TITLE II: Provisions specific to various commercial companies.

After delivery of the depositary’s certificate, the founders convene the subscribers to a constituent general meeting in the form and within the timeframe specified by decree of the Conseil d’Etat. This meeting notes that the capital is fully subscribed and that the shares have been paid up to the amount due. It decides on the adoption of the Articles of Association, which may only be amended unanimously by all subscribers,…

In the case of contributions in kind or the stipulation of special benefits for associates or non-associates, one or more contribution auditors shall be appointed unanimously by the founders or, failing this, by a court decision, at the request of the founders or one of them. They are subject to the incompatibilities set out in article L. 822-11-3, without prejudice to the possibility of being appointed to carry out the…

I. – Article L. 225-8 is not applicable, upon the decision of the founders, when the contribution in kind consists of: 1° Transferable securities giving access to the capital mentioned in Article L. 228-1 or money market instruments, within the meaning of Article 4 of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC…

Share subscribers take part in the vote or are represented under the conditions provided for in articles L. 225-106, L. 225-110 and L. 225-113. The constituent meeting deliberates under the quorum and majority conditions provided for extraordinary meetings.

When the meeting deliberates on the approval of a contribution in kind or the granting of a special benefit, the shares of the contributor or beneficiary are not taken into account for the calculation of the majority. The contributor or beneficiary does not have the right to vote either for himself or as a proxy.

Withdrawal of funds from cash subscriptions may not be made by the company’s agent until the company has been registered in the Trade and Companies Register. If the company is not incorporated within six months of the first deposit of funds or if it is not registered with the Trade and Companies Register within the same period, any subscriber may apply to the courts for the appointment of an agent…

The voting rights and dividend rights of shares or share fractions issued in breach of the provisions relating to the incorporation of public limited companies with a public offer, as set out in this sub-section, are suspended until the situation is rectified. Any vote cast or dividend paid during the suspension period shall be null and void.

The provisions of this subsection do not apply to offers to the public mentioned in 1° or 2° of Article L. 411-2 of the Monetary and Financial Code or article L. 411-2-1 of the same code.