Annexes I

STATUTES TYPES OF MIXED ENTERPRISE SPORTS AND LOCAL SOCIETIES

TITRE I : FORM, PURPOSE, NAME, REGISTERED OFFICE AND DURATION OF THE COMPANY

Article 1

A public limited company (société anonyme) governed by these Articles of Association and by the laws and regulations relating to public limited companies, local semi-public companies and the organisation and promotion of physical and sporting activities is formed between the owners of the shares hereinafter created and those which may be created subsequently.

Article 2

The purpose of the company is (1).

Article 3

The company name is

In all deeds and documents issued by the company and intended for third parties, the name must always be preceded or followed by the words "société anonyme d'économie mixte sportive", a statement of the amount of the share capital and the statements referred to in 1° and 2° of Article R. 123-237 of the French Commercial Code.

Article 4

The registered office is set at

Article 5

The duration of the company is set at.... from the date of registration in the Trade and Companies Register, unless dissolved early or extended by the Extraordinary General Meeting.

TREATMENT II: SHARE CAPITAL, SHARES

Article 6

The share capital is set at... euros. It is divided into shares of... euros (2).

The value of contributions in kind shall be assessed by the contribution auditor(s). In the case of real estate, this assessment is made after obtaining the opinion of the tax authorities.

The capital may be increased or reduced by resolution of the Extraordinary General Meeting.

Article 7

The majority of the share capital is held by (3).

Article 8

In the event of late payments due on shares not fully paid up at subscription, interest shall be payable to the Company at the discount rate applied by the Banque de France calculated on a day-by-day basis from the day on which payment is due and this without prior formal notice.

This penalty is only applicable to shareholder local authorities if they have not taken, at the first meeting or session of their assembly following the call for funds, a resolution deciding to make the requested payment and setting the financial resources intended to meet it; late interest will be deducted from the last day of the session or the day of the meeting of the deliberative assembly.

Article 9

A shareholder who has not paid up the amount of his subscriptions at the times set by the Board of Directors shall be subject to the provisions of Articles L. 228-27 to L. 228-29 of the Commercial Code, unless the defaulting shareholder is a local authority.

Article 10

All payments are evidenced by a registered receipt. The shares are registered; they are indivisible with regard to the company, which recognises only one owner for each of them.

Article 11

The rights and obligations attached to the shares follow the securities regardless of who owns them.

Article 12

Possession of a share entails, by operation of law, adherence to these Articles of Association and to the decisions of the General Meetings.

Article 13

The transfer for consideration of shares not owned by local authorities or their groupings is subject to approval...... (4) under the conditions provided for by the French Commercial Code and, in particular, by Article L. 228-23 thereof. The same rules apply, in the event of a capital increase, to the transfer of preferential subscription rights.

TITRE III: ADMINISTRATION

Article 14

The société d'économie mixte sportive locale is administered... (5).

The provisions of Articles 15 to 22 relating to the administration of the company must be read in Option A for companies run by a board of directors and in Option B for those with a management board and a supervisory board.

Option A

Article 15

The Board of Directors is composed of... members, the seats are distributed between the representatives of the sports group, those of the local authorities and those of the other shareholders in such a way that the representatives of the sports group and the local authorities together hold the majority of the votes on the board.

The representatives of the local authorities are appointed in accordance with the conditions set out in article L. 1524-5 of the Code général des collectivités territoriales. The civil liability associated with the exercise of their mandate is incurred under the conditions provided for in the same article.

The other directors are elected by the General Meeting. The civil liability of legal entities under private law holding a directorship is incurred under the conditions provided for in Article L. 225-20 of the French Commercial Code.

In accordance with Article L. 225-25 of the same code, directors other than those representing a local authority or group of local authorities must provide evidence, throughout their term of office, of ownership of at least... shares (6) allocated to guarantee all acts of their management.

Option B

Article 15 bis

The number of members of the Management Board is set at (7).

The members of the Management Board shall be natural persons, whether or not they are shareholders in the company. They are appointed for four years by the Supervisory Board; their term of office is renewable. They may be dismissed by the General Meeting on the recommendation of the Supervisory Board.

The Supervisory Board appoints the Chairman of the Management Board (8).

Option A

Article 16

The term of office of the representatives of the local authorities or their groupings expires under the conditions set out in Articles R. 1524-3 and R. 1524-4 of the General Local Authorities Code.

The term of office for other directors is ...... years. The Board of Directors is renewed by...... (9) every year.

A director elected by the General Meeting to replace a director whose seat has become vacant remains in office only for the remainder of his predecessor's term.

Option B

Article 16 bis

The Management Board shall meet...... (10) and as often as the interests of the company require. It shall be convened by its Chairman...... days at least before the date scheduled for the meeting.

Members of the Management Board may not be represented.

The Executive Board may only validly deliberate if at least half of its members are present. Decisions are taken by majority vote. In the event of a tie, the Chairman has the casting vote.

