BPCE A JOINT STOCK COMPANY WITH A SHARE CAPITAL OF 157,697,890 REGISTERED OFFICE:

Transcription

1 Translated from the French BPCE A JOINT STOCK COMPANY WITH A SHARE CAPITAL OF 157,697,890 REGISTERED OFFICE: 50, avenue Pierre Mendès France Paris Registered in the PARIS Trade & Companies Register under number ARTICLES OF ASSOCIATION signature CERTIFIED TRUE COPY ARTICLES OF ASSOCIATION UPDATED ON JUNE 27, 2018

2 2. TABLE OF CONTENTS ARTICLE 1 FORM OF THE COMPANY... 9 ARTICLE 2 PURPOSE... 9 ARTICLE 3 NAME ARTICLE 4 REGISTERED OFFICES ARTICLE 5 DURATION ARTICLE 6 SHARE CAPITAL ARTICLE 7 CAPITAL INCREASE ARTICLE 8 PAYING-UP OF SHARES ARTICLE 9 AMORTIZATION AND REDUCTION OF CAPITAL ARTICLE 10 FORM AND CONVEYANCE OF SECURITIES FORM OF THE SECURITIES - REGISTRATION IN ACCOUNT CONVEYANCE OF SECURITIES ARTICLE 11 INDIVISIBILITY OF SHARES ARTICLE 12 RIGHTS ATTACHED TO THE SHARES ARTICLE 13 SHAREHOLDERS' LIMITED LIABILITY ARTICLE 14 COMPOSITION OF THE MANAGEMENT BOARD AND AGE LIMIT THE OFFICE OF CHAIRMAN COMPOSITION PLURALITY OF OFFICES ARTICLE 15 APPOINTMENT TERM IN OFFICE OF THE MEMBERS OF THE MANAGEMENT BOARD 20 ARTICLE 16 ORGANIZATION OF THE MANAGEMENT BOARD ARTICLE 17 FUNCTIONING OF THE MANAGEMENT BOARD CONVENING AND CONDUCTING MEETINGS QUORUM MAJORITY REPRESENTATION ARTICLE 18 POWERS OF THE MANAGEMENT BOARD ARTICLE 19 REMUNERATION OF THE MEMBERS OF THE MANAGEMENT BOARD ARTICLE 20 LIABILITY OF THE MEMBERS OF THE MANAGEMENT BOARD ARTICLE 21 COMPOSITION OF THE SUPERVISORY BOARD AND AGE LIMIT ARTICLE 22 OTHER CONDITIONS FOR APPOINTING THE MEMBERS OF THE SUPERVISORY BOARD OWNERSHIP OF SECURITIES LIMIT ON PLURALITY OF OFFICES INCOMPATIBILITIES PROHIBITIONS ACCESS TO THE SUPERVISORY BOARD BY LEGAL ENTITIES ARTICLE 23 METHODS FOR APPOINTING THE MEMBERS OF THE SUPERVISORY BOARD THEIR TERM IN OFFICE GENERAL PROVISIONS TEMPORARY APPOINTMENT IN THE EVENT OF THE VACANCY OF A SEAT ARTICLE 24 ORGANIZATION OF THE SUPERVISORY BOARD... 25

3 3. ARTICLE 25 FUNCTIONING OF THE SUPERVISORY BOARD NOTICES QUORUM MAJORITY - REPRESENTATION ARTICLE 26 RECORDING THE PROCEEDINGS MINUTES COPIES EXTRACTS - REGISTERS ARTICLE 27 MISSIONS OF THE SUPERVISORY BOARD GENERAL INFORMATION POWERS SPECIFIC TO THE SUPERVISORY BOARD DECISIONS REQUIRING A SIMPLE MAJORITY DECISIONS REQUIRING A QUALIFIED MAJORITY REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD LIABILITY OF THE MEMBERS OF THE SUPERVISORY BOARD SUPERVISORY BOARD COMMITTEES ARTICLE 28 OBSERVERS APPOINTMENT TERM OF OFFICE DURATION MISSIONS ARTICLE 29 APPOINTMENT AND POWERS ARTICLE 30 SHAREHOLDERS MEETINGS ARTICLE 31 SPECIAL MEETINGS OF A CLASS SHAREHOLDERS AND B CLASS SHAREHOLDERS ARTICLE 32 THE FINANCIAL YEAR ARTICLE 33 ALLOCATION AND DISTRIBUTION OF DISTRIBUTABLE SUMS ARTICLE 34 DISSOLUTION ARTICLE 35 LIQUIDATION ARTICLE 36 JURISDICTION & ELECTION OF DOMICILE... 39

4 4. ARTICLES OF ASSOCIATION PRELIMINARY SECTION DEFINITIONS For the purposes of these Articles of Association: "Shares" "Class A Shareholder" "Class B Shareholder" "Minority Shareholders" "Class A Shares" "Class B Shares" "Preference A Shareholders" "Preference B Shareholders" "Banque Populaire banks" "Beneficiary(ies)" "Pre-empting Beneficiaries " Means the ordinary or preferred shares issued by the Company (including Class A shares and Class B Shares). Means the Caisses d Epargne et de Prévoyance. Means the Banque Populaire banks and Minority Shareholders. Means the Company's shareholders other than the Caisses d Epargne et de Prévoyance and the Banque Populaire banks. Means the shares owned by the Class A Shareholders and issued by the Company in accordance with Articles L et seq. of the Commercial Code, the particular rights of which are set out in Article 12.2 of these Articles of Association Means the shares owned by the Class B Shareholders and issued by the Company in accordance with Articles L et seq. of the Commercial Code, the particular rights of which are set out in Article 12.2 of these Articles of Association Has the meaning attributed to this term in Article 7.4 (i). Has the meaning attributed to this term in Article 7.4 (ii). Means the Banque Populaire banks, such as referred to in Articles L et seq. of the Monetary & Financial Code (including BRED Banque Populaire, CASDEN Banque Populaire and Crédit Coopératif). Depending on the case, has the meaning attributed to this term in Article (a) of these Articles of Association. Has the meaning attributed to this term in Article (c).

