Subsection 3: Operation of the company

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.

The General Meeting is held at least once a year. It may also be convened at the request of one or more shareholders representing at least one third of the total number of shareholders or one third of the share capital. The request must indicate the proposed agenda. The procedure for convening the meeting is set out in the Articles of Association.

Minutes are drawn up of all deliberations of the General Meeting, signed by the shareholders present and containing, in particular: the date and place of the meeting, the items on the agenda, the identity of the shareholders 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 has…

Each shareholder has one vote. A shareholder may give a written mandate to another shareholder to represent him at the meeting. No member may hold more than two proxies. The General Meeting may only validly deliberate if at least three quarters of the shareholders are present or represented. If the quorum is not reached, the shareholders are convened once again and the meeting may validly deliberate if at least two…

Apart from the cases provided for by article 19 of law no. 66-879 of 29 November 1966 relating to sociétés civiles professionnelles and by article R. 6223-22 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 for all decisions or…

Any amendment to the Articles of Association must be decided by a majority of three quarters of the votes of the members present or represented. The adoption or amendment of by-laws is decided by the same majority. However, an increase in shareholders’ commitments may only be decided unanimously.

After the end of each financial year, the manager or managers 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 the allocation of the balance of accounts. Within three months of the end of the financial year, the documents referred to in the previous paragraph are submitted to…

Any shareholder may, at any time, obtain copies of the documents referred to in the previous article, 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. 6223-14 may not exceed the rate on advances of securities from the Banque de France less two points. The remuneration paid on shares representing the other contributions provided for in 2°, 3° and 4° of Article R. 6223-14 and on shares distributed following a capital increase may not exceed this same rate plus two points….