FRAUD ALERT
We would like to draw your attention to the existence of scams by people usurping the INDIGO brand or the names of our collaborators. Please be extremely vigilant. Read more.
FRAUD ALERT
We would like to draw your attention to the existence of scams by people usurping the INDIGO brand or the names of our collaborators. Please be extremely vigilant. Read more.
Updated on 7 October 2024 by decision of the Executive Board of 7 October 2024.
The Company is incorporated in the form of a joint stock company with an Executive Board and a Supervisory Board [société anonyme à directoire et conseil de surveillance] and is governed by the laws and regulations in force and by these Articles of Association.
The Company’s purpose, in France and abroad, consists in:
The Company’s corporate name is: “Indigo Group”.
In all instruments and documents issued by the Company and intended for third parties, the corporate name shall always be immediately preceded or followed by the words “société anonyme à directoire et conseil de surveillance” (joint stock company with an Executive Board and a Supervisory Board), a statement of the amount of the share capital and the Company’s unique identification number completed by the mention RCS followed by the name of the city in which the registry where the Company is registered is located.
With effect from 8 July 2024, the registered office is located at: Immeuble The Curve – 48-50 Avenue du Général de Gaulle – 92800 Puteaux.
It may be transferred to any other place in the same administrative department or in a bordering administrative district by a simple decision of the Supervisory Board, subject to ratification of such decision by the next ordinary general meeting, and anywhere else pursuant to a resolution of the extraordinary general meeting of shareholders.
The Company’s term remains set at ninety-nine years as from the date of its definitive incorporation, except in the cases of extension or early dissolution provided for in these Articles of Association.
The share capital is set at one hundred and eighty-three million twenty-one thousand six hundred and twenty-eight (183,021,628) euros. It is divided into one hundred and eighty-three million twenty-one thousand six hundred and twenty-eight (183,021,628) shares with a par value of one (1) euro each.
7.1 Form of the Shares
The shares are registered shares. The shares are recorded in an account in the name of the holder(s) in the registers maintained for this purpose by the Company in the conditions and in accordance with the procedures provided for by law.
At the request of the shareholder, a certification of entry in the account shall be issued to the shareholder by the Company.
Whenever it is necessary to possess several shares in order to exercise any right whatsoever, the owners of single shares or quantities less than that required may only exercise that right if they personally arrange for the corresponding grouping of shares.
7.2 Transfer of Securities
7.2.1 General principles
The shares are freely negotiable and transferable, subject to any contrary legislative or regulatory provisions and subject to the stipulations of Article 7.2.4 (Approval).
Shares are transferred, as regards the Company and third parties, by a transfer from the account of the transferor to the account of the transferee upon presentation of a transfer order (ordre de mouvement). This movement is first entered in a consecutively numbered and initialled register, maintained chronologically, called the “share transfer register”. The entry in the purchaser’s account is made on the date agreed by the parties and notified to the Company.
The Company is required to make the entry and transfer on receipt of the transfer form.
The transfer form, drawn up on a form supplied or approved by the Company, is signed by the transferor or their representative; if the shares are not fully paid-up, the fraction not paid-up must be stated.
Transfers free of charge, or subsequent to a death, are also made by a transfer form, entered in the register of movements, on justification of the change under the legal conditions.
The costs of transferring the shares are payable by the transferees, unless otherwise agreed between transferors and transferees.
Shares not fully paid-up may not be transferred.
