Subsection 2: Subscription and purchase of shares by employees.

For the application, in accordance with article L. 225-181, the provisions of 3° of article L. 228-99 in order to protect the interests of beneficiaries of stock options, article R. 228-91 is applicable, subject to the provisions of this sub-section.

Without prejudice to the provisions of the first paragraph of article R. 228-91, when a company carries out a capital increase by capitalising reserves, profits or share premium and distributing bonus shares, the subscription or purchase price of the shares under option, as fixed prior to this operation, is adjusted by multiplying this price by the ratio between the number of old shares and the total number of old and…

In all the cases mentioned in articles R. 22-10-37, R. 225-139 and R. 228-91, the number of shares under option is adjusted so that the total subscription or purchase price remains constant. However, the adjusted number is rounded up to the nearest whole number.

The adjustment of the subscription price may never have the effect of reducing this price below the nominal value of the share.

In the event of a capital reduction motivated by losses, the subscription or purchase price of the shares under option, set prior to this operation, is adjusted by multiplying this price by the ratio between the number of old shares and the number of shares remaining after the reduction; in establishing this ratio, account is taken, where applicable, of the existence of several classes of old or new shares. The…

Without prejudice to the impact of the adjustments provided for in Articles R. 225-137 to R. 225-142 and R. 22-10-37, the total amount of options opened and not yet exercised may not give entitlement to subscribe for a number of shares exceeding one third of the share capital.

The Board of Directors or the Management Board, as the case may be, shall indicate in the report provided for in Article L. 225-177 the reasons for granting options to subscribe for or purchase shares and the proposed terms for setting the subscription or purchase price. The names of any beneficiaries of the options and the number of shares to which the options relate may not be specified. The statutory…

Capital increases made necessary by the exercise of stock options are carried out without publication of the notice provided for in Article R. 225-120 and the notice provided for in article R. 225-124 and without the information provided for in 6° and 7° of Article R. 225-128 appearing on subscription forms. Articles R. 225-129 to R. 225-135, R. 22-10-35 and R. 22-10-36 are not applicable. The amendments to the Articles…