France Takeover Guide

France Takeover Guide Contact Youssef Djehane BDGS Associés djehane@bdgs-associes.com

Contents Page INTRODUCTION 1 PUBLIC OFFERS IN FRANCE: GENERAL OVERVIEW 1 PUBLIC OFFERS: KEY HIGHLIGHTS 1 PUBLIC OFFERS: MAIN ISSUES 3 VOLUNTARY OFFER: FILING OF THE OFFER 7 VOLUNTARY OFFER: CONDUCT OF THE OFFER 9 MANDATORY OFFERS: TRIGGERING EVENTS AND EXEMPTIONS 11 MANDATORY OFFERS: SPECIFIC RULES 12 SQUEEZE-OUT: KEY HIGHLIGHTS 12 1256509_2_2014 takeover guide - france

INTRODUCTION This guide gives an overview of the law, as at August 1 st, 2014, relating to public offers for shares in companies which are listed on a French regulated market (the main market in France is currently Euronext by NYSE Euronext). It considers what a target company s board may do in response to a public offer, and provides practical tips for both bidders and targets. The information provided in this guide may not be relied upon as expert legal advice. PUBLIC OFFERS IN FRANCE: GENERAL OVERVIEW Public offers: typology - No acquisition of a controlling interest Voluntary Offer ("Offre Volontaire") A voluntary offer is launched when there is no acquisition of a controlling interest which triggers a mandatory offer. Public offers: typology - Acquisition of a controlling interest Mandatory Offer ("Offre Obligatoire") A mandatory offer is launched when, acting alone or in concert, a person: comes to hold 30% or more of the share capital or voting rights in a company, or holds between 30% and 50% of the share capital or voting rights in a company, and increases by 1% or more its shareholding or voting rights in the company over a twelve month period. PUBLIC OFFERS: KEY HIGHLIGHTS AMF/NYSE Euronext respective roles A public offer aimed at securities listed on a French regulated market must be filed with the Autorité des marchés financiers ("AMF"), the French stock exchange authority which monitors the offer process. The regulations of the AMF ("Règlement Général") apply when the target: has its registered office in France and its securities are traded on a French regulated market, even if the French market is not the "lead" market; has its registered office in the EEA and is not listed in its country of origin, provided its securities were first admitted to trading on a French regulated market; has its registered office in the EEA, is not listed in its country of origin and whilst its securities were first admitted to trading in more than one EU regulated market simultaneously, including a French regulated market, the company has designated the AMF as the competent authority; 1256509_2_2014 takeover guide - france page 1

has its registered office outside the EEA and its securities are traded on a French regulated market (except in relation to mandatory offers and squeeze-outs). Once filed with the AMF, the AMF will provide a compliance decision ("décision de conformité") and a visa on the offer prospectus, with respect to any offer filed, and will monitor the public offer process. Euronext's role is limited to centralizing tender orders, suspending the listing upon request by the AMF or the parties to the offer, and publishing the dates of settlement and delivery. Principles governing offers To allow for an offer to be conducted in an orderly fashion and in the best interests of investors and the market, all parties concerned by an offer must comply with the following principles: free interaction of bids and counter-bids; equal treatment and right to information for all holders of the targeted securities; market transparency and integrity; fairness of transactions and free competition. A public offer must be aimed at 100% of the shares and securities giving rights to shares of the target, except for certain types of simplified offers. The consideration for a public offer, whether voluntary or mandatory, can be made in cash, shares, or a combination of both. In general, public offers cannot be conditional and are irrevocable upon filing, however: there are certain permitted conditions which voluntary offers may be subject to (such as antitrust clearance and minimum threshold acceptance); and recent changes to the law have introduced a 50% minimum mandatory acceptance condition for all public offers ( mandatory acceptance condition ), which came into force on July 1 st, 2014. If the mandatory acceptance condition is not fulfilled in respect of a mandatory offer, the bidder will be deprived of its voting rights for the shares exceeding the threshold that triggered the mandatory offer at all shareholders meetings until the bidder comes to hold 50% of the share capital or voting rights of the target. In addition, if the mandatory acceptance condition is not fulfilled in respect of (i) a mandatory offer, or (ii) a voluntary offer launched by a bidder who holds between 30% and 50% of the share capital or voting rights of the target, the bidder must inform the AMF and file an offer to acquire shares if it wants to increase its shareholding or voting rights in the target, otherwise the bidder will be deprived of its voting rights for the shares exceeding its initial shareholding or voting rights. The terms and conditions of an offer are subject to review and approval by the AMF. In the case of a voluntary offer, the AMF cannot challenge the offer price, as long as the offer complies with the general principles described above. In most cases, and particularly where a conflict of interest may arise, a fairness opinion must be issued by an independent expert appointed by the target company. 1256509_2_2014 takeover guide - france page 2

