of 26 May 1955 relating to the economic and financial control of the State, including Article 3;
Vu le Decree No. 83-1160 of 26 December 1983 Implementation Act No. 83-675 of 26 July 1983 the democratization of the public sector;
Vu le Decree No. 96-1022 of 27 November 1996 establishing the Committee on Economic and Social Investments;
Considering the opinion of the National Joint Technical Committee of La Poste of 14 January 2010;
The State Council (section of public works) heard,
Decrete:
La Poste’s initial statutes I of Article 48 of the Act of 2 July 1990 are annexed to this Decree.
Transitional:
― the representatives of the State and the personalities chosen by virtue of their competence appointed by decree to the board of directors of the public operator La Poste at the date of transformation of the public operator in an anonymous society remain in office until the publication of the decrees appointing the directors of the society under the 1st and 2nd of Article 5 of the law of 26 July 1983 and, no later than, within thirty days of the publication of the decree;
- the term of office of directors of the corporation under the 1st and 2nd of Article 5 of the Act of 26 July 1983 referred to in the preceding paragraph is identical to that of directors elected by staff;
― until the publication of the decree appointing the president of the board of directors of the company La Poste, the president of the board of directors of the public operator La Poste according to the date of publication of this decree is the legal representative of the company La Poste. He summons and chairs the board of directors and the general management of the society;
- by derogation from the statutes annexed to this decree and the provisions of articles R. 225-66 et seq. of the Commercial Code, the General Assembly and the Board of Directors of the Anonymous Society La Poste may be convened without conditions of time and formality, within the month following the transformation of La Poste into anonymous society, to make the necessary decisions for its proper functioning.
As long as a corporation of public law other than the State holds a share of the capital of La Poste, the term of office of directors elected to replace directors designated by decree corresponds to that of other directors designated by decree.
The election of the seven staff representatives to the Board of Directors of La Poste shall take place, in accordance with section 12 of the Act of 2 July 1990, under the conditions set out in Chapter II of Title II of the Act of 26 July 1983 and decree of 26 December 1983 referred to abovesubject to the following provisions.
On the date of the election, the staff members, at least sixteen years of age, employed by La Poste or one of its subsidiaries within the meaning of 4 of section 1 of the Act of 26 July 1983 for at least three months and having not been subject to any prohibition, loss or incapacity relating to their civic rights.
The seat reserved pursuant to paragraph 2 of section 16 of the Act of 26 July 1983 is assigned to the list having obtained the most votes in the category constituted:
- on the one hand, by agents belonging to bodies of officials under the framework category, as defined by their particular statutes;
and, on the other hand, by public or private law agents under their contract of that same category.
The lists of candidates must, under section 17, 3, of the Act of 26 July 1983, have collected the signature:
- one or more representative trade union organizations at the national level;
or, on the one hand, elected representatives of the staff, holders and alternates, belonging to the bodies of representation of the civil servants and employees of La Poste, exercising these functions or having exercised them during the previous fiscal year, and on the other hand, representatives of the staff, members of the boards of enterprises or establishments or bodies holding place, holders and substitutes, elected by the electoral body directly authorized to designate the representatives of the employees in the These elected or former elected officials must work within La Poste or in one of its subsidiaries and their number must be equal to at least 10% of the current number of elected representatives in all of these proceedings.
The election of staff representatives to the La Poste Board of Directors may be by electronic vote, under conditions established by the Board of Directors.
The president of the board of directors of La Poste recruits and appoints officials on the jobs of society; it manages staff.
When La Poste conducts competitive examinations to serve in a position of activity, the chair of the board of directors shall, within the applicable regulatory provisions, establish the nature and program of the examinations for the recruitment and promotion of civil servants; it determines the conditions for organizing these contests, as well as the composition and functioning of the jury.
These competitions are open by a decision of the Chair of the Board of Directors who determine the number and, where appropriate, the distribution of the positions to be filled by exchange and specialty.
I. ― In the matters referred to in the first paragraph of Article 5, the Chairman of the Board of Directors of La Poste may delegate all or part of his or her powers, with the exception of revocation decisions, to central officials or decentralized services of La Poste under his or her authority.
