Common use of Voting of Shares Clause in Contracts

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail send to the Owners (ia) a copy or summary such information as is contained in English of the notice of such meeting and any solicitation material sent by the Company to the Depositary pursuant to Section 5.065.06 of the Deposit Agreement, (iib) a statement that the Owners of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.07 of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in writing by the Company and then summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries prepared by the Company in English of any materials or other documents provided by the Company for the purpose of enabling such Owner owner to give instructions for the exercise of such voting rights and (ivd) a voting instruction card statement as to the manner in which such instructions may be prepared by given to the Depositary and (including, without limitation, any blocking requirements), including a statement as to the Company (manner in which Shares with respect to which the Depositary does not receive properly completed voting instructions or receives a "Voting Instruction Card") blank proxy will be voted, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "“Receipt Date"”). In accordance with French Company law and the statuts of the Company, effective December 14, 1994, Shares that have been registered in the name of the same holder for at least two years will be entitled to double voting rights. Similarly, effective December 14, 1994, American Depositary Shares that have been held by the same Owner for two years or more and representing Shares held in registered form for two years or more will be entitled to double voting rights. No other American Depositary Shares will be entitled to double voting rights. Therefore, in order to be eligible for double voting rights, each holder of American Depositary Shares must (i) request that the Depositary hold Shares in registered form as provided in Section 2.02 of the Deposit Agreement and (ii) hold Receipts in registered form (i.e., registered in the name of such holder in the books of the Depositary). All American Depositary Shares will represent Shares in bearer form unless the holder notifies the Depositary that it requests Shares in registered form. For purposes of determining whether American Depositary Shares are entitled to double voting rights, upon a sale or other disposition of American Depositary Shares by an Owner, unless otherwise specified by such Owner, the Depositary shall presume that the most recently registered American Depositary Shares are being sold or otherwise disposed of by such Owner. Voting instructions rights may be given exercised only in respect of a number of one whole American Depositary Shares representing an Share or integral number multiples thereof (subject to appropriate proportional adjustment in the event of Sharesa stock split, reclassification or other similar event). In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of Upon actual receipt by the Receipts evidencing such American Depositary Shares on the books ADR Department of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number properly completed voting instructions, of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on such record date in the manner and on or before the Receipt Datetime established by the Depositary for such purpose, the Depositary will either, in its discretion, (i) use reasonable effortsshall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyCompany and the Deposited Securities, to vote or cause to be voted the Shares Deposited Securities in accordance with such instructions. The Depositary shall not itself exercise any voting discretion in respect of any Deposited Securities. If the Depositary timely receives a signed voting instruction card from an Owner which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such American Owner's ADSs on one or more matters at a meeting, to the extent not prohibited by applicable law, rule or regulation, such voting instruction card shall constitute a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Board of Directors. Deposited Securities represented by ADSs for which an executed voting instruction card was not timely received by the Depositary shall not be voted. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Receipt Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with any non-discretionary instructions the provisions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardpreceding paragraph. The Depositary will only vote, or cause take no action to be voted, or attempt to exercise impair the right ability of the Custodian to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented (including the Shares held by such American Depositary Shares unless the Depositary has received verification that such number in registered form which may be entitled to double voting rights) necessary to carry out the instructions of American Depositary Shares has been deposited in a blocked account for all Owners under the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsDeposit Agreement. Notwithstanding anything in this the Deposit Agreement to the contrary, the Depositary and the Company may modify, modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts Company’s By-Laws. Notwithstanding anything contained in the Deposit Agreement or this Receipt, at the Company's written instruction, the Depositary will in lieu of distribution of the Companymaterials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicizes to Owners, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions will not be deemed received until such time as the ADR Department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Shares. Upon receipt of notice of The Company shall timely notify the Depositary in writing prior to any meeting of holders of Shares or other Deposited SecuritiesSecurities of such meeting. Upon receipt of such notice, and upon consultation with the Company, the Depositary shall, as soon as practicable thereafterin a timely manner, mail to the Owners (i) a copy or summary in English or an English version of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and rights, (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"), and (v) a statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, shall endeavor (i) use reasonable effortsinsofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with the instructions set forth in such Voting Instruction Card or (ii) to forward such instructions to the Custodian and the Custodian shall endeavor, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American Depositary Shares other than in respect of which a Voting Instruction Card has been receivedaccordance with such instructions or deemed instructions. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the The Depositary will not knowingly take any action to impair its ability to vote or cause to be voted the number of Shares necessary to carry out the instructions of all Owners. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by such the American Depositary Shares unless evidenced by such Owner's Receipts on or before the Receipt Date, the Depositary has received verification shall deem such Owner to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such number instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of American Depositary Shares has been deposited in a blocked account for the Blocked Periodholders of Shares. The Depositary (i) will not vote, or cause charge any fees to be voted, or attempt the Owners in connection with the foregoing transactions to enable any Owner to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the its voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsrights under this Deposit Agreement. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail send to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 herein will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner owner to give instructions for the exercise of such voting rights and (ivd) a voting instruction card statement as to the manner in which such instructions may be prepared by given to the Depositary, including a statement as to the manner in which Shares with respect to which the Depositary and the Company (does not receive properly completed voting instructions or receives a "Voting Instruction Card") blank proxy will be voted, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "“Receipt Date"”). Voting instructions rights may be given exercised only in respect of one whole American Depositary Share or integral multiples thereof (subject to appropriate proportional adjustment in the event of a number stock split, reclassification or other similar event). In accordance with French Company law and the statuts of the Company, effective December 14, 1994, Shares that have been registered in the name of the same holder for at least two years will be entitled to double voting rights. Similarly, effective December 14, 1994, American Depositary Shares that have been held by the same Eligible Owner for two years or more and representing Shares held in registered form for two years or more will be entitled to double voting rights. No other American Depositary Shares will be entitled to double voting rights. Therefore, in order to be eligible for double voting rights, each holder of American Depositary Shares representing an integral number must (i) request that the Depositary hold Shares in registered form as provided in Section 2.02 and (ii) hold Receipts in registered form (i.e., registered in the name of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on holder in the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"Depositary). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyCompany and the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches to, to the Shares represented by American or other Deposited Securities other than in accordance with such instructions or in accordance with the statement under (d) above as to the manner in which Shares with respect to which the Depositary Shares does not receive properly completed voting instructions or receives a blank proxy will be voted. There can be no assurance that Owners generally or any Owner in respect of which a Voting Instruction Card has been received. In particular will receive the case of a Voting Instruction Card received notice described in respect of any holder of American Depositary Shares who is not the Owner of preceding paragraph sufficiently prior to the Receipt evidencing such American Depositary Shares on the books of the Depositary, Date to ensure that the Depositary will not vote the Shares or cause Deposited Securities in accordance with the provisions set forth in the preceding paragraph. The Depositary will take no action to be voted impair the ability of the Custodian to vote the number of Shares represented (including the Shares held by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of registered form which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be entitled to double voting rights) necessary or appropriate to comply with French or United States law or carry out the statuts instructions of the Companyall Owners under this Section 4.07.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited SecuritiesSecurities sent by the Issuer at least twenty-five (25) days prior to the date of the meeting, if requested in writing by the Issuer the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 (a) a summary in English or an English version of the notice of such meeting sent by the Issuer to the Depositary pursuant to Section 5.6, (b) a statement in a form provided by the Issuer that the Owners and Holders will be entitledentitled to instruct the Depositary with respect to the voting rights, if any, pertaining to the amount of Shares or Deposited Securities which correspond to their American Depositary Shares, subject to any applicable provisions of French law, the statuts of the Company Issuer and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in pertinent part in such statement), to instruct the Depositary and (c) a statement as to the exercise manner in which such instructions may be given by means of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card card, substantially in the form set forth in Exhibit B annexed to this Deposit Agreement, including an express indication that such instructions may be prepared given or deemed given in accordance with the last sentence of this paragraph if no voting instruction is received by the Depositary and Depositary. Upon the Company (a "Voting Instruction Card") and setting forth written request of an Owner on such record date, received on or before the date established by the Depositary for the receipt of such Voting Instruction Card purpose, (the "Receipt Instruction Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of ) the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will eithershall endeavor, in its discretion, (i) use reasonable efforts, insofar so far as practical and permitted under any applicable provisions of French law and the statuts of the Companypracticable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with any non-discretionary the instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares other than in accordance with such instructions or deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares in respect of which a Voting Instruction Card has been received. In evidenced by such Owner's Receipts on or before the case of a Voting Instruction Card received in respect of any holder of American date established by the Depositary Shares who is not the Owner of the Receipt evidencing for such American Depositary Shares on the books of the Depositarypurpose, the Depositary shall deem such Owner to have instructed the Depositary to vote such Deposited Securities and the Depositary shall vote such Deposited Securities in favor of any resolution proposed by the management of the Issuer and against any resolution not proposed by such management, provided, that no such vote as described in this sentence shall be cast with respect to any matter as to which the Issuer informs the Depositary (and the Issuer agrees to provide such information as promptly as practicable in writing) that (x) the Issuer does not wish such vote cast, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares or American Depositary Shares. There can be no assurance that Owners generally or any Owner in particular will not receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. The Depositary will take no action to impair its ability to vote or cause to be voted the number of Shares represented by such American Depositary Shares unless necessary to carry out the Depositary has received verification that such number instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Periodall Owners under this Section 4.7. The Depositary shall establish one or more nominees for the purpose of casting votes in accordance with this Section 4.7. Such nominees each shall be a holder of at least one (i1) will not vote, Share or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Companyother Deposited Security.