Paragraph 1: Administration.

The organisation of the management and the determination of the powers of the Executive Chairmen are set out in the Articles of Association in accordance with the conditions set out inarticle 11 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies.

Decisions that exceed the powers of the managing partners are taken by the shareholders at a general meeting. The meeting is held at least once a year. It may also be convened at the request of one or more shareholders representing at least half the number of shareholders, and the request must indicate the proposed agenda. The procedure for convening the meeting is set out in the Articles of Association.

Minutes are taken of each meeting and signed by the members present. They contain, in particular, the date and place of the meeting, the items on the agenda, the identity of the members present or represented, a summary of the discussions, the text of the resolutions put to the vote and the results of the votes. The minutes are recorded in a special register, which must first be listed and…

Each member has an equal number of votes regardless of the number of shares he owns. However, where members only work part-time, the Articles of Association may allocate them a reduced number of votes. A shareholder may give a written mandate to another shareholder to represent him at the General Meeting. No member may hold more than two proxies. The General Meeting may only validly deliberate if at least three…

Apart from the cases provided for byarticle 19 of law no. 66-879 of 29 November 1966 relating to professional non-trading companies and by articles R. 4113-45, R. 4113-49 and R. 4113-79 imposing special majority conditions, decisions are taken by a majority of the votes held by the members present or represented. In all cases, the Articles of Association may provide for a higher majority or even unanimity of the members…

Amendments to the Articles of Association require a majority of three quarters of the votes of the members present or represented. The adoption and amendment of the by-laws are decided by the same majority. An increase in shareholders’ commitments may only be decided unanimously.

At the end of each financial year, the manager(s) shall draw up, in accordance with the conditions laid down in the Articles of Association, the company’s annual accounts, a report on the results for the financial year and proposals for their allocation. Within two months of the end of the financial year, the documents referred to in the previous paragraph are submitted to the General Meeting for approval. To this…

Any member may, at any time, obtain copies of the documents referred to in Article R. 4113-46, the minute books, accounting records and documents and, more generally, any documents held by the company.

The remuneration paid on shares representing the contributions provided for in 1° of article R. 4113-36 may not exceed the rate on advances of securities from the Banque de France less two points. The remuneration of shares representing the contributions provided for in 2°, 3° and 4° of article R. 4113-36, as well as shares distributed following a capital increase, may not exceed this same rate increased by two points….