1. HALF-YEARLY FINANCIAL REPORTS

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1 Further transposition of the Transparency Directive: The AMF launches a public consultation on its proposed General Regulation transposing Directive 2007/14/EC of 8 March 2007 The Transparency Directive of 15 December , transposed into French law by the Breton Act of 26 July 2005 and the amendments to the AMF General Regulation approved by the Decree of 4 January 2007, left it up to the Commission to adopt detailed rules for implementing several of the directive's provisions. This is the purpose of the recent Directive of 8 March , which has three main objectives: it sets the minimum standards for the dissemination of regulated information 3 ; it also gives more detail about the provisions of the Transparency Directive applying to notifications of major holdings; and it defines the standards for assessing the equivalency of disclosure requirements of third countries that are not members of the European Community so that issuers with their registered office in those countries can be exempted from applying its provisions. This proposed draft of the AMF General Regulation constitutes the regulatory transposition of the implementing Directive. The legislative provisions will be transposed at a later date by means of amendments to the Commercial Code or the Monetary and Financial Code. The amendments being submitted for consultation deal with the half-yearly financial reports (1), exemptions (2) and notifications of major holdings (3). Responses to the consultation draft must be sent to contact@amf-france.org by 15 October 2007 at the latest. 1. HALF-YEARLY FINANCIAL REPORTS Article L III of the Monetary and Financial Code, which results from the transposition of the Transparency Directive, stipulates that issuers must publish half-yearly financial reports with condensed financial statements for the previous half-year, in consolidated form where appropriate, a half-yearly activity report, a statement from the natural persons taking responsibility for these documents and the statutory auditors' report on their limited audit of the financial statements. Article and the subsequent articles of the AMF General Regulation stipulate the contents of these documents. The proposed amendments supplement these provisions to complete the transposition of the implementing measures provided for in Articles 3 and 4 of the implementing Directive. For example, under the new Article 222-6, the half-yearly management report, in the case of companies issuing shares, shall report on related party transactions, mentioning at least the transactions in the first six months of the financial year that materially affected the issuer s financial situation or performance, as well as any changes in the transactions reported in the previous annual report that could have a material effect on the issuer s financial situation or performance. 2. EXEMPTIONS FOR ISSUERS WITH THEIR REGISTERED OFFICES OUTSIDE THE EUROPEAN ECONOMIC AREA Article 23 of the Transparency Directive allows Member States to exempt issuers having their registered office outside of the European Economic Area from complying some of its provisions, provided they are subject to equivalent requirements in their home country. The Directive leaves it up to the Commission to adopt implementing measures to define equivalency. 1 Directive 2004/109/EC of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. 2 2 Directive 2007/14/EC of 8 March 2007 laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market. 3 Article 12 of the implementing Directive on the dissemination of regulated information has already been transposed in the General Regulation approved by the Decree of 4 January 2007 (Article 221-4).

2 - 2 - That is what Articles 14 to 23 of the implementing Directive do for periodic information requirements and ongoing information requirements, such as notifications of major holdings. These articles lay down the criteria for deciding whether the law of a third country imposes equivalent requirements to those provided for in the Transparency Directive. Periodic information requirements (annual financial report, half-yearly financial report, quarterly reporting) The principle of equivalency for periodic information was transposed by Article L VIII of the Monetary and Financial Code, which stipulates that The Autorité des marches financiers may exempt issuers having their registered office outside of the European Economic Area from the requirements defined in this Article if it deems that the requirements incumbent upon them are equivalent 4. On this basis, Articles to of the proposed General Regulation transpose the equivalency criteria laid down in Articles 13 to 18 of the implementing Directive. For example, the annual financial report must include statements by the natural persons taking responsibility for the report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, the financial statements have been prepared in accordance with generally accepted accounting principles and give a true and fair view of the assets, liabilities, financial position and profit or loss and that the report presents a fair review of business developments and the financial situation of the issuer and the undertakings included in the consolidation, together with a description of the principal risks and uncertainties that they face. Issuers having their registered office in a third country may be exempted from producing these statements provided that one or more natural persons assumes responsibility for the compliance of their financial statements with applicable accounting standards and the fairness of the management review presented in the management report (Article ). Similarly, issuers that are required to publish quarterly financial reports under the law of a third country shall obviously be exempted from publishing the quarterly financial reporting required under Article of the Monetary and Financial Code. Nonetheless, a third-country issuer that is exempt from the requirements of Article L of the Monetary and Financial Code will still be required to disseminate and file with the AMF equivalent information under the procedures set out in Articles to of the General Regulation, which stipulate that: - Such information must be filed with the AMF when it is disseminated under the procedures stipulated in Instruction of 27 April 2007 on the procedures for filing regulated information and the operation of the news bank 5. - It must be disseminated effectively and in full, using the services of a primary information provider from the list published by the AMF 6, where appropriate. It must also be published in a financial disclosure in the print media, at a frequency and in a presentation format appropriate to the issuer s size and shareholder base 7. - The information shall remain on the issuer s website for five years after its dissemination date. 4 These issuers are regulated by the AMF under the terms of Article L of the Monetary and Financial Code and Article of the AMF General Regulation. 5 Available from the AMF website: 6 Regarding dissemination procedures: Questions and Answers about the new financial disclosure requirements for companies listed on Eurolist Paris. The list of primary information providers can be consulted on the AMF website: Issuers are also allowed to disseminate a news release explaining how the annual financial reports, half-yearly financial reports and quarterly financial reporting are being made available rather than disseminating the full documents. 7 As regards announcements in print media: The AMF Recommendation of 20 January 2007 on financial announcements in print media from companies listed on a regulated market is available on the AFM website:

3 - 3 - The same Article L VIII of the Monetary and Financial Code stipulates that the AMF must periodically draw up and publish a list of third countries that are deemed to have equivalent legislation. The proposal is that this list not be drawn up in the immediate future and that the situations of the issuers concerned will be examined on a case-by-case basis. The Committee of European Securities Regulators (CESR) started public consultations 8 on harmonisation of the implementation of the Directive in July The equivalency of third-country law has already been included in the programme of harmonisation work. Consequently, it seems necessary to wait for a joint position to be reached on the main third countries, before publishing such a list. However, the ongoing harmonisation work will not prevent the AMF from considering the equivalency of some third countries laws on a case-by-case basis, since the Directive gives Member States full latitude in this matter. Ongoing information Articles 19 to 23 of the Directive also lay down the equivalency criteria for notifications of major holdings, monthly increases and decreases in voting rights and information about shareholders meetings. For example, Article 19 extends the deadline for notifying an issuer having its registered office in a third country of major holdings from five trading days to seven trading days. Most of these provisions have not been transposed in the proposed General Regulation since Article L of the Commercial Code on notifications of major holdings applies only to French issuers with securities traded in France. The same is true for Article L on monthly increases and decreases in voting rights. This means that issuers having their registered office in a country outside of the European Economic Area are not concerned. On the other hand, the nationality of the person acquiring or disposing of a major holding makes no difference. Consequently Article 23 of the implementing Directive, which lays down the independence requirements that investment services providers must meet in order not to aggregate their holdings, has been transposed in Article of the proposed General Regulation. 3. NOTIFICATIONS OF MAJOR HOLDINGS Chapter III of the Transparency Directive 9, which deals with the ongoing information requirements for issuers of financial instruments traded on a regulated market, including notifications of major holdings, makes several references to implementing measures. The Commission adopted these measures in its implementing Directive, which deals with the following points. Definition of financial instruments that result in an entitlement to acquire, on the holder's own initiative alone, shares to which voting rights are attached Article 13 of the Transparency Directive stipulates that the notification of major holdings requirements also apply to a person holding financial instruments that result in an entitlement to acquire, on such holder's own initiative alone, under a formal agreement, shares to which voting rights are attached, already issued, of an issuer whose shares are admitted to trading on a regulated market. Article 11 of the implementing Directive stipulates that transferable securities; and options, futures, swaps, forward rate agreements and any other derivative contracts, as referred to in Section C of Annex I of Directive 2004/39/EC 10, shall be considered to be financial instruments, provided that they result in an entitlement to acquire, on the holder's own initiative alone, under a formal agreement 11, shares to which voting rights are attached, already issued, of an issuer whose shares are admitted to trading on a regulated market. The instrument holder must enjoy, on maturity, either the unconditional right to acquire the underlying shares or the 8 Call for evidence on the possible CESR level 3 work on the Transparency Directive (13 July 2007 / Ref.: ) : 9 This chapter was transposed in the Commercial Code by the Breton Act and in the provisions of the AMF General Regulation approved by the Decree of 18 September Markets in Financial Instruments Directive. 11 The implementing Directive defines a forma agreement as an agreement which is binding under the applicable law.