Under the conditions that they determine, the decisions made under the first paragraph may provide that delegated powers are subject to successive subdelegations for the benefit of central officials or decentralized services under the authority of subdelegates.
When the consultation of a parity administrative commission is required, the delegate or sub-delegate shall, for advice, take the person who is placed at the higher hierarchical level if he does not have it at his own level.
The President of the Board of Directors of La Poste may delegate his signature, for the exercise of the powers referred to in the first paragraph of section 5 that have not been the subject of a delegation of authority, to the central officials or decentralized services of La Poste under its authority.
As part of the delegation of authority that was granted to them on the basis of the first and second subparagraphs, La Poste officials may delegate their signature to central officials or decentralized services under their authority.
The holder of a delegation of signature cannot subdelegate it.
II. ― Delegation of authority or signature, as well as subdelegations of authority under the second paragraph of the I, shall specify their holder and the powers or acts delegated for signature.
They are published under the conditions provided by the Board of Directors.
III. ― Transformation into an anonymous society shall not affect delegations and subdelegations of powers and signatures in force at La Poste on the date of publication of this decree.
A commissioner of the Government, appointed by an order of the minister in charge of posts, shall be appointed to La Poste.
The Government Commissioner sits on the board of directors with an advisory vote.
He may sit with an advisory voice in any committee and committee established by the Board of Directors and in the advisory bodies existing within La Poste.
It ensures that La Poste's general policy and the Group's orientations are defined by the Board of Directors in accordance with the Government's guidelines and the terms of the contract referred to in theArticle 9 of the Act of 2 July 1990.
To this end, it can:
∙ communicate any document and conduct or conduct any verification;
∙ request the inclusion of any matter on the agenda of an ordinary meeting of the Board;
- to request, in the course of the sitting or in the next ten days, a second deliberation;
– to request a special meeting of the Council on a specific agenda.
In the event of the absence or incapacity of the Commissioner of Government, his or her powers shall be exercised by an alternate appointed by the Minister responsible for posts.
The Post Office and its subsidiaries shall communicate to the Minister responsible for the positions any proposed assignment or contribution of a property to their own, together with the draft agreement with the assignee or recipient of the contribution.
The Minister responsible for posts may, within one month of the date of receipt of the project, notify La Poste of its opposition to the operation or its decision to subordinate it on special conditions, in order to ensure the proper implementation of the obligations referred to inArticle 23 of the Act of 2 July 1990. The Minister's decision is motivated.
The subsidiaries held directly or indirectly by La Poste which are subject to the economic and financial control of the State on the date of publication of this decree and which meet the conditions set out in thearticle 3 of the decree of 26 May 1955 referred to above continue to rise from this control.
The provisions of the preceding paragraph may be amended in the forms provided for in Article 3 of the Decree of 26 May 1955.
In the annex to the above-mentioned decree of November 27, 1996, the words "La Poste" are deleted.
The Post is exempted until December 31, 2011 from the requirement to register its secondary establishments provided for in first paragraph of Article R. 123-63 of the Commercial Code. Until that date, INSEEE continues to issue directly to La Poste, at its request, the SIRET numbers required for the management of its institutions in the manner best suited to its needs.
The Decree No. 90-1111 of 12 December 1990 bearing the status of La Poste is repealed, subject to the provisions of 1° and 2° of Article 24, the repeal of which is carried forward to 1 June 2010.
The Minister of Economy, Industry and Employment, the Minister of Budget, Public Accounts, Public Service and State Reform, the Minister of Rural Space and Land Management, and the Minister to the Minister of Economy, Industry and Employment, responsible for the industry, are responsible, each with respect to it, for the execution of this Official Journal of the French Republic.
A N N E X E
Post office.
Anonymous company with social capital of €1,000 million.
Headquarters : 44, boulevard de Vaugirard, 75015 Paris.
