Section 4: Changes in share capital and employee share ownership.

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.

Shares subscribed for in cash must be paid up, at the time of subscription, to the extent of at least one quarter of their nominal value and, where applicable, the full amount of the issue premium. The remainder must be paid up, in one or more instalments, within five years of the date on which the capital increase became definitive. The provisions of the first paragraph of Article L. 225-5,…

For companies making, for the placement of their shares, an offer to the public other than one of those mentioned in 2° of Article L. 411-2 of the Monetary and Financial Code or in Article L. 411-2-1 of the same code, the capital increase is deemed to have been completed when one or more investment services providers other than portfolio management companies authorised to provide the investment service mentioned in…

Subscriptions and payments are evidenced by a certificate from the custodian drawn up, at the time the funds are deposited, on presentation of the subscription forms. Shares paid up by offsetting liquid and due claims on the company shall be evidenced by a certificate from the company’s notary or auditor, or, if none has been appointed, from an auditor appointed for this purpose in accordance with the procedures set out…

In the event of contributions in kind or the stipulation of special benefits, one or more contribution auditors shall be appointed unanimously by the shareholders or, failing this, by court decision. They shall be subject to the incompatibilities provided for in article L. 822-11-3, without prejudice to the possibility of being appointed to perform the duties provided for in articles L. 225-8, L. 225-101, L. 225-131, L. 228-15 and L….

I. – Articles L. 225-147 and L. 22-10-53 are not applicable, by decision of the Board of Directors or the Management Board, where the contribution in kind consists of: 1° Securities giving access to the capital referred to 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…

The capital increase resulting from the exercise of rights attached to securities giving access to the capital is not subject to the formalities provided for in Article L. 225-142, the second paragraph of article L. 225-144 and in article L. 225-146. Where the holder of a security issued pursuant to article L. 225-149-2 is not entitled to a whole number, the fraction forming fractional shares shall be the subject of…

In the event of the issue of new equity securities or new securities giving access to the capital as well as in the event of a merger or demerger of the company called upon to issue such securities, the Board of Directors or the Management Board may suspend, for a maximum period set by decree in the Conseil d’Etat, the possibility of obtaining the allocation of equity securities by exercising…

Rights attached to securities giving access to the capital which have been used or which have been acquired by the issuing company or by the company called upon to issue new equity securities shall be cancelled by the issuing company.