5 5. "Caisses d Epargne et de Prévoyance" "Potential Assignor" "To Assign" Means the Caisses d Epargne et de Prévoyance, such as referred to in Articles L et seq. of the Monetary & Financial Code. Has the meaning attributed to this term under Article of these Articles of Association. Means to carry out an assignment. "Observer A" Has the meaning attributed to this term in Article "Observer B" Has the meaning attributed to this term in Article "Conveyance" "Free Conveyance" Means any legal operation the purpose or effect of which is to transfer, directly or indirectly, the ownership, bare ownership, beneficial ownership or possession of Securities issued by the Company, such as, in particular but not limited to, the sale, exchange, donation, rental, liquidation, waiver of any pre-emptive subscription right in favor of a designated person, the partitioning of a community estate, inheritance, contribution or transmission, merger, spin-off, partial business transfer or any equivalent operation, the voluntary or forced sale by auction, the creation of all sureties or other real rights. Means any Conveyance of Security(ies) among shareholders of the same category. "Potential Assignee" Has the meaning attributed to this term in Article "Control" Has the meaning attributed to this term in Article L I and II of the Commercial Code. "Essential Decisions" Has the meaning attributed to this term in Article "Important Decisions" Has the meaning attributed to this term in Article "Pre-emption Period" "Pre-emptive Right" "Unexercised A Share Subscription Rights" "Unexercised B Share Subscription Rights" "Voting Right" "Affiliated Institutions" "Subsidiary" Has the meaning attributed to this term in Article (c). Has the meaning attributed to this term in Article (b). Has the meaning attributed to this term in Article 7.4 (i). Has the meaning attributed to this term in Article 7.4 (ii). Has the meaning attributed to this term in Article (b). Means all credit institutions affiliated with the Company in accordance with Articles L and L of the Monetary & Financial Code. Of an entity means the companies directly or indirectly controlled by this entity.

6 6. "Group" "Members of Supervisory Board A" "Members of Supervisory Board B" Means, collectively, the Company, its Subsidiaries and Affiliated Institutions as well as the other members of the Networks. Has the meaning attributed to this term in Article 21. Has the meaning attributed to this term in Article 21. "Notice of Conveyance" Has the meaning attributed to this term in Article "Notice of Exercise" "Operation" Has the meaning attributed to this term in Article (c). Means: - any capital investment or divestment project, any consideration project, merger, split, or restructuring, any joint-venture or Partnership project, carried out by the Company or its Subsidiaries; - the negotiation or conclusion of national or international agreements on behalf of the Caisses d Epargne et de Prévoyance, Banque Populaire banks and Affiliated Institutions; - and, in each case, the related or subsidiary operations; - acquisitions, disposals, purchase and disposal of equity interests carried out by the Banque Populaire banks and Caisses d Epargne in credit institutions, financial companies, insurance companies, investment service providers, portfolio management or fund management companies, acquisitions or disposals of branches, banks, branches of client activity, carried out directly or indirectly; - acquisitions and purchases of equity interests in industrial or commercial companies carried out by the Banque Populaire banks and Caisses d Epargne; and - acquisitions and purchases of equity interests carried out by the Banque Populaire banks and Caisses d Epargne in companies, whatever their form or purpose, whose Articles of Association or legal form entail the unlimited liability of associates (not limited to the amount of their contribution). Given that the following purchases of equity interests carried out by the Banque Populaire banks and Caisses d Epargne do not constitute Operations within the meaning of these Articles of Association: - purchases of equity interests carried out in respect of venture capital operations;

7 7. - equity interests in non-trading companies or similar structures involving operational real estate assets; - equity interests in non-trading real estate companies or similar structures, when these equity interests are related to a financing operation in which Banque Populaire banks or Caisses d Epargne participate, or involve operational or residential real estate assets; - equity interests in local semi-public companies whose purpose is to establish a commercial relationship related to a financing or flow management operation; and - equity interests in HLM social housing companies whose responsibility does not exceed that of the purchasing institution. "Complex Operation" "Partnership" "Period of Non- Transferability" "Banque Populaire Network" "Caisses d Epargne Network" "Networks" Means any Conveyance of Securities in which the consideration offered would not consist exclusively in a price in cash, or for which this consideration would not be offered solely in payment of the Conveyed Securities. Means any industrial cooperation agreement or any agreement having a capitalistic aspect between the Company or its Subsidiaries, on the one hand, and a third party, on the other hand, (i) to be signed by the company representatives of the Company or of one of its Subsidiaries (or requiring a special delegation of powers on their part), (ii) involving more than three business divisions (among the following business divisions: retail banking, insurance, real estate, investment banking, finance banking, asset management and banking services & securities) or of a significant or structuring nature on the Group s level and (iii) having an impact on the Group s strategy or economic and financial situation. Means the period beginning on July 31, 2009 and ending on July 31, Has the meaning attributed to this term in Article L of the Monetary and Financial Code. Has the meaning attributed to this term in Article L of the Monetary and Financial Code. Means collectively the Caisses d Epargne and Banque Populaire networks (including the Company). "Company" Has the meaning attributed to this term in Article 1. "Security" Means the Class A Shares and Class B Shares as well as any simple or composite company share, stock or security giving access or liable to give access, immediately or in the future, directly or indirectly, by conversion, exchange, reimbursement, repayment, presentation or exercise of a warrant or any other manner, to shares

