ARTICLES OF ASSOCIATION

Transcription

1 A PUBLIC COMPANY WITH A SHARE CAPITAL OF /32, BOULEVARD DE GRENELLE PARIS PARIS TRADE & COMPANIES REGISTER No Free translation for information purposes only the version in French is binding ARTICLES OF ASSOCIATION (UPDATED AS OF 29 JULY 2017) Philippe Lazare Chairman and Chief Executive Officer

2 ARTICLE 1 LEGAL STATUS The holders of the shares hereinafter issued and of all shares that may be issued subsequently have been formed into a French société anonyme (public company). The Company shall be governed by the laws and regulations currently and subsequently in force, and by any subsequent legislative and regulatory provisions and these Articles of Association. ARTICLE 2 OBJECTS The Company s objects, in France and in any other countries, are to carry on any business of: Researching, designing, developing and producing any equipment, systems or devices based on new technologies; Designing and/or marketing any equipment and software relating to electronic payment and transfer of funds, urban parking management systems, and public and private telephone systems; Developing and/or marketing, including on a hire basis, any systems for transmitting and receiving radio signals of any frequency and kind; Operating, through any means and in any form, earth, sea or space telecommunication networks from stationary or mobile stations, on its own behalf or on any third party s behalf; Designing software for its own needs or for any third parties needs; Providing consultancy and organisation services. Providing technical support and maintenance of any and all devices and facilities produced or marketed in connection with any of the Company s objects. Representing any companies, both French and non-french, whose productions are related, directly or indirectly, to the above-mentioned objects, including importing or exporting operations. To carry out these objects, the Company may set up, acquire, exchange, sell, or lease with or without an agreement to sell, and manage and operate, directly or indirectly, any industrial or commercial businesses, plants, worksites, personal or real estate; obtain or acquire and use, sell or contribute any patents, licences, processes or trademarks; grant any licences to manufacture or use; and generally carry on any commercial, industrial or financial transactions, both personal and real, that might be directly or indirectly related to, or serve, the Company s objects. The Company may act directly or indirectly, on its own behalf or on any third party s behalf, either alone or in partnership, joint venture or association with any other corporate bodies or individuals and carry on in France or abroad, in any form whatsoever, any businesses falling within the scope of its objects. It may acquire interests or stakes in any French or non-french organisations having similar objects or likely to develop its own business. 2

3 ARTICLE 3 NAME The Company s name is: INGENICO GROUP In all deeds, letters, invoices, advertisements, publications or other documents of any kind issued by the Company and intended for third parties, the Company s name shall always be immediately preceded or followed by the words société anonyme or the initials S.A. and the amount of its share capital. ARTICLE 4 REGISTERED OFFICE The Company s registered office is to be situated at: 28/32, boulevard de Grenelle Paris The Board of Directors may decide to move the head office to any other place in France subject to ratification by the next Ordinary General Shareholders Meeting. ARTICLE 5 TERM The Company s term shall be 99 years from its registration with the Trade & Companies Register, except early dissolution or extension as provided for herein. ARTICLE 6 SHAREHOLDERS CONTRIBUTION On the Company s incorporation, the shareholders contributed an amount of FF 500,000 in cash, as share capital made up of 5,000 shares of FF100 each. In 1984, the capital was increased to FF 1,500,000 out of reserves by an issue of 10,000 shares of FF100 each. In 1985, the capital was increased to FF 5,000,000 out of reserves by an issue of 35,000 shares of FF100 each. On May 18, 1985, the face value of the shares was divided by ten, from FF100 to FF10, the share capital of FF 5,000,000 being thus made up of 500,000 shares of FF10 each, all of same class. The capital was increased to FF 14,385,710 out of reserves by an issue of 431,571 shares of FF10 each in 1986, after having been increased first to FF 5,035,ooo by issue of 3,500 shares of FF10 from exercising of stock options and to FF 10,070,ooo out of reserves by an issue of 503,500 shares of FF10 each. In 1987, the capital was increased to FF 20,139,990 out of reserves by issue of 575,428 shares of FF10 each. It was further increased in 1988 to FF 40,279,980 out of reserves by issue of 2,013,999 shares of FF10 each. In 1995, the capital was increased to FF 80,559,960 by issue of 4,027,998 shares of FF10 out of reserves. It was increased in 1996 to FF 82,292,000 by issue of 236,404 shares of FF10 each from exercising of stock options. 3

