Chapter V: Public limited companies.

A General Meeting which decides or authorises a capital increase, either by setting all the terms and conditions itself, or by delegating its power or authority under the conditions provided for in Articles L. 225-129-1 or L. 225-129-2, may cancel preferential subscription rights for the entire capital increase or for one or more tranches of this increase, in accordance with the terms and conditions set out in articles L. 225-136…

In the event of a capital increase with or without preferential subscription rights, the General Meeting may provide that the number of shares may be increased for a period set by decree in the Conseil d’Etat, up to a fraction of the initial issue determined by that same decree and at the same price as that used for the initial issue. The limit provided for in 1° of I of…

The issue of equity securities without pre-emptive rights by way of a public offer is subject to the following conditions: 1° The issue price or the conditions for setting this price shall be determined by the Extraordinary General Meeting on the basis of a report by the Board of Directors or the Management Board and a special report by the company’s statutory auditor or, if none has been appointed, by…

I.-The General Meeting which decides on a capital increase may reserve it for one or more named persons or categories of persons meeting specific characteristics. To this end, it may cancel preferential subscription rights. The persons named as beneficiaries of this provision may not take part in the vote. The quorum and majority required are calculated after deduction of the shares they own. The procedure provided for in articles L….

For the application of article L. 3332-18 of the French Labour Code relating to capital increases reserved for members of a company savings plan, where the general meeting has waived preferential subscription rights in favour of employees of the company or of companies affiliated to it within the meaning of article L. 225-180, the provisions of I and II of article L. 225-138 shall apply and: 1° The subscription price…

A decree of the Conseil d’Etat shall determine the information that must appear in the reports provided for in articles L. 225-129, L. 225-135, L. 225-136 and L. 225-138, as well as in the reports provided for in the event of the issue of preference shares or securities giving access to the capital.

Where the equity securities are encumbered by a usufruct, the preferential subscription right attached to them belongs to the bare owner. If the latter sells the subscription rights, the sums from the sale or the assets acquired by him using these sums are subject to the usufruct. If the bare owner neglects to exercise his right, the usufructuary may take his place in subscribing for the new shares or selling…

The period granted to shareholders to exercise their subscription rights may not be less than five trading days from the opening of the subscription period. This period is terminated early as soon as all irreducible subscription rights have been exercised or the capital increase has been fully subscribed after individual waiver of their subscription rights by shareholders who have not subscribed.

Prior to the opening of the subscription period, the company shall carry out publicity formalities, the terms of which shall be laid down by decree in the Conseil d’Etat.

The subscription contract for equity securities or securities giving access to the capital is evidenced by a subscription form, drawn up under the conditions determined by decree in the Conseil d’Etat. However, the subscription form is not required of credit institutions and investment services providers that receive a mandate to carry out a subscription, on condition that these agents provide proof of their mandate.