In application of Article L.22-10-11 of the French Commercial Code, matters that could be relevant in the event of a public offer are as follows:
| 1) Structure of the Company’s share capital | G. General information, paragraph 3.3, “Changes in the breakdown of share capital and voting rights during the last three years”, page 307. |
|---|---|
| 2) Restrictions in the Articles of Association on the exercise of voting rights and the transfer of shares or clauses of agreements brought to the Company’s knowledge in application of Article L.233-11 | G. General information, section 1, “Provisions on statutory shareholding thresholds (excerpt from Article 10a of the Articles of Association)”, page 304. |
| 3) Direct or indirect investments in the Company’s share capital of which it has knowledge by virtue of Articles L.233-7 and L.233-12 | G. General information, paragraph 3.3, “Crossing of shareholding thresholds”, page 307. |
| 4) The list of holders of any shares granting special control rights and description thereof | G. General information, paragraph 3.3, “Pledging of registered shares”, page 308. |
| 5) Control arrangements provided if there is an employee shareholding system in place, whenever rights to control are not exercised by the employees | G. General information, paragraph 3.3, “Employee shareholders”, page 307. |
| 6) Any agreements between shareholders of which the Company has knowledge and that could entail restrictions on the transfer of shares and the exercise of voting rights | G. General information, paragraph 3.3, “Shareholder agreements / concerted actions”, page 308. |
| 7) The rules applicable to the appointment and replacement of members of the Board of Directors and to amendments of the Articles of Association | C. Report on corporate governance, pages 130 to 171, and provisions of law and the Articles of Association. |
| 8) The powers of the Board of Directors, in particular for the issue or buy-back of shares | C. Report on corporate governance, paragraph 7.1 under “Summary table of delegations of authority to increase the share capital and other authorisations given to the Board of Directors”, page 169, and G. General information, paragraph 3.2, “Potential capital”, page 307. |
| 9) Agreements entered into by the Company that are amended or cease in the event of
a change of control of the Company, unless this disclosure would seriously undermine its interests, except when such disclosure is a legal obligation |
Notes J.25.1 (page 362), J.25.3 (page 365) and J.26.2 (page 366) to the consolidated financial statements, and D. Risk factors and management procedures, paragraph 1.7, “Financial and economic risks”, pages 181 and 182. |
| 10) Agreements providing for compensation payable to members of the Board of Directors or employees if they resign or are dismissed without valid grounds or if their employment is terminated due to a public tender or exchange offer | C. Report on corporate governance, pages 130 to 171. |
The formalities for shareholders to participate in the Shareholders’ General Meeting are described in Article 17 of the Company’s Articles of Association reproduced below:
“Shareholders’ General Meetings are called and take place in accordance with the legislation and regulations in force.
“The meetings are held either at the registered office or at another location specified in the notice of meeting.
“All shareholders may, regardless of the number of shares they own, participate in meetings personally or by proxy, on producing evidence of their identity and shareholding in the form of either:
“These formalities must be completed no later than midnight (Paris time) on the second business day before the meeting. Shareholders wishing to attend the meeting in person but who have not received their admission card by midnight (Paris time) of the second business day before the meeting will be issued a share ownership certificate, which they will need to present in order to attend and vote at the meeting. However, the Board of Directors may shorten or remove this time period provided that any such decision applies to all shareholders.
“If the Board of Directors so decides when the Shareholders’ General Meeting is called, individual shareholders may also take part in the meeting remotely via videoconferencing or vote by any telecommunication or electronic means including via the internet, in accordance with the applicable regulations in force at the time such means are used. Any such decision must be communicated in the notice of meeting and the invitation to the meeting.
“Postal votes may be cast, subject to the terms and conditions defined by law and regulations. Shareholders may transmit proxy forms and postal votes for every Shareholders’ General Meeting, under the conditions set out by law and regulations, either in paper form or, if the Board of Directors so authorises, by electronic means, including over the internet. Those shareholders who, within the required time period, use the electronic voting form on the website made available by the meeting centraliser, are counted as attending or represented shareholders. Shareholders may complete and sign the electronic voting form directly on the centralising bank’s website by any process determined by the Board of Directors that meets the conditions set forth in the first sentence of the second paragraph of Article 1316-4 of the French Civil Code and Articles R.225-77, subsection 2, and R.225-79 of the French Commercial Code and, more generally, the provisions of law and regulations in force. This process may include the use of a personal identifier and password.
“Proxy forms received and votes cast prior to the Shareholders’ General Meeting by electronic means, together with the acknowledgement of receipt provided, shall be considered as irrevocable acts enforceable with regard to all parties involved, it being specified that in the event of a sale of shares that takes place before the second business day prior to the meeting at midnight (Paris time), the Company shall invalidate or amend, as necessary, any proxy form or vote cast prior to such date and time.
“Shareholders’ General Meetings are chaired by the Chairman of the Board of Directors or, in his or her absence, by the Vice-Chairman of the Board of Directors, if a Vice-Chairman has been designated, or by a member of the Board of Directors specifically appointed by the Board to that effect. Failing that, shareholders elect their own Chairman.
“The minutes of the Shareholders’ General Meetings are drawn up and copies thereof are certified and delivered in compliance with regulations in force.”