4 In February 1999, the capital was increased to FF 88,751,830 by issue of 582,783 shares of FF10 each through a reserved increase of capital subscribed by De la Rue France Holdings SAS. Thereafter, the capital was increased in June 1999 to FF 126,356,900 by issue of 3,760,507 shares in consideration of a contribution in Bull Omega Iberia SL securities by Bull Omega SA. In May 2000, the capital was increased to 25,271,380 euros by an increase of FF 39,412,486,11 and a change in share face value from FF10 to 2. In July 2000, it was increased to 26,888,420 by a subscription in cash of 808,520 shares with a face value of 2 each. In July 2000, the share capital was made up of 26,888,420 shares, each 2 share being divided into two new shares with a face value of 1 each. In July 2002, the capital was raised to 29,577,262 both out of reserves and by the free allocation of 2,688,842 new shares on the basis of one new share for ten old shares; thereafter, it was raised to 29,654,117 by settlement of credits. In February 2005, the capital was increased to 29,803,117 further to recognition by the Board of the exercise of stock options for a total amount of 149,000 during fiscal year ended December 31, In November 2005, the capital was increased to 29,89,812 further to recognition by the Board of the issue of 88,695 shares as payment of the dividend for the fiscal year ended December 31, 2004, for a total amount of 88,695. In November 2005 the capital was increased to 29,924,312 further to recognition by the Board of the issue of 32,500 shares further to the exercise of options for an amount of 32,500. On February 9, 2006, the capital was increased to 29,952,312 further to recognition by the Board of the issue of 28,000 shares further to the exercise of options totalling 28,000 euros. On May 31, 2006, the capital was increased to 30,124,312 further to recognition by the Board of the issue of 172,000 shares further to the exercise of options totalling 172,000. On October 31, 2006, the capital was increased to 32,007,076 further to recognition by the Extraordinary General Meeting of the issue of 1,882,764 new issued on the merger with MoneyLine, for a total amount of 1,882,764. On December 31, 2006, the capital was increased to 32,108,576 further to recognition by the Chairman of the Board of the issue of 101,500 shares further to the exercise of options totalling 101,500. By Board decision of June 27, 2007, the capital was increased to 32,488,944 by the issue of: 266,950 shares further to the exercise of options from 1 January to May 31, 2007; and 113,418 shares as payment of the dividend for fiscal year On July 13, 2007, the capital was increased to 32,760,008 further to recognition by the Chief Executive Officer of the issue of 271,064 shares as payment for Planet Odeme Sistem Cozumleri A.S. securities. 4

5 On December 14, 2007, the capital was increased to 32,860,008 through the issue of 100,000 shares of an overall face value of 100,000. The increase resulted from the expiry of the period of acquisition of 100,000 bonus shares allotted on 14 December On December 31, 2007, the capital was increased to 32,930,070 further to recognition by the Chairman of the Board of the issue of 70,062 shares further to the exercise of options totalling 70,062. On February 21, 2008, the capital was increased to 36,993,286 further to recognition by the Chief Executive Officer of the issue of 4,063,216 shares to meet requests from holders of bonds with a conversion feature and/or swaption for conversion into new or existing Ingenico (Oceane) shares. Further to a resolution of the Extraordinary General Meeting of 14 March 2008, the share capital was increased by 10,663,046 to 47,656,332 through the issue of 10,663,046 new Company shares as payment of the contribution in kind by Sagem Sécurité of 20,121,452 Sagem Monetel shares, 20,000 Sagem Denmark A/S shares, and 1,936,375 Sagem Defesa e Seguranca do Brasil shares, such contribution being valued at 238,765,432. In consideration of the contribution, 10,663,046 shares of 1 each, fully paid-up, were allotted to Sagem Securite. On 31 December 2008, the capital was increased to 47,791,674 further to recognition by the Chief Executive Officer of the issue of 135,342 shares further to the exercise of options totalling 135,342. The 24 June 2009 Board of Directors recognized that the share capital was increased to 48,388,948 through the issue of 597,274 shares as payment of the dividend for fiscal year On 31 December 2009, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares further to the exercise of options totalling By a decision of the Board of Directors dated 20 January 2010, treasury shares were cancelled and the capital was reduced by Further to this operation, the capital was reduced to On 15 June 2010, the Chief Executive Officer recognized that the share capital was increased to 48,677,407 through the issue of 290,272 shares as payment of the dividend for fiscal year On 21 July 2010, the Chief Executive Officer recognized that the share capital was increased to 48,901,405 through the issue of 172,417 shares further to employees shares plans and through the issue of 51,581 shares further to the exercise of options, for a total amount of 223,998. Further to resolutions of the Shareholders meeting and of the Board of Directors of 11 May 2010, and on the basis of a decision of the Chief Executive Officer of 21 July 2010, the share capital was increased by 2,445,070 then amounting to on 30 July ,445,070 were withdrawn from a premium account and 2,445,070 fully paid up new shares of 1 each were created which were allotted freely to the shareholders on the basis of one new share for twenty existing shares. On December 31, 2010, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares following the exercise of options totalling On May 31, 2011, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year On December 31, 2011, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares following the exercise of options totalling On May 31, 2012, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year

