TITLE II: Provisions specific to various commercial companies.

The Management Board is vested with the broadest powers to act in all circumstances on behalf of the company. It exercises these powers within the limits of the company’s objects and subject to those expressly assigned by law to the Supervisory Board and to shareholders’ meetings. It determines the direction of the company’s business and ensures that it is implemented in accordance with the company’s interests, taking into account the…

The relocation of the registered office to French territory may be decided by the Supervisory Board, subject to ratification of this decision by the next Ordinary General Meeting. On delegation from the Extraordinary General Meeting, the Supervisory Board shall make the necessary amendments to the Articles of Association to bring them into line with legislative and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General Meeting.

The Chairman of the Management Board or, where applicable, the sole Managing Director represents the company in its dealings with third parties. However, the Articles of Association may empower the Supervisory Board to grant the same power of representation to one or more other members of the Management Board, who then bear the title of Managing Director. Provisions in the Articles of Association limiting the company’s power of representation are…

A natural person may not hold more than one office as a member of the management board or sole managing director of public limited companies having their registered office on French territory. As an exception to the provisions of the first paragraph: a second term of office as a member of the management board or sole managing director or a term of office as managing director may be held in…

The Supervisory Board exercises ongoing control over the management of the company by the Management Board. The Articles of Association may make the conclusion of the transactions they list subject to the prior authorisation of the Supervisory Board. However, sureties, endorsements and guarantees, except in companies operating a banking or financial institution, are subject to authorisation by the Supervisory Board, which limits the amount, under conditions determined by decree in…

The Supervisory Board consists of at least three members. The Articles of Association set the maximum number of Board members, which is limited to eighteen. The Supervisory Board is composed by seeking a balanced representation of women and men.

The proportion of supervisory board members of each sex may not be less than 40%, at the end of the next general meeting called to vote on appointments, in companies which, for the third consecutive financial year, employ an average number of at least two hundred and fifty permanent employees and have net sales or a balance sheet total of at least 50 million euros. In these same companies, where…

The Articles of Association must provide for an age limit for the performance of the duties of Supervisory Board member applying either to all Supervisory Board members or to a specified percentage of them. In the absence of an express provision in the Articles of Association, the number of Supervisory Board members who have reached the age of seventy may not exceed one third of the Supervisory Board members in…

In companies which, at the close of two consecutive financial years, employ at least one thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France, or at least five thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France and abroad, where the report presented by the management board at the general…

The Articles of Association may require each member of the supervisory board to own a number of shares in the company, which they shall determine. If, on the day of his appointment, a member of the Supervisory Board does not own the required number of shares or if, during his term of office, he ceases to own such number of shares, he shall be deemed to have resigned automatically, if…