STATUTS
PART I
FORME ― SIÈGE ― DURÉE
Article 1
Form
The Post is an anonymous company governed by the legal and regulatory provisions applicable to anonymous companies, including the Trade codeto the extent that it is not derogated from it by specific provisions, such as Act No. 83-675 of 26 July 1983 democratization of the public sector or Act No. 90-568 of 2 July 1990 relating to the organization of the public service of the post and to France Télécom, and these statutes.
Article 2
Subject
The Corporation fulfills public service and public interest missions and carries out other activities under the conditions defined by the Act of 2 July 1990 and by the texts that govern each of its areas of activity.
Public service and public interest missions are:
– Universal postal service;
- the contribution, through its network of points of contact, to the development and development of the territory;
– the transport and distribution of the press;
― bank accessibility, under the conditions provided by the Articles L. 221-2 and L. 518-25-1 of the Monetary and Financial Code.
The Corporation shall, in accordance with the rules of common law, carry out any other activity for the collection, sorting, transportation and distribution of postal mail, mail in all its forms, objects and goods.
The Corporation is empowered to carry out, in France and abroad, its own and through subsidiaries or participations, any activities that relate directly or indirectly to its duties and activities as defined by law, as well as any other activity provided for by its statutes.
This includes the participation, by any means, of any operation or activities of any kind that may be connected to any of the aforementioned objects, or of any kind to ensure the development of the social heritage, by way of creation of new companies or undertakings, of contribution, of subscription or of purchase of securities or of social rights, of interest or of participation, in any form,
Article 3
Name
The Society has as its name "POSTE".
Article 4
Headquarters
The head office is set 44, boulevard de Vaugirard, 75015 Paris.
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 duration of the Corporation shall be ninety-nine years from the date of its creation, except for the early dissolution or extension decided by the Extraordinary General Meeting of Shareholders.
PART II
SOCIAL CAPITAL ― ACTIONS
Article 6
Social capital
The social capital is set at one billion (1,000 000) of euros and is divided into five hundred million (500,000) of shares of two (2) euros each of nominal value, fully released.
During the creation of the Society, social capital is wholly owned by the State.
Article 7
Capital changes
Social capital may be increased, reduced or amortized under the conditions prescribed by law.
In accordance with the provisions of Article 1-2 of the Act of 2 July 1990 referred to above, social capital is held by the State, a majority shareholder, and by other legal persons of public law, with the exception of the share of the capital that may be held under the shareholding of personnel under the conditions provided for by the same law.
Article 8
Release of shares
In the event of an increase in capital, the shares of cash must be released under the conditions provided for by law during their subscription.
Subject to the legal provisions applicable in the event of the issuance of new shares reserved for employees or beneficiaries referred to in section 32-3 of the Act of 2 July 1990 referred to above, the release of the surplus occurs in one or more times upon a decision of the board of directors within a maximum of five years, beginning on 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 right, productive of interest at the legal rate, from the due date, without prejudice to the other remedies and penalties provided by law, the Corporation may, inter alia, sell the securities not released from the scheduled payments.
Article 9
Form of shares
The shares issued by the Corporation are necessarily nominal. They give rise to registration on behalf of their owner under the conditions and in the manner prescribed by applicable laws and regulations.
The ownership of the shares results from their registration on behalf of the holder(s) on accounts and records maintained by the Corporation. At the request of any shareholder, a certificate of registration will be issued by the Corporation.
Article 10
Cession and transmission of shares
The actions are freely negotiable subject to the applicable legal and regulatory provisions and in particular Article 1-2 of the Act of 2 July 1990 referred to above. The transfer of ownership of the shares results from their registration to the account of the assignee under applicable legal and regulatory conditions.
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 legal and statutory conditions. The ownership of an action takes full right to accede to the statutes and decisions of the General Assembly.
The shareholders only bear the losses to their contributions.
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 with respect 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.
PART III
ADMINISTRATION OF THE SOCIETY
Article 13
Board of Directors
The Corporation is administered by a board of directors composed in accordance with the provisions of the Act of 26 July 1983 referred to above.
