Free translation - For information purposes only SRP GROUPE

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1 Free translation - For information purposes only SRP GROUPE A limited liability company (société anonyme) with a Board of Directors with share capital of 1,312, Registered office: 1, rue des Blés ZAC Montjoie La Plaine Saint-Denis R.C.S. Bobigny BY-LAWS As of 25 November 2015

2 First article Form CHAPTER 1 FORM OBJECT NAME REGISTERED OFFICE DURATION FISCAL YEAR The company (hereinafter the Company ) is a limited liability company (société anonyme) governed by applicable laws and regulations, as well as by these by-laws. Article 2 Purpose The Company s corporate purposes are, directly or indirectly, in France as well as abroad: the purchase, subscription, holding, management, transfer or contribution of shares or other securities in any company; the provision of any service or consulting in human resources, information technology, management, communication, finance, legal matters, marketing, and sales purchases to its subsidiaries and direct or indirect interests; the group financing activities, and, as such, the provision of any type of financial assistance to companies of the group of companies to which the Company belongs; and, more generally, any transaction, whether financial, commercial, industrial, civil, in real or moveable property, that may be directly or indirectly linked to the corporate purposes described above or any similar or related purposes, as well as likely to directly or indirectly foster the aims of the Company, its expansion, development and corporate assets. Article 3 Name The Company name is : SRP Groupe Any instruments or other documents emanating from the Company and intended for third parties must state the company name, immediately preceded or followed by the words société anonyme or by its abbreviation S.A., by the number of the Company s registration at the Corporate and Trade Registry and by a statement of the share capital amount. Article 4 Registered Office The registered office shall be at 1 rue des Blés ZAC Montjoie La Plaine Saint-Denis. It may be transferred to any other place in the same département or in a neighboring département by a decision of the Board of Directors, subject to ratification of that decision by the next ordinary general meeting, and to any other place in France pursuant to a resolution of the extraordinary general meeting. In the event of a transfer decided by the 2

3 Board of Directors in the same département or in a neighboring département, the Board of Directors shall be authorized to amend the by-laws accordingly. Article 5 Duration The term of the Company shall be 99 years with effect from the date of its registration at the Corporate and Trade Registry, unless earlier dissolved or extended. Article 6 Fiscal year The duration of the fiscal year is twelve months; it shall begin on January 1 and ends on December 31 of each year. Article 7 Share capital The share capital is 1,312, CHAPTER 2 SHARE CAPITAL It is divided into 32,824,954 ordinary shares of 0.04 each, fully paid-up and all of the same class. Article 8 Modifications to the share capital The share capital can be increased, decreased or paid-up within the provisions of the law and these by-laws. CHAPTER 3 SHARES Article 9 Payment (libération) of shares The payment of shares issued for cash as a result of a capital increase shall be conducted in accordance with applicable laws and regulations, as well as with the decisions of the general meetings and the Company s Board of Directors. Initial shares (actions d apport) shall be fully paid-up upon issuance. Shares may not be a contribution of intangible assets (apports en industrie). 3

4 Article 10 Form of shares Fully paid-up shares may be held in registered (au nominatif) or bearer (au porteur) form, at the shareholder s discretion, in accordance with the provisions of applicable regulations. In accordance with the provisions of applicable laws and regulations, as long as the Company s shares are admitted to trading on a regulated market, the Company shall be entitled to require identification from the holders of securities that provide an immediate or future voting right in its general meetings, as well as the amounts of shares held. Article 11 Rights and obligations attached to the shares 1 With the exception of any rights that may be granted to shares of different classes in the event such classes were to be created, each share shall carry a right to ownership of the Company s profits and corporate assets proportional to the portion of capital it represents. Furthermore, in accordance with the legal and statutory conditions, it shall carry a right to vote and to be represented at the general meetings. A double voting right shall be allocated to fully paid-up shares having been continuously owned in registered form (au nominatif) by the same shareholder for a minimum period of at least two (2) years. For the calculation of such holding period, the period of time during which the Company s ordinary shares were held prior to the date on which the Company s shares have been admitted to trading on the Euronext Paris market shall be taken into account. In accordance with Article L para. 2 of the French Commercial Code, in the event of a capital increase by capitalization of reserves, profits or issue premiums, the double voting right shall be granted with respect to the new shares freely allocated to a shareholder for old shares in respect of which he or she already benefited from such double voting right, as soon as the new shares are issued. Such double voting right can be exercised at any general meeting. Any share that is converted to bearer form or of which the ownership is transferred shall lose the double voting right. Nevertheless, the transfer of ownership pursuant to an inheritance, liquidation of communal property by spouses, or donation inter vivos for the benefit of a spouse or relative entitled to inherit, shall not result in the loss of the acquired double voting right and shall not interrupt the time period provided for in the second sub-paragraph of this article. 2 Shareholders liabilities do not exceed their initial investment. The rights and obligations attached to the shares are transferred to any owner thereof. The ownership of a share implies acceptance of the by-laws and resolutions of shareholders meetings. 3 Whenever it is necessary to own several shares in order to exercise any right, individual shares or numbers of shares lower than the required number will not give their holders any 4