4 - 4 - discretion as to his right to acquire such shares or not. Recital 13 of the preamble to the Directive 12 explains that financial instruments should be taken into account in the context of notifying major holdings, to the extent that such instruments give the holder an unconditional right to acquire the underlying shares or discretion as to whether to acquire the underlying shares or cash on maturity. Consequently, financial instruments should not be considered to include instruments entitling the holder to receive shares depending on the price of the underlying share reaching a certain level at a certain moment in time. Nor should they be considered to cover those instruments that allow the instrument issuer or a third party to give shares or cash to the instrument holder on maturity. However, the transposition of these provisions is not included in the proposal submitted for consultation, because the AMF still does not have a sufficient legislative basis for doing so. Article L of the Commercial Code does indeed incorporate shares and voting rights that that person, or one of the persons mentioned in 1, 2 and 3, is entitled to acquire, on such holder's own initiative alone, under a formal agreement into the calculation of thresholds for major holdings, but it does not refer back to the AMF General Regulation for a more detailed definition. Exemption from the notification of major holdings at the 5% threshold for market makers Paragraph 5 of Article 9 of the Transparency Directive, transposed into Article L V of the Commercial Code and Article of the AMF General Regulation, stipulates that market makers are not required to provide notification at the 5% threshold, provided that they do not intervene in the management of the issuer or exert any influence on the issuer to buy their shares or back the share price. Article 6 of the implementing Directive requires market makers seeking to benefit from the exemption to send the competent authority a statement of their intention to make a market on an issuer, followed by a notification when they cease making such a market. Article 6 of the Directive also allows market makers to identify the securities concerned "by any verifiable means", including holding them in a separate account if they cannot identify the securities by any other means. These provisions have been transposed in Article of the AMF General Regulation. The notification provided for in this article must be filed with the competent authority of the home Member State, as defined in the Transparency Directive. This means the authority of the issuer s home country, in the case of notifications of major holdings, and not the authority that granted authorisation to the provider concerned to engage in trading for its own account 13. Article leaves it up to an AMF Instruction to determine the standard notification form. The form in question is the European Commission s standard form for notifications by market makers 14, backed up by a letter from Commissioner Charlie McCreevy asking regulators to make it available to users on their websites 15. This form has been appended to the proposed General Regulation. Exemptions from the aggregation of groups' holdings Article 10 of the implementing Directive sets out the conditions of independence applying to investment management companies and investment services providers providing portfolio management services for third parties. This article stipulates that the parent company must not give any direct or indirect instructions to the controlled company and lays down the notification requirements for the parent company with regard to the AMF. 12 The FSA transposed this recital as follows: For the purposes of Directive 2004/109/EC (TD), financial instruments should be taken into account in the context of notifying major holdings, to the extent that such instruments give the holder an unconditional right to acquire the underlying shares or cash on maturity. Consequently, financial instruments should not be considered to include instruments entitling the holder to receive shares depending on the price of the underlying share reaching a certain level at a certain moment in time. Nor should they be considered to cover those instruments that allow the instrument issuer or a third party to give shares or cash to the instrument holder on maturity. (DTR 5.3.3) 13 For the purposes of Article L of the Monetary and Financial Code, which comes into force on 1 November 2007, the authority in question is that of the investment services provider s home country. 14 Available from the Commission website: 15 Available from the European Commission website:

5 - 5 - Article 12 of the Transparency Directive, which has been transposed in Article L of the Commercial Code and Article of the AMF General Regulation, does not require companies controlling collective investment scheme (CIS) management companies or investment services providers managing portfolios to aggregate the groups holdings, provided the controlled companies voting rights are exercised independently of the parent company. The independence requirement was not included in the Breton Act on investment management companies since Article L of the Monetary and Financial Code requires such companies to exercise their voting rights exclusively in the interest of the shareholders and unit holders of the CISs under management. In the case of investment services providers providing portfolio management service for third parties, the portfolio manager is not, in principle, called on to exercise the voting rights attached to the shares under discretionary management. Nonetheless, the provisions of the implementing Directive have been transposed in Article of the AMF General Regulation, since the person reaching or crossing a holding threshold may be subject to the laws of another country. Notification contents and deadlines The European Commission has published a standard form that sets out the contents of notifications of major holdings. The regulators are supposed to make this form available to investors and they are invited to submit their comments on it by June This form has been appended to the proposed General Regulation. It should be noted that it is based on European legislation and, consequently, it is not necessarily adapted to the specificities of French law. One of the notes to the form provides a list indicating the persons who are required to make notifications and the form provides for less stringent notification requirements with regard to voting rights held through proxies for shareholders meetings. The Directive applies the principle of minimum harmonisation, which means that the Member States can add further clauses. The public consultation participants are requested to give their comments on this form, which may eventually become mandatory. The publication deadlines for notifications are dealt with in the Transparency Directive, which stipulates that, in principle, issuers should publish notifications within three trading days of receiving them. However, the directive also stipulates that the competent authority may decide to publish the notification in the issuer s place, provided that it does so within the three-day deadline and that it complies with the dissemination criteria applying to regulated information. To meet the deadlines imposed by the Directive, the AMF will no longer verify the coherence of the notifications before publication. The forms will be posted as-is to the AMF website as soon as they are complete. The use of the forms will also become mandatory. Pending the adoption of a harmonised form at the European level, the current notification form will be incorporated into an AMF Instruction 16. These forms will be filed with the AMF electronically. 16 This form can be downloaded from the Issuers page of the AMF website:

6 - 6 - ANNEX I DRAFT GENERAL REGULATION

7 - 7 - TITLE II - PERIODIC AND ONGOING DISCLOSURE OBLIGATIONS (Arrêté du 4 janvier 2007) TITLE II - PERIODIC AND ONGOING DISCLOSURE OBLIGATIONS (Arrêté du 4 janvier 2007) CHAPTER I - COMMON PROVISIONS AND DISSEMINATION OF REGULATED INFORMATION CHAPTER I - COMMON PROVISIONS AND DISSEMINATION OF REGULATED INFORMATION Article For the purposes of this title: 1 "issuer" means any legal entity or corporate body with publicly listed status or whose financial instruments are the underlying securities for a futures contract or for a financial instrument admitted to trading on a regulated market; 2 Where the issuer's financial instruments are admitted to trading on a regulated market, "regulated information" means the following documents and information: a) the annual financial report referred to in Article 222-3; b) the half-yearly financial report referred to in Article 222-4; c) the quarterly financial reporting referred to in paragraph IV of Article L of the Monetary and Financial Code; d) the reports referred to in Article concerning the conditions for preparing and organising the work of the board of Article For the purposes of this title: 1 "issuer" means any legal entity or corporate body with publicly listed status or whose financial instruments are the underlying securities for a futures contract or for a financial instrument admitted to trading on a regulated market; 2 Where the issuer's financial instruments are admitted to trading on a regulated market, "regulated information" means the following documents and information: a) the annual financial report referred to in Article 222-3; b) the half-yearly financial report referred to in Article 222-4; c) the quarterly financial reporting referred to in paragraph IV of Article L of the Monetary and Financial Code; d) the reports referred to in Article concerning the conditions for preparing and organising the work of the board of directors or the supervisory board and the internal control procedures put in place by issuers ; 7

8 - 8 - directors or the supervisory board and the internal control procedures put in place by issuers ; e) the news release concerning the fees paid to statutory auditors referred to in Article 222-8; f) information on the total number of voting rights and the number of shares making up the share capital referred to in Article ; g) the description of the buyback programmes referred to in Article 241-2; h) the press release setting out the arrangements for supplying the prospectus referred to in Article ; i) the information published in accordance with Article ; j) a press release stipulating the procedures for supplying and accessing the information referred to in Article R of the Commercial Code; k) a monthly release containing the information on share buybacks referred to in point 1 of Article 241-4, published by the issuer over the past month ; l) The information published pursuant to Article ; Where none of the issuer's financial instruments is admitted to trading on a regulated market, "regulated information" means the documents and information referred to in d, e, h and i. 3 "person" means a natural person or a e) the news release concerning the fees paid to statutory auditors referred to in Article 222-8; f) information on the total number of voting rights and the number of shares making up the share capital referred to in Article ; g) the description of the buyback programmes referred to in Article 241-2; h) the press release setting out the arrangements for supplying the prospectus referred to in Article ; i) the information published in accordance with Article ; j) a press release stipulating the procedures for supplying and accessing the information referred to in Article R of the Commercial Code; k) a monthly release containing the information on share buybacks referred to in point 1 of Article 241-4, published by the issuer over the past month ; lk) The information published pursuant to Article Where none of the issuer's financial instruments is admitted to trading on a regulated market, "regulated information" means the documents and information referred to in d, e, h and i. 3 "person" means a natural person or a corporate body. The elimination of the monthly release has been proposed because transactions are reported in a weekly disclosure posted to the issuer's website. Renumbering. 8

