SECTION 1 -

Dividends paid to individuals who do not reside in France for tax purposes are subject to a
withholding tax (see section 7.2.1.10 of this prospectus).
New shares will grant rights to the distribution of dividends and will be entirely fungible with
existing shares. They will entitle their holders to any distributions of dividends, interim dividends,
reserves or similar amounts.
Voting rights
The voting rights attached to the shares are proportional to the percentage of the share
capital that such shares represent. At par, each share grants the right to one vote.
However, Article 24 of the Company’s by‐laws provides that, in certain circumstances, a
double voting right may be conferred upon certain shares based on the proportion of share capital
they represent.
Accordingly, a double voting right is attached to all fully paid‐up shares that have been held
in a registered share account in the name of a single shareholder for at least two years.
In addition, in the event of a capital increase through capitalization of reserves, profits or
issuance premiums, double voting rights attach to shares distributed in respect of shares that carry
double voting rights immediately upon issuance.
Registered shares converted into bearer shares or sold to a different holder lose their double
voting rights. However, transfers through inheritance, liquidation of marital assets, inter vivos
transfers to a spouse or relative, whether parent or descendent, do not cause double voting rights to
be lost or disrupt the two‐year qualifying period. Mergers of the Company have no impact on double
voting rights, which may be exercised in the absorbing company if its by‐laws so provide.
Article 24 of the Company’s by‐laws provides that when shares are held by beneficial and
non‐beneficial owners, voting rights in ordinary and extraordinary shareholders’ meetings are
exercised only by beneficial owners, although non‐beneficial owners retain the right to vote in person
when a unanimous shareholder vote is required by law.
Preferential subscription rights
Under current French law, any capital increase through an issuance of shares for cash gives
shareholders a preferential right to subscribe for the new shares in proportion to their existing
interest.
A shareholders’ meeting that authorizes a capital increase may separate the preferential
subscription right for the entire capital increase or any number of its tranches, and may establish a
priority subscription period for existing shareholders. When shares are issued through a public offer
or through a private placement under part II of Article L. 411‐2 of the Monetary and Financial Code
(Code monétaire et financier), without any preferential subscription rights and within the annual limit
of 20% of share capital, the issue price must be determined in accordance with Article L. 225‐136 of
the French Commercial Code (Code de commerce).
Furthermore, a shareholders’ meeting that approves a capital increase may reserve it for
designated and named individuals, or for a specific category of persons who meet certain criteria
pursuant to Article L. 225‐138 of the French Commercial Code (Code de commerce).
A shareholders’ meeting that approves a capital increase may also reserve it for shareholders
of another company with which the Company seeks to conduct an exchange offer pursuant to Article
L. 225‐148 of the French Commercial Code (Code de commerce). When a capital increase is
subscribed by way of contributions in kind for the benefit of the contributors, it is subject to a
different procedure under Article L. 225‐147 of the French Commercial Code (Code de commerce).
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