5 right against the Company, and in that situation, shareholders must make their own arrangements to group together to reach to required number of shares. Article 12 Indivisibility of shares. Usufruct 1 The shares are indivisible as regards the Company. Joint owners of undivided shares shall be represented by one of them or a single authorized representative at general meetings. In the event of a dispute, the representative is appointed by a court of law at the request of the most active co-owner. 2 If the shares are held in usufruct, their registration must specify the existence of the usufruct. Unless the Company is informed of an agreement to the contrary by registered letter with an acknowledgement of receipt, the voting right shall belong to the usufructuary at the ordinary general meetings and to the bare owner at the extraordinary general meetings. Article 13 Inheritance and transfer of shares Shares held in registered (au nominatif) or bearer (au porteur) form are freely negotiable, notwithstanding any legal or regulatory provisions to the contrary. They shall be registered in an account and their transfer with respect to the Company and third parties shall be carried out by account-to-account transfers, pursuant to the procedures laid down by applicable legal and regulatory provisions. Article 14 Statutory Thresholds 1 As long as the Company s shares are listed for trading on a regulated market, in addition to the declarations of crossing of thresholds expressly stipulated by applicable legal and regulatory provisions, any individual or legal entity who comes to hold: directly or indirectly through companies it controls as defined by Article L of the French Commercial Code, alone or in concert as defined by Article L of the French Commercial Code, a fraction of the share capital or voting rights, calculated pursuant to the provisions of Articles L and L of the French Commercial Code and the provisions of the French Financial Markets Authority General Regulations, equal to or greater than: 3% of the share capital or voting rights, or above this threshold, any additional fraction of 3% of the Company s share capital or voting rights, including beyond the disclosure thresholds stipulated by law, must notify the Company of the total number of: 5

6 shares and voting rights that he or she holds, directly or indirectly, alone or in concert, securities giving future rights to the capital of the Company which he or she holds, directly or indirectly, alone or in concert, as well as the voting rights potentially attached to such shares, and already-issued shares that such person may acquire pursuant to an agreement or financial instrument described in Article L of the French Monetary and Financial Code, by registered letter with an acknowledgement of receipt within a period of four trading days from the date the applicable threshold is crossed. This obligation to inform the Company shall also apply to cases referred to in paragraph VI bis of Article L of the French Commercial Code, which will be deemed applicable mutatis mutandis to the thresholds referred to in paragraph 14.1 of these by-laws. 2 The obligation to inform the Company shall also apply, with the same deadlines and under the same conditions, when the shareholder s interest in the capital or voting rights falls below one of the thresholds referred to in paragraph 14.1 above. 3 Penalties provided by law in situations in which the obligation to declare the crossing of the legal thresholds has not been respected shall apply to statutory thresholds only upon a request, recorded in the minutes of the general meeting, by one or more shareholders holding at least three percent (3%) of the Company s capital or voting rights. 4 The Company reserves the right to inform the public and the shareholders of either the information of which it has been notified or the non-compliance by the applicable person with the aforementioned obligation. CHAPTER 4 MANAGEMENT OF THE COMPANY Article 15 Board of Directors 1 Composition The Company shall be managed by a Board of Directors composed of at least three members and at most eighteen members, subject to the exceptions stated by law. 2 Designation During the term of the Company, directors shall be appointed, renewed or removed under the conditions provided for by applicable legal or regulatory provisions and by these by-laws. 6