7.2.2 Definitions
In addition to the definitions specifically set out in the body of this Article 7.2, the following terms, used indiscriminately in the singular or plural, shall have the following meaning:
Permitted Transferee means (i) a company in which the transferring shareholder directly holds at least 90% of the share capital and voting rights, or (ii) a company that directly holds at least 90% of the share capital and voting rights of the transferring shareholder;
Control means control, exercised alone or jointly, over a company as currently defined by Article L. 233-3 I of the Commercial Code;
Third-party Acquirer means any third party wishing to have Securities Transferred to its benefit;
Securities means (i) all shares or simple or composite securities conferring entitlement, immediately or in the future, to a portion of the share capital and/or voting rights of the Company, in particular and without limitation, by conversion, redemption, subscription, presentation or exercise of a warrant, and (ii) all rights of attribution, subscription or priority attached to such shares and/or such negotiable securities;
Transfer means (i) any transaction involving, directly or indirectly, immediately, in the future or subject to a condition, a transfer of ownership or of the economic benefit (bénéfice économique) of Securities or rights attached to Securities, of the usufruct or bare ownership (nue-propriété) of rights attached to Securities, gratuitously or for consideration, by any means, including by way of contribution, merger, demerger, exchange, distribution in kind, sale with right of redemption, loan, creation of a trust (or similar transaction), (ii) the creation of a pledge (nantissement) over Securities and (iii) the conclusion of any contract, option, promise or other agreement, including derivative contracts relating to Securities, or the undertaking to carry out any transaction described in (i) to (iii) above, or any transaction having a similar (including economic) effect.
7.2.3 Permitted Transfers
The provisions and restrictions set out in Article 7.2.4 (Approval) below shall not apply to any Transfer of Securities by a shareholder to a Permitted Transferee (a Permitted Transfer) provided that the following conditions are satisfied:
(i) the shareholder wishing to carry out a Permitted Transfer shall notify the Company and the other shareholders thereof thirty (30) calendar days in advance; such notification shall contain all information and be accompanied by all documents justifying that the proposed Transfer may be qualified as a Permitted Transfer; and
(ii) in the event that the Permitted Transferee were to cease to qualify as a Permitted Transferee, the shareholder who transferred the Securities to the Permitted Transferee shall procure that ownership of all such Securities held by said Permitted Transferee is immediately transferred back to it or to another Permitted Transferee, within a period of thirty (30) calendar days following the date on which the Permitted Transferee no longer qualifies as a Permitted Transferee.
7.2.4 Approval
7.2.4.1 Any Transfer of Securities other than (i) a Permitted Transfer, (ii) a Transfer subject to a Tag-Along Right, (iii) a Transfer to the ascendants, descendants or spouses of a shareholder of the Company, (iv) a Transfer between shareholders of the Company, or (v) a Transfer in the context of a succession or the winding-up of a matrimonial property regime, shall be subject to the prior approval (agrément) of the Supervisory Board of the Company.
7.2.4.2 To that end, the shareholder must notify the Company of a request for approval (the Approval Request) stating:
(i) the nature and number of Securities that the transferring shareholder wishes to Transfer to the Third-party Acquirer;
(ii) the identity of the Third-party Acquirer and the identity of the entity ultimately Controlling it; and
(iii) a description of the financial terms of the proposed Transfer.
7.2.4.3 The Supervisory Board must rule on the approval requested and notify its decision to the transferring shareholder within three (3) months following the Approval Request. Failure to respond within this period shall be deemed to constitute notification of approval.
7.2.4.4 The Supervisory Board’s decision need not be reasoned and may not give rise to any challenge. It is specified, to the extent necessary, that members of the Supervisory Board elected, as the case may be, on the proposal of the transferring shareholder shall participate in the vote relating to the Approval Request with a deliberative vote.
7.2.4.5 In the event of a refusal to approve the Third-party Acquirer, the transferring shareholder shall have a period of eight (8) days from the notification of refusal to notify the Supervisory Board by registered letter with acknowledgement of receipt as to whether it abandons its proposed Transfer of Securities.
7.2.4.6 If the transferring shareholder does not abandon its proposed Transfer of Securities, the Executive Board of the Company is required to arrange for the Securities to be acquired either by existing shareholders of the Company or by third parties, or, with the consent of the transferor, by the Company itself with a view to a reduction of capital, within a period of three (3) months from the notification of refusal.
7.2.4.7 Such acquisition shall take place at a price which, failing agreement, shall be determined by way of an expert appraisal under the conditions set out in Article 1843-4 of the Civil Code.
