Subsection 2: Provisions relating to securities giving access to the capital.

The company called upon to allot the equity securities or securities giving access thereto must take the measures necessary to protect the interests of the holders of the rights thus created if it decides to issue, in any form whatsoever, new equity securities with preferential subscription rights reserved for its shareholders, to distribute reserves, in cash or in kind, and share premiums or to change the allocation of its profits by creating preference shares.

To this end, it must:

1° Either put the holders of these rights in a position to exercise them, if the period provided for in the contract of issue has not yet begun, so that they can immediately participate in or benefit from the transactions mentioned in the first paragraph;

2° Or take the measures that will enable them, if they exercise their rights at a later date, to subscribe for the new securities issued on an irreducible basis, or to obtain an allotment thereof free of charge, or to receive cash or assets similar to those distributed, in the same quantities or proportions and on the same terms, except as regards entitlement to dividends, as if they had been shareholders at the time of these transactions ;

3° Or adjust the subscription conditions, conversion bases, terms of exchange or allotment initially provided for so as to take account of the impact of the transactions referred to in the first paragraph.

Unless otherwise stipulated in the issue contract, the company may simultaneously take the measures provided for in 1° and 2°. In all cases, it may replace them with the adjustment authorised in 3°. This adjustment is organised by the contract of issue when the equity securities are not admitted to trading on a regulated market.

The issue contract may provide for additional protective measures for all holders of securities giving access to equity securities.

Where there are securities giving access to the capital, the company called upon to issue these equity securities must proceed, when it acquires its own shares under the conditions provided for in articles L. 225-207, L. 225-208 or L. 225-209, and if the acquisition price is higher than the stock market price, to an adjustment of the subscription conditions, conversion bases, terms of exchange or allotment initially provided for, so as to guarantee that the value of the equity securities that will be obtained in the event of the exercise of the rights attached to the securities giving access to the capital after the completion of the transaction will be identical to the value of the equity securities that would have been obtained in the event of the exercise of the same rights prior to this transaction.

The conditions for the application of this article shall be laid down by decree in the Conseil d'Etat.