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company Issuer to the Depositary pursuant to Section 5.065.6, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 herein will be entitled, subject to any applicable provisions of French law, the statuts of the Company Issuer and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company Issuer for the purpose of enabling such Owner to give instructions for the exercise of such voting rights rights, and (ivd) a statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of the following paragraph if no instruction card to be prepared by is received or if the Depositary and the Company (receives improperly completed voting instructions or a "Voting Instruction Card") blank proxy, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyIssuer and the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American other than in accordance with such instructions. If the Depositary Shares in receives improperly completed voting instructions or receives a blank proxy from an Owner with respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of to any holder of American Depositary Shares who is not the Owner of the Shares or other Deposited Securities on or before the Receipt evidencing such American Depositary Shares on the books of the DepositaryDate, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Issuer and the Deposited Securities, deem such Owner to have instructed the Depositary to give a proxy to the President of the General Meeting of Shareholders to vote such Deposited Securities in favor of the resolutions presented or approved by the Board of Directors of the Company and against any other resolution not so presented or approved. If no instructions are received by the Depositary from an Owner with respect to any of the Shares or other Deposited Securities on or before the Receipt Date, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Issuer and the Deposited Securities, deem such Owner to have instructed the Depositary to give a proxy to the President of the General Meeting of Shareholders to vote such Deposited Securities in favor of the resolutions presented or approved by the Board of Directors of the Company and against any other resolution not so presented or approved. The Depositary will not take no action to impair the ability of the Custodian to vote or cause to be voted the number of Shares represented by such American Depositary Shares unless necessary to carry out the Depositary has received verification that such number instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in all Owners under this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the CompanySection 4.7.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 herein will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner owner to give instructions for the exercise of such voting rights and (ivd) a voting instruction card statement as to the manner in which such instructions may be prepared by given to the Depositary, including a statement as to the manner in which Shares with respect to which the Depositary and the Company (does not receive properly completed voting instructions or receives a "Voting Instruction Card") blank proxy will be voted, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "“Receipt Date"”). Voting instructions rights may be given exercised only in respect of two American Depositary Shares or integral multiples thereof (subject to appropriate proportional adjustment in the event of a number stock split, reclassification or other similar event). In accordance with French Company law and the statuts of the Company, effective December 14, 1994, Shares that have been registered in the name of the same holder for at least two years will be entitled to double voting rights. Similarly, effective December 14, 1994, American Depositary Shares that have been held by the same Eligible Owner for two years or more and representing Shares held in registered form for two years or more will be entitled to double voting rights. No other American Depositary Shares will be entitled to double voting rights. Therefore, in order to be eligible for double voting rights, each holder of American Depositary Shares representing an integral number must (i) request that the Depositary hold Shares in registered form as provided in Section 2.02 and (ii) hold Receipts in registered form (i.e., registered in the name of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on holder in the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"Depositary). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyCompany and the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches to, to the Shares represented by American or other Deposited Securities other than in accordance with such instructions or in accordance with the statement under (d) above as to the manner in which Shares with respect to which the Depositary Shares does not receive properly completed voting instructions or receives a blank proxy will be voted. There can be no assurance that Owners generally or any Owner in respect of which a Voting Instruction Card has been received. In particular will receive the case of a Voting Instruction Card received notice described in respect of any holder of American Depositary Shares who is not the Owner of preceding paragraph sufficiently prior to the Receipt evidencing such American Depositary Shares on the books of the Depositary, Date to ensure that the Depositary will not vote the Shares or cause Deposited Securities in accordance with the provisions set forth in the preceding paragraph. The Depositary will take no action to be voted impair the ability of the Custodian to vote the number of Shares represented (including the Shares held by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of registered form which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be entitled to double voting rights) necessary or appropriate to comply with French or United States law or carry out the statuts instructions of the Companyall Owners under this Section 4.07.

Voting of Shares. Upon receipt of notice of any meeting or solicitation of consents or proxies of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail send to the Owners (ia) a copy or summary such information as is contained in English of the notice of such meeting and any solicitation material sent by the Company to the Depositary pursuant to Section 5.06, (iib) a statement that the Owners of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.07 herein will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in writing by the Company and then summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries prepared by the Company in English of any materials or other documents provided by the Company for the purpose of enabling such Owner owner to give instructions for the exercise of such voting rights and (ivd) a voting instruction card statement as to the manner in which such instructions may be prepared by given to the Depositary and (including, without limitation, any blocking requirements), including a statement as to the Company (manner in which Shares with respect to which the Depositary does not receive properly completed voting instructions or receives a "Voting Instruction Card") blank proxy will be voted, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "“Receipt Date"”). In accordance with French Company law and the statuts of the Company, effective December 14, 1994, Shares that have been registered in the name of the same holder for at least two years will be entitled to double voting rights. Similarly, effective December 14, 1994, American Depositary Shares that have been held by the same Owner for two years or more and representing Shares held in registered form for two years or more will be entitled to double voting rights. No other American Depositary Shares will be entitled to double voting rights. Therefore, in order to be eligible for double voting rights, each holder of American Depositary Shares must (i) request that the Depositary hold Shares in registered form as provided in Section 2.02 and (ii) hold Receipts in registered form (i.e., registered in the name of such holder in the books of the Depositary). Voting instructions rights may be given exercised only in respect of a number of one whole American Depositary Shares representing an Share or integral number multiples thereof (subject to appropriate proportional adjustment in the event of Sharesa stock split, reclassification or other similar event). In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of Upon actual receipt by the Receipts evidencing such American Depositary Shares on the books ADR Department of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number properly completed voting instructions, of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on such record date in the manner and on or before the Receipt Datetime established by the Depositary for such purpose, the Depositary will either, in its discretion, (i) use reasonable effortsshall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyCompany and the Deposited Securities, to vote or cause to be voted the Shares Deposited Securities in accordance with such instructions. The Depositary shall not itself exercise any voting discretion in respect of any Deposited Securities. If the Depositary timely receives a signed voting instruction card from an Owner which fails to specify the manner in which the Depositary is to vote the Deposited Securities represented by such American Owner's ADSs on one or more matters at a meeting, to the extent not prohibited by applicable law, rule or regulation, such voting instruction card shall constitute a procuration en blanc and shall be counted as a vote in favor of resolutions approved by the Board of Directors. Deposited Securities represented by ADSs for which an executed voting instruction card was not timely received by the Depositary shall not be voted. There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Receipt Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with any non-discretionary instructions the provisions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardpreceding paragraph. The Depositary will only vote, or cause take no action to be voted, or attempt to exercise impair the right ability of the Custodian to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented (including the Shares held by such American Depositary Shares unless the Depositary has received verification that such number in registered form which may be entitled to double voting rights) necessary to carry out the instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsall Owners under this Deposit Agreement. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts Company’s By-Laws. Notwithstanding anything contained in this Deposit Agreement or any ADR, at the Company's written instruction, the Depositary will in lieu of distribution of the Companymaterials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicizes to Owners, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions will not be deemed received until such time as the ADR Department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts (A) a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (i) a copy or summary such information as is contained in English of the such notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06meeting, and (ii) a statement that the Owners Holders as of the close of business in New York on a record date established by the Depositary pursuant to Section 4.06 the terms of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, law and the statuts Statuts of the Company and the terms of the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such OwnerHolder's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (ivB) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth forth, inter alia, the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Cut-off Date")) and (C) copies of or summaries in English of any materials provided by the Company for the purpose of enabling the Holders to give instructions for the exercise of such voting rights. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, As a precondition for exercising any voting rights with respect to rights, any holders of persons holding American Depositary Shares who are not Owners the Holders of the Receipts evidencing such American Depositary Shares Receipt(s) registered in name on the books of the Depositary is that evidencing such holders American Depositary Shares (e.g., persons holding their American Depositary Shares through the Depository Trust Company) must arrange for deposit the delivery in a blocked account ("Blocking"), established for such purpose purposes by the Depositary, of the relevant number of American Depositary Shares for a the period to commence on a the date to be fixed by the Depositary (on a date which shall be as near as practicable to the corresponding date established by the Company in France in respect of the Shares) after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking the Blocking of American Depositary Shares as contemplated by the preceding sentence. Holders of Receipts registered in name on the books of the Depositary (other than the Depository Trust Company) will not, as a precondition for exercising voting rights, be required to deliver their American Depositary Shares to the Depositary for Blocking but will be required to irrevocably instruct the Depositary not to transfer the Receipts (and not to cancel such Receipts upon receipt of cancellation and withdrawal instructions evidencing the American Depositary Shares in respect of which voting instructions have been given ("Stop Transfer Instructions")). The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon receipt of cancellation and withdrawal instructions) the Receipts indicated in such Stop Transfer Instructions, during the Blocked Period. Upon receipt by the Depositary from an Owner a Holder of American Depositary Shares of (i) a properly completed Voting Instruction Card on or before the Receipt DateCut-off Date and (ii) either the requisite number of American Depositary Shares delivered for Blocking or duly completed Stop Transfer Instructions, the Depositary will eitherwill, in its discretionrespect of such American Depositary Shares, (i) forward the voting instructions contained in the Voting Instruction Card to the Custodian and will instruct the Custodian to use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts Statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a properly completed Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder Holder of American Depositary Shares who is not the Owner Holder of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked PeriodPeriod by such person. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. As each American Depositary Share represents one-fifth of a Share as of the date of the Deposit Agreement, voting rights may be exercised only in respect of five American Depositary Shares, or multiples thereof. Holders of American Depositary Shares who wish to attend any meeting of the Company's shareholders in person will need to make separate arrangements therefor with the Depositary. According to French law and the Company's Statuts, only holders of Shares who hold their Shares in registered form for at least two years will be entitled to double voting rights. Holders of Receipts (iiwhich evidence American Depositary Shares representing Shares in bearer form) will, in the case where the Voting Instruction Card is properly completed except for will not be entitled to double voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsrights. Notwithstanding anything in this the Deposit Agreement to the contrary, the Depositary and the Company may modify, modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts Statuts of the Company.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company Issuer to the Depositary pursuant to Section 5.065.6 of the Deposit Agreement, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, the statuts of the Company Issuer and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company Issuer for the purpose of enabling such Owner to give instructions for the exercise of such voting rights rights, and (ivd) a statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of the following paragraph if no instruction card to be prepared by is received, or if the Depositary and the Company (receives improperly completed voting instructions or a "Voting Instruction Card") blank proxy and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyIssuer and the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. . The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American other than in accordance with such instructions. If the Depositary Shares in receives improperly completed voting instructions or receives a blank proxy from an Owner with respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of to any holder of American Depositary Shares who is not the Owner of the Shares or other Deposited Securities on or before the Receipt evidencing such American Depositary Shares on the books of the DepositaryDate, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Issuer and the Deposited Securities, deem such Owner to have instructed the Depositary to give a proxy to the President of the General Meeting of Shareholders to vote such Deposited Securities in favor of the resolutions presented or approved by the Board of Directors of the Company and against any other resolution not so presented or approved. If no instructions are received by the Depositary from an Owner with respect to any of the Shares or other Deposited Securities on or before the Receipt Date, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Issuer and the Deposited Securities, deem such Owner to have instructed the Depositary to give a proxy to the President of the General Meeting of Shareholders to vote such Deposited Securities in favor of the resolutions presented or approved by the Board of Directors of the Company and against any other resolution not so presented or approved. The Depositary will not take no action to impair the ability of the Custodian to vote or cause to be voted the number of Shares represented by such American Depositary Shares unless necessary to carry out the Depositary has received verification that such number instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts all Owners under Section 4.7 of the CompanyDeposit Agreement.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.065.6 of the Deposit Agreement, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, the statuts statutes of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in if any, pertaining to the Shares or other Deposited Securities represented by such statement), Owners American Depositary Shares) to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Owner's their respective American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (ivd) a voting instruction card statement as to the manner in which such instructions may be prepared by given to the Depositary, including a statement as to the manner in which Shares with respect to which the Depositary and the Company (does not receive properly completed voting instructions or receives a "Voting Instruction Card") blank proxy will be voted, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may In accordance with French Company law and the statutes of the Company, Shares that have been registered in the name of the same holder for at least two consecutive years will be given only entitled to double voting rights. Similarly, American Depositary Shares the Receipts in respect of a number of which have been held by the same [Owner] for two consecutive years or more, and that have been held in registered form for two years or more will be entitled to double voting rights. No other American Depositary Shares representing an integral number of Shareswill be entitled to double voting rights. In additionTherefore, a precondition in order to be eligible for exercising any double voting rights with respect to any holders of American rights, each Owner must [(i) request that the Depositary hold Shares who are not Owners in registered form as provided in Section 2.2 of the Deposit Agreement] and (ii) hold Receipts evidencing in registered form (i.e., registered in the name of such American Depositary Shares on holder in the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"Depositary). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law law, the statutes of the Company and the statuts of the CompanyDeposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches to, to the Shares represented by American or other Deposited Securities other than in accordance with such instructions or in accordance with the statement under (d) above as to the manner in which Shares with respect to which the Depositary Shares in respect of which does not receive properly completed voting instructions or receives a Voting Instruction Card has been receivedblank proxy will be voted. In The Depositary will take no action to impair the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner ability of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not Custodian to vote or cause to be voted the number of Shares represented (including the Shares held by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of registered form which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be entitled to double voting rights) necessary or appropriate to comply with French or United States law or carry out the statuts instructions of all Owners under Section 4.7 of the CompanyDeposit Agreement.

Voting of Shares. Upon receipt of notice of (a) During the Term (as hereinafter defined), each Stockholder hereby irrevocably and unconditionally agrees that, at any annual, special or other meeting of holders the stockholders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners Clearwire (i“Clearwire Stockholders”) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company called for the purpose of enabling such Owner to give instructions for voting upon the exercise adoption of such voting rights and (iv) a voting instruction card to be prepared by the Depositary Merger Agreement and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners approval of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as transactions contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt DateMerger Agreement, the Depositary will eitherapproval of matters subject to a vote of the Clearwire Stockholders pursuant to the Note Purchase Agreement, in its discretionor the approval of any Acquisition Proposal (a “CIC Stockholders Meeting”), and at any adjournment or postponement thereof, the Stockholder will: (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts appear in person or by proxy at each CIC Stockholders Meeting or otherwise cause all of the Company, to vote or cause Clearwire Shares beneficially owned by the Stockholder at such time to be voted counted as present at such meeting for purposes of calculating a quorum (to the Shares represented by extent the Stockholder beneficially owned such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or shares on the record date for the CIC Stockholders Meeting); (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, (or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner ) all of the Receipt evidencing Clearwire Shares beneficially owned by the Stockholder (to the extent the Stockholder beneficially owned such American Depositary Shares shares on the books record date for the CIC Stockholders Meeting), in person or by proxy, (A) in favor of approving and adopting the Merger Agreement, (B) in favor of the Depositary, the Depositary will not vote or cause matters to be voted upon by Clearwire Stockholders at the number Parent Stockholders Meeting (as defined in the Note Purchase Agreement) pursuant to Section 7.01(c) of Shares represented by the Note Purchase Agreement (the “Note Issuance Required Vote”) and (C) in favor of any proposal to adjourn or postpone any CIC Stockholders Meeting to a later date (but prior to the expiration of the Term) if there are not sufficient votes for approval of such American Depositary Shares unless matters on the Depositary has received verification that date on which such number CIC Stockholders Meeting is held to vote on any of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary foregoing matters (ithe “Covered Matters”); and (iii) will not vote, vote (or cause to be voted, or attempt to exercise ) all of the right to vote that attaches to, Clearwire Shares represented beneficially owned by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which Stockholder at such time (and to the extentextent the Stockholder beneficially owned such shares on the record date for the CIC Stockholders Meeting), in person or by proxy, against (A) any Acquisition Proposal (other than the Merger), (B) any action, proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Stockholder under this Agreement or, to the knowledge of the Stockholder, of Clearwire under the Merger Agreement or the Note Purchase Agreement and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, postpone, prevent, discourage, adversely affect or inhibit the timely consummation of the Merger, the issuance of the Notes (or Clearwire Common Stock or units of Clearwire Communications, LLC, a Delaware limited liability company (“Clearwire LLC”) for which such Notes will be exchangeable) pursuant to the Note Purchase Agreement or, to the knowledge of the Stockholder, the fulfillment of Sprint’s, Clearwire’s, Clearwire LLC’s or Acquisition Corp.’s conditions under the Merger Agreement or the Note Purchase Agreement or the Stockholder’s obligations under this Agreement or change in any manner the present capitalization of Clearwire or Clearwire LLC or the voting instructions included rights of any class of shares of Clearwire (including any amendments to Clearwire’s Certificate of Incorporation or Bylaws). (b) The obligations of the Stockholder specified in the Voting Instruction Card are illegible or unclearSections 2(a)(i), and (ii) will, in and (iii) shall apply whether or not the case where Merger or any action described above is recommended by the Voting Instruction Card is properly completed except for voting instructions relating to Board of Directors of Clearwire (or any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything committee thereof). (c) Except as expressly set forth in this Deposit Agreement to the contraryAgreement, the Depositary and Stockholder may vote the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or Clearwire Shares beneficially owned by it in its discretion on all matters submitted for the statuts vote of the Companystockholders of Clearwire.