7.2.4.8 If, upon expiry of the period set out in Article 7.2.4.6 above, the acquisition has not been completed, approval shall be deemed to have been granted. However, this period may be extended by a court decision at the request of the Company.
7.2.4.9 In the event that approval is granted, the transferring shareholder shall be entitled, for a period of forty-five (45) calendar days (extended by any additional reasonable period required for the purpose of obtaining all required governmental or other authorisations) from the date of approval, to proceed with the Transfer of Securities to the Third-party Acquirer on the terms set out in Article 7.2.4.2. In the event that the transferring shareholder does not complete such Transfer within the aforementioned period, said Transfer shall again be subject to approval in accordance with the provisions of this Article 7.2.4.
7.2.5 Non-enforceability of Transfers not compliant with the Approval procedure
Any Transfer of Securities carried out by a shareholder in breach of the provisions of Article 7.2.4 (Approval) shall not be enforceable against the other shareholder or the Company and shall not be recorded by the Company in the share transfer register and the individual shareholders’ accounts.
The share capital may be increased, reduced or amortised under the conditions provided for by law.
The Executive Board is composed of at least two and at most five members, who are natural persons, whether or not shareholders of the Company.
The members of the Executive Board are appointed for a term of 4 years by the Supervisory Board, which confers upon one of them the title of President of the Executive Board. The Supervisory Board determines the method and amount of the remuneration of each member of the Executive Board. Any member of the Executive Board is eligible for re-election.
If a seat becomes vacant, the Supervisory Board must, within two months, either simply record the vacancy or fill it. The replacement member is appointed for the remaining duration of the Executive Board’s term.
The members of the Executive Board, including the President of the Executive Board, may be removed at any time, without cause, either by the Supervisory Board or by the general meeting.
The President of the Executive Board represents the Company in its relations with third parties.
The Supervisory Board may, by simple majority, confer the same power of representation on one or more other members of the Executive Board, who shall then bear the title of Managing Director.
The age limit for serving as a member of the Executive Board is set at 65 years, with the duties of a member of the Executive Board ending, at the latest, upon the conclusion of the general meeting ruling on the financial statements for the financial year during which the member reaches the age of 65.
The Company is managed by the Executive Board, which exercises its functions under the supervision of the Supervisory Board.
The Executive Board is vested, as regards third parties, with the most extensive powers to act in all circumstances in the Company’s name. It exercises these powers within the limits of the corporate purpose and subject to the powers expressly assigned by law to the Supervisory Board and to shareholders’ meetings.
The members of the Executive Board may, with the authorisation of the Supervisory Board, allocate management duties among themselves. However, such allocation shall in no event have the effect of depriving the Executive Board of its collegiate management character.
At least once per quarter, the Executive Board must present to the Supervisory Board a report on the business of the Company.
Within three months of the close of each financial year, the Executive Board draws up and presents to the Supervisory Board the annual financial statements and, as the case may be, the consolidated accounts. It proposes the appropriation of the results of the financial year.
The Executive Board presents quarterly, semi-annual and annual accounts to the Supervisory Board.
The Supervisory Board may, up to a total amount it determines, authorise the Executive Board to give guarantees, endorsements and sureties in the Company’s name. The duration of such authorisation may not exceed one year.
The Supervisory Board may, without limit of amount, authorise the Executive Board to give guarantees, endorsements or sureties to tax and customs authorities in the Company’s name.
If guarantees, endorsements and sureties have been given for a total amount exceeding the limit set for the current period, such excess may not be raised against third parties who were unaware thereof, unless the amount of the obligation invoked exceeds on its own one of the limits (global or individual) set by the decision of the Supervisory Board.
The Supervisory Board may, up to an amount it determines for each transaction, authorise the Executive Board to dispose of real estate assets by nature, to fully or partially dispose of holdings and to create security interests. Where a transaction exceeds the amount so determined, the authorisation of the Supervisory Board is required in each case.
The Executive Board meets as often as the interests of the Company require, upon the convening of its President or one of its members, either at the registered office or at any other place indicated in the convening notice. Meetings may be called by any means, even verbally.
