Subsection 2: The Management Board and the Supervisory Board.

The number of members of the Management Board is determined by the Articles of Association or, failing that, by the Supervisory Board.

If a seat on the Management Board becomes vacant, the Supervisory Board shall fill the vacancy within two months. Failing this, any interested party may request the President of the Commercial Court, acting in summary proceedings, to make the appointment, on a provisional basis. The person so appointed may, at any time, be replaced by the Supervisory Board.

If a member of the Supervisory Board is appointed to the Management Board, his or her term of office on the Board ends as soon as he or she takes up his or her position.

The persons appointed to be members of the Supervisory Board are entitled, as soon as they are appointed, to appoint the members of the Management Board or the sole Managing Director.

Unless otherwise stipulated in the Articles of Association, the members of the Management Board may, with the authorisation of the Supervisory Board, divide the duties of management among themselves. However, under no circumstances may such allocation have the effect of depriving the Management Board of its character as a body that collectively manages the company.

When a transaction requires the authorisation of the Supervisory Board and the latter refuses it, the Management Board may submit the dispute to the General Meeting of Shareholders, which will decide what action to take.

The term of office of a Supervisory Board member expires at the end of the Ordinary General Meeting of shareholders called to approve the financial statements for the previous financial year and held in the year in which the member’s term of office expires. .

The mandate of a permanent representative appointed by a legal entity appointed to the Supervisory Board is given for the duration of the latter’s term of office. If the legal entity revokes the mandate of its permanent representative, it shall notify the company of this revocation and of the identity of its new permanent representative without delay by registered letter. The same applies in the event of the death or…

The appointment of the permanent representative and the termination of his term of office are subject to the same disclosure formalities as if he were a member of the Supervisory Board in his own name.

The agent provided for in article L. 225-78 is appointed by the President of the Commercial Court, ruling on a petition.