Subsection 4: Loans, profit participation certificates and mutualist certificates.

I. - Any issue of bonds, participating securities or subordinated securities under the conditions and within the limits provided for in article L. 322-2-1 and any issue of mutualist certificates under the conditions provided for in article L. 322-26-8 must be authorised by the general meeting deliberating as described in article R. 322-63 and be the subject of a special resolution, the content of which is submitted in advance for the approval of the Autorité de contrôle prudentiel et de résolution. This decision is based on a file containing a detailed presentation of the objectives pursued, the characteristics of the securities issued, the consequences of the issue on the financial situation of the company concerned and, where applicable, a precise description of the cases of early redemption, while ensuring that the interests of policyholders are safeguarded.

At the end 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.

The resolution of the General Meeting referred to in the first paragraph sets out the main features of the issue of the securities referred to in Articles L. 322-2-1 and L. 322-26-8, in particular the maximum amount of the issue and the currency or currencies in which the issue is denominated, the terms of redemption, the amount of issue costs and, for the securities referred to in article L. 322-2-1, the minimum and, where applicable, maximum term of the loan, the maximum remuneration likely to be paid by the company in respect of the loan.

In the case of profit participation certificates, the resolution also sets the basis of assessment for the variable portion of the remuneration. In the case of subordinated securities, the resolution must specify the subordination clause and the terms of redemption, particularly in the event of the company being wound up.

The issue must be carried out on one or more occasions within fifteen months of the adoption of the resolution by the General Meeting of members. This period may be extended to twenty-four months for mutualist certificates.

The Board of Directors or the Management Board shall report to the next General Meeting on the implementation of the resolution.

II. - The provisions of sections III and IIIa of chapter V of decree no. 67-236 of 23 March 1967, with the exception of those relating exclusively to commercial companies, are applicable to issues made under the conditions set out in article L. 322-2-1.