7 3 Duration of the terms of office Directors shall be appointed for a four-year term. As an exception, the general meeting may appoint certain directors for a period of less than four (4) years or, as the case may be, reduce the term of office of one or more directors, in order to allow staggered renewal of the Board of Directors. The Board of Directors is renewed on a rotating basis each year. Directors are eligible for re-election. They can be removed at any time by the ordinary general meeting. No more than one-third of the directors in office may be more than seventy (70) years of age. When this age limit is reached during their term of office, the oldest director shall be deemed to have automatically resigned at the end of the next shareholder s general meeting. Directors shall be subject to applicable legal and regulatory provisions regarding the holding of multiple offices. 4 Identity of the directors Directors may be natural or legal entities. Upon their appointment, legal entities must appoint a permanent representative who is subject to the same conditions and obligations, and who incurs the same responsibilities, as if he were a director in his own name, without prejudice to the joint liability with the legal entity he represents. The term of office of the permanent representative shall be granted to him for the duration of the term of office of the legal entity he represents. If the legal entity revokes the appointment of its permanent representative, it must immediately notify the Company, by registered letter, of this dismissal and the name of its new permanent representative. The same applies in the event of the death, resignation or extended unavailability of the permanent representative. 5 The general meeting can grant the directors, as directors attendance fees, a fixed annual amount, whose amount shall remain unchanged until a new decision is taken. Its distribution between the directors shall be determined by the Board of Directors. The directors cannot receive any compensation from the Company, whether or not permanent, other than provided by law. 6 Director representing employee shareholders When the report presented annually by the Board of Directors at the general meeting pursuant to Article L of the French Commercial Code establishes that the shares owned by the employees of the Company and the companies affiliated to it within the meaning of Article L of the French Commercial Code represent more than three per cent (3%) 7

8 of the share capital of the Company, a member of the Board of Directors representing employee shareholders shall be appointed by the ordinary general meeting pursuant to the procedures laid down by applicable legal and regulatory provisions and these by-laws. The term of office of the director representing employee shareholders shall be three (3) years. The duties of the director representing employee shareholders shall cease at the end of the annual general shareholders meeting that approves the financial statements for the previous fiscal year and that is held in the year during which the term of office of such director expires. However, in case of loss of his position as an employee of the Company or of a company affiliated to it within the meaning of Article L of the French Commercial Code, or as shareholder (or member of a company mutual fund holding shares of the Company), the director representing employee shareholders shall be deemed to have automatically resigned and his term of office automatically ends. Until the date of replacement of the director representing employee shareholders, the Board of Directors may validly meet and deliberate. The candidates for appointment as director representing employee shareholders shall be appointed under the following conditions: a) when the voting rights attached to shares held by employees are exercised by the members of the supervisory board of a company mutual fund, such supervisory board can appoint up to two (2) candidates chosen from among its full members representing employees. When several company mutual funds exist, the supervisory boards of these funds may agree, by identical resolutions, to present up to two joint candidates chosen from among all their full members representing employees; b) when the voting right attached to shares held by employees is directly exercised by these employees, candidates shall be appointed by a vote of the employee shareholders pursuant to the conditions set out below. The consultation of the employees shall be organized by any technical means that ensures the reliability of the vote, including electronic communications or mail. Each employee shareholder shall have a number of votes equivalent to the number of shares he or she holds, directly or indirectly through units of a mutual fund that permits individual exercise of the voting rights. Only applications having received at least 5% of the votes cast during the consultation of the employee shareholders may be submitted to the vote of the general meeting. In the event no candidate reaches the 5% threshold, the two candidates who obtained the greatest number of votes shall be presented for election to the ordinary general meeting. For the implementation of paragraph a), the Chairman of the Board of Directors shall contact the supervisory boards of the mutual funds for the appointment of up to two (2) candidates. The supervisory boards must notify the Chairman of the Board of Directors the identity of the candidate(s) elected from among their members at least forty-five (45) days prior to the 8