6 On June 29, 2012, the capital was increased to further to the merger of Xiring into the Company and the recognition by the Chief Executive Officer of the issue of shares of 1 each issued in remuneration of the contribution made in accordance with this merger. On September 30, 2012, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares following the exercise of options totalling On December 31, 2012, the capital was increased to further to recognition by the Chief Executive Officer of the issue of shares following the exercise of options totalling On June 3, 2013, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year On December 11, 2013, the capital was increased to further to recognition by the Board of Directors of the issue of shares following the exercise of options totalling On June 11, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year On June, , the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of fully paid-up shares of 1 each, which were allotted freely to the shareholders. On July 7, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On September 1, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On September 9, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On October 9, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On November 12, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On December 9, 2014, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On January 14, 2015, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares with a face value of 1 each following the conversion of Oceanes Ingenico 2011/2017. On June 10, 2015, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year On 31 July 2015, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of 23,673 shares of 1 each as increase in capital with preferential subscription rights waived to employees of Ingenico Group SA who are members of a company savings plan. 6

7 On June 3, 2016, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year On October 28, 2016, the capital was reduced by further to the cancellation of treasury shares. On October 29, 2016, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of fully paid-up shares of 1 each, pursuant to the definitive acquisition of free shares allotted on 29 October On June 12, 2017, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of shares of 1 each as payment of the dividend for fiscal year On July 26, 2017, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of 26,017 shares of 1 each as increase in capital with preferential subscription rights waived to employees of Ingenico Group SA, Ingenico France SAS, Ingenico Terminals SAS, Ingenico Business Support SAS who are members of the company savings plan UES Ingenico and to the epayments France division s employees of Ingenico Prepaid Services France SAS who are members of the above mentioned plan. On July 29, 2017, the capital was increased to further to recognition by the Chairman and Chief Executive Officer of the issue of fully paid-up shares of 1 each, pursuant to the definitive acquisition of free shares allotted on 29 July ARTICLE 7 SHARE CAPITAL The share capital of the Company amounts to: Sixty two million, three hundred and sixty-three thousand, hundred and fourteen euros ( 62,363,114) made up of 62,363,114 shares of 1 each, fully paid-up and all of same class. ARTICLE 8 EXCEEDING A THRESHOLD In addition to exceeding the legal thresholds that must be reported both to the Company and the Stock Exchange Authority as set out in Section L of Commercial Law, any individual or legal entity owning a number of shares accounting for over 2% of the share capital or any multiple of that rate shall, within 4 trading days (before the end of the trading day) of the day each threshold is exceeded, give notice of the total number of shares they own to the Company, by registered letter with return receipt requested. Failing such notice, the shares exceeding the fraction that should have been reported shall be deprived of voting rights at shareholders meetings, as provided for in law, if failure of notice has been recognised at the time of a shareholders meeting, and if one or more shareholders, together holding at least 5% of the share capital, so request at said meeting. Similarly, any person whose direct or indirect interest drops below each of the above-mentioned thresholds shall give notice thereof to the Company in the form and within the period specified above. ARTICLE 9 CHANGING THE SHARE CAPITAL Increase in Capital - The shareholders can increase the share capital by passing a resolution at an Extraordinary General Meeting. However, if the increase in capital is made out of reserves, retained earnings or premiums, the meeting shall decide with the quorum and majority required for Annual General Meetings. In case of increase in capital in cash, the old capital must have been previously fully paid up, and the shareholders have a 7

8 statutory subscription right. However, the General Meeting deciding the increase in capital may cancel that right in view of the Board s report and the Auditors report. Increases in capital shall be made notwithstanding existing fractional shares, and shareholders failing the exact number of subscription or allotment rights needed for being allotted a whole number of shares shall acquire or sell such rights as needed. In case of contribution in kind or stipulation of specific benefits, one or more contribution controllers shall be appointed according to Section L of Commercial Law. A General Meeting shall give the Board any powers required for carrying out the increase in capital and amending the Articles accordingly. Share Capital Repayment - The share capital may be repaid as provided for in Section L f. of Commercial Law. Reduction of Capital - The shareholders can reduce the share capital by passing a resolution at an Extraordinary Meeting that will confer on the Board any powers for this purpose. Notice of the planned reduction of capital shall be given to the Auditors so they can prepare their report. The reduction of capital may be done by reducing either the number of shares or their unit face value. When the reduction of capital is not caused by losses, the General Meeting deciding thereon may allow the Board to buy back a number of shares with a view to cancelling them. Under no circumstances may a reduction of capital alter equality among shareholders. Depending on the process adopted for a reduction of capital, the shareholders are under an obligation to buy or sell old shares or rights so that the reduction can be carried out. Under the laws applicable, the share capital may never be less than the legal minimum. ARTICLE 10 SHARE PAYING-UP The amount of shares to subscribed in cash shall be payable at the Company s registered office, as follows: at least a quarter on subscription, and if case may be, the total amount of the premium, and the remainder on the days, in the proportions and on the terms as shall be determined by the Board. Full paying-up of the shares shall occur within five years of the day of the increase in capital. The shares allotted in consideration of a contribution in kind or further to capitalisation of earnings, reserve funds or premiums shall be fully paid up on issue. Calls for capital shall be made with fifteen days notice by releasing a notice in the Bulletin des Annonces Légales Obligatoires (Bulletin of Mandatory Legal Notices). If a shareholder fails to pay up within the periods set by the Board, any outstanding amounts shall automatically bear interest in favour of the Company from the end of the month following due date, without further notice or action at court being necessary. In addition, the Company is entitled to enforcement measures, third-party notice and sanctions available in law. ARTICLE 11 SHARES Form of shares: The shares are either registered shares or bearer shares. Registered shares are registered in the shareholder s individual account on the terms and conditions provided in the laws and regulations in force. 8

