
approval of the Board of Directors according to the conditions
described below.
The transferor’s request for approval, which must be served on the
company, shall state the name, forenames, profession and address of
the transferee, or the company name and registered office in the case
of a company, the number of shares or negotiable securities giving
access to the capital of which the disposal or transfer is envisaged,
the price offered or an estimate of the value of the shares or
negotiable securities giving access to the capital. This request for
approval must be countersigned by the transferee.
Approval will be given in the form of a notice, or will be deemed to
have been given, in the absence of a reply within three months of the
date of the request for approval.
The approval decision will be made by the Board of Directors, by a
majority of the Directors present or represented. The transferor shall
be entitled to vote, if he is a Director. The decision will not be
justified, and in the event of a refusal, shall never give rise to any
claim.
If the proposed transferee is approved, the transfer will be completed
in favour of the transferee upon presentation of the supporting
documents, which must be supplied within one month of service of
the decision of the Board of Directors, failing which a fresh approval
will be required.
If the company does not approve the proposed transferee, the
transferor will have a period of eight days from the date of service of
the refusal to notify the Board whether or not he abandons his
proposal.
If the transferor does not expressly abandon his proposal under the
conditions set out above, the Board of Directors shall be obliged
within a period of three months from the date of service of the
refusal, to arrange for the purchase of the shares or negotiable
securities giving access to the capital, by a shareholder, a third party,
or, with the transferor’s consent, by the company, with a view to a
reduction of the capital.
In the event that the offered shares or negotiable securities giving
access to the capital are purchased by shareholders or third parties,
the Board of Directors shall inform the transferor of the names,
forenames, profession and address of the purchasers, or of the
company name and registered office in the case of a company. The
sale price shall be fixed by agreement between the purchasers and
the transferor.
In the event that the offered shares or negotiable securities giving
access to the capital are purchased by the company, the Board of
Directors must first ask for the transferor’s consent. The transferor
must give his answer within eight days of receiving this request.
In the absence of agreement between the parties, the price of the
shares and negotiable securities giving access to the capital shall be
determined by an expert valuation, under the conditions provided by
article 1843-4 of the French Civil Code.
If, upon the expiry of a period of three months, the purchase has not
been completed, approval shall be deemed to have been given.
However, this period may be extended by the courts on an application
by the company.
The transferor may, at any time, and at the latest within a period of
eight days of determination of the price by the expert, abandon the
disposal of his shares or negotiable securities giving access to the
capital.
Disposals to the purchaser or purchasers nominated by the Board of
Directors shall be completed by means of a transfer order signed by
the Chairman of the Board of Directors, who shall serve it to the
transferor within eight days of its date, with an invitation to attend the
registered office to receive the sale price, which shall not bear
interest.
All notices, requests, answers, opinions, waivers, information and
consents provided for by this article shall be validly given if sent by
extrajudicial instrument or by registered letter with proof of receipt
requested.
When an expert is used to determine the price of the shares or
negotiable securities giving access to the share capital under the
conditions provided by article 1843-4 of the French Civil Code, the
expert’s fees shall be paid in equal shares by the assignor and
assignee.
This approval clause, which is the purpose of this article, also applies
to disposals of allocation rights in the event of capital increases by
way of incorporation of reserves, profits or issue premiums, and
disposals of subscription rights in respect of capital increases in cash
or individual waivers of subscription rights in favour of named
individuals.
In these cases, the rules governing approval and the buyback
conditions shall apply to the securities subscribed, and the time given
to the Board of Directors to notify the third party subscriber whether it
accepts him as a shareholder shall be three months from the date of
final completion of the capital increase.
In the event of a buyback, the price shall be equal to the value of the
new shares or negotiable securities giving access to the capital
determined under the conditions provided by article 1843-4 of the
French Civil Code.
Custodian and financial service
Uptevia.
History of the company
1894: The Banque Suisse et Française (‘BSF’) is founded. It will
become the Crédit Commercial de France (‘CCF’).
1987: CCF privatisation. Apart from its national network, CCF has
progressively created a group of regional banks operating under their
own brand.
1994: Centenary of CCF.
2000: CCF joins the HSBC Group and becomes the European platform
of the HSBC Group.
2002: Crédit Commercial de France changes its legal name to CCF.
2005: CCF becomes HSBC France and certain of its subsidiaries
change their legal name and adopt the HSBC brand. HSBC France,
HSBC Hervet, HSBC de Baecque Beau, HSBC UBP and HSBC
Picardie constitute the new HSBC network.
2008: Disposal by HSBC France of its regional banking subsidiaries
(Société Marseillaise de Crédit, Banque de Savoie, Banque Chaix,
Banque Marze, Banque Dupuy, de Parseval, Banque Pelletier and
Crédit Commercial du Sud-Ouest).
2008: Merger of HSBC Hervet, HSBC de Baecque Beau, HSBC UBP
and HSBC Picardie with HSBC France.
2011: Merger of HSBC Private Bank France with HSBC France.
2013: HSBC France acquires HSBC Assurances Vie (France).
2017-2018: Creation of branches in Greece, the United Kingdom,
Belgium, Luxembourg, Ireland, Italy, Poland, the Czech Republic, the
Netherlands and Spain.
January 2018: Acquisition of certain assets and liabilities from the
HSBC Bank plc branch in Greece and launch of the activities of the
HSBC France branch in Greece.
August 2018: Acquisition of HSBC Bank Polska S.A. and HSBC
Institutional Trust Services (Ireland) DAC.
February 2019: Acquisition of certain assets and liabilities from the
HSBC Bank plc branches in Belgium, Ireland, Italy, the Czech
Republic, the Netherlands and Spain and launch of the activities of the
HSBC France branches in those countries.
March 2019: Acquisition of certain assets and liabilities from the
HSBC Bank plc branch in Luxembourg and launch of the activities of
the HSBC France branch in this country.
April 2019: Merger of HSBC Bank Polska S.A. and HSBC Institutional
Trust Services (Ireland) DAC with HSBC France.
May 2019: Creation of a branch in Sweden and launch of the activities
in this branch in October 2019.
Universal registration document and Annual Financial Report 2023 327