9 - 9 - corporate body. The provisions of this title also apply to the senior managers of the issuer, legal entity or corporate body concerned. The provisions of this title also apply to the senior managers of the issuer, legal entity or corporate body concerned. Article I. - Where the AMF is the competent authority for monitoring compliance with the requirements relating to the information referred to in a, b, c, f, i and l of points 2 of Article 221-1, this information shall be drafted: Article I. - Where the AMF is the competent authority for monitoring compliance with the requirements relating to the information referred to in a, b, c, f, i and lk of points 2 of Article 221-1, this information shall be drafted: 1 In French if the financial instruments are admitted to trading on a French regulated market. 1 In French if the financial instruments are admitted to trading on a French regulated market. However, in the cases referred to in paragraph II of Article , the information referred to in a, b, c, f, i and l of point 2 of Article may be in a language other than French that is customary in the sphere of finance. However, in the cases referred to in paragraph II of Article , the information referred to in a, b, c, f, i and lk of point 2 of Article may be in a language other than French that is customary in the sphere of finance. 2 In French or another language customary in the sphere of finance if the financial instruments are not admitted to trading on a French regulated market. 2 In French or another language customary in the sphere of finance if the financial instruments are not admitted to trading on a French regulated market in a State party to the European Economic Area, other than France. Clarification. II. - Where the AMF is not the competent authority for monitoring the information referred to in paragraph I and where the II. - Where the AMF is not the competent authority for monitoring the information 9

10 financial instruments are admitted to trading on a French regulated market, that information shall be in French or another language customary in the sphere of finance. III. - Notwithstanding point 5 of Article L of the Monetary and Financial Code, where the minimum denomination of the financial instruments is EUR 50,000 or the foreign currency equivalent, the regulated information to be supplied shall be in French or another language customary in the sphere of finance. Article I. - The issuer shall ensure that the regulated information defined in Article is disseminated effectively and in full. II. - The issuer shall post the regulated information on its website as soon as it has been disseminated. The information shall remain on the site for at least five years from the date of dissemination.. Where none of the issuer's financial instruments is admitted to trading on a regulated market, regulated information shall be deemed to have been fully and effectively disseminated, in accordance with paragraph I, if it is posted on the Article The dissemination of regulated information for the purposes of Article 21(1) of Directive 2004/109/EC shall be carried out in compliance with the minimum standards set out in paragraphs 2 to Regulated information shall be disseminated in a manner ensuring that it is capable of being disseminated to as wide a public as possible, and as close to simultaneously as possible in the home Member State, or the Member State referred to in Article 21(3) of Directive 2004/109/EC, and in the other Member referred to in paragraph I and where the financial instruments are admitted to trading on a French regulated market, that information shall be in French or another language customary in the sphere of finance. III. - Notwithstanding point 5 of Article L of the Monetary and Financial Code, where the minimum denomination of the financial instruments is EUR 50,000 or the foreign currency equivalent, the regulated information to be supplied shall be in French or another language customary in the sphere of finance. Article I. - The issuer shall ensure that the regulated information defined in Article is disseminated effectively and in full. II. - The issuer shall post the regulated information on its website as soon as it has been disseminated. The information shall remain on the site for at least five years from the date of dissemination.. Where none of the issuer's financial instruments is admitted to trading on a regulated market, regulated information shall be deemed to have been fully and effectively disseminated, in accordance with paragraph I, if it is posted on the Article 12 of the implementing Directive has already been transposed in Article by the Decree of 4 January