9 general meeting. Only candidacies of which the Chairman is notified within this period will be eligible to participate. For the implementation of paragraph b), and prior to the meeting of the ordinary general meeting, the Board of Directors shall adopt procedures to consult the employee shareholders who directly exercise their voting rights with respect to the nomination of one or more candidates. The nomination procedures of candidates that are not defined by these by-laws shall be determined by the Board of Directors, particularly regarding the timetable for the nomination of candidates. The same shall apply to the nomination procedures for representatives of the employee shareholders at the general meetings. Each of the procedures mentioned in a) and b) above shall be recorded in minutes containing the number of votes cast for each of the candidates. A list of all the candidates validly appointed shall be established, which should contain at least two candidates. The ordinary general shareholders meeting considers all valid candidacies; the candidate that obtains the highest number of votes held by the shareholders present or represented during this general meeting will be appointed as director representing employee shareholders. The director representing employee shareholders shall not be taken into account in the determination of the minimum and maximum numbers of directors provided by these bylaws. In the event the position of director representing employee shareholders appointed pursuant to the conditions provided above becomes vacant for any reason whatsoever, his or her replacement shall be selected in accordance with these conditions at the latest prior to the next general meeting or, if this meeting occurs less than 4 months after the position became vacant, prior to the next general meeting. The Board of Directors may validly meet and deliberate until the date of replacement of the director representing employee shareholders. In the event that, during the term of office of the director representing employee shareholders, the report presented by the Board of Directors at the ordinary general meeting pursuant to Article L of the French Commercial Code establishes that the shares held in the context of such Article represent less than 3% of the share capital of the Company, the term of office of the director representing employee shareholders shall cease at the end of the ordinary general meeting during which the report of the Board of Directors stating this fact is presented. Article 16 Non-voting member of the Board of Directors (censeur) The ordinary general meeting may appoint a non-voting member (censeur)at the request of the Board of Directors. The Board of Directors may also appoint him or her directly, subject to ratification by the next general meeting. There may only be one non-voting member. 9

10 The non-voting member will be freely chosen based on his competence. Such member shall be appointed for a four (4) year term, unless otherwise determined by the ordinary general meeting, which makes the appointment and may remove him or her at any time. His or her appointment shall terminate at the end of the ordinary general shareholders meeting that approves the financial statements for the previous fiscal year. He or she shall be eligible for re-election. The non-voting member shall examine questions submitted to him or her for review by the Board of Directors or its Chairman. The non-voting member shall attend meetings of the Board of Directors and may participate in the deliberations in a solely consultative capacity, without his or her absence affecting the validity of the deliberations. The non-voting member is convened to the Board s meetings under the same conditions as directors. The non-voting member s position does not provide any compensation. Article 17 Deliberations of the Board of Directors 1 Meetings The Board of Directors shall meet when convened by the Chairman or one of its members and as often as the Company s interests require, it being specified that the frequency and duration of the meetings of the Board of Directors must allow in-depth review and discussion of matters falling within the jurisdiction of the Board. The meeting shall be held at the Company s registered office or at any other place stated in the notice. The convening notice may be issued by any means, including orally. Even in the absence of a notice, the Board of Directors may validly deliberate if all members are present or represented. 2 - The Board of Directors may validly deliberate only if at least half of its members are present. Decisions shall be adopted by a simple majority of the members present or represented. In the event of a tie vote, the Chairman of the meeting shall cast a deciding vote. The Board of Directors shall set the limitations on the powers of the Chief Executive Officer (Directeur général), as the case may be under its internal regulations, by listing transactions for which the prior approval of the Board of Directors is required. The Board of Directors may determine each year either an overall maximum amount within which the Chief Executive Officer may enter into commitments on behalf of the Company in the form of sureties, endorsements and guarantees, or an amount beyond which each of the above 10

11 mentioned commitments may not be entered into; any commitment that exceeds the overall maximum amount or the maximum amount set for a commitment must be specially authorized by the Board of Directors. In compliance with legal and regulatory provisions, internal regulations may provide that directors participating in the Board meeting by means of videoconference or telecommunications that comply with the technical characteristics laid down by applicable legal and regulatory provisions are deemed present for the calculation of the quorum and the majority. Any director may grant a power of attorney to another director to represent him or her at a meeting of the Board of Directors. Each director may only hold one proxy per meeting. 3 - An attendance register shall be kept and signed by the members of the Board of Directors attending the meeting of the Board of Directors, either on their own behalf or as power of attorney holder. The deliberations of the Board of Directors shall be recorded in minutes signed by the chairman of the meeting and by at least one director who participated in the meeting. In case of unavailability of the chairman of the meeting, at least two directors shall sign it. 4 - The Board of Directors shall set its operating procedures in its internal regulations in compliance with the law and the by-laws. It may create committees responsible for examining issues that it or its chairman submit to them for review. The composition and powers of each of these committees, which operate under its responsibility, shall be set by the Board of Directors in internal regulations. 5 Any person called to attend the meetings of the Board of Directors shall bound to confidentiality with regard to information of a confidential nature and that is provided as such by the chairman, as well as to a general obligation of confidentiality. Article 18 Chairman of the Board of Directors 1 - The Board of Directors shall elect a chairman from among its members who are natural persons. The Chairman shall be appointed for a duration that may not exceed that of his or her term of office as director. The Chairman is eligible for re-election. The Chairman of the Board may not be more than 65 years old. If the Chairman reaches this age limit during his term of office as Chairman, he shall be deemed to have automatically resigned. However, his term in office shall continue until the next meeting of the Board of Directors, during which his successor shall be appointed. This resignation from the term of office as chairman does not imply a resignation from the term of office as director. In the event of temporary unavailability or death of the Chairman, the Board of Directors may delegate the duties of the Chairman to a director. 11