9 Furthermore, the Company is entitled to allot bearer shares. The latter must be deposited with a bank or an account-keeping financial institution. The Company may at any time ask the central depositary of financial instruments to disclose the identities of holders of securities granting immediate or future voting rights, and the amount of securities held by each holder, under Section L of Commercial Law. Rights and obligations of shares - Each share entitles to a proportional share in ownership of the Company s assets and distribution of profits, and in case of winding-up, to payment of the same net amount for distribution or repayment, so that the amounts will be made good between all shares, irrespective of any tax exemptions and any taxations likely to be borne by the Company. Shareholders liability is limited to the amount of shares they hold. Ownership of a share automatically entails adherence to these Articles and to the resolutions passed by the shareholders General Meeting. The rights and obligations remain attached to a share, irrespective of who is holding it. The holders, successive assignees and subscribers are severally liable for the amount of the shares. However, any subscribers or shareholders that transferred their shares cease to be liable for any non-called-up payments two years after the date of requisition for transfer. Transfer of shares: The transfer of shares must be made by transfer from one account to the other. Only those shares for which called-up payments have been made shall be eligible for transfer. Indivisibility of shares: Shares are indivisible towards the Company. Joint owners shall be represented by one of their number or by a single authorised agent appointed either by mutual agreement or by court order at the request of the first joint owner entering a petition. Beneficial owners of shares can validly represent bare owners, to the exclusion of voting rights belonging to bare owners in Extraordinary General Meetings, unless otherwise agreed with notice to the Company. These provisions and any supplemental or amending regulatory provisions shall be applicable, unless otherwise agreed by the parties. Consolidation of shares: Whenever shareholders must own more than one share to be able to exercise any right whatsoever, in case of exchange, allotment of securities, increase in, or reduction of, capital, merger and generally for any corporate business, the owners of single shares or of a number of shares below the required number may exercise that right only to the extent they make it their own business to consolidate the shares, either through buying or selling. Exercise of third parties rights: The heirs to, or creditors of, a shareholder that are willing to exercise their rights shall refer to the Company s annual account books and the resolutions passed by the shareholders meetings. They may not, on any account whatsoever, cause the Company s assets to be placed under seals, or request the partition or public sale of the Company s assets, or interfere in any manner whatsoever in the Company s administration. 9

10 ARTICLE 12 BOARD OF DIRECTORS Appointment of Directors: The Company is administered by a Board consisting of at least 3 and at most 13 members. The Directors are appointed by the General Meeting for a three-year term of office, and can be removed by the General Meeting. By way of exception and to stagger the renewal of Directors terms of office, the General Meeting is authorised to appoint or re-appoint Directors for one-year or two-year terms. The plurality of offices as a Director of the Company and of a number of other sociétés anonymes (public companies) is allowed only within the limits permitted by law. An employee of the Company may be appointed as Director only if his/her employment contract has been made prior to his/her appointment and corresponds to actual employment. The employee shall not lose the benefit of said employment contract. The number of employees bound by an employment contract who are appointed as Directors may not exceed a third of the Directors in office. Any appointment violating these provisions shall be null and void. However, such nullity will not entail nullity of the proceedings attended by a person who was disqualified from being a Director. In case of vacancy further to the death or resignation of a Director, the Board can, between two meetings, coopt a new, interim Director. Such co-opting shall be approved by the next General Meeting. Failing such approval, the Board s resolutions and acts shall nonetheless remain valid. If less than three Directors remain in office, the remaining Directors shall immediately call a General Meeting for the purpose of appointing the required number of Directors. Age limits: The number of Directors (whether individuals or representatives of legal entities) who are over 75, may not exceed a third rounded up to the nearest number of the Directors in office on the day of the General Meeting approving the annual accounts. Whenever that proportion is exceeded, the oldest Director, excepting the Chairman, shall be deemed to resign from office. Legal entities as Directors: A company may be appointed as a Director. Upon its appointment, it will be required to appoint a permanent representative, who shall be subject to the same terms and obligations and shall incur the same liability as if he/she were a Director in his/her own name. This is without prejudice to the joint liability of the legal entity he/she represents. If the latter removes its representative, it shall immediately appoint a replacement. This applies also in case of resignation or death of the permanent representative. Director s shares: Each Director must own ten (10) shares. These shall be registered in their names and fully paid up. This provision does not apply to shareholders that are employees appointed as Directors under Section L of Commercial Law. Any Directors appointed during the Company s life and that were not shareholders at the time they were appointed must acquire the minimum number of shares within six months from appointment. Failing fulfilment of this requirement, said Directors shall be considered as resigning from office. Board proceedings: The Board appoints a Chairman from among its members. The Chairman must be an individual and will be appointed for a term that shall not exceed his term of office as a Director. The Chairman may be re-elected indefinitely. The Board can appoint a Secretary, who need not be a Board member. 10