The duration of the offer period depends on the public offer procedure ("normal" or "simplified" procedure), but must, in any case, not be less than 10 trading days, and is usually 25 trading days. A counter-offer would restart the offer period. PUBLIC OFFERS: MAIN ISSUES Merger control Domestic or EC merger controls can apply in the context of a public offer in France. The filing of a public offer can be made conditional upon approval in phase I by the relevant competition authorities (namely, the EC or national competition authority for EEA member states, and the FTC or DOJ for the US). In practice, if merger control issues are anticipated, pre-notification should be sought prior to the filing of the public offer. Regulations on foreign investments Prior authorization by the French Ministry of the Economy is required in sensitive sectors: for all foreign investors: cryptography; research in, production of, or dealing in weapons, ammunition, equipment and explosives used for military purposes; activities involving access to sensitive information relating to national defense; and pursuant to a recently adopted Decree dated May 14 th, 2014, supply of energy and water, exploitation of transport, telecommunication networks and services, major installation relating to defense, and public health; for investors other than investors from the EC or certain member States of the EEA, in addition to the sectors listed above: gambling; private security; research in, or production of, compounds to counter pathogenic or toxic agents; equipment for correspondence interruption or conversation detection; security assessment of IT products and systems; certain IT security equipment and services related to the national defense. The request for authorization must be filed at the latest on the date on which the offer is filed. Foreign investment control authorities must deliver their decision within 2 months from the date of the filing of the request. The opening of the offer is subject to obtaining such authorization. Authorization may be granted under specific conditions, such as: guaranteeing the continuity of certain activities, non-closure of industrial sites, and fulfilment of obligations arising from certain types of public contracts. Decisions of the authorities must be consistent with the proportionality principle (that is the conditions imposed must be proportional to the desired objective). Carrying out a transaction without prior authorization (when such authorization is necessary) may lead to sanctions by the authorities, including heavy fines and the cancellation of the transaction. 1256509_2_2014 takeover guide - france page 3

Constraints on stake building before the offer period Unless it has disclosed its intention to file an offer and a pre-offer period has started, a potential bidder may increase its shareholding before it launches a public offer but any such transaction needs to be carefully reviewed beforehand so as to avoid breaching insider dealing rules and the principle of the equal treatment of shareholders. If a potential bidder has access to privileged information relating to the target (see Public Offers in France: Main Issues - Access to information/due diligence below), it cannot then trade in the target's shares. The law requires the disclosure of shareholdings or voting rights exceeding certain thresholds (5%, 10%, 15%, 20%, 25%, 30%, 1/3, 50%, 2/3, 90% and 95%) to the AMF and the target within 4 trading days. Such disclosures are in turn disclosed to the market by the AMF. Some targets may have by-laws requiring additional disclosure to the target for thresholds of not lower than 0.5%. Any such additional disclosures are not disclosed to the market. Crossing thresholds in excess of 10%, 15%, 20% and 25% of the share capital or voting rights of a listed company requires disclosure of intentions to the AMF and the target for the following 6 months, within 5 trading days. Such information is disclosed to the market by the AMF. Equity derivatives are sometimes used for stake-building, but such use must be carefully analysed in light of the above-mentioned principles and rules. If the bidder has purchased, alone or in concert, shares of the target in cash in excess of 5% of the share capital or voting rights over the 12 months preceding the filing of an offer, such offer must contain a cash option. Barriers to acquiring control Both bearer shares (the holders of which are, in principle, not known by the company, except where the company is authorized under its by-laws to obtain information about the identity of its shareholders on a confidential basis) and registered shares (the holders of which are known by the company) are "dematerialized" (i.e. not represented by share certificates but by book entries only). Restricting the free transferability of shares is prohibited for public companies. However, it is common among groups of substantial shareholders to have preferential rights over the transfer of shares, usually by way of a shareholders agreement. Any such rights must be disclosed to the AMF, which will in turn disclose them to the public. Failure to disclose such preferential rights will render them invalid during the offer period. By-laws may limit the total voting rights available to a single shareholder. However, the effect of any such limitation is, by law, suspended at the first shareholders meeting following the closing of a public offer when the bidder has acquired more than 2/3 of the company s share capital or voting rights (or, if the by-laws so provide, more than any lower threshold which is at least equal to 50% of the share capital or voting rights). Following recent changes to the law, double voting rights are automatically allocated to shareholders who have owned their shares in registered form for at least two years, unless otherwise provided in the by-laws of the company. Prior to this, allocation of double voting rights had to be expressly provided for in the company s by-laws. For companies whose by-laws are silent on the allocation of double voting rights, the two-year period during which shareholders must hold their shares in registered form began running 1256509_2_2014 takeover guide - france page 4

