COMMERCIAL CODE (EXTRACTS)
Article L.225-106 of the French Commercial Code (extract):
“I – A shareholder may be represented by another shareholder, by his or her spouse, or by his or her partner who he or she has entered into a civil union with.
Such a consultation shall be obligatory where, following the amendment of the memorandum and articles of association pursuant to article L.225-23 or article L.225-71, the ordinary general meeting is required to appoint to the board of directors or the supervisory board, as the case may be, one or more shareholder employees or members of the supervisory board of the company investment funds that holds company's shares. Such a consultation shall also be obligatory where a special shareholders' meeting is required to take a decision on an amendment to the memorandum and articles of association pursuant to article L.225-23 or article L.225-71.
Any clauses that conflict with the provisions of the preceding sub-paragraphs shall be deemed non-existent.”
Article L.225-107 of the French Commercial Code (extract):
“Any shareholder may vote by post, using a form the wording of which shall be fixed by a decree approved by the Conseil d'État. Any provisions to the contrary contained in the memorandum and articles of association shall be deemed non- existent.
When calculating the quorum, only forms received by the company before the meeting shall be taken into account, on conditions to be laid down by a decree approved by the Conseil d'Etat. The forms giving no voting direction or indicating abstention shall not be considered as votes cast.”
The majority required for the adoption of the general meeting's decisions shall be determined on the basis of the votes cast by the shareholders present or represented. The votes cast shall not include votes attaching to shares in respect of which the shareholder has not taken part in the vote or has abstained or has returned a blank or spoilt ballot paper (articles L.225-96 and L.225-98 of the French Commercial Code and, for the companies which have adopted the statute of European company, articles 57 and 58 of the Council Regulation (EC) n°2157/2001 on the statute for a European company).
If you wish to use the postal voting form, you have to shade the box on the front of the document: “I vote by post”.
1 – In such event, please comply for each resolution the following instructions by shading boxes of your choice:
- either vote “Yes” (in absence of choice, vote expressed by default for the approved draft resolutions),
- or vote “No”,
- or vote “Abstention” by shading boxes of your choice.
2 – In case of amendments or new resolutions during the general meeting, you are requested to choose between vote “No” (vote expressed by default in absence of choice), proxy to the chairman of the general meeting, “Abstention” or proxy to a mentioned person individual or legal entity by shading the appropriate box.