11 A Board meeting can be called by the Chairman or half of the Board members, as often as the Company s best interests so require, at a place specified in the notice of meeting. The Board determines how notice of meetings is to be given. When the Board has not met for over two months, at least a third of its members can ask the Chairman to call a Board meeting for a specified agenda. Similarly, the Chief Executive Officer can ask the Chairman to call a Board meeting for a specified agenda. The Directors present at a Board meeting shall sign the attendance sheet. For proceedings to be valid, at least half of the Directors in office, with a minimum of two members, must be present for Board meeting. Resolutions will be passed by a majority of the votes of members present or represented. If the votes are equal, the Chairman has a casting vote. When only two Directors attend a meeting, resolutions shall be passed by mutual agreement. Except when the Board meets for matters to be decided under articles L and L , the Board rules and regulations can specify that the Directors who take part in a Board meeting by way of a video conference or telecommunications facilities whose nature and terms of application comply with the Council of State regulatory decree, enable to identify said Directors and guarantee their actual participation, will be treated as being present at the meeting for determining the quorum and majority. Minutes of the Board meeting proceedings shall be put in a special minute book and signed by the Chairman and at least one Director. Extracts or copies of said minutes shall be validly certified by the Chairman of the Board, the Chief Executive Officer, the Deputy Chief Executive Officers, or the Director temporarily appointed as Deputy Chairman. In case of winding-up, such extracts or copies shall be validly certified by the receiver. Powers of the Board: The Board shall determine the business strategies of the Company and make sure they will be implemented. Subject to the authority expressly reserved for the Shareholders meetings, and within the limits of the Company s objects, the Board shall deal with any matter regarding the Company s proper operation, and decides by its proceedings any issues regarding the Company. In its relationships with third parties, the Company shall be bound even by Board actions that are outside the scope of the Company s objects, unless it can prove that the third party was aware that the action was outside the Company s objects or could not be unaware of this given the circumstances, provided the mere publication of these Articles will be inadequate proof. The Board shall make any controls and verifications it deems appropriate. The Chairman or the Chief Executive Officer of the Company must provide each Director with any documents and information he needs to perform the duties of his office. The Chief Executive Officer shall inform the Board on a regular basis of the resolutions planned or implemented by him as part of the management of the Company. Any security, surety and guarantee provided by the Company must be approved by a resolution of the Board. 11