on April 1 st, 2014. The transfer of shares bearing double voting rights results in the loss of such double voting rights. Ordinary shareholder resolutions generally require a 50% majority (for the appointment of directors and the distribution of dividends), but amendment of the company s by-laws and the issue of shares require a 2/3 majority. The majority is calculated on the basis of the aggregate number of votes held by all shareholders present or represented at the shareholders meeting. The quorum for ordinary shareholders meetings is 20% on a first call of shares with voting rights (no quorum upon second call), and for extraordinary general meetings is 25% on a first call and 20% on a second call. Access to information/due diligence An offer may not be conditional upon the findings of a due diligence review. By-laws, minutes of shareholders' meetings, documents on corporate reorganizations and financial statements, as well as past prospectuses and annual reports are available in the public domain, without the target being alerted of a search. Listed companies are under a continuing obligation to make public any information of a precise nature that has not be made public, and which, if made public, would be likely to have a significant impact on the price of its securities ("privileged information"). The company may decide to postpone disclosure of privileged information in order to protect its legitimate interests, provided that such non-disclosure is unlikely to mislead the public, and the company is in a position to ensure confidentiality through control of access to that information, in particular through the implementation of measures which: prevent access to the privileged information by persons other than those requiring such information in order to exercise their functions within the company; ensure that persons who have been granted access to privileged information are aware of their legal duties in relation to such information, as well as the sanctions incurred in the event of illegal use or disclosure of such information; and ensure the immediate disclosure of privileged information in the event that it is no longer possible to preserve its confidentiality. The target may open a data room and allow for due diligence to take place, provided that the potential acquirer has expressed a real interest ("intérêt sérieux") in implementing the contemplated transaction and has signed a confidentiality agreement with the target. Any other potential acquirer which has expressed a real interest may, for the purpose of the preparation of a counter offer, require access to the information that has already been made available by the target to another potential acquirer. The existence of the due diligence, as well as any privileged information disclosed to the bidder through the due diligence, must be disclosed in the offer prospectus. When a transaction is actively contemplated and/or if privileged information is disclosed, the bidder, the target, their advisors, and all others parties involved, must draw up a list of insiders which must be communicated to the AMF upon request. 1256509_2_2014 takeover guide - france page 5

Possibility of maintaining the secrecy of negotiations and of the preparation of the offer prior to the filing There is no requirement for a bidder to notify the target or to disclose to the public the fact of making an offer prior to filing of the offer provided that confidentiality is temporarily necessary for the implementation of the transaction, and can be maintained. If confidentiality can no longer be ensured (notably in case of a leak), an immediate announcement must be made. The fact of making a public announcement prior to filing does not constitute an offer. Where there are reasonable grounds to believe that a potential bidder is preparing a public offer, particularly where the market of the securities of an issuer undergoes significant changes in terms of volume and/or price, the AMF may ask such a potential bidder to disclose its intentions to the public within a given time period ("put up or shut up"). The bidder can either: disclose its intention to file an offer, in which case the AMF sets the date on which it will have to make a press release setting forth the terms and conditions of its contemplated offer or the date on which it will have to file its offer; or announce that it does not intend to file an offer, in which case it will be precluded from doing so within 6 months of such announcement, except in the event of significant changes affecting the environment, the situation or the shareholding of any concerned party, including the target. Undertakings from target / shareholders As a general rule, any target shareholder may reverse its tender order before expiry of the offer. Irrevocable undertakings from target shareholders to tender their shares are valid, but are always subject to the possibility of accepting a counter-offer. Provided confidentiality is maintained, there are no particular restrictions on contacting shareholders to seek irrevocable undertakings. The bidder can seek deal protections from the target and/or the controlling shareholders (such as break-up fees or top up mechanisms). However, general principles on directors duties (i.e. to act in the target's interests and not to take any action that will prevent the filing of a counter offer) make break-up fees payable by the target rare or limited in amount. The transaction is entered into between the bidder and the target's shareholders. However, in a friendly transaction, it is common practice for an agreement to be put in place between the bidder and the target covering offer process and issues such as industrial strategy, labour issues, management packages, the treatment of stock options, the name of the target and the location of its headquarters post closing. Once an offer has been filed with the AMF, all agreements likely to have an impact on the assessment of the offer or its outcome must be publicly disclosed in the offer documents or, should they be concluded after the AMF s clearance of the offer documents, in a press release immediately upon the signing of any such agreements. 1256509_2_2014 takeover guide - france page 6

