Section 2: Provisions specific to partnerships limited by shares

I.-In companies whose shares are admitted to trading on a regulated market, the remuneration of the executive director(s) and the remuneration of the members of the supervisory board are determined in accordance with a remuneration policy. This policy is consistent with the company's corporate interests, contributes to its long-term survival and is in line with its business strategy. It describes all the components of fixed and variable remuneration and explains the decision-making process followed for its determination, review and implementation.

The elements of this policy applying to the Executive Chairmen are established by the active partners deliberating unanimously, unless otherwise stipulated in the Articles of Association. This decision is taken after consultation with the Supervisory Board and taking into account, where applicable, the principles and conditions set out in the Articles of Association. However, the Articles of Association may provide that these elements are established by the Supervisory Board.

The elements of this policy applying to members of the supervisory board are established by the supervisory board.

It is presented in a clear and comprehensible manner within the corporate governance report mentioned in the last paragraph of article L. 226-10-1.

The content and procedures for disclosing the remuneration policy are set by decree in the Conseil d'Etat.

II.-The remuneration policy for the managing partner(s) and the members of the supervisory board is the subject of a draft resolution submitted for approval to the ordinary general meeting and for the agreement of the general partners given, unless otherwise stipulated, unanimously, each year and at the time of each significant change in the remuneration policy.

Where the resolution is not approved and a remuneration policy has previously been approved under the conditions provided for in this article, the latter shall continue to apply and a draft resolution setting out a revised remuneration policy and indicating how the vote of the shareholders and general partners and, where applicable, the opinions expressed at the General Meeting have been taken into account, shall be submitted for the approval of the next Ordinary General Meeting and for the agreement of the general partners given, unless otherwise stipulated, unanimously.

In the absence of a remuneration policy previously approved under the conditions provided for in this article, if the General Meeting of shareholders and the general partners do not approve the draft resolution, the remuneration shall be determined in accordance with the remuneration awarded in respect of the previous financial year or, in the absence of remuneration awarded in respect of the previous financial year, in accordance with existing practices within the Company, and a draft resolution setting out a revised remuneration policy and indicating how the vote of the shareholders and general partners and, where applicable, the opinions expressed at the General Meeting have been taken into account shall be submitted for the approval of the next Ordinary General Meeting and for the agreement of the general partners given, unless otherwise stipulated, unanimously.

III.-No element of remuneration of any kind whatsoever may be determined, allocated or paid by the company, nor may any commitment corresponding to elements of remuneration, indemnities or benefits due or likely to be due by reason of the assumption, termination or change of their duties or subsequent to the exercise thereof be entered into by the company, if it is not in accordance with the approved remuneration policy or, in its absence, with the remuneration or practices referred to in the last paragraph of II.

However, the general partners, in the case of the Executive Chairman(s), or the Supervisory Board, in the case of the members of the Supervisory Board, may derogate from the application of the remuneration policy if such derogation is temporary, subject to the occurrence of exceptional circumstances, in accordance with the company's interest and necessary to ensure the company's continuity or viability.

Any payment, allocation or commitment made or entered into in disregard of the provisions of this III shall be null and void to that extent.

IV.-The items or commitments mentioned in the first paragraph of III are determined, allocated, or made by deliberation of the Supervisory Board.