8 8. or securities representing a portion of the Company s share capital or voting rights or to a portion of its profits. "Securities Conveyed" "Market Value" Has the meaning attributed to this term in Article (ii). Has the meaning attributed to this term in Article (c).

9 9. SECTION I FORM, PURPOSE, NAME, REGISTERED OFFICES, DURATION ARTICLE 1 FORM OF THE COMPANY BPCE (the "Company") is a joint stock company with a Management Board and a Supervisory Board, governed by laws and regulations in force, and notably by the provisions of the Commercial Code pertaining to trading companies, the provisions of the Monetary & Financial Code pertaining to credit institutions, and in particular, Book V, Section 1 of said Code, and their enactments, as well as by these Articles of Association ARTICLE 2 PURPOSE The Company s mission is to promote the activity and development of the cooperative group consisting of the Caisses d Epargne et de Prévoyance Network and the Banque Populaire Network, the Affiliated Institutions, as well as, more generally speaking, the other entities which it controls. The Company's purpose is: 1 - To be the central body in the Caisses d Epargne Network and in the Banque Populaire Network and Affiliated Institutions, as per the Monetary & Financial Code. In this capacity, and pursuant to Articles L et seq. and Article L of the Monetary & Financial Code, it is responsible in particular: - For defining the Group s policy and strategic orientations as well as of each of the Networks composing it; - For coordinating the sales policies of each of these Networks and taking all useful measures for developing the group, in particular by acquiring or owning strategic holdings; - For representing the Group and each of the Networks to defend their common rights and interests, in particular with market organizations, as well as negotiating and concluding national and international agreements; - For representing the Group and each of the Networks as employer to defend their rights and common interests and to negotiate and conclude collective branch agreements on their behalf; - For taking all measures necessary for guaranteeing the Group s liquid assets as well as that of each of the Networks and, for this purpose, for determining the rules for managing the Group s liquid assets, in particular by defining the principles and procedures for investing and managing the cash assets of the establishments that make up the Group and the conditions under which these establishments may carry out operations with other credit institutions or investment undertakings, carrying out securitization operations, including issuing financial instruments, and carrying out all financial operations which are necessary for managing liquid assets; - For taking all measures necessary for guaranteeing the Group s solvency as well as that of each of the Networks, in particular by implementing the appropriate internal solidarity mechanisms internal to the Group and by creating a guarantee fund common to the two Networks for which it determines the operating rules, procedures for use complementary to the funds provided for under Articles L and L.

10 , and contributions of the Affiliated Institutions for the appropriation and reconstitution thereof; - For defining the organization principles and conditions of the Group s internal control system and those of each of the Networks as well as controlling the organization, management and quality of the financial position of the Affiliated Institutions in particular through on-site audits within the scope of intervention defined in paragraph four of Article L ; - For defining the policy and principles for managing risks as well as the limits thereon for the Group and each of the Networks and seeing to the continuous supervision thereof on a consolidated basis; - For approving the Articles of Association of the Affiliated Institutions and local savings companies as well as the amendments to be made therein; - For approving the persons called upon, in accordance with Article L , to effectively determine the orientation of the activity of the Affiliated Institutions; - For calling up the contributions necessary for the performance of its missions as a central body; - For seeing to the application, by the Savings Banks, of the missions set forth in Article L To be a credit institution approved as a bank. In this capacity, it exercises, both in France and abroad, the prerogatives conferred upon the banks under the Monetary & Financial Code, and provides the investment services stipulated in Articles L and L of the aforementioned Code; it acts as a central bank for the Networks and more generally for the Group; 3 - To be an insurance broker, in accordance with the regulations in force; 4 - To pursue an activity as broker in real estate transactions, in accordance with the regulations in force; 5 - To purchase holdings, both in France and abroad, in all French or foreign companies, all groups or associations contributing to the foregoing purposes or in the Group s development, and more generally speaking to carry out all operations of any nature whatsoever relating directly or indirectly to these purposes or liable to facilitate the development or achievement thereof. ARTICLE 3 NAME The Company s name is: BPCE. All acts and documents issued by the Company must mention the company s name, immediately preceded or followed by the words joint stock company or the initials S.A. and a statement of the amount of the share capital. Furthermore, the company s form is indicated by the words joint stock company with a Management Board and a Supervisory Board.