However, by derogation from section 5 of this Act, the board of directors is composed of 21 members, the representatives of each of the categories defined in 1°, 2° and 3° of that section being seven. A representative of the communes and their groupings and a representative of La Poste users are among the personalities chosen because of their competence.
In addition, by derogation from Article 5 of the Act of 26 July 1983 referred to above and to the above provisions, provided that a corporation of public law other than the State holds a share of the capital of the Corporation, its board of directors is composed as follows:
for a third party, representatives of employees elected under the conditions provided for in Chapter II of Title II of Law No. 83-675 of 26 July 1983 ;
– for two thirds, a representative of the communes and their groupings and a representative of the users appointed by decree and representatives appointed by the general meeting of shareholders in order to assure them a representation reflecting their capital detention and allowing them to hold together the majority of voting rights in the board of directors.
The term of office of the board members is five years. The term of all of the Corporation's directors' mandates coincides with that of staff representatives' directors on the Board of Directors.
The terms of reference of staff representatives to the board of directors, which are currently under way on the date of the transformation of La Poste into society, are not affected by this transformation and are short to its five-year term, subject to the anticipated termination cases provided by law.
By derogation from the five-year term, the term of office of the first directors of the Corporation appointed by decree, as well as the term of office of any director elected by the general meeting of shareholders in replacement of a director appointed by decree or vice versa, shall expire on the same date as that of the directors representing staff to the board of directors.
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.
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 Act of 26 July 1983 referred to above. The General Assembly shall determine the amount of the tokens allocated, if any, to the other directors.
The costs incurred by directors for the performance of their terms of office are reimbursed by the Corporation on supporting documentation.
Staff representatives receive an hour credit equal to half of the legal duration of the work.
Each director appointed by the General Assembly is revocable by the General Assembly.
In the event of a vacancy by death or resignation of one or more seats of directors elected by the General Assembly, the Board of Directors may, between two General Meetings, make provisional appointments. These appointments are subject to ratification of the next ordinary general assembly. In the absence of ratification, the deliberations taken and the actions made earlier by the Council remain valid.
The board of directors may appoint, on the proposal of its president, a maximum of three censors selected from or outside the shareholders, natural or legal persons. The duration of their duties shall be determined by the Board of Directors without the expiration of five years or the expiration of the term of office of the directors upon appointment. Censors are always eligible. The board of directors may, at any time, terminate their mandate. In the event of death, resignation or termination of office of a censor for any other reason, the Board of Directors may make its replacement for the remainder of its duties.
Censors are required to attend meetings of the Board of Directors as observers and may be consulted by the Board or its Chair. The censor functions are not paid. However, the board of directors may authorize the reimbursement of expenses incurred by censors in the interest of the Corporation.
At the initiative of the chair of the board of directors, the board of directors may, if it considers it necessary and according to the agenda, invite members of the company or personalities outside the company to attend meetings of the board of directors without a deliberate vote.
Persons who are required to attend the Board of Directors' deliberations are held in the same discretionary obligations as directors.
Article 14
Chairman of the Board of Directors ―
Direction générale
The President of the Board of Directors of the Corporation shall be appointed by decree, from 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. They can be renewed in the same forms. It may be terminated under the conditions set out in section 10 of the Act of 26 July 1983 referred to above.
The President of the Board of Directors also acts as Director General of the Corporation. He is a President and CEO.
The Board of Directors may, on the proposal of the President and CEO, appoint one or more natural persons to assist him with the title of Associate Director General. The maximum number of delegates is five. The Board of Directors determines the duration of the mandate, the remuneration and the possible limitations of authority 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.
Article 15
Council deliberations
The Board of Directors meets as often as the Corporation's interest requires, upon the convocation of its President, in accordance with the legal and regulatory provisions. At least one third of its members may, indicating the agenda, convene the board of directors, in accordance with section 8 of the Act of 26 July 1983, 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 may, under applicable legal and regulatory conditions and in accordance with the rules of procedure, be held by means of videoconferencing or telecommunications.
The summons must be made at least five days in advance by letter, telegram, fax or e-mail. She mentions the agenda. However, it can be done without delay and by any means in the event of an emergency.