12 In the event of temporary unavailability, this delegation shall be given for a limited duration and shall be renewable. In the event of death, it shall be valid until the election of the new Chairman. 2 - The Chairman of the Board of Directors shall organize and manage the work of the Board of Directors, and report on such work to the general meeting. He or she shall oversee the proper functioning of the Company s bodies and ensure, in particular, that the directors are able to carry out their duties. Except in the event that they are not material to any of the parties based on their purpose or financial implications, the Chairman shall receive the agreements related to ordinary transactions concluded under normal terms. The Chairman shall communicate the list and the purpose of the aforesaid agreements to the members of the Board of Directors and to the statutory auditors. Article 19 Senior management (direction générale) 1 Forms of exercise The senior management of the Company shall be conducted either by the Chairman of the Board of Directors or by another natural person, appointed by the Board of Directors from among its members or outside them and bearing the title of Chief Executive Officer, under his or her authority. The Board of Directors may choose between these two forms of exercise of senior management at any time and, at a minimum, shall choose at each expiration of the term of office of the Chief Executive Officer or of the Chairman of the Board of Directors when the latter is also conducting the senior management of the Company. Shareholders and third parties shall be informed of this choice in accordance with the regulatory conditions. When the senior management of the Company is conducted by the Chairman of the Board of Directors, the following provisions related to the Chief Executive Officer shall apply to him. In this case, he shall bear the title of Chairman of the Board of Directors and Chief Executive Officer (Président-Directeur général). 2 Upon a proposal by the Chief Executive Officer, the Board of Directors may appoint one or more natural persons bearing the title of Deputy CEO (Directeur général délégué) to be in charge of assisting the Chief Executive Officer. The number of Deputy CEOs may not exceed five. The Chief Executive Officer and the Deputy CEOs may not be more than 65 years old. If the Chief Executive Officer or one of the Deputy CEOs were to reach this age limit during his or her term in office, he or she shall be deemed to have automatically resigned from office. His or her term of office would nevertheless continue until the next meeting of the Board of 12

13 Directors, during which the new Chief Executive Officer or the new Deputy CEO, as the case may be, will be appointed. The duration of the term of office of the Chief Executive Officer or of the Deputy CEOs shall be determined upon their nomination, but such duration shall not exceed that of his term of office as a director, if applicable. 3 - The Chief Executive Officer may be removed at any time by the Board of Directors. This also applies to Deputy CEOs, upon a proposal by the Chief Executive Officer. Should the removal be decided without due cause, it may result in damages, except in the event the Chief Executive Officer handles the duties of Chairman of the Board of Directors. When the Chief Executive Officer ceases or is prevented from performing his duties, the Deputy CEOs shall keep their duties and powers until the appointment of the new Chief Executive Officer, unless otherwise decided by the Board. The Board of Directors shall determine the compensation of the Chief Executive Officer and the Deputy CEOs. 4 - The Chief Executive Officer shall be vested with full power to act in all circumstances on behalf of the Company. He or she shall exercise these powers within the limits of the corporate purposes and subject to the powers expressly reserved to the shareholders meeting and the Board of Directors by law. The Chief Executive Officer shall represent the Company in its relations with third parties. The Company shall be bound by acts of the Chief Executive Officer even if such acts do not fall within the corporate purposes, except if it is proven that the third party knew the act exceeded the corporate purposes or that the third party could not have been unaware thereof given the circumstances. Mere publication of the by-laws shall not be sufficient to constitute such proof. Decisions of the Board of Directors limiting the powers of the Chief Executive Officer shall not be enforceable against third parties. 5 -The Board of Directors, with the agreement with the Chief Executive Officer, shall determine the scope and duration of the powers granted to the Deputy CEOs. The Deputy CEOs shall have the same powers as the Chief Executive Officer with respect to third parties. 6 - The Chief Executive Officer or the Deputy CEOs may, within the limits set by applicable legislation, delegate the powers they deem appropriate, for one or more specific purposes, to any agent, including outside the Company, whether taken individually or grouped together in a committee or commission, with or without the option of substitution, subject to the limits set by law. These powers may be permanent or temporary, and may include the option of substitution or not. The delegations granted in this framework shall remain in effect regardless of the expiration of the duties of the person who granted them. 13