11 11. ARTICLE 4 REGISTERED OFFICES 1 - The Company s registered offices are established in Paris (13th arrondissement), at 50 avenue Pierre Mendès France. 2 - They may be transferred to any other place in the same département or in a bordering département by decision of the Supervisory Board, subject to the ratification of this decision by the next ordinary general shareholders meeting. They may be transferred to any place in France by decision of the extraordinary general shareholders meeting. ARTICLE 5 DURATION 1 - The Company s duration has been set at ninety nine (99) years, beginning on the date of its registration in the Trade & Companies Register, except in the cases of dissolution or extension provided for in these Articles of Association. 2 - At least one year prior to the lapsing of this period, the extraordinary shareholders meeting will decide, on the conditions required for amending the Articles of Association, whether the Company s duration must be extended or not. Should the Management Board fail to call for this decision, any shareholder may, after formal notice by registered letter which has remained without effect, petition the Chief Judge of the Commercial Court, ruling on application, to appoint a Court representative responsible for consulting the shareholders and calling for a decision on their part on the issue at hand. SECTION II CAPITAL ARTICLE 6 SHARE CAPITAL 1 The share capital has been set at one hundred and fifty-seven million six hundred and ninetyseven thousand eight hundred and ninety euros ( 157,697,890). 2 It is divided into 31,539,578 Shares of a par value of five euros ( 5) each, entirely paid up, broken down into two categories: - 15,769,789 Class A Shares; and - 15,769,789 Class B Shares.

12 12. SECTION III INCREASE, REDUCTION OF CAPITAL CONVEYANCE OF SHARES ARTICLE 7 CAPITAL INCREASE 1 - The share capital may be increased by all processes and according to all procedures authorized by law and the regulations. 2 - Capital increases are carried out notwithstanding the existence of share fractions. The shareholders who do not have the exact number of subscription or allotment rights necessary for obtaining the issuing of a full number of new Shares, undertake personally to acquire or convey the necessary rights. 3 - In the event of a contribution in kind or of stipulations of particular benefits, one or more transfer agents are appointed in accordance with the provisions of Article L of the Commercial Code 4 - In the event of a capital increase in cash, maintaining the preferred subscription right: (i) (ii) In the event that certain A Class Shareholders failed to exercise all the subscription rights as of right to which the A Class shares owned by these shareholders entitle them ("Unexercised A Share Subscription Rights"), the Class A Shareholders who have exercised all of their subscription rights as of right attached to all the Shares they own ("Preference A Shareholders") may exercise the Unexercised A Subscription Rights subject to allocation, by priority over the other shareholders. Consequently, the A Share Subscription Rights Not Exercised will be allotted to the Preference A Shareholders who have exercised their preferred pre-emptive right subject to allocation, within the limit of their requests. In the event that these requests were to exceed the number of Non-exercised A Pre-emptive Rights, these rights will be broken down among the Preferred A Shareholders in accordance with the procedure described in paragraph four of Article (c) which will apply mutatis mutandis. In the event that these requests did not amount to the number of Unexercised A share Subscription Rights, the Unexercised A share Subscription Rights which are not exercised by the Pre-emptive A Shareholders subject to allocation and by priority may be exercised subject to allocation by the B Class Shareholders. In the event that certain B Class Shareholders failed to exercise all of the subscription rights as of right to which the B Class Shares owned by these shareholders entitle them ("Unexercised B Share Subscription Rights"), the B Class Shareholders who have exercised all of their subscription rights as of right attached to all the shares they own ("Preference B Shareholders") may exercise the Unexercised B share Subscription Rights subject to allocation and by priority over the other shareholders. Consequently, the B Subscription Rights not exercised will be allotted to the Preference B Shareholders who have exercised their pre-emptive right subject to allocation, within the limit of their requests. In the event that these requests were to exceed the number of Unexercised B Subscription Rights, these rights will be broken down among the Preference B Shareholders in accordance with the procedure described in paragraph four of Article (c) which will apply mutatis mutandis. In the event that these requests did not amount to the number of Unexercised B Subscription Rights, the B Subscription Rights which are not exercised by the Preference B Shareholders subject to allocation and by priority may be exercised subject to allocation by the A Class Shareholders.

13 The shareholders may decide, on the conditions determined in the Commercial Code, to issue preference shares with or without voting rights, the prerogatives of which they will determine. ARTICLE 8 PAYING-UP OF SHARES 1 - Amounts owing to pay up Shares in cash subscribed as part of a new issue are payable in accordance with the terms specified by the extraordinary shareholders meeting. 2 - At the time of subscription, the initial payment may not be less than one-fourth of the par value of the Shares; it includes, as the case may be, the entire amount of the share premium. 3 - Except with respect to the initial payment, each shareholder will be notified of the percentages called-up and the date on which the corresponding sums are due at least fifteen (15) days prior to the due date for payment. A shareholder who does not pay for the Shares he owns on the due date for payment, will, by operation of the law and without prior formal notice, be assessed interest on arrears calculated daily on the basis of a 360-day year beginning on the due date, at the legal interest rate plus three (3) points, or, failing this, the highest increase legally authorized, without prejudice to separate action by the Company against the defaulting shareholder and the measures of enforcement provided by law. ARTICLE 9 AMORTIZATION AND REDUCTION OF CAPITAL 1 - Capital may be amortized in accordance with the conditions defined by law and any regulations that apply. 2 - Any reduction in capital will be authorized or decided by the extraordinary shareholders meeting, which can delegate full powers to the Management Board to implement the reduction. In no event shall the reduction undermine equal treatment among shareholders. ARTICLE 10 FORM AND CONVEYANCE OF SECURITIES 10.1 Form of the Securities - Registration in account The Securities issued by the Company shall be registered securities. They are entered into an account in a register and shareholders accounts will be kept by the Company or by an approved intermediary Conveyance of Securities General Principles The Conveyance of Securities is carried out by means of a transfer order signed by the assignor or his representative. If the Securities are not fully paid-up, the transfer order is also signed by the assignee or his representative. Notice of any Conveyance of Securities (including any Free Conveyance) must be provided by the Assignor (the Potential Assignor ) to the Company with a copy to the Chairman of the Supervisory Board ( Notice of Conveyance ), this Notice of Conveyance shall indicate: (i) The name or company name and address of the domicile or registered offices of the beneficiary(ies) of the Conveyance (the "Potential Assignee") and, where the beneficiary is a legal entity, its Trade & Companies Register serial number (or any equivalent foreign register) and all information necessary for determining the identity of the person who exercises ultimate Control over the Potential Assignee;