The Executive Board may only validly deliberate if at least half of its members are present or represented.
Decisions are made by a majority of votes, with the President of the Executive Board holding a casting vote in the event of a tied vote.
A member of the Executive Board may be represented at a meeting by another member of the Executive Board, who may not hold more than one proxy.
Members participating in a meeting by videoconference or telecommunications means satisfying the same technical conditions as those applicable to Supervisory Board meetings shall be deemed present for the purposes of calculating the quorum and majority.
The deliberations of the Executive Board are recorded in minutes, signed by the President of the Executive Board. The minutes are reproduced in a special register maintained at the Company’s registered office. Copies and extracts of such minutes are certified by the President of the Executive Board.
The Supervisory Board is composed of at least three and at most ten members.
The members of the Supervisory Board are appointed by the ordinary general meeting, which may remove them at any time.
The members of the Supervisory Board are appointed for a term of 4 years expiring upon the conclusion of the ordinary general meeting having ruled on the financial statements for the financial year elapsed and held in the year in which the term expires. The members of the Supervisory Board are eligible for re-election.
The number of members of the Supervisory Board who have reached the age of 70 may not exceed one third of the members in office. When this limit is exceeded, the oldest member is deemed to have automatically resigned.
In the event of one or several vacancies in the membership of the Supervisory Board due to death or resignation, provided that the number of Supervisory Board members does not fall below three, the Supervisory Board may, under the conditions provided for by law, between two general meetings, make provisional appointments which shall then be submitted for ratification at the next ordinary general meeting.
The Supervisory Board elects from among its natural person members a President and a Vice-President, who are responsible for convening the Supervisory Board and chairing its deliberations and who exercise their functions for the duration of their term as a member of the Supervisory Board. They are eligible for re-election.
The Supervisory Board may remove them from office at any time.
The Supervisory Board exercises permanent oversight of the management of the Company by the Executive Board under the conditions provided for by law.
At any time of year, it carries out the checks and verifications it deems appropriate and may request that any documents it considers useful for carrying out its duties be communicated to it.
The Executive Board presents to the Supervisory Board, for verification and audit, the annual financial statements and, as the case may be, the consolidated accounts.
The Supervisory Board presents to the annual ordinary general meeting its observations on the Executive Board’s report and on the financial statements for the financial year.
The Supervisory Board deliberates annually on the Company’s policy regarding professional and wage equality.
The Supervisory Board authorises regulated agreements under the conditions provided for by applicable laws and regulations.
The disposal of real estate assets by nature, the full or partial disposal of holdings, the creation of security interests, as well as guarantees, endorsements and sureties, are subject to authorisation by the Supervisory Board under the conditions determined by applicable laws and regulations.
The Supervisory Board may confer upon one or several of its members all special missions and mandates for one or more specific purposes.
The Supervisory Board may also decide to create committees within its membership, the composition and responsibilities of which it determines and which carry out their activities under its authority under the conditions set by law.
15.1 Meetings of the Supervisory Board
The Supervisory Board meets as often as the interests of the Company require, and at least four (4) times per year (once per quarter), upon the convening of the President of the Supervisory Board or, in his absence, of the Vice- President.
Meetings are called by any written means at least 7 days before the meeting date and must include the agenda for the meeting. The documents submitted for consideration by the Supervisory Board relating to items on the agenda are communicated to the members of the Supervisory Board at the latest 2 days before the date of the meeting, unless all members present at the meeting waive this period.
Where at least one member of the Executive Board or at least two members of the Supervisory Board (unless the Supervisory Board has fewer than six members, in which case any member may request the convening of or convene the Supervisory Board) submit to the President of the Supervisory Board a reasoned request to convene the Supervisory Board, the President of the Supervisory Board must convene it on a date no later than fifteen days from the receipt of such request. In the absence of such convening, the authors of the request may themselves proceed with the convening, indicating the agenda for the meeting.