12 ARTICLE 13 CHAIRMAN CHIEF EXECUTIVE OFFICER Chairman of the Board: The Board shall elect a Chairman from among its members. The Chairman must be an individual, otherwise the appointment will be null and void. The Chairman shall organise and conduct the Board s work, and report thereon to the General Meeting. He shall make sure that the Company s bodies are working properly and ensure, in particular, that the Directors are in a position to perform their duties. The Chairman shall hold office for a term expiring automatically at the first Annual General Meeting held in the year the Chairman has reached the age of 75. Deputy Chairman: If the Chairman is temporarily unavailable or in the event of the Chairman s death, the Board may appoint a Director as Deputy Chairman. In case of unavailability, such appointment may be renewed. In case of death, it shall be maintained until a new Chairman is elected. Chief Executive Officer: General management of the Company shall either be the Chairman s responsibility or shall be assumed by any other person appointed by the Board as Chief Executive Officer. The Board shall choose between the two above-mentioned types of general management, with the quorum and majority specified in Article 12 above. The shareholders and third parties shall be given notice of such choice, as provided for by Council of State decree. When the Company s general management is assumed by the Chairman of the Board, the following provisions relating to the Chief Executive Officer shall be applicable to the Chairman. The Board can remove the Chief Executive Officer from office at any time. When such removal is decided without good cause, the Chief Executive Officer may claim damages, unless he is acting as Chairman of the Board. When the Chief Executive Officer ceases to perform or is prevented from performing his duties, the Deputy Chief Executive Officers will retain their powers and duties until such time as a new Chief Executive Officer is appointed, unless otherwise decided by the Board. A single individual may not simultaneously hold more than one office as a chief executive officer of sociétés anonymes (public companies) having their registered office in the French territory, except when he is holding a second office as a chief executive officer in a company controlled, in the meaning of Section L , by the Company in which the first office is held. The Chief Executive Officer shall not be over 75. The Chief Executive Officer is granted the most extensive powers to act in any circumstances on behalf of the Company. He exercises such powers within the limits of the Company s objects, and subject to the powers specifically granted by law to the Shareholders Meetings and the Board of Directors. The Chief Executive Officer represents the Company in its relations with third parties. The Company is bound even by the Chief Executive Officer s actions that are outside the Company s objects, unless it can prove that the third party was aware that the action was beyond the Company s objects or could not be unaware of this given the circumstances, provided the mere publication of these Articles will be inadequate proof. Neither the provisions of these Articles nor any Board resolutions limiting the Chief Executive Officer s powers are enforceable against third parties. 12

13 Deputy Chief Executive Officers: At the suggestion of the Chief Executive Officer, the Board may confer on one or more individuals the task of assisting the Chief Executive Officer, as Deputy Chief Executive Officer(s). The number of Deputy Chief Executive Officers may not exceed five. The Board can remove Deputy Chief Executive Officers from office on proposal of the Chief Executive Officer. When removed without good cause, Deputy Chief Executive Officers may claim damages. Deputy Chief Executive Officers shall not be over 75. In agreement with the Chief Executive Officer, the Board shall determine the extent and term of the powers vested in Deputy Chief Executive Officers. Deputy Chief Executive Officers have the same powers as the Chief Executive Officer towards third parties. ARTICLE 14 REMUNERATIONS Chairman, Chief Executive Officer, and Deputy Chief Executive Officers: The remunerations of the Chairman of the Board, Chief Executive Officer, and Deputy Chief Executive Officer(s) shall be determined by the Board. They may be either fixed or prorated, or both. Directors: The Annual General meeting may grant the Directors, in consideration of their activity, an annual fixed amount as directors fees. That amount shall be recognised as operating expenses of the Company. The Board shall distribute the amount among its members at its discretion. This fixed amount shall remain unchanged until otherwise decided by the Board. The Board may also grant special remuneration to any Director who performs special services or assignments. Such remuneration shall be recognised as operating expenses of the Company and shall be subject to approval by the Ordinary General Meeting, under Article 15 below. The Directors may not be granted any other remuneration, whether permanent or not, unless they have an employment contract with the Company. ARTICLE 15 AGREEMENTS BETWEEN THE COMPANY AND ITS MANAGERS AND SHAREHOLDERS Under Section L of Commercial Law, any agreement made directly or through an intermediary between the Company and its Chief Executive Officer, a Deputy Chief Executive Officer, a Director, or a shareholder holding a fraction of voting rights exceeding 10% (or, when the shareholder is a legal entity, its controlling Company in the meaning of Section L f Commercial Law) is subject to prior consent of the Board. The same applies to agreements in which any such person is indirectly involved, and to agreements between the Company and another company, if the Chief Executive Officer, a Deputy Chief Executive Officer or a Director of the Company is the owner, a partner with full liability, a manager, a director, a member of the supervisory board, or generally an officer of said other company. These provisions do not apply in the cases provided for by law. The party concerned shall notify the Board of any agreement that requires authorization. It cannot vote on the requested authorization. The Chairman of the Board of Directors notifies the statutory auditors of all agreements that have been authorized and concluded, as noted above, and submits them for ratification by the next Ordinary General Meeting. The statutory auditors present their assessment of those agreements in a special report to the meeting, which then votes upon it. The party concerned cannot vote or be counted in the quorum for the meeting or for voting purposes. These provisions do not apply to agreements regarding current matters and made on regular terms. 13

