French Monetary and Financial Code
In forceI. - Where the securitisation company is incorporated as a société anonyme, notwithstanding Titles II and III of Book II of the French Commercial Code :
1° The ordinary general meeting may be held without a quorum being required; the same applies, on second call, to the extraordinary general meeting;
2° The same natural person may simultaneously hold five offices as managing director, member of the management board or sole managing director of a securitisation company. The offices of managing director, member of the management board or sole managing director held within a securitisation company are not taken into account for the purposes of the cumulative holding rules set out in Book II of the Commercial Code;
3° The offices of permanent representative of a legal entity on the board of directors or supervisory board of a securitisation company are not taken into account for the application of the provisions of Articles L. 225-21, L. 225-77 and L. 225-94-1 of the French Commercial Code;
4° The board of directors or the management board appoints the securitisation company's statutory auditor. The appointment of an alternate auditor is not required. The statutory auditor reports to the management of the securitisation company and to the Autorité des marchés financiers any irregularities or inaccuracies which it identifies in the performance of its duties;
5° The Extraordinary General Meeting which decides on the conversion, merger or demerger empowers the Board of Directors or the Management Board to value the assets and determine the exchange ratio on a date which it shall determine. These operations are carried out under the supervision of the statutory auditor without the need to appoint a merger auditor. The General Meeting need not approve the accounts if they are certified by the auditor;
6° The minimum amount of share capital is equal to that set by article L. 224-2 of the Commercial Code.
II. - Book VI and articles L. 224-1 and L. 225-4 to L. 225-7, the third and fourth paragraphs of article L. 225-8 and articles L. 225-9, L. 225-10, L. 225-13, L. 225-25, L. 225-26, L. 225-258 to L. 225-270 and L. 228-39 of the French Commercial Code do not apply to securitisation companies.