The meetings of the Board of Directors are chaired by the President and CEO or, if not, by the senior administrators present representatives of the State.
The board is only validly deliberated if at least half of its members are present. The rules of procedure may provide that directors who participate in the meeting by means of videoconferencing or telecommunications in the applicable legal and regulatory conditions are deemed to be present for the calculation of quorum and majority.
Decisions are made by a majority of members present or represented. In the event of a division, the chair of the meeting shall prevail.
A presence register is maintained, which is signed by the directors present at the board of directors. This register also mentions the names of the directors participating in the session by means of videoconferencing or telecommunications. 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, the managing director temporarily in the functions of President, the managing directors, if appointed or an authorized authority to do so.
Article 16
Powers of the Board of Directors
Without prejudice to the provisions of section 7 of the Act of 26 July 1983, the Board of Directors determines the direction of the Corporation's activity and ensures their implementation. Subject to the powers expressly assigned to shareholder assemblies and within the limits of the social object, he shall take up any matter of interest to the good march of the Society and shall rule by its deliberations the cases concerning it.
The Board of Directors shall establish specialized advisory committees, subject to the conditions set out in theArticle R. 225-29 of the Commercial Code.
The Board of Directors sets out the composition and powers of these committees to report on the performance of their duties. The rules of procedure specify the functions of the committees and their modalities of operation.
The bonds, endorsements and guarantees granted by the Corporation shall be authorized by the Board of Directors under the applicable legal and regulatory conditions.
The board of directors may confer on one or more of its members or third parties, shareholders or not, any special warrants for one or more specified objects.
Article 17
Powers of the President and CEO
and Executive Directors of the Corporation
The President and CEO organizes and directs the work of the Council, which he reports to the General Assembly, and executes his decisions. It ensures the proper functioning of the Corporation's organs and in particular ensures that directors are able to carry out their duties.
Subject to the powers that the law expressly assigns 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. He has the power to partially substitute in his powers as many agents as he advises. In respect of third parties, delegated directors general have the same powers.
Article 18
Agreements between the Corporation
and its directors and shareholders
Any agreement that intervenes directly or by person interposed between the Corporation and its President and CEO, or, where applicable, one of its Delegate Directors General, one of its Directors, one of its shareholders 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 theArticle 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 these persons is indirectly interested and agreements between the Corporation and a company, whether the President and CEO or, where applicable, one of the Directors General Delegates, or one of the Directors of the Corporation is the owner, indefinitely responsible partner, manager, administrator, member of the Supervisory Board or, in general, manager of that undertaking.
The interested party is required to inform the board as soon as it is aware of a convention subject to authorization. He cannot vote on the requested authorization. Any agreement directly or indirectly between the Corporation and the State shall be subject to the prior approval of the council according to the conditions set out in this article and the directors representing the State shall not be able to take part in the vote.
The President and Chief Executive Officer shall give notice to the auditors of all the authorized conventions referred to above and submit them to the General Assembly for approval. The auditors present, on these conventions, a special report to the assembly that decides on this report. The person concerned cannot take part in the vote and his actions are not taken into account in calculating the quorum and majority.
The provisions of the four subparagraphs above shall not apply to conventions relating to routine and normal operations. Nor are the provisions of the two paragraphs above applicable to the conventions entered into with the State referred to in Articles 6 and 9 of the Act of 2 July 1990 referred to above, in accordance with Article 1-2-II of that Act.
Unless the contract is null and void, it is prohibited for directors of the Corporation other than legal persons to make borrowings from the Corporation in any form, to be granted by it a discovery in current account or otherwise, as well as to enforce or endorse their commitments to third parties. The same prohibition applies to the President and Chief Executive Officer and, where applicable, to the Chief Executives and permanent representatives of the directors. It also applies to spouses, ascendants, descendants of such persons and to any interposed person.
Article 19
Auditors
Audit control is exercised by at least two auditors appointed and carrying out their duties in accordance with the law. They are summoned, according to theArticle L. 823-17 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.
