French Commercial code
In forceI.-With a view to identifying the owners of bearer securities, the Articles of Association may provide that the issuing company or a third party designated by it is entitled to request, at any time and against payment to be made by it, that information concerning the owners of its shares and securities conferring immediate or future voting rights at its own shareholders' meetings be sent to the company.
The request for the information referred to in the first paragraph of this I may be made by a third party appointed by the issuing company to collect the information and forward it to it.
This request may be addressed to the following intermediaries:
1° A central depositary;
2° The intermediaries mentioned in 2° to 7° of Article L. 542-1 of the Monetary and Financial Code;
3° Intermediaries registered under the conditions set out in Article L. 228-1 of this code;
4° Any other person established outside France who provides share administration or custody services or securities account management services on behalf of owners of securities or other intermediaries.
In companies whose shares are admitted to trading on a regulated market established or operating in a Member State of the European Union, the options provided for in the first two paragraphs of this I are de jure, any clause in the articles of association to the contrary being deemed unwritten.
II.-Any intermediary referred to in 1° to 4° of I that receives a request for information as provided for in the first paragraph of I shall forward the information requested, concerning the owners of securities and intermediaries registered in its books, to the person designated for this purpose in the request. It shall also forward the request for information to the intermediaries registered in its books, unless the issuing company or the third party designated by it at the time of the request expressly objects.
Any intermediary referred to in 1° to 4° of said I shall, at its request, forward to the issuing company or to the third party designated by the latter, the details of intermediaries registered in its books who hold shares or securities conferring immediate or future voting rights at meetings of shareholders of the issuing company.
III.-The deadlines for transmitting requests for information and for communicating responses to such requests, as well as the list of information mentioned in I and II, are set by decree in the Conseil d'Etat.
Where these deadlines are not met or where the information provided is incomplete or erroneous, the issuing company or the third party designated by the latter may request that the obligation to provide information be fulfilled, subject to a fine, from the president of the court ruling in summary proceedings.
IV.-Unless otherwise stipulated in the contract of issue and notwithstanding the silence of the articles of association, any legal entity issuing bonds or negotiable debt securities other than legal entities governed by public law may request the identification of the holders of these securities in accordance with the terms and conditions set out in I to III.
V.- Any charges applied in respect of the services mentioned in this article shall be non-discriminatory and proportionate to the costs incurred in providing these services. Any difference in charges resulting from the cross-border nature of the service shall be allowed only if it is explained and corresponds to the difference in costs incurred in providing the service. The charges shall be published separately for each service mentioned in this article, under conditions laid down by decree in the Conseil d'Etat.
VI.-Information obtained pursuant to this article may not be transferred, even free of charge. Any breach of this provision is punishable by the penalties set out in article 226-13 of the Penal Code.