VOLUNTARY OFFER: FILING OF THE OFFER Bidder announcement obligations and information to target The filing of an offer must be made by an investment services provider acting on behalf of the bidder and guaranteeing the payment of the offer consideration. The filing must contain the draft offer prospectus and prior notices given to any authorities empowered to authorize the contemplated transaction. The draft offer prospectus must be made public upon the filing of the offer with the AMF on the bidder's website, the AMF's website and, in the case of a joint prospectus, on the target s website. It must also be made available at the registered office of the bidder or, if the bidder is not French, at the registered office of an investment services provider in France appointed by the bidder for that purpose. The offer prospectus must be made available upon request at no charge. The bidder must release a press release setting forth the main terms of its draft offer prospectus at the latest upon filing its offer with the AMF. The bidder s workers' council, if any, must be convened by the bidder s CEO immediately after the filing of any offer (in practice within 2 business days following such filing). The bidder must disclose in its offer prospectus its intentions regarding labour policy and must report to the target s workers council on how it has implemented such intentions at the 6 th, 12 th and 24 th months following the closing of the offer. Target announcement obligations: Offer documents The target s board must provide an opinion on the offer, which will have to be reproduced in the target s prospectus. The target can also issue a press release setting forth the position of its board at any time after the bidder press release announcing the filing of the offer. In the case of a recommended offer, the bidder and the target would usually prepare a joint prospectus. However, where a fairness opinion is required or in the event of a hostile public offer, both the bidder and the target must file a prospectus. The offer prospectus of the target must be filed within: 5 trading days following publication of the clearance decision of the AMF ("décision de conformité") relating to the offer; or 20 trading days following the filing of the offer, where a fairness opinion is required. The target s workers council must be convened immediately after the filing of any offer (in practice within 2 business days following such filing) by the target s CEO who shall inform the workers council if the offer is solicited or not, and may indicate whether the offer is friendly or not. The target s workers' council is entitled to: invite the bidder to make a presentation to the meeting (however the target s workers council has no right to challenge or veto the offer). The bidder can be deprived of its voting rights in the target until it attends such a meeting; 1256509_2_2014 takeover guide - france page 7

appoint an accountant to assist it in its review of the offer and to issue a report assessing all aspects of the offer within 3 weeks from filing. The target s workers council must be convened to provide an opinion on the offer within a month from the filing of the offer and before the target s board provides its own opinion on the offer. Such opinion, and the report of the accountant, must be reproduced in the target s prospectus, or the joint prospectus, as relevant. If the bidder holds more than 50% of the share capital or the voting rights of the target then the above-mentioned provisions regarding the accountant s report, and the opinion of the target s workers' council, do not apply. Conditions of the offer All public offers are now subject to the mandatory acceptance condition (see Public Offers: Key Highlights - Principles governing offers above). In addition, the filing of a voluntary public offer can be made conditional upon: approval by the relevant competition authorities during phase I ; voluntary acceptance threshold expressed in share capital and/or voting rights (in practice 2/3 + one share/vote, calculated on an issued share capital or fully diluted basis) which can be waived at the latest 5 trading days before the end of the offer period; acceptance threshold for a public offer filed for another target at the same time by the same bidder. The opening of a public offer may be subject to prior regulatory approval, such as foreign investment authorization from the Ministry of Economy. A voluntary public offer can be revoked by the bidder when: Price of the offer during the offer period, the target adopts measures with unconditional effect that modify its substance, in which case the revocation would be subject to approval by the AMF; or a competing bid has been filed and approved by the AMF. The AMF does not review the price or the exchange ratio of a voluntary offer, provided that it respects the general principles described above (such as the equal treatment and right to information of holders of the targeted securities, the fairness of transactions and free competition). The target has to appoint an independent expert to deliver a fairness opinion for transactions which are likely to raise a conflict of interest or interfere with the equal treatment of the holders of the targeted securities. Examples of such transactions include: a public offer launched by a controlling shareholder; a public offer with special agreements between the managers or the controlling shareholder of the target and the bidder which could affect their independence; a public offer with side transactions which could have a significant impact on the offer price; 1256509_2_2014 takeover guide - france page 8