Voting of Shares. Upon receipt of notice 5.1 [Holders will have voting rights with respect to the Deposited Shares. The Company will notify the Depositary of any meeting resolution to be proposed at a General Meeting of holders of Shares or other Deposited Securities, the Company and the Depositary shall, as soon as practicable thereafter, mail will vote or cause to be voted the Owners (i) a copy or summary Deposited Shares in English of the notice of such meeting sent by manner set out in Condition 12. The Company has agreed with the Company Depositary that it will promptly provide to the Depositary pursuant to Section 5.06sufficient copies, (ii) a statement that as the Owners as Depositary may reasonably request, of notices of meetings of the close shareholders of business the Company and the agenda therefor as well as written requests containing voting instructions by which each Holder may give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the meeting, which the Depositary shall send to any person who is a Holder on a the record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities for that purpose (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in pertinent part in such statement), to instruct the Depositary same as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided corresponding record date set by the Company for or as near as practicable thereto) as soon as practicable after receipt of the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared same by the Depositary in accordance with Condition 23. The Company has also agreed to provide to the Depositary appropriate proxy forms to enable the Depositary to appoint a representative to attend the relevant meeting and vote on behalf of the Company (a "Voting Instruction Card") Depositary. 5.2 In order for each voting instruction to be valid, the voting instructions form must be completed and setting forth the date established duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message) in accordance with the written request containing voting instructions and returned to the Depositary for by such record date as the receipt of such Voting Instruction Card (Depositary may specify. 5.3 The Depositary will exercise or cause to be exercised the "Receipt Date"). Voting instructions may be given only voting rights in respect of the Deposited Shares so that a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners portion of the Receipts evidencing such American Depositary Deposited Shares on will be voted for and a portion of the books of Deposited Shares will be voted against any resolution specified in the agenda for the relevant meeting in accordance with the voting instructions it has received. 5.4 If the Depositary is advised in the opinion referred to in Clause 5.7 below that such holders arrange for deposit it is not permitted by [nationality of Company] law to exercise the voting rights in a blocked account established for such purpose respect of the relevant Deposited Shares differently (so that a portion of the Deposited Shares may be voted for a resolution and a portion of the Deposited Shares may be voted against a resolution) the Depositary shall, if the opinion referred to in Clause 5.7 below confirms it to be permissible under [nationality of Company] law, calculate from the voting instructions that it has received from all Holders (x) the aggregate number of American Depositary Shares for votes in favour of a period particular resolution and (y) the aggregate number of votes opposed to commence on a date such resolution and cast or cause to be fixed by cast in favour of or opposed to such resolution the Depositary after consultation with number of votes representing the Company (which date will not be more than five days prior to the date net positive difference between such aggregate number of the shareholders' meeting) until the completion votes in favour of such meeting (the "Blocked Period"). resolution and such aggregate number of votes opposed to such resolution. 5.5 The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, only endeavour to vote or cause to be voted the votes attaching to Shares in respect of which voting instructions have been received, except that if no voting instructions are received by the Depositary (either because no voting instructions are returned to the Depositary or because the voting instructions are incomplete, illegible or unclear) from a Holder with respect to any or all of the Deposited Shares represented by such American Xxxxxx's GDRs on or before the record date specified by the Depository, such Holder shall be deemed to have instructed the Depositary Shares to give a discretionary proxy to a person designated by the Company with respect to such Deposited Shares, and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Shares, PROVIDED THAT no such instruction shall be deemed given, and no such discretionary proxy shall be given, with respect to any matter as to which the Company informs the Depositary (and the Company has agreed to provide such information in accordance with any non-discretionary instructions set forth in writing as soon as practicable) that (i) the Company does not wish such Voting Instruction Card proxy to be given, or (ii) forward such instructions matter materially and adversely affects the rights of holders of Shares. 5.6 If the Depositary is advised in the opinion referred to in Clause 5.7 below that it is not permissible under [nationality of Company] law or the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, Depositary determines that it is not reasonably practicable to vote or cause to be voted the Shares represented by such American Depositary Deposited Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Clauses 5.3 ,5.4 or 5.5, the Depositary will only vote, shall not vote or cause to be votedvoted such Deposited Shares. 5.7 Where the Depositary is to vote in respect of each and any resolution in the manner described in Clause 5.3 ,5.4 and 5.5 above the Depositary shall notify the Chairman of the Company and appoint a person designated by him as a representative of the Depositary to attend such meeting and vote the Deposited Shares in the manner required by this Condition. The Depositary shall not be required to take any action required by this Clause 5 unless it shall have received an opinion from the Company's legal counsel (such counsel being reasonably acceptable to the Depositary) at the expense of the Company to the effect that such voting arrangement is valid and binding on Holders under [nationality of Company] law and the statutes of the Company and that the Depositary is permitted to exercise votes in accordance with the provisions of this Clause 5 but that in doing so the Depositary will not be deemed to be exercising voting discretion. 5.8 By continuing to hold the GDRs, all Holders shall be deemed to have agreed to the provisions of this Clause 5 as it may be amended from time to time in order to comply with applicable [nationality of Company] law. 5.9 The Depositary shall not, and the Depositary shall ensure the Custodian and its nominee do not, vote or attempt to exercise the right to vote that attaches to, to the Deposited Shares represented by American Depositary Shares other than in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not voteaccordance with instructions given, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) willdeemed given, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in accordance with this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the CompanyClause 5.]

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company (but without prejudice to the right of Owners hereunder to receive information, copies of reports and notices made generally available by the Company to holders of its Shares and furnished by the Company to the Depositary for this purpose), the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.065.6, (iib) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and instructions, (ivd) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and (e) a statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given or deemed given, in accordance with the following paragraph, if no instruction is received or if the Depositary receives improperly completed voting instructions or a blank proxy, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not the Owners of the Receipts evidencing such those American Depositary Shares on the books of the Depositary is that such those holders arrange for deposit in a blocked account established for such that purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' ’ meeting) until the completion of such the meeting (the "“Blocked Period"”). The Depositary will shall use its best reasonable efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Owners exercising voting rights shall instruct the Depositary not to transfer their Receipts, and the Depositary shall not transfer those Receipts during the Blocked Period. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card from an Owner of a Receiptvoting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicalpracticable and permitted under any applicable provisions of French law and and, the statuts of the CompanyCompany and the Deposited Securities, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with any non-discretionary discretionarynondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to on the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. in such request. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American Depositary Shares other than in respect of which a Voting Instruction Card has been receivedaccordance with such instructions. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the The Depositary will not knowingly take any action to impair its ability to vote or cause to be voted the number of Shares represented by such American Depositary Shares unless necessary to carry out the Depositary has received verification that such number instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Periodall Owners. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. or deemed instructions. If the Depositary receives improperly completed voting instructions or receives a blank proxy or does not receive instructions from an Owner with respect to any of the Shares or other Deposited Securities on or before the Receipt Date, and (ii) the Depositary will, in insofar as permitted under any applicable provisions of French law, the case where statuts of the Voting Instruction Card is properly completed except for voting instructions relating Company and the Deposited Securities, deem such Owner to any resolutions have instructed the Depositary to be submitted give a proxy to a person designated by the shareholders' meeting that have been left blank, Company to vote such Deposited Securities in favor of the resolutions presented or approved by the board of directors of the Company and against any other resolution not so presented or approved. The Company shall designate a person to vote such resolutionsDeposited Securities, as provided in the preceding sentence, in accordance with French law. The Depositary will not charge any fees to the Owners in connection with the foregoing transactions to enable any Owner to exercise its voting rights under this Deposit Agreement. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may may, upon notice to all Owners, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited SecuritiesSecurities sent by the Issuer prior to the date of the meeting, the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 (a) a summary in English or an English version of the notice of such meeting sent by the Issuer to the Depositary pursuant to Section 5.6, (b) a statement in a form provided by the Issuer that the Owners and holders of Receipts who hold the right to instruct the Depositary with respect to the voting rights, if any, pertaining to the Shares or Deposited Securities which correspond to their American Depositary Shares ("Voters") will be entitled, subject to any applicable provisions of French law, the statuts STATUTS of the Company Issuer and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in pertinent part in such statement), to instruct exercise the Depositary as voting rights (subject to the exercise of the voting rightsrestrictions detailed below), if any, pertaining provided that any such Voter takes such steps as may be required to become the Shares Owner as shown on the books of the Depositary on or other Deposited Securities represented by such Owner's American Depositary Sharesbefore the Receipt Date (as defined below), (iiic) copies or summaries in English of any materials or other documents provided by the Company Issuer for the purpose of enabling such Owner Voters who are Owners to give instructions for the exercise of such voting rights and rights, by means of voting by mail (ivFORMULAIRE DE VOTE PAR CORRESPONDANCE) or by proxy (FORMULAIRE DE VOTE PAR PROCURATION), which may be delivered EN BLANC, (d) a voting instruction card (including a FORMULAIRE DE VOTE PAR CORRESPONDANCE or PROCURATION EN BLANC (when applicable) and all other information, authorizations and certifications required under French law to vote Shares in registered form) to be prepared by the Depositary and the Company Issuer (a "Voting Instruction Card"), and (e) and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares statement that Voters who are not Owners registered holders of the Receipts evidencing such related American Depositary Shares on the books of the Depositary is must, before being provided with a Voting Instruction Card, contact the Depositary by telephone, mail or fax in order to cause, or indicate that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of they intend to cause, their American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares registered on the books of the Depositary in their name prior to the Receipt Date. Upon the Depositary's receipt of the contact referred to in (e) above, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.shall