14 14. (ii) (iii) (iv) The number and nature of the Securities to be Conveyed (the Securities Conveyed ); The nature of planned Conveyance; and The price or, in the case of a Complex Operation, the price per Security retained for Conveyance, as well as the other conditions of this Conveyance, and in particular any representations and guarantees made by the Potential Assignor to the Potential Assignee. The Company will forward the Notice of Conveyance to the shareholders within five (5) days. To be deemed in order, any Conveyance of Securities will adhere to the following provisions of the Articles of Association as well as the provisions of the Monetary and Financial Code. Any Conveyance of Securities made in breach of these stipulations and provisions will be automatically held to be null and void and unenforceable against the Company. Any time-scale stipulated in these Articles of Association will be understood as a period of clear days (the starting date of which is not taken into account for the calculation thereof) and ends on the last day of this period at 11:59 p.m. (French time). If these Articles of Association refer to a number of days, this number will refer to calendar days Free Conveyances Free Conveyances will not be subject to the limitations laid down in Articles , and (with the exception of the intra-group Pre-emptive Right referred to in Article (d)); however, notice thereof will be provided by the Company within five (5) days of completing the Conveyance and will be subject to the Pre-emptive Right reserved to the shareholders of the same class as the Potential Assignor pursuant to Article (d) Non-transferability Throughout the Non-Transferability Period, the Securities cannot be Conveyed in any manner other than a Free Conveyance Approval 1 - Any Conveyance of Securities other than (i) a Free Conveyance, (ii) the allotment of Shares to successors and assigns following the partitioning of an estate or the liquidation of a matrimonial scheme, or (iii) a Conveyance either to a spouse or to a relative in the ascending or descending line, is subject to the approval by a qualified majority of the Company s Supervisory Board as defined in Article The Supervisory Board must rule on the approval in accordance with conditions set out in Article 27.4 below and will notify its decision to the Potential Assignor within six (6) months following receipt of the Notice of Conveyance. For this purpose, the Chairman of the Supervisory Board will convene the Supervisory Board within a period compatible with the six (6)-month period referred to in the preceding paragraph, and notify the Potential Assignor of the decision of the Supervisory Board at the end of the meeting of the Supervisory Board which has voted on the request for approval. The Supervisory Board cannot come to a decision on the approval prior to the expiry of the Pre-emption Period (such as defined in Article (c)). If, pursuant to Article , all the Securities which the Pre-empting Beneficiaries have stated they are ready to pre-empt exceeds or is equal to the number of Securities

15 15. Conveyed, approval of the planned Conveyance will no longer be required, unless the Securities Conveyed were not ultimately pre-empted due to a waiver of preemption by the Pre-empting Beneficiaries pursuant to paragraph seven of Article (c). Failure to notify the Potential Assignor of the decision of the Supervisory Board within six (6) months following the Notice of the request for approval, amounts to an approval. The Supervisory Board need not justify its decision. 2 - If the Potential Assignee is approved, the Conveyance can take place in favor of the Potential Assignee, but only under the conditions set forth in the Notice of Conveyance and within two (2) months following notice of the decision of the Supervisory Board to the Potential Assignee, failing which a new approval would be required. 3 - In the event that approval of the Potential Assignee is denied, the Management Board is required, within a period of three (3) months after issuing the notice denying approval, to have the Conveyed Securities purchased either by one or more A Class Shareholders or B Class Shareholders, or, if all or a part of the Conveyed Securities are not purchased by these shareholders, by one or more third parties. Failing agreement, the price of the Conveyed Securities is determined by an expert in accordance with the provisions of Article of the Civil Code. Half of the costs of the expert s intervention will be borne by the Potential Assignor, and half by the Potential Assignee. The Company may also redeem the Conveyed Securities with the approval of the Potential Assignor, with a view to reducing capital. If the parties are unable to come to an agreement, the redemption price will be determined under the conditions laid down by Article of the Civil Code. If, at the expiry of a three (3)-month period following the notice denying approval, all of the Securities Conveyed are not redeemed in accordance with this paragraph 3 -, approval will be considered as granted. However, this three (3)-month period may be extended at the Company s request by summary judgment of the Chief Judge of the Commercial Court. 4 - The Potential Assignor may notify the Company at any time that he intends to forgo the Conveyance plan Pre-emptive Right (a) Pre-emptive Right in cases of the Conveyance of Security(ies) other than Free Conveyances Without prejudice to the stipulations of Article , in the event that, at the end of the Non-Transferability Period, a shareholder plans to Convey Securities (other than by Free Conveyance), this shareholder, as a Potential Assignor shall, before being able to carry out the planned Conveyance, allow for the exercise of a pre-emptive right in favor of the shareholders of its Class (including the Potential Assignee if he is a Shareholder of the said Class) (the Pre-emptive Right Beneficiaries ). (b) Definitions specific to Article For the purposes of this Article :