14 CHAPTER 5 GENERAL MEETINGS Article 20 General meetings 1 Notice, place of meeting General meetings shall be convened within the terms, conditions and time limits provided by law. They shall be held either at the registered office or in any other place stated in the notice. 2 - Agenda The agenda of the meeting shall be provided in notice and letters convening the meeting and shall be determined by the author of the notice. The meeting may only deliberate on matters on its agenda; it may nonetheless remove one or more directors and replace them under any circumstances. One or more shareholders representing at least the portion of capital provided by law, and acting in accordance with the legal conditions and time limits, may request draft resolutions be included on the agenda. 3 - Access to meetings Any shareholder shall have the right to attend general meetings and participate in the deliberations either personally or through an agent. Any shareholder may participate in meetings in person or through an agent, upon proof of his identity and proof of ownership of his shares in the form of an account record of his shares in accordance with the conditions provided by applicable legal and regulatory provisions. Pursuant to a decision of the Board of Directors to use such telecommunication means that is published in the meeting notice or in the convening notice, shareholders who participate in the meeting by means of videoconference or other telecommunication or teletransmission, including via the Internet (provided that such methods allow identification of such shareholders in accordance with the conditions provided by applicable regulation), shall be deemed present for purposes of calculating the quorum and majority. Pursuant to a decision of the Board of Directors, any shareholder may vote remotely or give his proxy pursuant to applicable regulations using a form prepared by and sent to the Company and in accordance with the conditions provided by applicable regulations, including by electronic or teletransmission means. This form must be received by the Company in accordance with the regulatory conditions in order to be taken into account. 14

15 Meeting minutes shall be prepared and copies of such minutes shall be certified and issued in accordance with applicable regulation. The legal representatives of legally incapacitated shareholders and natural persons representing shareholding legal entities may participate in meetings, whether or not they are shareholders themselves. 4 - Attendance sheet, Bureau, minutes An attendance sheet containing the information required by law shall be kept for each meeting. Meetings shall be chaired by the Chairman of the Board of Directors or, in his or her absence or in case of failure (carence), by a director to whom the Board of Directors delegates such function. Otherwise, the meeting shall elect its own chairman. The duties of polling officers (scrutateurs) shall be performed by the two members of the meeting, who are present and accepting these duties, and who themselves or as agents control the largest number of votes. The Meeting Officers (the Bureau) appoint the secretary, who may be chosen from outside the shareholders. The duties of the members of the Bureau shall be to verify, certify and sign the attendance sheet, ensure the proper conduct of discussions, resolve incidents at meetings, count the votes cast, ensure their validity and oversee the preparation of the minutes. Minutes shall be prepared and copies or excerpts of the deliberations shall be issued and certified in accordance with the law. 5 Ordinary general meeting The ordinary general meeting shall be the type of meeting that is called to make all decisions that do not amend the by-laws. It shall meet at least once a year within six months after the closing of each fiscal year in order to approve the financial statements for that fiscal year and the consolidated financial statements. The first time the ordinary general meeting is convened, it may validly deliberate only if the shareholders present or represented, or who have voted by mail or remotely, hold at least onefifth of the voting shares. The second time the general meeting is convened, no quorum shall be required. The ordinary general meeting shall make decisions by a majority of the votes held by the shareholders present, represented or who have voted by mail or remotely. 15