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts STATUTS of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by In accordance with French companies law and the STATUTS of the Company, Shares that have been held in registered form in the name of the same holder since at least the beginning of the second full calendar year preceding the date of the shareholders, meeting in question are entitled to double voting rights. Consequently, deposited Shares will be entitled to such double voting rights to the sole extent that (i) since at least the beginning of the second full calendar year preceding the date of the shareholder meeting in question the Depositary, upon the request of the Owners, has held such Shares in registered form; (ii) such Owners have since at least the same date continuously held Receipts evidencing American Depositary from an Owner Shares representing such number of deposited Shares and (iii) such Owners have certified to the Depositary, as of the date the Voting Instruction Card is executed, that they are, and at all times since the beginning of the second full calendar year preceding the date of the shareholder meeting in question have been, Eligible Owners. For purposes of determining whether deposited Shares may be entitled to double voting rights, upon a transfer or surrender of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Dateby an Owner, unless otherwise specified by such Owner, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of Company shall presume that the Company, to vote most recently acquired American Depositary shares are being transferred or cause to be voted the Shares represented surrendered by such American Owner. Accordingly, the Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Companyhereinafter provided, to vote exercise or cause to be voted the Shares represented by such American Depositary Shares exercised double voting rights in accordance with any non-discretionary instructions received from Owners that have satisfied the conditions set forth in such Voting Instruction Card. The Depositary will only voteclauses (i) to (iii) above, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares which are entitled to double voting rights represented by such the American Depositary Shares unless the Depositary has received verification that evidenced by Receipts held by such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary Owners. (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting Voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts STATUTS of the Company.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights accordance with respect to any holders of American Depositary Shares who are not Owners French companies law and the statuts of the Receipts evidencing such American Depositary Company, Shares on that have been held in registered form in the books name of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose same holder since at least the beginning of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to second full calendar year preceding the date of the shareholders' meetingmeeting in question are entitled to double voting rights. Consequently, deposited Shares will be entitled to such double voting rights to the sole extent that (i) until since at least the completion beginning of the second full calendar year preceding the date of the shareholder meeting in question the Depositary, upon the request of the Owners, has held such Shares in registered form; (ii) such Owners have since at least the same date continuously held Receipts evidencing American Depositary Shares representing such number of deposited Shares and (iii) such Owners have certified to the Depositary, as of the date the Voting Instruction Card is executed, that they are, and at all times since the beginning of the second full calendar year preceding the date of the shareholder meeting (the "Blocked Period")in question have been, Eligible Owners. The Depositary will use its best efforts For purposes of determining whether deposited Shares may be entitled to implement and maintain procedures to allow for blocking double voting rights, upon a transfer or surrender of American Depositary Shares by an Owner, unless otherwise specified by such Owner, the Depositary and the Company shall presume that the most recently acquired American Depositary Shares are being transferred or surrendered by such Owner. Accordingly, the Depositary will use reasonable efforts, as contemplated hereinafter provided, to exercise or cause to be exercised double voting rights in accordance with instructions received from Owners that have satisfied the conditions set forth in clauses (i) to (iii) above, in respect of the number of Shares which are entitled to double voting rights represented by the preceding sentenceAmerican Depositary Shares evidenced by Receipts held by such Owners. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions resolution to be submitted to the shareholders' meeting that have been left blank, (a) vote in favor of such resolutionsresolution if such resolution is recommended or submitted by the Company, or (b) vote against such resolution if such resolution is not recommended or submitted by the Company. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. Upon receipt of notice of The Company shall timely notify the Depositary in writing prior to any meeting of holders of Shares or other Deposited SecuritiesSecurities of such meeting. Upon receipt of such notice, and upon consultation with the Company, the Depositary shall, as soon as practicable thereafterin a timely manner, mail to the Owners (i) a copy or summary in English or an English version of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts Statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and rights, (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"), and (v) a statement as to the manner in which such instructions may be given, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of this paragraph if no instruction is received, to the Depositary to give a discretionary proxy to a person designated by the Company. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, shall endeavor (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts Statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary the instructions set forth in such Voting Instruction Card or (ii) to forward such instructions to the Custodian and the Custodian will use reasonable effortsshall endeavor, insofar as practical and permitted under any applicable provisions of French law and the statuts Statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary the instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American Depositary Shares other than in respect of which a Voting Instruction Card has been receivedaccordance with such instructions or deemed instructions. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the The Depositary will not knowingly take any action to impair its ability to vote or cause to be voted the number of Shares necessary to carry out the instructions of all Owners. Subject to the next paragraph, if no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by such the American Depositary Shares unless evidenced by such Owner's Receipts on or before the Receipt Date, the Owner shall be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such Deposited Securities and, as a result thereof, the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Securities, provided, that no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (x) the Company does not wish such proxy given, (y) substantial opposition exists or (z) such matter materially and adversely affects the rights of holders of Shares. Notwithstanding the foregoing, Owners will not be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to any Deposited Securities and the Depositary shall not give a discretionary proxy to a person designated by the Company to vote such Deposited Securities with respect to any shareholders' meeting unless and until it has received verification legal assurances from the Company's French counsel, addressed to the Depositary in form and substance reasonably acceptable to the Depositary. The Depositary will not be subject to any potential liability arising from voting on the ground that the voting arrangement set forth in this Deposit Agreement violates any French law. There is no guarantee that Owners generally or any Owner in particular will receive the notice described above with sufficient time to enable such number Owner to return any voting instructions to the Depositary in a timely manner. Notwithstanding anything contained in the Deposit Agreement or any Receipt, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the American Depositary Shares has been deposited are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a blocked account notice that provides Owners with, or otherwise publicizes to Owners, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the Blocked Periodmaterials). The Depositary (i) will not vote, or cause charge any fees to be voted, or attempt the Owners in connection with the foregoing transactions to enable any Owner to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the its voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsrights under this Deposit Agreement. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts Statuts of the Company.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts (A) a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (i) a copy or summary such information as is contained in English of the such notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06meeting, and (ii) a statement that the Owners Holders as of the close of business in New York on a record date established by the Depositary pursuant to Section 4.06 the terms of this Deposit Agreement will be entitled, subject to any applicable provisions of French law, law and the statuts Statuts of the Company and the terms of the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part by the Company and provided to the Depositary for inclusion in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such OwnerHolder's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (ivB) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth forth, inter alia, the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Cut-off Date")) and (C) copies or summaries in English of any materials provided by the Company for the purpose of enabling the Holders to give instructions for the exercise of such voting rights. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, As a precondition for exercising any voting rights with respect to rights, any holders of persons holding American Depositary Shares who are not Owners the Holders of the Receipts evidencing such American Depositary Shares Receipt(s) registered in name on the books of the Depositary is that evidencing such holders American Depositary Shares (e.g., persons holding their American Depositary Shares through The Depository Trust Company) must arrange for deposit the delivery in a blocked account ("Blocking"), established for such purpose purposes by the Depositary, of the relevant number of American Depositary Shares for a the period to commence on a the date to be fixed by the Depositary (on a date which shall be as near as practicable to the corresponding date established by the Company in France in respect of the Shares) after consultation with the Company (which date will not be more than five days prior to and set forth on the date of the shareholders' meeting) Voting Instruction Card, until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking the Blocking of American Depositary Shares as contemplated by the preceding sentence. Holders of Receipts registered in name on the books of the Depositary (other than the Depository Trust Company) will not, as a precondition for exercising voting rights, be required to deliver their American Depositary Shares to the Depositary for Blocking but will be required to irrevocably instruct the Depositary not to transfer the Receipts (and not to cancel such Receipts upon receipt of cancellation and withdrawal instructions) evidencing the American Depositary Shares in respect of which voting instructions have been given ("Stop Transfer Instructions"). The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon receipt of cancellation and withdrawal instructions) the Receipts indicated in such Stop Transfer Instructions, during the Blocked Period. Upon receipt by the Depositary from an Owner a Holder of American Depositary Shares of (i) a properly completed Voting Instruction Card on or before the Receipt DateCut-off Date and (ii) either the requisite number of American Depositary Shares delivered for Blocking or duly completed Stop Transfer Instructions, the Depositary will eitherwill, in its discretionrespect of such American Depositary Shares, (i) forward the voting instructions contained in the Voting Instruction Card to the Custodian and will instruct the Custodian to use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts Statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a properly completed Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner Holder of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked PeriodPeriod by such person. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. As each American Depositary Share represents one-fifth of a Share as of this date, voting rights may be exercised only in respect of five American Depositary Shares, or multiples thereof. Holders of American Depositary Shares who wish to attend any meeting of the Company's shareholders in person will need to make separate arrangements therefore with the Depositary. According to French law and the Company's Statuts, only holders of Shares who hold their Shares in registered form for at least two years will be entitled to double voting rights. Holders of Receipts (iiwhich evidence American Depositary Shares representing Shares in bearer form) will, in the case where the Voting Instruction Card is properly completed except for will not be entitled to double voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsrights. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, modify or amend the above voting procedures or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts Statuts of the Company.