16 16. The Pre-emptive Right stipulated in Article (a) is referred to as the "Pre-emptive Right". "Voting Right" means a right to vote in the Company s ordinary general shareholders meeting. (c) Implementation of Conveyance of Securities other than Free Conveyances (i) At the time of the receipt of the Notice, each of the Pre-Emptive Right Beneficiaries will be entitled to three (3) months (the "Pre-emption Period") in which to notify the Potential Assignor, with a copy to the Chairman of the Supervisory Board, of the exercise of its Preemptive Right in respect of the Conveyed Securities (the "Notice of Exercise"). In order to be valid, the Notice of Exercise shall be irrevocable and unconditional (subject to the provisions which apply to the following Complex Operations), be binding upon said Beneficiary for the entire period necessary for carrying out the sale in accordance with the terms of the Pre-emptive Right, and indicate precisely the maximum number of Conveyed Securities which the said Beneficiary desires to pre-empt. The Pre-emptive Right shall be effectively implemented only on the condition that the Notices of Exercise, taken together, sent to the Potential Assignor within the aforementioned three (3)-month period by all or some of the Pre-emptive Right Beneficiaries, covers at least the full number of Conveyed Securities. If the condition referred to in the preceding paragraph is satisfied, the Pre-emptive Right will be exercised by the Pre-emptive Right Beneficiaries who have validly sent a Notice of Exercise to the Potential Assignor (the Pre-empting Beneficiaries") under the same conditions, in particular in terms of price, as those appearing in the Notice, on the condition, however, that (i) said exercise of the Pre-emptive Right is, in all cases, in the form of a sale of the Conveyed Securities by the Potential Assignor to the Pre-empting Beneficiaries and that (ii) in the case of a Complex Operation, the price per Security Concerned is equal to its monetary equivalent and paid in cash. (ii) If the total of the conveyed Securities for which the Pre-empting Beneficiaries have stated they are prepared to pre-empt is greater than or equal to the number of Conveyed Securities, the Conveyed Securities will be allotted between the Pre-empting Beneficiaries by the Chairman of the Supervisory Board as follows: (a) in proportion to the number of Voting Rights held by each Pre-empting Beneficiary, compared to the number of Voting Rights owned by all the Pre-emptive Right Beneficiaries having pre-empted, but (b) within the limit of the maximum number of Securities which each pre-empting Beneficiary has indicated in its Notice of Exercise that it wishes to pre-empt. If, at the end of this allocation process, Conveyed Securities remain which have not been allotted to the Pre-empting Beneficiaries, while some of them have not been granted the total number they have requested such as referred to in their Exercise Notice, then the Conveyed Securities which have not been allotted will again be distributed among the Pre-empting Beneficiaries whose requests have not been totally met, (a) in proportion to the number of Voting Rights held by each of these Pre-empting Beneficiaries compared to the number of Voting Rights owned by all the Pre-empting Beneficiaries, but (b) up to the limit of the requests of each party, such as referred to in their Notice of Exercise. This distribution process shall be repeated until all the Conveyed Securities have been allotted to the Pre-empting Beneficiaries or, failing this, until all the requests of the Pre-empting Beneficiaries have been met, such as referred to in their Notice of Exercise. In the case of share fractions, the Conveyed Securities constituting fractions will be allotted as a matter of course to the Pre-empting Beneficiary who has requested the greatest number of securities or, in the event of a tie, to the Pre-empting

