Common use of GENERAL MEETINGS Clause in Contracts

GENERAL MEETINGS. 1. General Meetings of shareholders are called either by the Managing Partners or by the Supervisory Board, or by any other person having the right to do so by law or under these Articles of Association. General Meetings are held at the registered office or at any other location as indicated in the notice of meeting. Notices of meeting are issued in the manner and within the time period provided by the applicable laws and regulations. 2. The agenda of the meeting is prepared by the person calling the meeting. However, one or more shareholders representing no less than the proportion of share capital required by law and acting in compliance with legal requirements and time limits, may, by registered letter with acknowledgement of receipt, require draft resolutions to be placed on the meeting's agenda. The meeting may not deliberate on any matter not on the agenda. The agenda may not be amended when a meeting is called for the second time. However, a shareholders' meeting may, in any circumstances, dismiss one or several Supervisory Board members and appoint their replacement(s). 3. Each shareholder has the right to attend General Meetings and to take part in the deliberations, either personally or through a proxy, subject to providing proof of their identity and to submitting evidence of the registration of their shares in the registered shareholders' accounts kept by the Company – either in their own name or in the name of the authorised intermediary acting on their behalf in accordance with the seventh paragraph of article L. 228-1 of the French Commercial Code – at 00:00 hours, Paris time, on the second working day preceding the meeting. Subject to inclusion of the relevant decision by the Managing Partners in the public notice of a meeting and the notice of meeting sent to shareholders, shareholders may participate in General Meetings by video conferencing and with electronic voting. The Managing Partners set the practical arrangements for this method of attendance and voting, after consulting the Supervisory Board. The technologies used must guarantee, as the case may be, the continuous and simultaneous transmission of the deliberations of the meeting, the security of the means used, the verification of the identity of those participating and voting and the integrity of the votes cast. Shareholders who do not personally attend the meeting may choose one of the three following options: - to give a proxy to another shareholder or to his or her spouse, - to cast a postal vote, - to send a blank proxy form to the Company, in accordance with the applicable laws and regulations. In the latter case, the meeting chair casts a vote in favour of the draft resolutions presented or approved by the Managing Partners and a vote against all other draft resolutions. In order to cast their votes differently, shareholders must choose a proxy holder who agrees to vote as instructed by them. If a shareholder decides, further to a decision of the Managing Partners taken in accordance with the terms of the second paragraph of article 19-3 above, to cast a postal vote, give proxy to another shareholder or send a blank proxy form to the Company by returning the corresponding form electronically, the electronic signature on that form must: - either take the form of a secure electronic signature as defined by the law at that time; - or result from the use of a reliable identification procedure guaranteeing the connection between the shareholder and the document to which his/her identity is attached or from any other procedure for identification and/or verification admitted by law at that time. 4. At each General Meeting, the shareholders each have a number of votes equal to the number of shares they own or represent, as demonstrated by the share register on the fifth working day prior to the meeting. However, voting rights double those attributed to other shares as a proportion of the share capital they represent – two votes for each share – are attributed to all those shares which are fully paid up and which have been registered in the name of the same shareholder for at least four years. Shareholders entitled to double voting rights on the date on which the Company was converted into a partnership limited by shares retain their double voting rights. Furthermore, where the Company’s share capital is increased by incorporation of reserves, profits or share premiums, a double voting right is granted, from the date of issue, in respect of registered shares distributed free of charge to the holder of shares which originally carried double voting rights. Transfer of title to a share results in the loss of the double voting rights. However, transfer as a result of inheritance, the liquidation of commonly-held property between spouses or an inter vivos gift to a spouse or to a relative automatically entitled to inherit under French law does not cause existing double voting rights to lapse, nor does it interrupt the four-year period referred to above. Similarly, the merger or demerger of the Company has no effect on double voting rights, which may be exercised within the resulting company or companies if the articles of association of the said companies recognise such rights. For pledged shares, the right to vote is exercised by the owner. For shares where beneficial ownership and bare ownership are separated, the right to vote is exercised by the beneficial owner (usufruitier) at Ordinary General Meetings, and by the bare owner (nu-propriétaire) at Extraordinary General Meetings. 5. An attendance register containing the information required by law is kept for each shareholders' meeting. The attendance register is signed by all shareholders present and by the proxy holders. The meeting officers may decide to append the powers of attorney given to each proxy holder and the postal voting forms to the register, in hard copy, electronic or digital format. On the basis of specifications provided by the establishment in charge of organising the General Meeting, the attendance register is certified as accurate by the meeting officers and signed by said officers and by the meeting secretary. 6. General Meetings are chaired by the Managing Partner or one of the Managing Partners if there are several. If the meeting is called by the Supervisory Board, it is chaired by the Chairman of the Supervisory Board or by a member of the Supervisory Board appointed for such purpose. If the meeting has been called by any other person legally empowered to do so, the meeting is chaired by that person. If the person entitled or appointed to chair the meeting fails to do so, the members of the meeting elects their own chair. The role of vote teller (scrutateurs) is performed by the two shareholders in attendance having the greatest number of shares, either directly or by way of proxy, who must consent thereto. The meeting officers (chair and vote tellers) appoint a secretary, who need not be a shareholder. The meeting officers verify, certify and sign the attendance register, ensure that the deliberations are properly held, settle any differences that may arise in the course of the meeting, count the votes cast and ensure their validity and ensure that minutes of the meeting are prepared. 7. Minutes recording the deliberations of each meeting are entered in a special register signed by the meeting officers. The minutes, prepared and recorded in this form, are considered to be a genuine transcript of the meeting. All copies of or extracts from the minutes must be certified by one of the Managing Partners, the Chairman of the Supervisory Board or the meeting secretary.