French Insurance Code
In forceI.-At least one General Meeting is held each year in accordance with the provisions of the Articles of Association. At this meeting, the Board of Directors shall present the balance sheet, income statement and notes to the accounts for the past financial year.
The General Meeting may also be convened at any time by the Board of Directors.
II.-1° Notice of the General Meeting must be given by registered letter sent to the companies affiliated by agreement, at least fifteen days before the date set for the meeting of the General Meeting, mentioning the agenda; the General Meeting may only deliberate on the matters appearing on this agenda.
2° The agenda shall include the proposals of the Board of Directors and those communicated to it by any company affiliated by agreement at least twenty days before the General Meeting.
III -Any undertaking affiliated by agreement may, in the fifteen days preceding the meeting of a General Meeting, obtain from the registered office, by itself or through a proxy, the balance sheet, profit and loss account and notes to the accounts of the mutual insurance group company which will be presented to the General Meeting, as well as all the documents which must be communicated to the meeting, including the balance sheet, the technical and non-technical profit and loss account and the notes to the accounts of each of the undertakings affiliated by agreement to the mutual insurance group company.
IV - The General Meeting shall deliberate validly if at least half of the total number of affiliated undertakings by agreement are present or represented. Failing this, a new meeting shall be convened in the form and within the time limits prescribed by the Articles of Association; this meeting shall deliberate validly regardless of the number of members present or represented.
V.-The General Meeting, provided that it deliberates by a majority of at least two-thirds, in number and votes, of the companies affiliated by agreement, may amend the Articles of Association in all their provisions with the exception of the nationality of the company; it may, under the same conditions, authorise the merger of the company with another mutual insurance group company.
VI - The provisions of Articles R. 322-67 to R. 322-70 apply to sociétés de groupe d'assurance mutuelle.
The provisions of article R. 322-68 relating to member-policyholders apply to undertakings affiliated by agreement, the right of recusal provided for in the second paragraph being open to such undertakings provided that they represent, in number or votes, one tenth of the total.
VII - In the case provided for in article R. 322-76, the General Meeting deliberates in accordance with the conditions set out in section V.
VIII -Any decision to borrow must be authorised by the general meeting deliberating under the conditions set out in V and be the subject of a special resolution, the content of which is first submitted to the Autorité de contrôle prudentiel et de résolution for approval. The Autorité will take its decision, taking care to safeguard the interests of policyholders of companies affiliated under the agreement, on the basis of a file containing a detailed presentation of the objectives pursued, the consequences of the loan on the financial situation of the company and affiliated companies, and, where applicable, a precise description of the cases of early repayment.
On expiry of a period of two months from the date of submission of the text of the resolution and the file mentioned above, and in the absence of an express decision by the AMF, the authorisation is deemed to have been granted. If an express decision is taken, it is communicated to the General Meeting.
IX - The provisions of Article R. 322-54-3 are applicable to sociétés de groupe d'assurance mutuelle.