14 Directors other than legal entities are prohibited from borrowing money in any form whatsoever from the Company, from being allowed by the Company to overdraw their current account or other account, and from having the Company guaranteeing or standing surety for their commitments to third parties. This prohibition also applies to the Chief Executive Officer, Deputy Chief Executive Officers and permanent representatives of Directors that are legal entities. It further applies to the spouses, parents and children of all persons mentioned in this Article, and to any intermediary. Any breach of these provisions will result in the agreement being null and void. ARTICLE 16 DIRECTORS LIABILITY The Chairman, Directors, Chief Executive Officer and Deputy Chief Executive Officers of the Company shall be liable to the Company and to any third parties either for violations of the statutory provisions governing sociétés anonymes (public companies), or violations of these Articles, or mismanagement, all of this under the terms and with the sanctions provided for by the legislation in force. ARTICLE 17 OBSERVERS At the suggestion of the Chairman, the Board may appoint one or more observers. The observers shall be convened to, and take part in, Board meetings in an advisory capacity. They shall be appointed for a four-year term period. They may be re-appointed and may be removed from office at any time on the same terms. The observers shall be chosen from among the shareholders and may receive a fee determined by the Board. ARTICLE 18 STATUTORY AUDITORS The General Meeting shall appoint two Auditors fulfilling the statutory and regulatory requirements. The Auditors shall be appointed for six fiscal years, and their functions shall cease after the General Meeting deciding on the financial statements of the sixth fiscal year. Statutory auditors are eligible for reappointment in accordance with applicable regulations. In the event of fault or unavailability, an Auditor may be removed from office by the General Meeting, in which case the Auditor appointed as a replacement shall remain in office until expiration of the removed Auditor s initial term of office. The Auditors shall be convened to all shareholder s meetings and Board meetings reviewing or making up the annual or interim financial statements. They may make, at any time of the year, any controls and audits they deem appropriate. The Auditors shall have the functions and powers vested in them by the law. Their remuneration shall be determined according to the applicable statutory provisions. ARTICLE 19 GENERAL MEETINGS OF SHAREHOLDERS The shareholders collective resolutions shall be passed at general meetings, the proceedings of which will be binding upon all shareholders, even those absent, dissident or incapacitated. The general shareholders meetings shall be either extraordinary, annual or Special Meetings, depending on the nature of proposed resolutions. 14

15 Common rules: General Meetings shall be called by the Board. They may also be called by the Auditors, or by a proxy appointed by court order at the request of any interested party in case of emergency or of one or more shareholders holding at least five per cent of the Company s shares, or by a shareholders society meeting the requirements set forth in Section L of Commercial Law. In the event of winding-up, they may also be called by the receiver. The general meetings shall be held at the place specified in the notice. This may be the Company s registered office or any other place, if need be, located within a 50-km radius of the registered office. Notice of meeting shall be given in accordance with the applicable rules and regulations. If a General Meeting was unable to proceed, failing the required quorum, a second meeting shall be called with at least ten clear days prior notice, in the same manner as the first one. The notice or letters calling the rearranged meeting shall reiterate the date and agenda of the initial meeting. The initiator of the notice of meeting shall prepare the agenda and resolutions to be submitted to the General Meeting. The Board shall add to the agenda any new item or draft resolutions referred to it either by one or more shareholders representing together at least the percentage of the Company s shares required by law, or by a shareholders society fulfilling the requirements set forth in Section L of Commercial Law, or, exclusively for draft resolutions, by the works council. The initiators of the request shall supply, in support of their request, any document required by applicable laws and regulations. The right to attend meetings will be substantiated by entry, by midnight 0:00 a.m. (Paris time) on the 2 nd day before the meeting, of the shares in the shareholder s name or in the name of the depository registered on the shareholder s behalf either in the registered accounts held by the Company or in the bearer securities trading accounts held by the approved depository. Shareholders may be represented by any legal or natural person they choose subject to the conditions provided in the applicable regulations. Proxies shall be appointed using a proxy form showing the proxy s name, first name and address and signed. A proxy may not have another person substituting for the proxy. Proxy forms are valid for a single meeting only, or for rearranged meetings called with the same agenda. If the Board so decides when calling a meeting or sending a notice of meeting, shareholders may also attend and vote at meetings by video conference or telecommunication systems enabling to identify them as provided by law. The General Meeting committee shall be as follows: the Chairman of the Board will chair the meeting, or if the Chairman is unavailable, the Deputy Chairman will chair the meeting. When a meeting has been called by the Auditors, an Auditor will chair the meeting. Similarly, the receiver or one of the receivers will chair the meeting they have called. If the person entitled or appointed to chair a meeting is unavailable, the meeting shall choose its chairman. Two members owning personally, or representing as proxies, the largest number of shares, who are present at the meeting and willing, shall act as tellers. The committee s secretary need not be a shareholder. At each General Meeting, the attendance sheet shall show the following: Name, first name, and place of residence of each shareholder; number of shares they hold and number of votes attached to those shares; Name, first name, and place of residence of each proxy; number of shares they hold and number of votes attached to those shares; Name, first name, and place of residence of each represented shareholder; number of shares they hold and number of votes attached to those shares. 15

