Information mentioned in Article L. 225-100-3 of the French Commercial Code

In accordance with Article L. 225-100-3 of the French Commercial Code, information relating to factors likely to have an impact in the event of a public offering is provided below.

  • Structure of the share capital and direct or indirect interests which the Company is aware of pursuant to Articles L. 233-7 and L. 233-12 of the French Commercial Code

The structure of the Company’s share capital and the interests that the Company is aware of pursuant to Articles L. 233-7 and L. 233-12 of the French Commercial Code are presented in point 4. of chapter 8.

  • Restrictions on the exercise of voting rights and transfers of shares provided in the bylaws – Clauses of the agreements of which the Company has been informed in accordance with Article L. 233-11 of the French Commercial Code

The provisions of the bylaws relating to shareholders’ voting rights are mentioned in point 1.11. above and in chapter 9. The Company has not been informed of any clauses as specified in paragraph 2 of Article L. 225-100-3 of the French Commercial Code.

  • Holders of securities conferring special control rights

Article 18 of the bylaws stipulates that double voting rights are granted to all the shares held in the name of the same shareholder for at least two years. Subject to this condition, there are no securities conferring special control rights as specified in paragraph 4 of Article L. 225-100-3 of the French Commercial Code.

  • Control mechanisms specified in an employee shareholding system

The rules relating to the exercise of voting rights within the Company collective investment funds are presented in point 5.1.6. of this chapter.

  • Agreements between shareholders which the Company is aware of and which could result in restrictions on the transfer of shares and exercise of voting rights

The Company is not aware of any agreements between shareholders as specified in paragraph 6 of Article L. 225-100-3 of the French Commercial Code which could result in restrictions on the transfer of shares and exercise of the voting rights of the Company.

  • Rules applicable to the appointment and replacement of members of the Company’s Board of Directors and amendment of the bylaws

No provision of the bylaws or an agreement made between the Company and a third party contains a specific provision relating to the appointment and / or replacement of the Company’s directors which is likely to have an impact in the event of a public offering.

  • Powers of the Board of Directors in the event of a public offering

No delegation of authority or authorization granted by the Shareholders’ Meeting which is currently in effect limits the powers of the Board of Directors over the Company’s shares during a public offering, except for the authorization for the Board to trade in shares of the Company.

  • Agreements made by the Company which are amended or terminated in the event of a change in control of the Company – Agreements providing for benefits for the members of the Board of Directors or employees if they resign or are dismissed without due reason or cause or if their employment ends as a result of a public offering

Although a number of agreements made by the Company contain a change in control clause, the Company believes that there are no agreements as specified in paragraph 9 or 10 of Article L. 225-100-3 of the French Commercial Code.