11 website. Article I. - For issuers with financial instruments admitted to trading on a regulated market, dissemination is considered full and effective if it makes it possible to: 1 reach the widest possible audience in the shortest possible period of time between its being distributed in France and in the other Member States of the European Community or other States party to the European Economic Area (EEA) agreement; 2 transmit the regulated information in full to the media in a way that ensures secure transmission, minimises the risk of data corruption and unauthorised access, and allows total certainty as to the source of the transmitted information; 3 identify clearly the issuer concerned, the purpose of the regulated information and the date and time at which the issuer transmitted it. States. 3. Regulated information shall be communicated to the media in unedited full text. However, in the case of the reports and statements referred to in Articles 4, 5 and 6 of Directive 2004/109/EC, this requirement shall be deemed fulfilled if the announcement relating to the regulated information is communicated to the media and indicates on which website, in addition to the officially appointed mechanism for the central storage of regulated information referred to in Article 21 of that Directive, the relevant documents are available. 4. Regulated information shall be communicated to the media in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the regulated information. Security of receipt shall be ensured by remedying as soon as possible any failure or disruption in the communication of regulated information. The issuer or the person who has applied for admission to trading on a regulated market without the issuer's consent shall not be responsible for systemic errors or shortcomings in the media to which the regulated information has been communicated. 5. Regulated information shall be website. Article I The provisions of this Article shall apply to issuers whose financial instruments are admitted to trading on a regulated market and for whom the AMF is the competent authority for supervising the regulated information. II. - For issuers with financial instruments admitted to trading on a regulated market, dissemination is considered Full and effective dissemination of regulated information shall be made in a manner ensuring that it is capable of being disseminated to if it makes it possible to: as wide a public as possible, and as close to simultaneously as possible in France and in the other Member States of the European Community or the States party to the European Economic Area Agreement. 2 transmit the regulated information Regulated information shall be communicated to the media in full in a manner which ensures the security of the communication, minimises the risk of data corruption and unauthorised access, and provides certainty as to the source of the information communicated. 3 identify It shall clearly mention the issuer concerned, the subject matter of Clarification of the scope of application of Article Renumbering and clarification of the current wording, since only the dissemination procedures are concerned. 11

12 The issuer shall rectify as quickly as possible any shortcomings or disruptions in the transmission of regulated information. The issuer shall not be held liable for systemic defects or malfunctions in the media to which the regulated information has been transmitted. II. - The issuer shall provide the AMF, on request, with the following: 1 the name of the person that transmitted the regulated information to the media; 2 details of the security measures taken; 3 the date and time at which the information was transmitted to the media; 4 the means by which the information was transmitted; 5 details of any embargo placed on the information by the issuer, where such is the case. III. - The issuer is deemed to have fulfilled the requirement referred to in paragraph I of Article and the AMF filing requirement referred to in Article when it transmits regulated information electronically to a primary information provider that follows the transmission procedures described in paragraph I and communicated to the media in a way which makes clear that the information is regulated information, identifies clearly the issuer concerned, the subject matter of the regulated information and the time and date of the communication of the information by the issuer or the person who has applied for admission to trading on a regulated market without the issuer's consent. Upon request, the issuer or the person who has applied for admission to trading on a regulated market without the issuer's consent shall be able to communicate to the competent authority, in relation to any disclosure of regulated information, the following: a) the name of the person who communicated the information to the media; b) the security validation details; c) the time and date on which the information was communicated to the media; d) the medium in which the information was communicated; e) applicable, details of any embargo placed by the issuer on the regulated information. the regulated information and the time and date of the communication of the information by the issuer. The issuer shall remedy as quickly as possible any failures or disruptions in the transmission of regulated information. The issuer shall not be held liable for systemic errors or shortcomings in the media to which the regulated information has been communicated. III. - The issuer shall provide the AMF, on request, with the following: 1 the name of the person that transmitted the regulated information to the media; 2 details of the security measures taken; 3 the date and time at which the information was transmitted to the media; 4 the means by which the information was transmitted; 5 details of any embargo placed on the information by the issuer, where such is the case. IV. - The issuer shall be deemed to have fulfilled the requirement referred to in paragraph I of Article and the AMF filing requirement referred to in Article when it transmits regulated information electronically to a primary information provider that follows the transmission procedures described in Renumbering. Renumbering. 12

13 that is registered on a list published by the AMF. paragraph I and that is registered on a list published by the AMF. IV. - For the reports and information referred to in a, b, c and d of point 2 of Article 221-1, the issuer may distribute a news release, in accordance with the procedures provided for in this article, describing how such reports and information are to be made available. In this case, the provisions of paragraph I of Article are waived. V. - The issuer shall also make a financial disclosure through the print media, at a frequency and in a presentation format that it considers appropriate to its size and shareholder base. This disclosure must not be misleading and must be consistent with the information referred to in paragraph I of Article Article The regulated information is filed electronically with the AMF by the issuer at the same time as it is disseminated, as specified in an AMF instruction. Article The provisions of Articles and apply to issuers having financial instruments, as referred to in paragraphs I and II of Article L of the Monetary and Financial Code, that are admitted to trading solely on a regulated market, even IV. - For the reports and information referred to in a, b, c and d of point 2 of Article 221-1, the issuer may distribute a news release, in accordance with the procedures provided for in this article, describing how such reports and information are to be made available. In this case, the provisions of paragraph I of Article are waived. VI - The issuer shall also make a financial disclosure through the print media, at a frequency and in a presentation format that it considers appropriate to its size and shareholder base. This disclosure must not be misleading and must be consistent with the information referred to in paragraph I of Article Article The regulated information is filed electronically with the AMF by the issuer at the same time as it is disseminated, as specified in an AMF instruction. Article The provisions of Articles and apply to issuers having financial instruments, as referred to in paragraphs I and II of Article L of the Monetary and Financial Code, that are admitted to trading solely on a regulated market, even if the issuer has its registered office Renumbering. Renumbering. No change. No change. 13