a public offer involving several categories of securities, with terms and conditions relating to its price which are likely to interfere with the equal treatment of the shareholders and/or the holders of the targeted securities; a public offer where the consideration is complex securities; and a squeeze-out procedure, in most cases. When a fairness opinion is required, the AMF has to examine the financial conditions of the offer on the basis of such fairness opinion and the opinion of the target board (given on the basis of the fairness opinion), and is unlikely to accept an offer if the valuation and fairness of the offer has not been approved by the expert. In the case of a mandatory offer, an offer filed by a bidder already holding 50% or more of the share capital and voting rights of the target, a higher bid, a competing offer, a buy-out offer or a squeeze-out offer, the price must comply with specific rules. VOLUNTARY OFFER: CONDUCT OF THE OFFER Requirements for bidder to improve its offer Higher bid There are no requirements for a bidder to improve its offer, except in the case where the bidder purchases shares on the market during the offer period at a higher price than the offer price. A competing offer may be launched only after the opening of the first offer and at the latest, 5 trading days before the closing of such first offer. A competing offer will be approved by the AMF, where: in the case of a cash offer, the proposed price is at least 2% higher than the price of the previous offer; in all other cases, it presents a significant improvement of terms and conditions for the holders of the targeted securities; or the previous offer had a voluntary acceptance threshold and the competing offer does not. The bidder may propose a higher price than that of its original offer or the last competing offer, at the latest 5 trading days before the closing of the last offer. Constraints on stake building during offer period From the date of announcement of the offer by the bidder until the filing date of the offer, the bidder may not acquire shares of the target. From the filing date of the offer until the announcement date of the results of the offer, the bidder may acquire up to a maximum of 30% of the shares of the target encompassed by the offer, provided that the offer is in cash and unconditional. From the opening date of the offer until the announcement date of the results of the offer, the bidder may purchase the target's shares without limitation on the acquisition volume, provided that the offer is in cash and unconditional. 1256509_2_2014 takeover guide - france page 9

If the bidder purchases shares of the target at a price higher than the offer price, the offer price is automatically increased to the greater of the highest price paid and 102% of the initial price. During the offer period (and any pre-offer period, as the case may be), the target company (and persons acting in concert with it) shall not trade in the shares of the target or in securities giving access to the shares of the target. However, if the public offer is a cash offer, the target may trade in its shares under its share buyback program, provided such trading has been expressly authorized by the shareholders meeting. If securities form part or all of the consideration for the offer, the bidder and the target may then not trade in the target securities or any other securities being used as consideration. All persons concerned by an offer (including directors, officers, advisors, etc.) and all shareholders holding more than 5% of the target shares or voting rights or having purchased more than 1% of target shares since the filing of the offer, must disclose to the AMF, on a daily basis, any transfer of the targeted securities or securities of the bidder (if securities of the bidder form part of the consideration for the offer). Financial advisors acting for the bidder or the target will be subject to the same restrictions, but may however continue normal arbitrage, market making and hedging activities, provided that Chinese Walls are in place. Defensive measures As from July 1 st, 2014, the board of the target is entitled to take, during the offer period, any defensive measure that could jeopardize the offer, unless prior approval by the shareholders meeting is required by the target s by-laws (especially when the bidder is itself prevented from taking defensive measures which could frustrate the offer without the approval of its shareholders meeting, i.e. the bidder is subject to the passivity rule). In this context, the AMF is competent to decide whether the bidder is subject to equivalent rules regarding passivity. Issue of warrants ("bons Breton") constitutes a poison pill sometimes authorized by the extraordinary shareholders meeting of French listed companies, and are quite similar to US right plans issues. The target company must in principle disclose all defensive measures implemented in the annual report of the board to the shareholders and such information must be updated in the offer prospectus of the target. Reopening of an offer An offer, if successful, automatically reopens within 10 trading days from the announcement of the result of the offer. The reopening period is at least 10 trading days. Re-opening is not mandatory when the bidder holds at least 95% of the shares and voting rights at the end of the offer period. 1256509_2_2014 takeover guide - france page 10

