Sub-section 2: Obligations.

As stated in article L. 213-5 of the Monetary and Financial Code : ” Art. L213-5-Les obligations sont des titres négociables qui, dans une même émission, confèrent les mêmes droits de créance pour une même valeur nominale. “

On pain of nullity of the contracts entered into or the bonds issued, the issue of bonds by a joint stock company that has not drawn up two balance sheets duly approved by the shareholders must be preceded by a verification of the assets and liabilities. This verification shall be carried out by one or more commissaires (auditors) appointed by the body of the company empowered to decide on or…

The Board of Directors, the Management Board or the manager(s) are entitled to decide on or authorise the issue of bonds, unless the Articles of Association reserve this power to the General Meeting or the General Meeting decides to exercise it. The Board of Directors or the Management Board may delegate, to any person of its choice, the powers necessary to carry out, within a period of one year, the…

The company may not create any pledge on its own obligations.

Where the issuing company has continued to pay the proceeds of bonds redeemable as a result of a draw, it may not repeat such sums when such bonds are presented for redemption. Any clause to the contrary shall be deemed unwritten.

Bondholders of the same issue are grouped by operation of law, for the defence of their common interests, into a masse which enjoys civil personality. However, in the case of successive bond issues, the company may, where a clause in each issue contract so provides, group bondholders with identical rights into a single masse.

Decisions by the bondholders as a body are taken at a general meeting. However, these decisions may also be taken following a written consultation, including by electronic means, if the contract of issue so provides and in accordance with the timeframe and form defined therein.

The estate shall be represented by one or more agents appointed in accordance with Articles L. 228-50 and L. 228-51.

The mandate of representative of the general body may only be entrusted to persons who are nationals of a Member State of the European Union or domiciled in a Member State of the European Union, as well as to associations and companies having their registered office there.

The following may not be chosen as representatives of the general body of creditors: 1° The debtor company; 2° Companies owning at least one tenth of the capital of the debtor company or of which the latter owns at least one tenth of the capital; 3° Companies guaranteeing all or part of the commitments of the debtor company; 4° The managers, directors, members of the management board, supervisory board, general…