Voting of Shares. Upon receipt of notice 5.1 [Holders will have voting rights with respect to the Deposited Shares. The Company will notify the Depositary of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail resolution to the Owners (i) be proposed at a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts General Meeting of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Deposited Shares represented in the manner set out in Condition 12. The Company has agreed with the Depositary that it will promptly provide to the Depositary sufficient copies, as the Depositary may reasonably request, of notices of meetings of the shareholders of the Company and the agenda therefor as well as written requests containing voting instructions by such American which each Holder may give instructions to the Depositary Shares to vote for or against each and any resolution specified in the agenda for the meeting, which the Depositary shall send to any person who is a Holder on the record date established by the Depositary for that purpose (which shall be the same as the corresponding record date set by the Company or as near as practicable thereto) as soon as practicable after receipt of the same by the Depositary in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions Condition 23. The Company has also agreed to provide to the Custodian Depositary appropriate proxy forms to enable the Depositary to appoint a representative to attend the relevant meeting and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts vote on behalf of the CompanyDepositary. 5.2 In order for each voting instruction to be valid, the voting instructions form must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message) in accordance with the written request containing voting instructions and returned to vote the Depositary by such record date as the Depositary may specify. 5.3 The Depositary will exercise or cause to be exercised the voting rights in respect of the Deposited Shares so that a portion of the Deposited Shares will be voted for and a portion of the Deposited Shares represented by such American Depositary Shares will be voted against any resolution specified in the agenda for the relevant meeting in accordance with any non-discretionary the voting instructions set forth it has received. 5.4 If the Depositary is advised in such Voting Instruction Card. The Depositary will only vote, or cause the opinion referred to be voted, or attempt in Clause 5.7 below that it is not permitted by [issuer's nationality] law to exercise the right to vote that attaches to, Shares represented by American Depositary Shares voting rights in respect of which the Deposited Shares differently (so that a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner portion of the Receipt evidencing such American Depositary Deposited Shares on the books may be voted for a resolution and a portion of the Depositary, Deposited Shares may be voted against a resolution) the Depositary will not vote or cause shall, if the opinion referred to in Clause 5.7 below confirms it to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not votepermissible under [issuer's nationality] law, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) calculate from the voting instructions included that it has received from all Holders (x) the aggregate number of votes in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor favour of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.a particular resolution and

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company Issuer to the Depositary pursuant to Section 5.065.6, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 herein will be entitled, subject to any applicable provisions of French law, the statuts of the Company Issuer and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company Issuer for the purpose of enabling such Owner to give instructions for the exercise of such voting rights rights, and (ivd) a statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given or deemed given in accordance with the last sentence of the following paragraph if no instruction card to be prepared by is received or if the Depositary and the Company (receives improperly completed voting instructions or a "Voting Instruction Card") blank proxy, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyIssuer and the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American other than in accordance with such instructions. If the Depositary Shares in receives improperly completed voting instructions or receives a blank proxy from an Owner with respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of to any holder of American Depositary Shares who is not the Owner of the Shares or other Deposited Securities on or before the Receipt evidencing such American Depositary Shares on the books of the DepositaryDate, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Issuer and the Deposited Securities, deem such Owner to have instructed the Depositary to give a proxy to the President of the General Meeting of Shareholders to vote such Deposited Securities in favor of the resolutions presented or approved by the Board of Directors of the Issuer and against any other resolution not so presented or approved. If no instructions are received by the Depositary from an Owner with respect to any of the Shares or other Deposited Securities on or before the Receipt Date, the Depositary will, insofar as permitted under any applicable provisions of French law, the statuts of the Issuer and the Deposited Securities, deem such Owner to have instructed the Depositary to give a proxy to the President of the General Meeting of Shareholders to vote such Deposited Securities in favor of the resolutions presented or approved by the Board of Directors of the Issuer and against any other resolution not so presented or approved. There can be no assurance that Owners generally or any Owner in particular will not receive the notice described in the first paragraph of this Section 4.7 sufficiently prior to the Record Date to ensure that the Depositary will vote the Shares or cause the Deposited Securities in accordance with the preceding paragraph of this Section 4.7. The Depositary will take no action to be voted impair the ability of the Custodian to vote the number of Shares represented by such American Depositary Shares unless necessary to carry out the Depositary has received verification that such number instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in all Owners under this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the CompanySection 4.7.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.065.06 of the Deposit Agreement, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, the statuts STATUTS of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon the request of an Owner, the Depositary will, as promptly as practicable, cause the number of deposited Shares represented by such Owner's American Depositary Shares to be held in registered form. In accordance with French companies law and the STATUTS of the Company, Shares that have been held in registered form in the name of the same holder since at least the beginning of the second full calendar year preceding the date of the shareholders' meeting in question are entitled to double voting rights. Consequently, deposited Shares will be entitled to such double voting rights to the sole extent that (i) since at least the beginning of the second full calendar year preceding the date of the shareholder meeting in question the Depositary, upon the request of the Owners, has held such Shares in registered form; (ii) such Owners have at least since the same date continuously held Receipts evidencing American Depositary Shares representing such number of deposited Shares and (iii) such Owners have certified to the Depositary, as of the date the Voting Instruction Card is executed, that they are, and at all times since the beginning of the second full calendar year preceding the date of the shareholder meeting in question have been, Eligible Owners. For purposes of determining whether deposited Shares may be entitled to double voting rights, upon a transfer or surrender of American Depositary Shares by an Owner, unless otherwise specified by such Owner, the Depositary and the Company shall presume that the most recently acquired American Depositary Shares are being transferred or surrendered by such Owner. Accordingly, the Depositary will use reasonable efforts, as hereinafter provided, to exercise or cause to be exercised double voting rights in accordance with instructions received from Owners that have satisfied the conditions set forth in clauses (i) to (iii) above, in respect of the number of Shares which are entitled to double voting rights represented by the American Depositary Shares evidenced by Receipts held by such Owners. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts STATUTS of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts STATUTS of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary Shares (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this the Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts STATUTS of the Company.

Voting of Shares. The Company will use reasonable efforts to request that the Depositary notify Owners of upcoming votes and ask for voting instructions from Owners. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafterat the request of the Company, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date")) and including an express indication that such instructions may be given or deemed given in accordance with the last sentence of the second paragraph of this Section (a) if no Voting Instruction Card is received by the Depositary on or before the Receipt Date, (b) if the Depositary receives an improperly completed or blank Voting Instruction Card or (c) if the voting instructions included in the Voting Instruction Card are illegible or unclear. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a properly completedIf no Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, ,is received by the Depositary from an Owner with respect to any of the Shares represented by American Depositary Shares in respect of which whichon or before the Receipt Date, or if the Voting Instruction Card is improperly completed or in respect of which (and to the extent) blank, or if the voting instructions included in the Voting Instruction Card are illegible or unclear., such Owner shall be deemed to have instructed the Depositary to vote such Shares and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, Depositary shall vote such Shares in favor of such resolutionsany resolution proposed or approved by the Board of Directors of the Company and against any resolution not so proposed or approved. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.065.6 of the Deposit Agreement, (iib) a statement that the Owners and holders of Receipts as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, the statuts statutes of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares) to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (ivd) a voting instruction card statement as to the manner in which such instructions may be prepared by given to the Depositary, including a statement as to the manner in which Shares with respect to which the Depositary and the Company (does not receive properly completed voting instructions or receives a "Voting Instruction Card") blank proxy will be voted, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may In accordance with French Company law and the statutes of the Company, Shares that have been registered in the name of the same holder for at least two consecutive years will be given only entitled to double voting rights. Similarly, American Depositary Shares the Receipts in respect of a number of whichthat have been held by the same [Owner] for two consecutive years or more, and that have been held in registered form for two years or more will be entitled to double voting rights. No other American Depositary Shares representing an integral number of Shareswill be entitled to double voting rights. In additionTherefore, a precondition in order to be eligible for exercising any double voting rights with respect to any holders of American rights, each Owner must [(i) request that the Depositary hold Shares who are not Owners in registered form as provided in Section 2.2 of the Deposit Agreement] and (ii) hold Receipts evidencing in registered form (i.e., registered in the name of such American Depositary Shares on holder in the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"Depositary). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law law, the statutes of the Company and the statuts of the CompanyDeposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches to, to the Shares represented by American or other Deposited Securities other than in accordance with such instructions or in accordance with the statement under (d) above as to the manner in which Shares with respect to which the Depositary Shares in respect of which does not receive properly completed voting instructions or receives a Voting Instruction Card has been receivedblank proxy will be voted. In The Depositary will take no action to impair the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner ability of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not Custodian to vote or cause to be voted the number of Shares represented (including the Shares held by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of registered form which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be entitled to double voting rights) necessary or appropriate to comply with French or United States law or carry out the statuts instructions of all Owners under Section 4.7 of the CompanyDeposit Agreement.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company (but without prejudice to the right of Owners hereunder to receive information, copies of reports and notices made generally available by the Company to holders of its Shares and furnished by the Company to the Depositary for this purpose), the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.065.6, (iib) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and instructions, (ivd) a voting instruction card to be prepared by the Depositary and the Company and (e) a "Voting Instruction Card") statement as to the manner in which voting instructions may be given to the Depositary, including an express indication that such instructions may be given or deemed given, in accordance with the following paragraph, if no instruction is received or if the Depositary receives improperly completed voting instructions or a blank proxy, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card voting instructions, on or before the Receipt Date, the Depositary will shall either, in its discretion, (i) use reasonable effortsvote such Deposited Securities in accordance with such instructions or forward such instructions to the Custodian, and the Custodian shall endeavor, insofar as practical practicable and permitted under any applicable provisions of French law and law, the statuts of the CompanyCompany and the Deposited Securities, to vote or cause to be voted the Shares represented by such American Depositary Shares Deposited Securities in accordance with any non-discretionary nondiscretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented by American other than in accordance with such instructions or deemed instructions. If the Depositary Shares in receives improperly completed voting instructions or receives a blank proxy or does not receive instructions from an Owner with respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of to any holder of American Depositary Shares who is not the Owner of the Shares or other Deposited Securities on or before the Receipt evidencing such American Depositary Shares on the books of the DepositaryDate, the Depositary will not vote or cause will, insofar as permitted under any applicable provisions of French law, the statuts of the Company and the Deposited Securities, deem such Owner to be voted the number of Shares represented by such American Depositary Shares unless have instructed the Depositary has received verification that to give a proxy to a person designated by the Company to vote such number Deposited Securities in favor of American Depositary Shares has been deposited the resolutions presented or approved by the board of directors of the Company and against any other resolution not so presented or approved. The Company shall designate a person to vote such Deposited Securities, as provided in a blocked account for the Blocked Periodpreceding sentence, in accordance with French law. The Depositary (i) will not vote, or cause charge any fees to be voted, or attempt the Owners in connection with the foregoing transactions to enable any Owner to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the its voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutionsrights under this Deposit Agreement. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may may, upon notice to all Owners, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. The Company will use reasonable efforts to request that the Depositary notify Owners of upcoming votes and ask for voting instructions from Owners. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafterat the request of the Company, mail to the Owners (i) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06, (ii) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date")) and including an express indication that such instructions may be given or deemed given in accordance with the last sentence of the second paragraph of this Section (a) if no Voting Instruction Card is received by the Depositary on or before the Receipt Date, (b) if the Depositary receives an improperly completed or blank Voting Instruction Card or (c) if the voting instructions included in the Voting Instruction Card are illegible or unclear. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The If no Voting Instruction Card is received by the Depositary will only vote, or cause from an Owner with respect to be voted, or attempt to exercise any of the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of on or before the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not voteDate, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which if the Voting Instruction Card is improperly completed or in respect of which (and to the extent) blank, or if the voting instructions included in the Voting Instruction Card are illegible or unclear, such Owner shall be deemed to have instructed the Depositary to vote such Shares and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, Depositary shall vote such Shares in favor of such resolutionsany resolution proposed or approved by the Board of Directors of the Company and against any resolution not so proposed or approved. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.

