The world's local bank Annual Report and Accounts CCF - HSBC

CCF
Annual General Meeting of 12 May 2004 – Resolutions adopted (continued)
The capital increase arising from such operations
may not exceed an aggregate sum of ten million euros.
The shareholders hereby expressly renounce their
pre-emption rights over the new shares to be allotted
to members of the Company’s employee share ownership
plan.
This authority is valid for a period of two years
with effect from the date of this meeting.
The shareholders hereby grant the Board of
Directors fullest powers to determine all the terms and
conditions of such new share issues and notably the
price of the shares, to officially record the increase
or increases in share capital made pursuant to this
authority, to alter the Articles of Association accordingly
and, more generally, to do all things necessary.
Sixteenth resolution
Having heard and considered the report of the Board
of Directors and voting under the quorum and majority
conditions required to transact special business,
the shareholders hereby resolve to amend articles 12,
14 and 18 of the company’s Articles of Association,
as follows, to bring them into line with the French
Financial Security Act passed on 1 August 2003:
Article 12 – Officers of the company
The second paragraph is amended as follows:
“The Chairman organises and manages the work
of the Board of Directors, and reports thereon to the
shareholders. He is responsible for ensuring that the
company’s governing bodies function correctly and,
more particularly, that the Directors are capable of fulfilling
their duties.”
Article 14 – Powers of the board of Directors
The third paragraph is amended as follows:
“The Board of Directors undertakes all the controls
and verifications it deems necessary. The
Chairman or Managing Director of the company shall
provide the Directors with all the documents and information
they require to fulfil their duties.”
Article 18 – Regulated agreements
The first paragraph is amended as follows:
“Any agreement entered into either directly or via
an intermediary between the Company and the
Managing Director, one of the Deputy Managing
Directors, one of the Directors or one of the shareholders
owning more than 10% of the voting rights,
or, in the case of a corporate shareholder, the company
which controls it within the meaning of Article L. 233-3
of the Code de Commerce, must be submitted for prior
approval by the Board of Directors.”
Seventeenth resolution
The shareholders hereby confer full powers on the
bearer of an original, copy or abstract of the minutes
of this meeting for the purpose of completing any formalities
required by law.
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