Common use of Powers of the Supervisory Board Clause in Contracts

Powers of the Supervisory Board. 1. The management of the Company is placed under the ongoing supervision of the Supervisory Board as provided by law. In accordance with law, the Board prepares a report for each Annual Ordinary General Meeting called to approve the financial statements of the Company. This report is made available to the shareholders at the same time as the Managing Partners’ report and the parent company financial statements. In the event of one or more Managing Partners being dismissed by the General Partners, the Board gives an opinion. For this purpose, the Board is notified by the General Partners at least fifteen days in advance, and must give its opinion within ten days of such notice. Notice is given by registered letter addressed to the Chairman of the Supervisory Board. The Supervisory Board prepares a report on any proposal to increase or reduce the Company’s share capital. The Supervisory Board may, if it deems it necessary, after having informed the Managing Partners in writing, call the shareholders to an Ordinary or Extraordinary General Meeting, in compliance with the legal provisions relating to shareholder meetings. The Supervisory Board has, by law, the right to receive from the Managing Partners the same documents as are made available to the Statutory Auditors. 2. Save for the appointment of the first Managing Partner, which is governed by article 10 of these Articles of Association, the appointment or re-appointment of any Managing Partner is subject to the approval of the Supervisory Board. Should Arco be appointed as corporate Managing Partner, the Supervisory Board's approval must be obtained in respect of Arco’s chairman, chief executive officer and chief operating officer, if any, rather than of Arco itself. The Supervisory Board has a maximum of twenty days from receiving notice from the General Partners in which to grant or refuse its approval of the proposed appointment. In the event that the Supervisory Board twice refuses to approve an appointment within a period of two months, in respect of two different candidates, while the Company is left without a Managing Partner and is managed in the interim by the General Partners as provided for in article 10-6, approval may be given by a majority vote of the shareholders in an Ordinary General Meeting called by the General Partners and at which only one of the two candidates is put forward. In the absence of approval from either the Supervisory Board or the General Meeting in accordance with the above paragraphs, the General Partners will designate a third person. If the Supervisory Board fails to approve the appointment of said third candidate, the appointment will be submitted to the shareholders in an Ordinary General Meeting, which may only refuse the candidate by a two-thirds majority of the shareholders present or represented. 3. If Arco becomes a Managing Partner of the Company, from the date of its appointment to such office, no person may become a shareholder in Arco either by acquiring shares in that company or by subscribing to an increase in its share capital, exercising share warrants or through the conversion or redemption of bonds, without the prior agreement of the Company's Supervisory Board, which must approve or refuse this proposal within twenty days of receiving notice, either from Arco or from the shareholders intending to transfer their shares. If such a transaction takes place without the approval of the Company's Supervisory Board, pursuant to the third paragraph of article 10-6 of these Articles of Association, Arco will be deemed to have resigned from its office as Managing Partner, effective immediately. 4. Any transaction for the transfer of Arco shares or the issue of marketable securities by Arco that might alter the control of that company either immediately or in the future is subject to the prior approval of the Company's Supervisory Board, which must make a decision within twenty days of receiving notice, either from Arco or from the Arco shareholders intending to transfer their shares. Should the transaction take place without the approval of the Company's Supervisory Board, pursuant to article 18-5 of these Articles of Association, Arco will automatically lose its status of General Partner, effective immediately. 5. The approval of the Supervisory Board required in articles 14-3 and 14-4 will automatically be deemed to have been given if the acquiring or subscribing candidate makes a valid public tender offer for all of the Company’s shares and is not required in the event of a transfer of Arco shares as a result of inheritance.