MANDATORY OFFERS: TRIGGERING EVENTS AND EXEMPTIONS Triggering events The obligation to file an offer for 100% of the share capital and equity linked securities of the target is imposed on any person who, acting alone or in concert, crosses (even passively) the threshold of 30% of the capital or voting rights of a listed company. A mandatory offer is also required to be made by any person who already has a holding of between 30% and 50% of the share capital or voting rights of the target and increases, in a period of less than 12 months, its holding of the total capital or voting rights in the target by more than 1%. The obligation to launch a mandatory offer also applies when the threshold of 30% is crossed indirectly by a person: which takes control (within the meaning of the law and regulations applicable to that company) of a company A (whether listed or unlisted) that holds more than 30% of the share capital or voting rights of a company B, and such holding is an essential part of the assets of A; or which, acting alone or in concert, acquires, following a merger or a contribution in kind, more than 30% of the share capital or voting rights of a company, and these securities are an essential part of the assets of the entity which has been merged or which was subject to the contribution. Before February 1 st, 2011, the mandatory offer threshold was one third. A grandfather clause with no time limit has been provided for investors holding between 30% and one third on January 1 st, 2010. These investors will remain subject to the one third threshold for a mandatory offer as long as their investment remains between the two thresholds. Exemptions Exemptions to mandatory offer requirements may be granted by the AMF where the triggering event results from a: transfer between individuals for no consideration, or a distribution of assets by a company in proportion to the rights of its shareholders; subscription to a capital increase of a company suffering from obvious financial difficulties provided that such capital increase be approved by the shareholders; merger or contribution of assets which has been approved by the shareholders; merger or contribution of assets approved by the shareholders added to the entering into of a concerted action between the shareholders of companies which are parties to the said merger; reduction in the total number of the company s shares or voting rights; holding of the majority of the voting rights by the concerned person or a third party, acting alone or in concert; transaction carried out between companies belonging to the same group; 1256509_2_2014 takeover guide - france page 11

acquisition of the control of, or merger or contribution of, a company A which holds, directly or indirectly, more than 30% of the share capital or voting rights of a company "B and the shareholding in B does not constitute an essential asset of A. Such an exemption may be granted by the AMF before the threshold is reached. The AMF may also state that there is no obligation to file a mandatory offer: if the threshold of 30% is crossed for less than 6 months due to a transaction that is not intended to gain or increase control of the company, provided that the shareholder undertakes not to exercise the voting rights attached to the portion of shares which exceeds the 30% threshold; and if relevant thresholds have been crossed by persons acting in concert with a controlling shareholder. MANDATORY OFFERS: SPECIFIC RULES Specific rules As a general rule, the price of a mandatory offer must be at least equal to the highest price paid by the bidder for the shares of the target over the last 12 months before the event triggering the mandatory filing of the offer. However, the AMF may request the bidder to modify the price of its offer or may authorize a modification of the price of the offer when a major change in the characteristics of the target or its securities market has occurred during the previous 12 months. Where the bidder has not acquired any shares of the target over the last 12 months, the price of the offer shall be determined by the bidder on a multi-criteria basis (this is the same approach as described above in Voluntary Offers: Filing of the Offer - Price of the offer ). A mandatory offer cannot be subject to a voluntary acceptance threshold condition but is subject to the mandatory acceptance condition (see Public Offers: Key Highlights - Principles governing offers above). Mandatory offers must comply with the rules applicable to voluntary offers in all other respects. SQUEEZE-OUT: KEY HIGHLIGHTS Scope of a squeeze-out Shares, as well as any securities giving access to share capital, will be transferred to the bidder, provided that such shares and securities do not represent more than 5% of the share capital or the voting rights of the target on a fully diluted basis. Consideration Though a squeeze-out could, in theory, be completed in shares or cash, in practice, it is usually completed in cash only. 1256509_2_2014 takeover guide - france page 12

Procedure All minority shareholders are forced out of the company's share capital on the day of the squeeze-out. For the shareholders subject to the squeeze-out, the consideration they are entitled to receive is deposited in an escrow account and their shares are automatically transferred to the bidder. The target's shares are then automatically de-listed. 1256509_2_2014 takeover guide - france page 13