17 17. Beneficiary who owns the greatest number of Securities, or, in the event of a tie, to the party who was the first to provide notice of its intention to exercise its Pre-emptive Right. In the case of a Complex Operation, failing agreement of one of the Pre-empting Beneficiaries regarding the value per Conveyed Security indicated in the Notice, the said Pre-empting Beneficiary concerned may, within the Pre-emption Period, notify the Potential Assignor in writing of his request to have the price of the Conveyed Securities (i.e. the monetary equivalent of the consideration proposed by the Potential Assignee for the Conveyed Securities) determined in accordance with the expert procedure referred to in the following paragraph. In the case referred to in the preceding paragraph, the price of the Conveyed Securities (the "Market Value") will be determined by an expert designated by joint agreement of the Potential Assignor and the Pre-empting Beneficiaries or, if they are unable to come to an agreement, by the Chief Judge of the Commercial Court of Paris at the request of the most diligent shareholder concerned via the imposition of interim relief without appeal in accordance with the provisions of Article 1592 of the Civil Code. The third party expert shall set the price of the Conveyed Securities and this, to the extent possible, within thirty (30) business days following acceptance of his assignment. The Market Value will be final and imposed definitively upon the Potential Assignor and all the Pre-empting Beneficiaries, whether or not they have requested an expert s intervention. The expert shall not apply an illiquidity or minority discount from par. The Potential Assignor shall then be entitled to ten (10) business days beginning on the date of receipt of the final determination of the Market Value, to abandon, if he so wishes, his entire Conveyance project. Failing notice in writing to the Pre-empting Beneficiaries from the Potential Assignor of his intention to abandon or to go ahead with his Conveyance project by this deadline, the Conveyance project will be considered as abandoned and shall, as the case may be, be again subject to the Pre-emptive Right procedure established in this Article If the Potential Assignor decides to go ahead with his Conveyance Project, he shall notify each Pre-empting Beneficiary accordingly in writing with a copy to the Chairman of the Supervisory Board within the period of ten (10) business days referred to above. Each of the Pre-empting Beneficiaries will then be entitled to a period of one (1) month following receipt of this notice to send a notice to the Potential Assignor confirming the exercise of his Pre-emptive Right, or, contrariwise, that he is at last waiving its right to exercise it. Failing such notice by a Pre-empting Beneficiary within the aforementioned period of one (1) month, this Pre-empting Beneficiary will be considered as having confirmed his exercise of its Pre-emptive Right. In the event that one of the Pre-empting beneficiaries were to end up waiving its Pre-emptive Right following the aforementioned expert procedure, the Conveyed Securities which should have been allotted to this Preempting Beneficiary in accordance with the foregoing distribution rules will be distributed among the Pre-empting Beneficiaries who have not waived their Pre-emptive Right, according to the same rules. The costs and fees of the expert will be borne by the Pre-empting Beneficiaries in proportion to their holding in the company, unless the Potential Assignor were to forego his Conveyance project, in which case these costs will be borne in their entirety by the Potential Assignor. (iii) In the event that the Beneficiaries exercise their Pre-emptive Right, the sale of the Conveyed Securities shall be completed by the latest of the three following dates at the latest: (i) two (2) months following the date of the expiry of the Pre-emption Period; (ii) forty-five (45) business days following the date on which the third-party expert determines the Market Value; and (iii) fifteen (15) days following the date of the obtaining of all the administrative authorizations required, as the case may be, under the applicable provisions of

18 18. law. If actual completion of the sale of the Conveyed Securities does not take place within the periods of either two (2) months or thirty (30) business days referred to in (i) and (ii) above, respectively, or if all the administrative authorizations required under the applicable provisions of law are obtained within (6) months of the date of the expiry of the Pre-emption Period, without this being the doing of the Potential Assignor, the Potential Assignor will be free to make the Conveyance of the Conveyed Securities to the Potential Assignee on the conditions stipulated in the Notice. (d) Notices ARTICLE 11 Pre-emptive Right internal to the groups of A Shareholders and B Shareholders in the event of a Free Conveyance Except in the event of merger internal to the groups of A Shareholders and B Shareholders, where an A Shareholder (or, respectively, a B Shareholder) were to plan to make a Free Conveyance to a holder of shares of the same class, this shareholder must, before going ahead with the planned Conveyance, permit the exercise of a pre-emptive right in favor of the other shareholders in this shareholder s class (including the Potential Assignee) by applying, mutatis mutandis, the stipulations of this Article All communications, statements and notices arising out of the application of the provisions of this Article 10.2 shall be made by Registered Letter, Return Receipt requested, or via a process served by a bailiff. The notification date is the date of the first attempt to deliver the registered letter or, as the case may be, the date on which the bailiff attempts to serve the process. INDIVISIBILITY OF SHARES The Securities are indivisible in the Company s eyes. The Voting Right attached to a Security belongs to the beneficial owner in ordinary general shareholders meetings and to the bare owner in extraordinary general shareholders meetings. The co-owners of joint shares are represented in the General Shareholders Meetings by one of them or by a sole representative, in accordance with law. The Voting Right is exercised by the owner of the Securities pledged. For this purpose, at debtor s request, the pledgee will deposit the Securities pledged to him in the manner and within the deadlines laid down by applicable regulations. ARTICLE 12 RIGHTS ATTACHED TO THE SHARES 12.1 Rights Attached to all Shares 1 - Each Share entitles its owner to a share in the ownership of the company s assets and liquidating surplus, which is proportional to the number of existing shares. 2 - Each time it is necessary to own a certain number of Shares to exercise a right, it is up to the owners who do not own this number to personally undertake to group together the required Shares and possibly to purchase or sell the number of necessary securities or rights, in the respect of the conditions set forth in Article 10 of these Articles of Association Rights Attached to Class A Shares and Class B Shares 1 - With the exception of the particular rights specifically attributed to the A Class Shares, on the one hand, and to the B Class Shares, on the other, under Articles 7.4 -, , 21, 23.2, 25.2,

