Subsection 2: The Management Board and the Supervisory Board.

In companies which, at the close of two consecutive financial years, employ at least one thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France, or at least five thousand permanent employees in the company and its direct or indirect subsidiaries whose registered office is located in France and abroad, where the report presented by the management board at the general meeting pursuant to article L. 225-102 states that shares held by the company's employees and by employees of companies affiliated to it within the meaning of article L. 225-180 represent more than 3% of the company's share capital, one or more members of the supervisory board are elected by the general meeting of shareholders on the recommendation of the shareholders referred to in article L. 225-102. The shareholders vote in accordance with the conditions laid down in the Articles of Association. These members are elected from among the employee shareholders or, where applicable, from among the employee members of the Supervisory Board of a company investment fund holding shares in the company. These members are not taken into account when determining the minimum and maximum number of members of the supervisory board provided for in Article L. 225-69, nor for the application of the first paragraph of article L. 225-69-1. The term of their office is determined by application of Article L. 225-18. However, their term of office ends when their employment contract expires or is terminated for any reason whatsoever.

If the Extraordinary General Meeting has not been convened within eighteen months of the presentation of the report, any employee shareholder may ask the President of the Court ruling in summary proceedings to enjoin the Management Board, subject to a fine, to convene an Extraordinary General Meeting and to submit to it the draft resolutions aimed at amending the Articles of Association as provided for in the first and last paragraphs of this article.

When the request is granted, the penalty payment and the costs of the proceedings shall be borne by the members of the Management Board.

When the Extraordinary General Meeting is convened pursuant to the first paragraph, it shall also vote on a draft resolution providing for the election of one or more members of the Supervisory Board by the employees of the company and of the direct or indirect subsidiaries whose registered office is in France. Where applicable, these representatives are appointed under the conditions provided for in Article L. 225-79.

The members of the Supervisory Board referred to in the first paragraph of this article shall, at their request, receive training appropriate to the performance of their duties, at the company's expense, under conditions defined by decree of the Conseil d'Etat. The duration of this training time may not be less than forty hours per year.

Supervisory Board Members