Alternate auditors are appointed to replace the incumbent auditors in the event of refusal, incapacity, resignation or death.
Rule 20
General Assembly
The decisions of the shareholders are taken in assemblies. Every shareholder has the right to attend the general assemblies, to participate in the deliberations on the simple justification of his identity and ownership of his shares, under the applicable legal and regulatory conditions.
Any shareholder may empower his or her spouse or other shareholder to be represented at a general meeting. It may also vote by correspondence under the conditions provided for by law. The voting form must be received by the Corporation no later than three days before the date of the meeting.
Credentials and correspondence forms may be established on an electronic basis duly signed in accordance with the applicable legal and regulatory provisions.
The General Meetings shall be convened by the Board of Directors or, failing that, by the Auditors, or by any person authorized to do so, under the conditions prescribed by the applicable laws and regulations. They are gathered at the headquarters or at any other place indicated in the convocation.
They may take place by means of videoconferencing or telecommunications allowing the identification of shareholders under the conditions provided for by the applicable legal and regulatory provisions. In this case, are deemed to be present for the calculation of the quorum and majority shareholders participating in the meeting using these means.
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.
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 issues on the agenda.
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, consisting of the president and the two deputy returning officers, 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-fifth 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.
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 provisions of the law, it shall only deliberate validly if the shareholders present, represented or having voted by correspondence possess at least, on first convocation, a quarter and, on second convocation, the fifth 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 21
Right to shareholder communication
Documents whose shareholders have the right to obtain communication and the conditions of their consignment or disposition are determined by law.
PART IV
SOCIAL EXERCISE ― ACCOUNT ― DETERMINATION
AND ASSESSMENT OF RESULTS
Article 22
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 23
Accounts
The accounts of the fiscal year are determined by the Board of Directors and approved by the General Assembly in accordance with the laws in force.
Article 24
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 reduction, no distribution may be made to shareholders where capital is or will become below 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 25
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 cash dividends must be made within a maximum period of nine months after the end of the fiscal year, except for an extension by court authorization.
The ordinary general assembly has the power to grant to each shareholder, for all or part of the dividend distributed, an option between the payment in cash, in new shares of the Corporation or by the handover of property in kind, such as securities held in portfolio by the Corporation, under legal conditions.
When a balance sheet established during or at the end of the fiscal year and certified by an External Auditor indicates that the Corporation, since the end of the previous fiscal year, after the establishment of the necessary depreciations and provisions, deducted if there are any prior losses as well as amounts to be made in reserve under the law or the statutes and taking into account the beneficial carry-over, it may be distributed before the approval of the dividends. The amount of the deposits cannot exceed the amount of the profit thus defined.
Unclaimed dividends within five years of their payment are prescribed.
Rule 26
Contestations
Any disputes that may arise during the course of the Corporation or its liquidation, either between the shareholders and the Corporation, or between the shareholders themselves, about or because of social affairs, are subject to the jurisdiction of 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 27
Transitional provisions
1. The first directors of the Corporation are:
(a) As staff representatives and pursuant to section 48-III of the Act of 2 July 1990 referred to above, the members of the board of directors of the public operator La Poste elected pursuant to the fourth paragraph (3°) of section 5 of the Act of 26 July 1983 referred to above and on the date of 31 December 2009, which remain in office until the end of their term;
(b) As 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, if new designations have not taken place and as long as these designations have not taken effect, the members of the board of directors of the public operator La Poste designated by decree in this capacity and according to the date of publication in the Official Journal of the decree setting the present statutes.
2. Pursuant to the provisions of section 48-IV of the above-mentioned Act of 2 July 1990, the first auditors of the Corporation are:
KPMG.
Mazars.
Done in Paris, February 26, 2010.
François Fillon
By the Prime Minister:
Minister of Economy,
industry and employment,
Christine Lagarde
Minister of Budget, Public Accounts,
Civil Service
and state reform,
Eric Woerth
Minister of Rural Space
and landscaping,
Michel Mercier
Minister to the Minister of Economy,
industry and employment,
responsible for the industry,
Christian Estrosi
