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Table summarising authorisations in force granted by the Annual General Meeting of Shareholders to the Board of Directors to effect capital increases and use made of such authorisations during the
year (information required by Order no. 2004-604 of 24 June 2004 reforming the system applicable to negotiable securities):
AGM date/ Resolution
Purpose of grants of authority
to the Board of Directors Duration, ceilings, limitations
Use made of grants during 2008
AGM of 17/05/2006 25th resolution
Grant options to purchase and/or to subscribe for Company shares to employees and corporate officers
Ceiling:
options granted shall give access to no more than
2% of the Company’s existing share capital. Valid for a term of 38 months.
Three stock option plans were created: on 6/10/2006 on 17/07/2007 on 16/07/2008
(see Note 7.6 to the Financial Statements) AGM of 21/05/2008
18th resolution
Capital increase by issuance of ordinary shares and/or any other negotiable securities giving immediate and/ or future access to the share capital, with pre-emptive subscription right retained, with the authority to further delegate as provided by law
Ceilings:
the total nominal amount of capital increases shall
not exceed €2.5 billion or the equivalent value thereof;
the total nominal amount of debt securities granting
rights to the share capital shall not exceed €5 billion or the equivalent value thereof.
Valid for a term of 26 months.
Issue of 556,585,624 new shares with a par value of €3 each on 7 July 2008*
AGM of 21/05/2008 19th resolution
Capital increase by issuance of ordinary shares and/or any other negotiable securities giving immediate and/ or future access to the share capital, with pre-emptive subscription right waived, with the authority to further delegate as provided by law
Ceilings:
the total nominal amount of capital increases may
not exceed:
€1 billion or the equivalent thereof in the event of
an issue with a priority subscription period; €500 million or the equivalent thereof in the event
of an issue without a priority subscription period; the total nominal amount of debt securities that
may be issued shall not exceed €5 billion or the equivalent value thereof;
all such issues must be covered by the unused
portion of the ceilings set out in the 18th resolution.
Valid for a term of 26 months.
None
AGM of 21/05/2008 20th resolution
Increase the number of shares to be issued for each share issue
Ceiling:
15% of the initial issue, at the same price;
this ceiling counts towards the total maximum limits
as defined by the 18th and 19th resolutions.
Valid for a term of 26 months.
None
AGM of 21/05/2008 21st resolution
Issue equity securities and other securities granting rights to the share capital in consideration for
Ceiling:
10% of the share capital;
AGM date/ Resolution
Purpose of grants of authority
to the Board of Directors Duration, ceilings, limitations
Use made of grants during 2008 AGM of 21/05/2008
22nd resolution
Determine the issue price of ordinary shares or any other securities granting rights to the share capital, in the event the preferential subscription rights are waived
Ceiling:
5% of the share capital per year.
None
AGM of 21/05/2008 23rd resolution
Capital increase by incorporating reserves, profits, share premiums or other items, with the authority to further delegate as provided by law
Ceiling:
€3 billion, independent from the total maximum
amount set forth in the 18th and 19th resolutions.
Valid for a term of 26 months.
None
AGM of 21/05/2008 24th resolution
Share offerings for employees of the Crédit Agricole Group who are members of a company employee share ownership scheme, with the authority to further delegate as provided by law
Ceiling:
nominal value: €150 million.
Valid for a term of 26 months.
None
AGM of 21/05/2008 25th resolution
Share offerings for employees of Crédit Agricole International Employees,
with the authority to further delegate as provided by law
Ceiling:
nominal value: €40 million.
Valid for a term of 18 months.
None
AGM of 21/05/2008 26th resolution
Share offerings for employees of the Crédit Agricole Group who are members of a company share savings scheme in the United States,
with the authority to further delegate as provided by law
Ceiling:
nominal value: €40 million.
Valid for a term of 26 months.
PURCHASE BY THE COMPANY OF ITS OWN SHARES
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Under the 17th resolution adopted at the Combined General Meeting of 21 May 2008, the shareholders of Crédit Agricole S.A. authorised the Board of Directors to trade in Crédit Agricole S.A. shares, pursuant to articles L. 225-209 et seq. of the Code de commerce and of European Commission Regulation 2273/2003 of 22 December 2003.
Seventeenth Resolution: Grant of
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authority to the Board of Directors to
trade in the Company’s shares
Having heard the Board of Directors’ management report, and voting in accordance with the quorum and majority requirements to transact ordinary business, the shareholders authorise the Board of Directors, with the right to further delegate this authority under the conditions provided by law, to trade in the company’s own shares in accordance with provisions of Articles L. 225-209 et seq. of the Code de commerce and European Commission Regulation 2273/2003 of 22 December 2003.
This authority, which replaces the authority granted at the Ordinary General Meeting of 23 May 2007, is valid until renewed at a future ordinary general meeting and, in any event, for a maximum period of eighteen (18) months from the date of this meeting.
Share purchases made by the Board of Directors pursuant to this authority may under no circumstances result in the company holding more than ten percent (10%) of its share capital. However, the number of shares purchased by the company for the purpose of holding the shares purchased with a view subsequently to exchanging them or using them to pay for a potential merger, spin-off or asset transfer shall not exceed 5% of the company’s share capital.
Under the share buyback programme established by the company, shares may be traded on one or more occasions and by all and any means, including on the market, over the counter or by way of derivatives traded on organised markets or over the counter (such as call and put options or any combination thereof), as provided for by the appropriate market authorities and at such times as the
The total cost of all such share purchases made during the term of this authority may not exceed three (3) billion euros. The purchase price may not be more than 35 euros. However, the shares may be allotted for no consideration in accordance with the provisions of the law.
This authority is designed to allow the company to trade in its own shares either on the market or over the counter for any purpose permitted by applicable laws or regulations. The company may use this authorisation for the following purposes:
1. to allot stock options to some or all employees and/or officers and directors serving in an executive capacity within the company and companies or groups affiliated to it now or in the future, as defined by article L. 225-180 of the Code de commerce;
2. to allot shares in the company to the employees referred to in the above paragraph as part of an employee profit-sharing or share ownership plan and in connection with the transactions covered by articles L. 225-197-1 to L. 225-197-3 of the Code de commerce;
3. to hold the shares purchased with a view subsequently to exchanging them or using them to pay for a potential acquisition;
4. to ensure coverage of securities giving access to the company’s share capital;
5. to ensure that liquidity is provided for the shares on the equity market by an investment services provider under a contract that complies with the AFEI (French Association for Investment Firms) Code of Conduct;
6. to retire the purchased shares, subject to adoption of the 29th resolution.
The Board of Directors may trade in the company’s shares pursuant to this authority at any time during the term of the share buyback programme.
The company may also use the authority under this resolution and continue to implement its share buyback programme as provided by law, and in particular by the provisions of articles 231-1 et seq.