Powers of the Supervisory Board. 1. The management of the Company is placed under the ongoing supervision of the Supervisory Board as provided by law. In accordance with law, the Board prepares a report for each Annual Ordinary General Meeting called to approve the financial statements of the Company. This report is made available to the shareholders at the same time as the Managing Partners’ report and the parent company financial statements. In the event of one or more Managing Partners being dismissed by the General Partners, the Board gives an opinion. For this purpose, the Board is notified by the General Partners at least fifteen days in advance, and must give its opinion within ten days of such notice. Notice is given by registered letter addressed to the Chairman of the Supervisory Board. The Supervisory Board prepares a report on any proposal to increase or reduce the Company’s share capital. The Supervisory Board may, if it deems it necessary, after having informed the Managing Partners in writing, call the shareholders to an Ordinary or Extraordinary General Meeting, in compliance with the legal provisions relating to shareholder meetings. The Supervisory Board has, by law, the right to receive from the Managing Partners the same documents as are made available to the Statutory Auditors. 2. Save for the appointment of the first Managing Partner, which is governed by article 10 of these Articles of Association, the appointment or re-appointment of any Managing Partner is subject to the approval of the Supervisory Board. Should Arco be appointed as corporate Managing Partner, the Supervisory Board's approval must be obtained in respect of Arco’s chairman, chief executive officer and chief operating officer, if any, rather than of Arco itself. The Supervisory Board has a maximum of twenty days from receiving notice from the General Partners in which to grant or refuse its approval of the proposed appointment. In the event that the Supervisory Board twice refuses to approve an appointment within a period of two months, in respect of two different candidates, while the Company is left without a Managing Partner and is managed in the interim by the General Partners as provided for in article 10-6, approval may be given by a majority vote of the shareholders in an Ordinary General Meeting called by the General Partners and at which only one of the two candidates is put forward. In the absence of approval from either the Supervisory Board or the General Meeting in accordance with the above paragraphs, the General Partners will designate a third person. If the Supervisory Board fails to approve the appointment of said third candidate, the appointment will be submitted to the shareholders in an Ordinary General Meeting, which may only refuse the candidate by a two-thirds majority of the shareholders present or represented. 3. If Arco becomes a Managing Partner of the Company, from the date of its appointment to such office, no person may become a shareholder in Arco either by acquiring shares in that company or by subscribing to an increase in its share capital, exercising share warrants or through the conversion or redemption of bonds, without the prior agreement of the Company's Supervisory Board, which must approve or refuse this proposal within twenty days of receiving notice, either from Arco or from the shareholders intending to transfer their shares. If such a transaction takes place without the approval of the Company's Supervisory Board, pursuant to the third paragraph of article 10-6 of these Articles of Association, Arco will be deemed to have resigned from its office as Managing Partner, effective immediately. 4. Any transaction for the transfer of Arco shares or the issue of marketable securities by Arco that might alter the control of that company either immediately or in the future is subject to the prior approval of the Company's Supervisory Board, which must make a decision within twenty days of receiving notice, either from Arco or from the Arco shareholders intending to transfer their shares. Should the transaction take place without the approval of the Company's Supervisory Board, pursuant to article 18-5 of these Articles of Association, Arco will automatically lose its status of General Partner, effective immediately. 5. The approval of the Supervisory Board required in articles 14-3 and 14-4 will automatically be deemed to have been given if the acquiring or subscribing candidate makes a valid public tender offer for all of the Company’s shares and is not required in the event of a transfer of Arco shares as a result of inheritance. ARTICLE 14 A - Board Advisors (censeurs) In addition to the twelve members of the Supervisory Board referred to in article 13, up to five board advisors (censeurs) may be appointed to the Supervisory Board. Board advisors may be natural or corporate persons and need not be shareholders. Their appointment or re-appointment is carried out under the same conditions as for the appointment of Board members. However, the Supervisory Board may appoint board advisors on a provisional basis. Such appointments must be confirmed by the next Ordinary General Meeting. The term of office of a board advisor may not exceed six years but is renewable. Board advisors are invited to all Supervisory Board meetings pursuant to the same procedure applicable to Board members and attend meetings in an advisory capacity only.

Powers of the Supervisory Board. 1. The management of the Company is placed under the ongoing supervision of the Supervisory Board as provided by law. In accordance with law, the Board prepares a report for each Annual Ordinary General Meeting called to approve the financial statements of the Company. This report is made available to the shareholders at the same time as the Managing Partners’ report and the parent company financial statements. In the event of one or more Managing Partners being dismissed by the General Partners, the Board gives an opinion. For this purpose, the Board is notified by the General Partners at least fifteen days in advance, and must give its opinion within ten days of such notice. Notice is given by registered letter addressed to the Chairman of the Supervisory Board. The Supervisory Board prepares a report on any proposal to increase or reduce the Company’s share capital. The Supervisory Board may, if it deems it necessary, after having informed the Managing Partners in writing, call the shareholders to an Ordinary or Extraordinary General Meeting, in compliance with the legal provisions relating to shareholder meetings. The Supervisory Board has, by law, the right to receive from the Managing Partners the same documents as are made available to the Statutory Auditors. 2. Save for the appointment of the first Managing Partner, which is governed by article 10 of these Articles of Association, the appointment or re-appointment of any Managing Partner is subject to the approval of the Supervisory Board. Should Arco Xxxx be appointed as corporate Managing Partner, the Supervisory Board's approval must be obtained in respect of ArcoXxxx’s chairman, chief executive officer and chief operating officer, if any, rather than of Arco itself. The Supervisory Board has a maximum of twenty days from receiving notice from the General Partners in which to grant or refuse its approval of the proposed appointment. In the event that the Supervisory Board twice refuses to approve an appointment within a period of two months, in respect of two different candidates, while the Company is left without a Managing Partner and is managed in the interim by the General Partners as provided for in article 10-6, approval may be given by a majority vote of the shareholders in an Ordinary General Meeting called by the General Partners and at which only one of the two candidates is put forward. In the absence of approval from either the Supervisory Board or the General Meeting in accordance with the above paragraphs, the General Partners will designate a third person. If the Supervisory Board fails to approve the appointment of said third candidate, the appointment will be submitted to the shareholders in an Ordinary General Meeting, which may only refuse the candidate by a two-thirds majority of the shareholders present or represented. 3. If Arco becomes a Managing Partner of the Company, from the date of its appointment to such office, no person may become a shareholder in Arco either by acquiring shares in that company or by subscribing to an increase in its share capital, exercising share warrants or through the conversion or redemption of bonds, without the prior agreement of the Company's Supervisory Board, which must approve or refuse this proposal within twenty days of receiving notice, either from Arco or from the shareholders intending to transfer their shares. If such a transaction takes place without the approval of the Company's Supervisory Board, pursuant to the third paragraph of article 10-6 of these Articles of Association, Arco Xxxx will be deemed to have resigned from its office as Managing Partner, effective immediately. 4. Any transaction for the transfer of Arco shares or the issue of marketable securities by Arco Xxxx that might alter the control of that company either immediately or in the future is subject to the prior approval of the Company's Supervisory Board, which must make a decision within twenty days of receiving notice, either from Arco or from the Arco shareholders intending to transfer their shares. Should the transaction take place without the approval of the Company's Supervisory Board, pursuant to article 18-5 of these Articles of Association, Arco will automatically lose its status of General Partner, effective immediately. 5. The approval of the Supervisory Board required in articles 14-3 and 14-4 will automatically be deemed to have been given if the acquiring or subscribing candidate makes a valid public tender offer for all of the Company’s shares and is not required in the event of a transfer of Arco shares as a result of inheritance.