Except when the Supervisory Board is required to review the annual financial statements and, as the case may be, the consolidated accounts, members of the Supervisory Board participating in a meeting by videoconference or telecommunications means enabling their identification and guaranteeing their effective participation, the nature and conditions of application of which are determined by applicable regulations, shall be deemed present for the purposes of calculating the quorum and the majority.
Any member of the Supervisory Board may give a written proxy to another member to represent them at a Supervisory Board meeting. Each member of the Supervisory Board may hold only one such proxy during any given meeting.
An attendance register is maintained, signed by the members of the Supervisory Board participating in the meeting, which where applicable records the names of members deemed to be present under the conditions set out above.
The Supervisory Board may only validly deliberate if at least half of its members are present.
In the absence of the President or Vice-President of the Supervisory Board, the Supervisory Board designates, for each meeting, one of its present members to chair it and direct deliberations.
The Supervisory Board designates from among its members or from outside a person to act as secretary.
The decisions of the Supervisory Board are made by a majority of the members present or represented, with the meeting Chairman having no casting vote in the event of a tied vote.
The deliberations of the Supervisory Board are recorded in minutes drawn up in a special consecutively numbered and initialled register maintained at the registered office. The minutes are signed by the meeting Chairman and by at least one member of the Supervisory Board.
15.2 Written consultation of Supervisory Board members
Decisions falling within the Supervisory Board’s own attributions as provided in the second paragraph of Article L. 225-65, the second paragraph of Article L. 225-68, Article L. 225-78 and III of Article L. 225-103 of the Commercial Code, as well as decisions to transfer the registered office within the same administrative district, may be made by written consultation of the Supervisory Board members at the initiative of the President or Vice-President of the Supervisory Board.
The initiator of the consultation transmits to the Supervisory Board members by any written means, including by electronic mail, a dated file containing the text of the resolutions submitted for their vote, a voting form and all documents necessary for their information. This file also indicates the deadline for returning the voting forms signed by the members (the “Deadline”), it being specified that this deadline may not occur before the expiry of a period of 7 business days from the date on which the file is sent to the members.
This file is also transmitted to the censor(s) for information, if any have been designated.
The Supervisory Board members cast their vote by completing, dating and signing the form transmitted for that purpose and returning it by any written means, including by electronic mail, to the initiator of the consultation. The votes of Supervisory Board members who have not sent their voting form by 11:59 pm (Paris time) on the day of the Deadline shall not be taken into account for either the calculation of the quorum or the determination of the majority for each resolution. In the event of sending the form by post, it must be addressed to the Company’s registered office to the attention of the initiator of the consultation and the postmark shall be deemed proof of the date of sending.
Resolutions may only be adopted if at least half of the Supervisory Board members have participated in the written consultation. They are passed by a majority of the members having participated in such consultation, with the President of the Supervisory Board having no casting vote in the event of a tied vote.
The President of the Supervisory Board records in the attendance register the names of the members who participated in the written consultation.
The written consultation is recorded in minutes dated as of the Deadline. In the event that the voting forms of all members have been received before said date, the date of the minutes shall be the date of receipt of the last voting form. The voting forms are appended to the minutes.
The Supervisory Board members and the board observers are informed of the outcome of the written consultation.
The Supervisory Board may, if it deems it appropriate, appoint observers for a period of its choosing, who may be natural or legal persons, whether or not selected from among the shareholders, and whose responsibilities it determines.
The observers are convened to all meetings of the Supervisory Board and may take part in deliberations with an advisory vote only.
Where required by the laws and regulations in force, the ordinary general meeting appoints, for six financial years, one or more auditors under the conditions and with the assignment laid down by the legislative and regulatory provisions in force.
Shareholders’ meetings are convened under the conditions laid down by law. They are held at the registered office or at the place indicated in the convening notice.
All shareholders have the right to participate in meetings on proof of their identity and the registration of their shares in the Company’s accounts. A shareholder may be represented by another shareholder, by their spouse or by their civil partner.