14 if the issuer has its registered office outside France and is not subject to the requirements of the above article. CHAPTER II - PERIODIC INFORMATION outside France and is not subject to the requirements of the above article. CHAPTER II - PERIODIC INFORMATION Section 1 - Financial and accounting Information Section 1 - Financial and accounting Information SUB-SECTION 1 - GENERAL PROVISIONS SUB-SECTION 1 - GENERAL PROVISIONS Article The provisions of this section apply to French issuers referred to in paragraph I of Article L of the Monetary and Financial Code. Article The provisions of this section apply to French issuers referred to in paragraph I of Article L of the Monetary and Financial Code. They also apply : They also apply : 1to issuers referred to in point 1 or point 2 of paragraph II of Article L if they have chosen the AMF as the competent authority for monitoring compliance with the disclosure requirements stipulated therein. 1to issuers referred to in point 1 or point 2 of paragraph II of Article L if they have chosen the AMF as the competent authority for monitoring compliance with the disclosure requirements stipulated therein. That choice is valid for three years, unless the financial instruments concerned are no longer admitted to trading on a market anywhere in a Member State of the European Community or a state party to the EEA agreement. Article 2 Where the issuer makes a choice of home Member State, that choice shall be That choice is valid for three years, unless the financial instruments concerned are no longer admitted to trading on a market anywhere in a Member State of the European Community or a state party to the EEA agreement. Article 2 of Directive 2007/14/EC has already been transposed in the General Regulation by the Decree of 4 January 14

15 The choice takes the form of a statement published in accordance with Article and filed with the AMF as provided in Article Where the issuer's financial instruments are no longer admitted to trading on a regulated market of a Member State of the European Community or a state party to the EEA agreement or where the issuer chooses another competent authority to monitor compliance with the disclosure requirements stipulated in Article L , it informs the AMF thereof in accordance with the procedures described in the above sub-paragraph. disclosed in accordance with the same procedure as regulated information. The choice takes the form of a statement published in accordance with Article and filed with the AMF as provided in Article Where the issuer's financial instruments are no longer admitted to trading on a regulated market of a Member State of the European Community or a state party to the EEA agreement or where the issuer chooses another competent authority to monitor compliance with the disclosure requirements stipulated in Article L , it informs the AMF thereof in accordance with the procedures described in the above sub-paragraph to issuers referred to point 3 of paragraph II of Article L when the first public issue of securities was made in France, subject to a subsequent election by the issuer where such issue was not made by the issuer itself. Article In the event of a change in the consolidation that affects the accounts by more than 25%, the issuer shall issue pro forma information pertaining at least to the current financial year, as specified in an AMF instruction. SUB-SECTION 2 - ANNUAL FINANCIAL REPORTS 2 to issuers referred to point 3 of paragraph II of Article L , and without prejudice to the provisions of paragraph VIII of said Article, when the first public issue of securities was made in France, subject to a subsequent election by the issuer where such issue was not made by the issuer itself. Article In the event of a change in the consolidation that affects the accounts by more than 25%, the issuer shall issue pro forma information pertaining at least to the current financial year, as specified in an AMF instruction. SUB-SECTION 2 - ANNUAL FINANCIAL REPORTS Reference to the AMF s right to exempt an issuer from a third country from the periodic information requirements if it is subject to equivalent requirements in its home country. No change. No change. 15

