Paragraph 4: Subscription, purchase or pledging by companies of their own shares

The general meeting of a company whose shares are admitted to trading on a regulated market or a multilateral trading facility subject to the provisions of II of Article L. 433-3 of the Monetary and Financial Code under the conditions set out in the general regulations of the Autorité des marchés financiers, included on a list drawn up by this authority under the conditions set out in its general regulations, may authorise the Board of Directors or the Management Board, as the case may be, to purchase a number of shares representing up to 10% of the company's share capital. The General Meeting defines the purposes and terms of the transaction, as well as the maximum limit. This authorisation may not be given for a period of more than eighteen months. The Works Council is informed of the resolution adopted by the General Meeting.

When shares are bought back to promote liquidity under the conditions defined by the general regulations of the Autorité des marchés financiers, the number of shares taken into account for the calculation of the 10% limit provided for in the first paragraph corresponds to the number of shares purchased, less the number of shares resold during the term of the authorisation.

The Board of Directors may delegate to the Chief Executive Officer or, in agreement with the Chief Executive Officer, to one or more Deputy Chief Executive Officers, the powers necessary to carry out the transaction referred to in the first paragraph. The Management Board may delegate to its Chairman or, with his agreement, to one or more of its members, the powers necessary to carry out the transaction. The persons appointed shall report to the Board of Directors or the Management Board on the use made of this power under the conditions laid down by the latter.

These shares may be acquired, sold or transferred by any means. These shares may be cancelled up to a limit of 10% of the Company's share capital per twenty-four month period.

Companies that allow employees to share in the fruits of the company's expansion through the allocation of their own shares, those that allocate their shares under the conditions provided for in articles L. 225-197-1 to L. 225-197-3 and L. 22-10-59 of this code and those intending to grant employee stock options may use all or part of the shares acquired under the conditions set out above for this purpose. They may also offer to purchase their own shares under the conditions set out in articles L. 3332-1 et seq. of the Labour Code.

The number of shares acquired by the company with a view to their retention and subsequent remittance in payment or exchange in connection with a merger, demerger or contribution may not exceed 5% of its share capital. These provisions apply to buyback programmes submitted for approval at General Meetings held on or after 1 January 2006.

In the event of cancellation of the shares purchased, the capital reduction shall be authorised or decided by the Extraordinary General Meeting, which may delegate to the Board of Directors or the Management Board, as the case may be, all powers to carry it out. A special report drawn up by the statutory auditors on the proposed transaction shall be communicated to the company's shareholders within a period set by decree in the Conseil d'Etat.