Section 9: Sociétés anonymes à participation ouvrière.

I.-When a société anonyme à participation ouvrière falls into the situation referred to in

Article L. 225-248

, and its dissolution has not been declared, the Extraordinary General Meeting may decide, within the period set out in the second paragraph of the same article, to amend the company's Articles of Association resulting in the loss of the form of a société anonyme à participation ouvrière and, by the same token, the dissolution of the société coopérative de main-d'oeuvre, notwithstanding the provisions of the second paragraph of

Article L. 225-267

and any statutory provisions to the contrary.

However, the implementation of this decision is subject to the existence of a collective company agreement concluded with one or more representative employee trade union organisations within the meaning of article L. 132-2 of the Labour Code and providing for the dissolution of the société coopérative de main-d'oeuvre. The existence of a collective company agreement, including the same object and concluded under the same conditions, prior to the entry into force of the

law no. 94-679 of 8 August 1994

containing various economic and financial provisions, meets the provisions of this paragraph.

II.-If the société coopérative de main-d'oeuvre is dissolved pursuant to the provisions of I above, the participants and former participants referred to in the second paragraph of Article L. 225-269 are awarded compensation.

The amount of this compensation, determined by taking into account in particular the nature and particular scope of the rights attached to the labour shares, is set by the extraordinary general meeting of shareholders of the société anonyme, after consultation with the mandataries of the société coopérative de main-d'oeuvre and in the light of the report of an independent expert appointed in accordance with the procedures laid down by decree in the Conseil d'Etat.

III.-According to a decision by the extraordinary general meeting of shareholders of the société anonyme, the compensation may take the form of an allocation of shares for the exclusive benefit of the participants and former participants mentioned in the second paragraph of article

L. 225-269

.

These shares may be created by drawing on available premiums and reserves. Notwithstanding the provisions of

Article L. 225-206

, the société anonyme may also acquire its own shares in order to allocate them, within one year of their acquisition, to the participants and former participants mentioned in the second paragraph of Article L. 225-269.

The shares thus allocated may only be transferred on expiry of a period of three years from the date of dissolution of the société coopérative de main-d'oeuvre.

Notwithstanding the provisions of the previous paragraph, the extraordinary general meeting of shareholders of the société anonyme may decide to entrust the management of these shares to a fonds commun de placement d'entreprise, governed by the provisions of

l'article 21

de la loi n° 88-1201 du 23 décembre 1988 relative aux organismes de placement collectif en valeurs mobilières et portant création des fonds communs de créances, spécialement et exclusivement constitué à cet effet au plus tard le jour de l'attribution des actions. In this case, the units of the fund and the shares which constitute its assets may only be sold on expiry of the period referred to in the previous paragraph. The regulations of this fund are approved by means of a collective labour agreement.

IV.-For the application of the provisions of this article, the decisions taken by the general meeting of shareholders of the société anonyme are automatically binding on all shareholders and on all holders of bonds or securities giving immediate or future access to the capital.

V.-The compensation referred to in II is divided between those entitled, taking into account the length of their service with the company, seniority acquired in the workforce cooperative and their level of remuneration.

After dissolution of the workforce cooperative company, and within a period of six months after deliberation by the extraordinary general meeting of the shareholders of the public limited company fixing the amount and form of the compensation, this distribution is carried out in accordance with the decisions taken by the general meeting of the cooperative company on the proposal of its representatives. If no distribution is made within this six-month period, it is carried out by a liquidator appointed by the president of the commercial court of the jurisdiction of the company's registered office.

The provisions of the third paragraph of Article L. 225-269 are applicable in the case referred to in this V.

VI.-The compensation referred to in II or, where applicable, the value of the shares allocated in this respect do not have the status of salary components for the application of employment and social security legislation. They are not taken into account when calculating the basis of assessment for all taxes, duties and levies on salaries or income, subject to the provisions of

Article 94A

of the French General Tax Code.