16 Article I. - The annual financial report referred to in paragraph I of Article L of the Monetary and Financial Code shall include: Article I. - The annual financial report referred to in paragraph I of Article L of the Monetary and Financial Code shall include: 1 the annual accounts; 2 where applicable, the consolidated accounts prepared in accordance with Regulation (EC) 1606/2002 of 19 July 2002 on the application of international accounting standards; 3 a management report containing at least the information referred to in Articles L , L and the second sub-paragraph of Article L of the Commercial Code and, if the issuer is required to prepare consolidated accounts, in Article L of that Code; 4 a statement made by the natural persons taking responsibility for the annual financial report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, the accounts are prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities financial position and profit or loss of the issuer and the undertakings in the consolidation taken as a whole, and that the management report includes a fair review of the development and performance of the business, profit or loss and financial position of the issuer 1 the annual accounts; 2 where applicable, the consolidated accounts prepared in accordance with Regulation (EC) 1606/2002 of 19 July 2002 on the application of international accounting standards; 3 a management report containing at least the information referred to in Articles L , L and the second sub-paragraph of Article L of the Commercial Code and, if the issuer is required to prepare consolidated accounts, in Article L of that Code; 4 a statement made by the natural persons taking responsibility for the annual financial report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, the accounts are prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities financial position and profit or loss of the issuer and the undertakings in the consolidation taken as a whole, and that the management report includes a fair review of the development and performance of the business, profit or loss and financial position of the issuer 16

17 and the undertakings in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; 5 the report of the statutory auditors on the annual accounts and, where applicable, the consolidated accounts. and the undertakings in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; 5 the report of the statutory auditors on the annual accounts and, where applicable, the consolidated accounts. II. - The issuer may include in the annual financial report referred to in paragraph I the news release concerning the statutory auditors' fees referred to in Article and the reports referred to in Article In this case, they are not required to publish this information separately. SUB-SECTION 3 - HALF-YEARLY FINANCIAL REPORTS II. - The issuer may include in the annual financial report referred to in paragraph I the news release concerning the statutory auditors' fees referred to in Article and the reports referred to in Article In this case, they are not required to publish this information separately. SUB-SECTION 3 - HALF-YEARLY FINANCIAL REPORTS Article I. - The half-yearly financial report referred to in paragraph III of Article L of the Monetary and Financial Code shall include: 1 complete or condensed accounts for the past half-year, in consolidated form where necessary, prepared either under IAS 34 or in accordance with Article 222-5; 2 an interim management report; 3 a statement made by the natural persons taking responsibility for the halfyearly financial report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, Article I. - The half-yearly financial report referred to in paragraph III of Article L of the Monetary and Financial Code shall include: 1 complete or condensed accounts for the past half-year, in consolidated form where necessary, prepared either under IAS 34 or in accordance with Article 222-5; 2 an interim management report; 3 a statement made by the natural persons taking responsibility for the halfyearly financial report, whose names and functions are clearly indicated, to the effect that, to the best of their knowledge, the accounts are prepared in accordance Correction. 17

18 the accounts are prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities financial position and profit or loss of the issuer and the undertakings in the consolidation taken as a whole, and that the interim management report includes a fair review of the information referred to in Article 222-6; 4 the statutory auditors' report on the limited review of the aforementioned accounts. Where the legal provisions applicable to the issuer do not require a report from the statutory or regulatory auditors on the interim accounts, the issuer shall mention this in its report. Article I. - Where the issuer is not required to prepare consolidated accounts or apply international accounting standards, the interim accounts shall contain at least the following : 1 balance sheet ; 2 income statement ; 3 statement of changes in equity ; 4 cash flow statement ; 5 accounting policies and explanatory notes. Article 3 1.The minimum content of the condensed set of half-yearly financial statements, where that set is not prepared in accordance with international accounting standards adopted pursuant to the procedure provided for under Article 6 of Regulation (EC) No 1606/2002, shall be in accordance with paragraphs 2 and 3 of this Article. with the applicable set of accounting standards and give a true and fair view of the assets, liabilities financial position and profit or loss of the issuer and the undertakings in the consolidation taken as a whole, and that the interim management report includes a fair review of the information referred to in Article 222-6; 4 the statutory auditors' report on the limited review of the aforementioned accounts. Where the legal provisions applicable to the issuer do not require a report from the statutory or regulatory auditors on the interim accounts, the issuer shall mention this in its report. Article I. - Where the issuer is not required to prepare consolidated accounts or apply international accounting standards, the interim accounts shall contain at least the following: 1 balance sheet; 2 income statement; 3 statement of changes in equity; 4 cash flow statement; 5 accounting policies and explanatory notes. These accounts may be in condensed form and the explanatory notes may contain only a selection of the most material notes. These accounts may be in condensed form and the explanatory notes may contain only a selection of the most material notes. The condensed balance sheet and the 18

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