Any shareholder may also, if the Executive Board or the Supervisory Board so permits when convening a general meeting, participate in such meeting by videoconference or via telecommunications, subject to the conditions and in accordance with the applicable legislative and regulatory provisions. Such shareholder is then deemed to be present at the meeting for the purposes of calculating the quorum and the majority.
Any shareholder may vote by correspondence under the conditions and in accordance with the procedures laid down by the applicable legislative and regulatory provisions.
At each meeting, an attendance sheet is kept, and minutes of the meeting are drawn up.
The “bureau” comprises a chairman and two scrutineers. It appoints a secretary who may not necessarily be a shareholder.
Meetings are chaired by the President of the Supervisory Board. In his absence, the meeting elects its chairman.
The voting rights attached to shares are proportional to the share of capital they represent.
The powers of ordinary, extraordinary and special meetings are those provided for by law.
The ordinary general meeting may only validly deliberate if the shareholders present or represented hold at least, at the first meeting, one fifth of the shares with voting rights; at a second meeting, no quorum is required.
The extraordinary general meeting may only validly deliberate if the shareholders present or represented hold at least, at the first meeting, one quarter of the shares with voting rights and, at a second meeting, one fifth of the shares with voting rights.
Special meetings may only validly deliberate if the shareholders present or represented hold at least, at the first meeting, one third and, at a second meeting, one fifth of the shares with voting rights of which it is proposed to modify the rights.
The ordinary general meeting rules by a majority of the votes held by the shareholders present or represented. The extraordinary general meeting and special meetings rule by a two-thirds majority of the votes held by the shareholders present or represented.
Each financial year has a duration of 12 months beginning on 1 January and ending on 31 December of each year.
At the close of each financial year, the Executive Board draws up an inventory, a profit-and-loss account, a balance sheet and notes, as well as, where applicable, the consolidated accounts. It draws up the reports required by the legislative and regulatory provisions.
These documents are communicated to the auditors and to the shareholders, in accordance with the law.
At least one-twentieth (5%) is withdrawn from the net profit for the financial year, reduced where applicable by prior losses, to constitute the reserve fund known as the “legal reserve”. This withdrawal ceases to be mandatory when the reserve reaches one tenth of the share capital.
The distributable profit consists of the profit for the financial year, reduced by prior losses and the amounts to be set aside as reserves pursuant to law or these Articles of Association, increased by retained profits brought forward.
Furthermore, the general meeting may decide to distribute amounts withdrawn from the reserves available to it. In such case, the decision must explicitly indicate the reserve items from which the withdrawals are taken. However, dividends are withdrawn by priority from the distributable profit for the financial year.
Except in the case of a reduction of capital, no distribution may be made to shareholders when the shareholders’ equity is, or would become following such distribution, less than the amount of the share capital increased by the reserves which the law or these Articles of Association do not permit to be distributed.
Interim dividends may be distributed under the conditions provided for by law and these Articles of Association.
Except in the case of judicial dissolution or a court decision appointing a liquidator or imposing the provisions laid down by the legislation in force, the general meeting governs the mode of liquidation, appoints the Liquidator(s) and sets their powers.
Except in the cases mentioned in the previous paragraph and subject to legislative and regulatory provisions, the Liquidators shall have the widest powers to realise, even amicably, the entire assets of the Company and to discharge its liabilities. They may, by virtue of a resolution of the extraordinary general meeting, contribute or grant transfer of all the assets, rights, shares and obligations of the dissolved company.
The net proceeds of the liquidation after settlement of liabilities are used to fully repay the non-amortised share capital, the surplus being divided among the shareholders in cash or in securities.
Any disputes which may arise during the lifetime of the Company or during its liquidation, either between the shareholders and the Company, or between the shareholders themselves, concerning or due to company business, are subject to the jurisdiction of the competent courts within the jurisdiction of the registered office.
To that end, in the event of a dispute, all shareholders must elect domicile at the registered office and any service of legal documents may validly be made at such domicile.
In the absence of an elected domicile, service of process may validly be made at the office of the Public Prosecutor (Procureur de la République) before the Judicial Court with jurisdiction over the registered office.
This is a free translation of the original French version.