Paragraph 3: Provisions common to mutual insurance companies with a board of directors and general management and with a supervisory board and management board

I.-The company's Articles of Association determine the rules governing the convening and deliberations of the Board of Directors or the Supervisory Board.

1° If the Board of Directors has not met for more than two months, at least one third of the members of the Board may ask the Chairman to convene a meeting to discuss a specific agenda. The Chief Executive Officer may also ask the Chairman to convene the Board of Directors on a specific agenda.

The Chairman is bound by requests made to him under the two preceding paragraphs.

2° The Chairman of the Supervisory Board must convene a meeting of the Board on a date no later than fifteen days after a reasoned request to do so has been made by at least one member of the Management Board or at least one third of the members of the Supervisory Board.

If the request is not acted upon, the authors of the request may convene the meeting themselves, indicating the agenda for the meeting.

II - The Board of Directors or the Supervisory Board may only validly deliberate if at least half of its members are present. Any clause to the contrary is deemed unwritten.

Unless otherwise stipulated in the Articles of Association, members who take part in the meeting by videoconference or telecommunication are deemed to be present. Such video-conferencing or telecommunication means must meet technical characteristics enabling members to be identified and guaranteeing their effective participation in the meeting of the Board of Directors or the Supervisory Board, the proceedings of which are broadcast continuously. These means transmit at least the sound of the voice of the participants and meet the technical characteristics enabling the continuous and simultaneous retransmission of the deliberations.

Unless the Articles of Association provide for a greater majority, decisions are taken by a majority of the members of the Board of Directors or the Supervisory Board.

The Articles of Association may provide that decisions falling within the specific remit of the Board of Directors or the Supervisory Board relating to provisional appointments, authorisations to grant sureties, endorsements and guarantees, amendments to the Articles of Association to bring them into line with legal and regulatory provisions and the convening of General Meetings, as well as decisions to transfer the registered office to the same or an adjacent département, may be taken by written consultation of the directors.

Unless otherwise provided in the Articles of Association, the Chairman of the meeting has the casting vote in the event of a tie.

The directors or members of the Supervisory Board, as well as any person called upon to attend meetings of the Board of Directors or the Supervisory Board, are bound by discretion with regard to information of a confidential nature and given as such by the Chairman of the Board of Directors or the Chairman of the Supervisory Board.

III - An attendance register is kept which is signed by the directors or members of the Supervisory Board attending the meeting of the Board of Directors or the Supervisory Board and which lists the names of those present.

Unless otherwise stipulated in the Articles of Association, a director may authorise another director in writing to represent him at a meeting of the Board of Directors.

Each director may hold only one of the proxies received in application of the preceding paragraph at any one meeting.

The deliberations of the Board of Directors or the Supervisory Board are recorded in minutes drawn up in a special register kept at the registered office and marked and initialled either by a court judge or by the mayor of the municipality in which the registered office is located or by a deputy mayor, in the ordinary way and free of charge.

However, the minutes may be drawn up on continuously numbered loose-leaf pages, initialled in accordance with the conditions set out in the previous paragraph and bearing the seal of the initialling authority. As soon as a sheet has been completed, even partially, it must be attached to those previously used. Any addition, deletion, substitution or reversal of sheets is prohibited.

The special register may be kept and the minutes drawn up in electronic form. In this case, the minutes are signed by means of an electronic signature under the conditions provided for in article 1367 of the French Civil Code. The minutes are dated electronically using a time-stamping system that provides full guarantees of proof.

IV - The minutes of the meeting shall indicate the names of the directors or members of the Supervisory Board present or deemed to be present within the meaning of II, excused or absent. They shall record the presence or absence of persons summoned to the meeting of the Board of Directors or the Supervisory Board by virtue of a legal provision and the presence of any other person who attended all or part of the meeting. The minutes shall also mention any technical incident relating to a videoconference or the use of telecommunications equipment, where such incident disrupted the meeting.

The minutes are signed by the Chairman of the meeting and at least one director or Supervisory Board member. If the Chairman of the meeting is unable to attend, they shall be signed by at least two directors or Supervisory Board members.

The attendance register may be kept in electronic form. In this case, the register is signed by means of an electronic signature in accordance with the conditions set out in article 1367 of the French Civil Code. The register shall be dated electronically by a time-stamping method offering every guarantee of proof.

V.- Copies or extracts of the minutes of the deliberations are validly certified by the Chairman of the Board of Directors or the Supervisory Board, the Managing Director, the Deputy Managing Directors or a member of the Management Board, the Managing Director temporarily acting as Chairman or a proxy authorised for this purpose.

During the liquidation of the company, these copies or extracts are validly certified by a single liquidator.

Certification may be made by means of an electronic signature under the conditions set out in article 1367 of the French Civil Code.

VI - Sufficient proof of the number of directors or Supervisory Board members in office and of their presence at a meeting is provided by the production of a copy or extract of the minutes.