16 The attendance sheet shall be signed both by shareholders present and proxies. It shall be certified true by the committee of the meeting. The attendance sheet with appended proxy forms shall be kept at the registered office and submitted on request. Once properly formed, a General Meeting represents all shareholders. Its resolutions shall be binding on all shareholders, even those absent, dissident or incapacitated. At Ordinary or Extraordinary meetings, the quorum shall be based on all shares making up the share capital, and at Special Meetings, it shall be based on the shares of the relevant class, less those deprived of voting rights under statutory or regulatory provisions. Minutes shall be made of the proceedings of General Meetings and signed by the committee members. The minutes shall be either transferred to, or inserted in, a special minute book previously class-marked according to regulatory provisions. Provisions specific to Ordinary General Meetings: Ordinary General Meetings can pass any and all resolutions, except those intended to amend the Articles. They shall take place at least once a year, within six months of the fiscal year ended, to decide on the relevant financial statements and on consolidated statements, if any. They can give the Board any authorisations needed for management actions that are beyond the Board s the powers. In particular, they have the following powers: appointing or removing Directors or Auditors; approving or rejecting appointments of interim Directors co-opted by the Board; giving or refusing full discharge to the Directors in office; deciding on the Auditors special report regarding any agreements between the Company and its officers or shareholders; and setting the Directors fees. Ordinary General Meetings decide on all matters regarding financial statements and allocate profits. Quorum and majority: All shareholders may take part in the proceedings and vote on resolutions, provided the shares they hold have been fully paid up. For a General Meeting to take valid proceedings, a number of shareholders representing at least a fifth of the share capital must be present. If not, the adjourned General Meeting can take a decision, whatever the number of shares represented, but solely on the agenda of the initial meeting. The resolutions of the Ordinary General Meeting shall be passed by a majority of votes of the shareholders present or represented, plus one vote. The members of the meeting have as many votes as the shares they hold and represent, without limitation, except at General Meetings called for incorporation purposes where each shareholder has the votes of their principals on the same terms and within the same limits. However, all fully paid-up shares that have been registered in a single shareholder s name for at least two years shall be granted twice the voting rights conferred on other shares in view of the portion of share capital they represent. Furthermore, in case of increase in capital out of reserves, retained earnings or premiums, the double voting rights shall be conferred, on issue, on registered shares allotted for free on the basis of old shares entitling the shareholders thereto. Provisions specific to Extraordinary General Meetings Extraordinary General Meetings can pass any resolutions and make any amendments to the provisions of these Articles. 16

17 Extraordinary General Meetings are made up of all shareholders of the Company, whatever the number of shares they hold, provided the shares are fully paid up. Resolutions are passed by a majority of two thirds of the votes of the shareholders present or represented. The members of the meeting have as many votes as the shares they hold and represent, without limitation, except at General Meetings called for incorporation purposes where each shareholder has the votes of their principals on the same terms and within the same limits. However, all fully paid-up shares that have been registered in a single shareholder s name for at least two years shall be granted twice the voting rights conferred on other shares relative to the portion of share capital they represent. Furthermore, in case of increase in capital out of reserves, retained earnings or premiums, the double voting rights shall be conferred, on issue, on registered shares allotted for free on the basis of old shares entitling the shareholders thereto. An Extraordinary General Meeting is properly formed and can take valid proceedings when a number of shareholders representing at least a quarter of the share capital are present, failing which a new meeting shall be called as required by law, specifying the agenda, date and outcome of the previous meeting. The reconvened meeting can take valid proceedings if shareholders representing at least a fifth of the share capital are present. Failing a quorum, the reconvened meeting may be adjourned, on the same terms of calling and meeting, to a date within two months of the day the meeting was convened. Notwithstanding the foregoing and by statutory dispensation, an Extraordinary General Meeting called to decide on an increase in capital out of reserves, retained earnings or premiums may proceed on the terms of quorum and majority of an Ordinary General Meeting. Provisions specific to Special Meetings If the Company issues several classes of shares, some general meetings may pool the holders of a specific class of shares. A resolution passed by an Extraordinary General Meeting to change any special rights which are given to a class of shares shall become final only after approval by a Special Meeting of the shareholders holding shares of that class. Special Meetings shall be called and shall proceed as provided for by law. ARTICLE 20 RIGHT TO RECEIVE INFORMATION Any shareholder has a right to receive the documents they need to make an informed vote and get an informed opinion on the Company s management and operation, and the Board of Directors has an obligation to supply such documents or make them available to shareholders. The type of documents and terms of supply to shareholders are specified by law, in particular Sections L , L and L of Commercial Law and the relevant decrees. ARTICLE 21 FINANCIAL STATEMENTS - FISCAL YEAR A fiscal year commences on 1 st January and ends on 31 st December. On fiscal year end, the Board shall prepare full financial statements, including operating account, income statement and balance-sheet, after making any statutory depreciations and provisions, even when there is no or inadequate profit, so that the balance-sheet can be true. 17