16 6 Extraordinary general meeting Only the extraordinary general meeting is authorized to amend any and all provisions of the by-laws. It may not, however, increase shareholders commitments, except in the case of transactions resulting from a legally performed reverse stock split. It may validly deliberate only if the shareholders present, represented or who have voted by mail or remotely hold at least one quarter of the voting shares the first time the general meeting is convened, or one-fifth of the voting shares the second time the general meeting is convened. If this second quorum is not reached, the second meeting may be postponed to a date no more than two months apart from the date on which it was convened. The extraordinary general meeting shall make decisions by a two-third majority of the votes of the shareholders present, represented or who have voted by mail or remotely. However, the extraordinary general meeting may not in any case increase shareholders commitments nor alter their equality of rights except by a unanimous vote of the shareholders. CHAPTER 6 ANNUAL FINANCIAL STATEMENTS ALLOCATION OF PROFITS AND LOSSES Article 21 Annual financial statements The Board of Directors shall keep regular accounts of the corporate transactions and establish annual financial statements in accordance with the law and business practice. A general meeting, called to approve the financial statements of the year and the consolidated financial statements, must meet each year within six months after the closing of each fiscal year, or, in case of extension, within the time limit authorized by a court. Article 22 Allocation of profits and losses The profit or loss for each fiscal year shall be determined in accordance with applicable legal and regulatory provisions. From the profit of the fiscal year, less any previous losses, at least 5% shall first be collected for the constitution of a reserve fund as required by law. This deduction shall cease to be mandatory when the reserve fund reaches one tenth of the share capital. The ordinary general meeting or any other general meeting may decide to distribute sums and/or values drawn down in cash or in kind from the reserves at its disposal, expressly indicating the reserve accounts from which such deductions are made. However, dividends must first be deducted from the distributable income of the fiscal year. 16

17 The general meeting shall have the right to grant an option between payment in cash and payment in shares to shareholders, for all or part of the dividend distributed or of the interim dividends, in accordance with the conditions set by the applicable regulation. In addition, the general meeting may decide, for all or part of the dividend, interim dividends, reserves or premiums distributed, or for any capital reduction, that such distribution of dividend, reserves or premiums or such capital reduction will be performed in kind by providing assets of the Company. The share of each shareholder in the profits and his liability to contribute to the losses shall be proportional to his or her portion of the share capital. CHAPTER 7 LIQUIDATION DISSOLUTION DISPUTES Article 23 Dissolution - Liquidation 1 Except in the cases of judicial dissolution prescribed by law, the Company shall be dissolved upon the expiration of the term set forth by the Company s by-laws, by decision of the extraordinary general shareholders meeting or by decision of the of the sole shareholder. 2 - Except in case of merger, spin-off or because all shares have come to be held by a single shareholder, the expiration of the Company or its dissolution for any reason whatsoever shall result in its liquidation. The dissolution will be effective with respect to third parties as of the date it is published in the Trade and Companies Register. One or more liquidators, chosen from among the shareholders or third parties, shall be appointed by a decision collectively made by the shareholders, except in the event of a judicial dissolution. The liquidator shall represent the Company. He or she shall be vested with full power to dispose of the assets, including by amicable settlement. He or she shall be authorized to pay creditors and distribute the available balance. He or she may only pursue ongoing affairs or engage in new ones for the purposes of the liquidation if he or she has been so authorized either by the shareholders, or by a court decision if he or she was appointed by the court. The net assets subsisting after the reimbursement of the par value of the shares shall be shared between the shareholders in the same proportions than their stake in the share capital. 3 If all shares are held by a single shareholder, the expiration of the Company or its dissolution for any reason whatsoever shall result in the transmission of all of the corporate assets and liabilities to the sole shareholder, without resorting to liquidation. Creditors may object to the dissolution within thirty days of its publication. A court decision will either reject such objection or it shall order either the reimbursement of the debts or the granting of 17

18 guarantees if the Company presents any and if they are deemed sufficient. The transmission of assets and liabilities shall only be effective, and the legal person shall only disappear as of the end of the period provided for objections or, if applicable, when the objection has been rejected in first instance or the reimbursement of the debts has been performed or the guarantees constituted. These provisions shall not apply when the sole shareholder is a natural person. Article 24 Disputes All disputes concerning corporate affairs, interpretation or implementation of these by-laws arising during the Company s lifetime or its liquidation, whether between the Company and the shareholders or its managers, or between the shareholders and the managers of the Company, shall be judged in accordance with the law and subject to the jurisdiction of the competent courts of the registered office. *** 18

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