19 and 31 of these Articles of Association, the A Class Shares and B Class Shares enjoy the same rights. 2 - Without prejudice to Article 31, the particular rights attributed specifically to the A Class Shares on the one hand and to the B Class Shares on the other under Articles 21 and 28.1 of these Articles of Association, are exercised in the ordinary general shareholders meetings in accordance with Article 30 of these Articles of Association. 3 - Each A Class Share and each B Class Share entitles its owner to a vote in Shareholders Meetings. 4 - In accordance with Article L of the Commercial Code, the rights of the A Class Shareholders cannot be modified without the approval of the special shareholders meeting. 5 - In accordance with Article L of the Commercial Code, the rights of the B Class Shareholders cannot be modified without the approval of the special shareholders meeting. ARTICLE 13 SHAREHOLDERS' LIMITED LIABILITY The Shareholders are liable only up to the amount of the capital represented by the Shares they own. SECTION IV ADMINISTRATION AND SUPERVISION OF THE COMPANY SUB-SECTION I THE MANAGEMENT BOARD ARTICLE 14 COMPOSITION OF THE MANAGEMENT BOARD AND AGE LIMIT THE OFFICE OF CHAIRMAN 14.1 Composition The Management Board is composed of two (2) to five (5) members who are natural persons. The Supervisory Board appoints the Chairman of the Management Board. The maximum age limit for the members of the Management Board is 65. When the member concerned has reached the age limit, he will be automatically deemed to have resigned as of the date of the next meeting of the Supervisory Board, which sees to his replacement. The members of the Management Board may be selected outside the shareholders ranks Plurality of offices The members of the Management Board may occupy other offices subject to adherence to the body of laws and regulations in force. A member of the Management Board cannot hold similar offices or the position of managing director, executive vice president or sole managing director within a Caisse d Epargne et de Prévoyance or a Banque Populaire bank. Any natural person who violates the foregoing provisions must, within three months of his appointment, resign from his other offices. Otherwise, at the end of this period, this person is considered as having resigned from office as a member of the Company s Management Board, without invalidating the proceedings in which he has taken part.

20 20. ARTICLE 15 APPOINTMENT TERM IN OFFICE OF THE MEMBERS OF THE MANAGEMENT BOARD The members of the Management Board are appointed for a period of four (4) years by the Supervisory Board by proposal of the Chairman of the Management Board, on the majority conditions stipulated in Article Their term of office ends following the Ordinary General Shareholders Meeting to approve the financial statements for the previous fiscal year and held in the year during which their term of office expires. In the event of a vacant seat, the Supervisory Board must fill it during its next meeting and in all events within a period of two (2) months. The replacement is appointed for the time remaining until the renewal of the Management Board. Failing this, any interested party may petition the Chief Judge of the Commercial Court to appoint a provisional member of the Management Board through a summary judgment. Members of the Management Board are eligible for re-appointment. Management Board members may be removed from office by the General Shareholders' Meeting. If a member is removed without valid motive, damages may be awarded. The Supervisory Board may remove the chairman of the Management Board from office and he shall remain a member of the Management Board. ARTICLE 16 ORGANIZATION OF THE MANAGEMENT BOARD The Chairman convenes the Management Board and presides over its meetings. In the event of the Chairman s absence or impediment, the Management Board appoints, at each meeting, one of its members present to chair the meeting. The Management Board appoints a Secretary selected among its members or outside their ranks, for a duration which it determines. The Secretary sees to the keeping of the register of attendance of the members of the Management Board as well as the issuing of the minutes establishing its proceedings and the recording thereof in the register devoted thereto. In the event of the Secretary s absence, the Management Board appoints the person who must perform these duties. The minutes of each meeting will indicate the name of the members present, excused or absent. They will state the presence or absence of the persons convened to the meeting and the presence of any other persons who have attended all or a portion of the meeting. Copies or extracts of minutes of proceedings are validly certified by the Chairman, by a member of the Management Board or by the Secretary. The Management Board may, by authorization of the Supervisory Board, distribute the management tasks among its members.

21 21. ARTICLE 17 FUNCTIONING OF THE MANAGEMENT BOARD 17.1 Convening and Conducting Meetings The Management Board convenes as often as the Company s interests so require and at least once per quarter upon notice from its Chairman, either in the registered offices or in any other place indicated in the letter of notice. However, each of the members of the Management Board may, by specifying the Agenda of the meeting, convene the Management Board (i) if it has not convened for more than two months or (ii) at any time in the event of an emergency duly substantiated by this member of the Management Board. The members of the Management Board are convened by any written means that provides proof of receipt (including by fax, , etc.). In the event of an emergency, they may also be convened verbally, in which case, the minutes will mention the procedures for convening them. All information which may be useful to the Management Board for coming to a decision on the resolutions submitted to it, including the meeting s agenda, will be communicated to it in a timely manner. The statutory auditors must be convened to the meetings of the Management Board during which the annual and bi-annual accounts are closed. All other persons may be convened to the meetings of the Management Board at the Chairman s initiative or at the request of at least one half of the members. Persons foreign to the Management Board who are convened attend in an advisory capacity. Exceptionally, the members of the Management Board may be consulted in writing by the President of the Management Board in accordance with the terms and conditions stipulated in Articles 17.2 and 17.3 of these Articles of Association Quorum The effective presence of at least one half of the members of the Management Board is required. The members of the Management Board may take part in the meeting of the Management Board by videoconference or by using telecommunications means on the conditions permitted or required by law and the regulations in force. Members participating by videoconference or via telecommunication methods are deemed to be present Majority Representation Resolutions are carried by a majority of the votes of the members present, and each member is entitled to one vote. A member of the Management Board cannot be represented at meetings of the Management Board. The vote of the chairman of the meeting is the casting vote in the event of a tie. ARTICLE 18 POWERS OF THE MANAGEMENT BOARD The Management Board is vested with the broadest powers to act in all circumstances on the Company s behalf, in the framework of the company s purpose and subject to the decisions which require the prior approval of the Supervisory Board and Shareholders Meetings. In particular, the Management Board: - Exercises the prerogatives of a central body in the company stipulated by law, as the case may be, after having obtained the prior approval of the Supervisory Board as stipulated hereunder; - Exercises all of the banking, financial, administrative and technical powers; - Approves the appointment of the persons responsible for the management in the Company s main (direct or indirect) Subsidiaries