Voting of Shares. Upon receipt of notice 5.1 Holders will have voting rights with respect to the Deposited Shares, to the extent permitted by Egyptian law. The Company will notify the Depositary of any meeting resolution to be proposed at a General Meeting of holders of Shares or other Deposited Securities, the Company and the Depositary shall, as soon as practicable thereafter, mail will vote or cause to be voted the Owners (i) a copy or summary Deposited Shares in English of the notice of such meeting sent manner set out in Condition 12. The Company agrees with the Depositary that it will in accordance with the timeline prescribed by Egyptian law and the Company EGX listing rules promptly provide to the Depositary pursuant to Section 5.06sufficient copies, (ii) a statement that as the Owners as Depositary may reasonably request, of notices of meetings of the close shareholders of business the Company and the agenda therefor as well as written requests containing voting instructions by which each Holder may give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the meeting, which the Depositary shall send to any person who is a Holder on a the record date established by the Depositary pursuant to Section 4.06 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities for that purpose (which provisions, if any, including any applicable provisions relating to double voting rights, will shall be summarized in pertinent part in such statement), to instruct the Depositary same as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided corresponding record date set by the Company for or as near as practicable thereto) as soon as practicable after receipt of the purpose same by the Depositary in accordance with Condition 23. The Company also agrees to provide to the Depositary appropriate proxy forms to enable the Depositary to appoint a representative to attend the relevant meeting and vote on behalf of enabling such Owner the Depositary. The Company hereby acknowledges, and by holding GDRs each Holder acknowledges, that there can be no assurance that Holders generally or any particular Holder will receive the notice referred to in Condition 12.1 in time to enable each Holder to give instructions to the Depositary prior to the last date on which the Depositary will accept voting instructions from Holders (the "Instruction Cutoff Date"). 5.2 In order for the exercise of such voting rights and (iv) a each voting instruction card to be prepared valid, the voting instructions form must be duly completed and duly signed or received by authenticated SWIFT message and returned to the Depositary by the Depositary and Instruction Cutoff Date. 5.3 Following receipt by the Company (a "Voting Instruction Card") and setting forth Depositary, on or before the date established by the Depositary for such purpose, of the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect written request of a number of American Depositary Shares representing an integral number of Shares. In addition, person who was a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares Holder on the books of the Depositary is that such holders arrange for deposit in a blocked account record date established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Dateunder Clause 5.1, the Depositary will either, exercise or cause to be exercised the voting rights in its discretion, (i) use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts respect of the CompanyDeposited Shares so that the portion of the Deposited Shares which are the subject of the request, will be voted in accordance with the instructions set out in that request. 5.4 If the Depositary is advised in the opinion referred to in Clause 5.7 below that it is not permitted by Egyptian law to exercise the voting rights in respect of the Deposited Shares differently (so that a portion of the Deposited Shares may be voted for a resolution and a portion of the Deposited Shares may be voted against a resolution) the Depositary shall, if the opinion referred to in Clause 5.7 below confirms it to be permissible under Egyptian law, calculate from the voting instructions that it has received from all Holders (x) the aggregate number of votes in favour of a particular resolution and (y) the aggregate number of votes opposed to such resolution and cast or cause to be cast in favour of or opposed to such resolution the number of votes representing the net positive difference between such aggregate number of votes in favour of such resolution and such aggregate number of votes opposed to such resolution. 5.5 The Depositary will only endeavour to vote or cause to be voted the votes attaching to Shares in respect of which voting instructions have been received, except that if no voting instructions are received by the Depositary (either because no voting instructions are returned to the Depositary or because the voting instructions are incomplete, illegible or unclear) from a Holder with respect to any or all of the Deposited Shares represented by such American Holder's GDRs on or before the record date specified by the Depositary, such Holder shall be deemed to have instructed the Depositary Shares to give a discretionary proxy to a person designated by the Company with respect to such Deposited Shares, and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such Deposited Shares, PROVIDED THAT no such instruction shall be deemed given, and no such discretionary proxy shall be given, with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information in accordance with any non-discretionary instructions set forth in writing as soon as practicable) that (i) the Company does not wish such Voting Instruction Card proxy to be given, or (ii) forward such instructions matter materially and adversely affects the rights of holders of Shares. 5.6 If the Depositary is advised in the opinion referred to in Clause 5.7 below that it is not permissible under Egyptian law or the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, Depositary determines that it is not reasonably practicable to vote or cause to be voted the Shares represented by such American Depositary Deposited Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Clauses 5.3, 5.4 or 5.5, the Depositary will only vote, shall not vote or cause to be votedvoted such Deposited Shares. 5.7 The Depositary shall be entitled to request the Company to provide to the Depositary, and where such request has been made shall not be required to take any action required by this Clause 5 unless it shall have received, an opinion from the Company's legal counsel (such counsel being reasonably acceptable to the Depositary) at the expense of the Company to the effect that such voting arrangement is valid and binding on Holders under Egyptian law and the constitutional documents of the Company and that the Depositary is permitted to exercise votes in accordance with the provisions of this Clause 5 but that in doing so the Depositary will not be deemed to be exercising voting discretion. The Company shall inform the Depositary of any circumstances which may affect whether the voting arrangements under this Clause 5 are valid and binding on Holders under Egyptian law and the statutes of the Company, or whether the Depositary is permitted to exercise votes in accordance with the provisions of this Clause 5 and in doing so will not be deemed to be exercising voting discretion. 5.8 By continuing to hold GDRs, all Holders shall be deemed to have agreed to the provisions of this Clause 5 as it may be amended from time to time in order to comply with applicable Egyptian law. 5.9 The Depositary shall not, and the Depositary shall ensure that the Custodian and its nominees do not, vote or attempt to exercise the right to vote that attaches to, to the Deposited Shares represented by American Depositary Shares other than in respect of which a Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not voteaccordance with instructions given, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) willdeemed given, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in accordance with this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the CompanyClause 5.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, the Depositary shall, as soon as practicable thereafter, mail to the Owners Holders of Receipts (A) a notice in English, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (i) a copy or summary such information as is contained in English of the such notice of such meeting sent by the Company to the Depositary pursuant to Section 5.06meeting, and (ii) a statement that the Owners Holders as of the close of business in New York on a record date established by the Depositary pursuant to Section 4.06 the terms of the Deposit Agreement will be entitled, subject to any applicable provisions of French law, law and the statuts Statuts of the Company and the terms of the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement)Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such OwnerHolder's American Depositary Shares, (iii) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and (ivB) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth forth, inter alia, the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Cut-off Date")) and (C) copies of or summaries in English of any materials provided by the Company for the purpose of enabling the Holders to give instructions for the exercise of such voting rights. Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, As a precondition for exercising any voting rights with respect to rights, any holders of persons holding American Depositary Shares who are not Owners the Holders of the Receipts evidencing such American Depositary Shares Receipt(s) registered in name on the books of the Depositary is that evidencing such holders American Depositary Shares (e.g., persons holding their American Depositary Shares through the Depository Trust Company) must arrange for deposit the delivery in a blocked account ("Blocking"), established for such purpose purposes by the Depositary, of the relevant number of American Depositary Shares for a the period to commence on a the date to be fixed by the Depositary (on a date which shall be as near as practicable to the corresponding date established by the Company in France in respect of the Shares) after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking the Blocking of American Depositary Shares as contemplated by the preceding sentence. Holders of Receipts registered in name on the books of the Depositary (other than the Depository Trust Company) will not, as a precondition for exercising voting rights, be required to deliver their American Depositary Shares to the Depositary for Blocking but will be required to irrevocably instruct the Depositary not to transfer the Receipts (and not to cancel such Receipts upon receipt of cancellation and withdrawal instructions evidencing the American Depositary Shares in respect of which voting instructions have been given ("Stop Transfer Instructions")). The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon receipt of cancellation and withdrawal instructions) the Receipts indicated in such Stop Transfer Instructions, during the Blocked Period. Upon receipt by the Depositary from an Owner a Holder of American Depositary Shares of (i) a properly completed Voting Instruction Card on or before the Receipt DateCut-off Date and (ii) either the requisite number of American Depositary Shares delivered for Blocking or duly completed Stop Transfer Instructions, the Depositary will eitherwill, in its discretionrespect of such American Depositary Shares, (i) forward the voting instructions contained in the Voting Instruction Card to the Custodian and will instruct the Custodian to use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts Statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which a properly completed Voting Instruction Card has been received. In the case of a Voting Instruction Card received in respect of any holder Holder of American Depositary Shares who is not the Owner Holder of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked PeriodPeriod by such person. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear. As each American Depositary Share represents one-fifth of a Share as of the date of the Deposit Agreement, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine rights may be necessary exercised only in respect of five American Depositary Shares, or appropriate to comply with French or United States law or the statuts of the Companymultiples thereof.

