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

The Extraordinary General Meeting, acting on the report of the Board of Directors or the Management Board, as the case may be, and on the special report of the Statutory Auditors, if any, may authorise the Board of Directors or the Management Board to grant options giving entitlement to subscribe for shares to some or all of the company’s employees. The Extraordinary General Meeting sets the period during which this…

The authorisation granted by the Extraordinary General Meeting entails the express waiver by shareholders, in favour of the beneficiaries of the options, of their pre-emptive right to subscribe for the shares to be issued as and when the options are exercised. The capital increase resulting from the exercise of these options does not give rise to the formalities provided for in Article L. 225-142, in the second paragraph of Article…

The Extraordinary General Meeting may also authorise the Board of Directors or the Management Board, as the case may be, to grant to some or all of the company’s salaried employees, options giving entitlement to the purchase of shares arising from a buyback carried out, prior to the opening of the option, by the company itself under the conditions defined in Articles L. 225-208 or L. 22-10-62. The Extraordinary General…

I.-Options may be granted, under the same conditions as in Articles L. 225-177 to L. 225-179 above: 1° Either for the benefit of members of the salaried personnel of companies or economic interest groupings at least 10% of whose capital or voting rights are held, directly or indirectly, by the company granting the options; 2° Or for the benefit of members of the salaried personnel of companies or economic interest…

The price set for the subscription or purchase of the shares may not be changed during the term of the option. However, when the company carries out an amortisation or reduction of capital, a change in the allocation of profits, a free allocation of shares, a capitalisation of reserves, profits or share premiums, a distribution of reserves or any issue of equity securities or securities giving entitlement to the allocation…

The total number of options opened and not yet exercised may not give entitlement to subscribe for a number of shares exceeding a fraction of the share capital determined by decree in the Conseil d’Etat. No options may be granted to employees or corporate officers owning more than 10% of the share capital.

The Extraordinary General Meeting sets the period during which the options must be exercised. The rights resulting from the options granted are non-transferable until the option has been exercised. In the event of the death of the beneficiary, his heirs may exercise the option within six months of the death.

A special report informs the Ordinary General Meeting each year of the transactions carried out under the provisions of articles L. 225-177 to L. 225-186. This report also gives an account of: the number, expiry dates and prices of stock subscription or purchase options which, during the year and by virtue of the offices and positions held in the company, have been granted to each of these officers by the…