Voting of Shares. Upon receipt of notice of any meeting of holders holders, or solicitation of consent or proxies from, of Shares or other Deposited Securities, unless instructed otherwise in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, in such form as approved by the Company, which shall contain (ia) a copy or summary such information as is contained in English of the such notice of such meeting sent meeting, or solicitation of consents or proxies, received by the Company to Depositary from the Depositary pursuant to Section 5.06Company, (iib) a statement that the Owners as of the close of business on a specified record date established by the Depositary pursuant to Section 4.06 of the Deposit Agreement will be entitled, subject to any applicable provisions of French South African law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement)and the Deposit Agreement and of the Memorandum and Articles of Associationof Incorporation of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Owner's their respective American Depositary Shares, and (iiic) copies or summaries a statement as to the manner in English which such instructions may be given, including, when applicable, an express indication that instructions may be given (or, if applicable, will be deemed given in accordance with the second paragraph of any materials or other documents provided Section 4.07 of the Deposit Agreement if no instruction is received) to the Depositary to give a discretionary proxy to a person designated by the Company for Company. Upon the purpose written (or deemed) request of enabling an Owner on such Owner to give instructions for the exercise of such voting rights and (iv) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and setting forth record date, received on or before the date established by the Depositary for the receipt of such Voting Instruction Card (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not Owners of the Receipts evidencing such American Depositary Shares on the books of the Depositary is that such holders arrange for deposit in a blocked account established for such purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' meeting) until the completion of such meeting (the "Blocked Period"). The Depositary will use its best efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card on or before the Receipt Datepurpose, the Depositary will either, in its discretion, (i) use reasonable effortsshall endeavor, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Companypracticable, to vote or cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote) the amount of Shares or other Deposited Securities the right to receive which is represented by such the American Depositary Shares evidenced by such Owner's Receipt in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Cardrequest. The Depositary will only voteshall not, and the Depositary shall ensure that each Custodian or cause to be votedany of its nominees shall not, vote or attempt to exercise the right to vote that attaches toto the Shares or other Deposited Securities, Shares represented other than in accordance with such instructions. If the Depositary does not receive instructions from an Owner on or before the date established by American the Depositary Shares for such purpose, such Owner shall be deemed, and the Depositary shall deem such Owner, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the underlying Shares, provided that no such discretionary proxy shall be deemed given with respect to any matter as to which the Company informs the Depositary in respect of which a Voting Instruction Card has been received. In writing at the case of a Voting Instruction Card received in respect time notice of any holder meeting or solicitation of American Depositary Shares who consents or proxies is not received by the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the Depositary will not vote or cause to be voted the number of Shares represented by such American Depositary Shares unless the Depositary has received verification that such number of American Depositary Shares has been deposited in a blocked account for the Blocked Period. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and Custodian to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to any resolutions to be submitted to the shareholders' meeting effect that have been left blank, vote in favor of such resolutions. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Companydoes not wish such proxy given.

Voting of Shares. Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company (but without prejudice to the right of Owners hereunder to receive information, copies of reports and notices made generally available by the Company to holders of its Shares and furnished by the Company to the Depositary for this purpose), the Depositary shall, as soon as practicable thereafter, mail to the Owners (ia) a copy or summary in English of the notice of such meeting sent by the Company to the Depositary pursuant to Section 5.065.6, (iib) a statement that the Owners as of the close of business on a record date established by the Depositary pursuant to Section 4.06 4.6 will be entitled, subject to any applicable provisions of French law, the statuts of the Company and the Deposited Securities (which provisions, if any, including any applicable provisions relating to double voting rights, will be summarized in pertinent part in such statement), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by such Owner's American Depositary Shares, (iiic) copies or summaries in English of any materials or other documents provided by the Company for the purpose of enabling such Owner to give instructions for the exercise of such voting rights and instructions, (ivd) a voting instruction card to be prepared by the Depositary and the Company (a "Voting Instruction Card") and (e) a statement as to the manner in which voting instructions may be given to the Depositary, and setting forth the date established by the Depositary for the receipt of such Voting Instruction Card instructions (the "Receipt Date"). Voting instructions may be given only in respect of a number of American Depositary Shares representing an integral number of Shares. In addition, a precondition for exercising any voting rights with respect to any holders of American Depositary Shares who are not the Owners of the Receipts evidencing such those American Depositary Shares on the books of the Depositary is that such those holders arrange for deposit in a blocked account established for such that purpose of the relevant number of American Depositary Shares for a period to commence on a date to be fixed by the Depositary after consultation with the Company (which date will not be more than five days prior to the date of the shareholders' ’ meeting) until the completion of such the meeting (the "“Blocked Period"”). The Depositary will shall use its best reasonable efforts to implement and maintain procedures to allow for blocking of American Depositary Shares as contemplated by the preceding sentence. Owners exercising voting rights shall instruct the Depositary not to transfer their Receipts, and the Depositary shall not transfer those Receipts during the Blocked Period. Upon receipt by the Depositary from an Owner of American Depositary Shares of a properly completed Voting Instruction Card from an Owner of a Receipt on or before the Receipt Date, the Depositary will either, in its discretion, (i) use reasonable effortsshall endeavor, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, Company to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such the American Depositary Shares evidenced by such Receipt in accordance with any non-discretionary instructions set forth in such Voting Instruction Card or (ii) forward such instructions to on the Custodian and the Custodian will use reasonable efforts, insofar as practical and permitted under any applicable provisions of French law and the statuts of the Company, to vote or cause to be voted the Shares represented by such American Depositary Shares in accordance with any non-discretionary instructions set forth in such Voting Instruction Card. The Depositary will only vote, or cause to be voted, shall not vote or attempt to exercise the right to vote that attaches to, to the Shares represented by American Depositary Shares or other Deposited Securities other than in respect of which a Voting Instruction Card has been receivedaccordance with such instructions. In the case of a Voting Instruction Card received in respect of any holder of American Depositary Shares who is not the Owner of the Receipt evidencing such American Depositary Shares on the books of the Depositary, the The Depositary will not knowingly take any action to impair its ability to vote or cause to be voted the number of Shares represented by such American Depositary Shares unless necessary to carry out the Depositary has received verification that such number instructions of American Depositary Shares has been deposited in a blocked account for the Blocked Periodall Owners. The Depositary (i) will not vote, or cause to be voted, or attempt to exercise the right to vote that attaches to, Shares represented by American Depositary Shares in respect of which the Voting Instruction Card is improperly completed or in respect of which (and to the extent) the voting instructions included in the Voting Instruction Card are illegible or unclear, and (ii) will, in the case where the Voting Instruction Card is properly completed except for voting instructions relating to . The Depositary will not charge any resolutions to be submitted fees to the shareholders' meeting that have been left blank, vote Owners in favor of such resolutionsconnection with the foregoing transactions to enable any Owner to exercise its voting rights under this Deposit Agreement. Notwithstanding anything in this Deposit Agreement to the contrary, the Depositary and the Company may may, upon notice to all Owners, modify, amend or adopt additional voting procedures from time to time as they determine may be necessary or appropriate to comply with French or United States law or the statuts of the Company.