Option A

Article 17

The Board of Directors appoints, from among its members, a Chairman and, if it deems it useful, one or more Vice-Chairmen. The Chairman and Vice-Chairmen shall be elected for the duration of their term of office as directors.

Option B

Article 17 bis

Subject to the powers granted by law to shareholders' meetings and the Supervisory Board, the Management Board is vested with the broadest powers to act on behalf of the company within the limits of the corporate purpose. However, sureties, endorsements and guarantees may only be granted by the Management Board after authorisation by the Supervisory Board.

Option A

Article 18

The Board of Directors meets when convened by its Chairman or, if he is unable to attend, by a Vice-Chairman. The meeting shall be held at the registered office, unless the notice of meeting specifies another venue.

The agenda shall be sent to each director at least five days before the meeting.

A director may give a proxy to one of his colleagues to represent him at a Board meeting. However:

1°A director may only represent one of his colleagues;

2°Representatives of local authorities or their groupings may only give proxy to representatives of these authorities and groupings.

The Board of Directors may only validly deliberate if at least half of its members, including at least half of the representatives of the local authorities or their groupings, are present.

Decisions are taken by a majority of the votes of the members present or represented. In the event of a tie, the Chairman of the meeting has the casting vote. They are forwarded, together with a presentation report, to the State representative in the department in accordance with the conditions and deadlines set out in the General Local Authorities Code, and in particular Article L. 1524-1 thereof.

Option B

Article 18 bis

The Management Board presents a report to the Supervisory Board at least once every quarter.

Within three months of the end of each financial year, the Management Board shall approve the company's balance sheet and financial statements. Within the same period, it shall provide the Supervisory Board with the operating account and profit and loss account, including the balance sheet, together with the notes thereto.

The Management Board also communicates to the Supervisory Board the report that it presents to the General Meeting called to approve the financial statements for the past financial year.

Option A

Article 19

Subject to the powers granted by law to shareholders' meetings and within the limits of the corporate purpose, the Board of Directors is vested with the broadest powers to act in all circumstances on behalf of the company.

Option B

Article 19 bis

The Supervisory Board shall consist of...... members. Seats are allocated between the representatives of the sports group, those of the local authorities and those of the other shareholders in such a way that the representatives of the sports group and the local authorities together hold the majority of votes on the board.

Option A

Article 20

The Chairman of the Board of Directors is responsible for the general management of the company. He represents the company in its dealings with third parties.

On the proposal of the Chairman, the Board of Directors may appoint a Chief Executive Officer chosen either from among the directors or from outside the Board. The Board may delegate some of its powers to the Chairman and, with the Chairman's agreement, to the Chief Executive Officer.

Option B

Article 20 bis

The representatives of local and regional authorities on the Supervisory Board are appointed in accordance with the conditions set out in Article L. 1524-5 of the General Local and Regional Authorities Code. Their term of office expires under the conditions provided for in articles R. 1524-3 and R. 1524-4 of the same code.

The other members of the Supervisory Board are elected for four years by the General Meeting. If the seat of a member of the Supervisory Board elected by the General Meeting becomes vacant before the expiry of the term of office of the person who occupied it, the Board may provisionally complete itself until the date of the next General Meeting.

Option A

Article 21

Deeds that bind the company and those authorised by the Board of Directors, mandates, withdrawals of funds, subscriptions, endorsements or acquisitions of commercial paper, as well as requests to open bank or post office cheque accounts, are signed by the Chairman or the Chief Executive Officer or, failing this, by persons who have received a special mandate from the Chairman or, if he has been delegated for this purpose, by the Chief Executive Officer.

Option B

Article 21 bis

The Supervisory Board exercises permanent control over the management of the Management Board. It may, at any time of the year, carry out the verifications and controls it deems appropriate and, in addition to the documents that the Executive Board is required to submit to it pursuant to Article 18, obtain any documents it deems useful for the performance of its duties.

Article 22

Each year, the Supervisory Board presents its observations on the Management Board's report and on the financial statements for the year to the Ordinary General Meeting. These observations are forwarded to the representative of the State in the département in accordance with the conditions and deadlines set out in the Code général des collectivités territoriales, and in particular Article L. 1524-1 thereof.

TRETREAT IV: GENERAL MEETINGS

Article 23

General meetings shall be composed of all shareholders, regardless of the number of shares they own, provided that the shares are paid up to the extent of the payments due.

Corporate bodies governed by public or private law shall be represented at General Meetings by a delegate who has been given authority to do so.

Article 24

The General Meeting is convened by... (11), by registered letter sent to each shareholder at least fifteen days before the date of the meeting.

The meeting is called as of right when it is requested either by one or more shareholders holding at least one tenth of the capital, or by the shareholding local authority or one of the shareholding local authorities. If this request is not complied with, the interested parties may ask the President of the Commercial Court ruling in summary proceedings to appoint an agent to convene the meeting.

Article 25

The General Meeting is chaired by... (12). If the Chairman is absent or unable to attend, it shall be chaired by a... (13) appointed in advance. If the Chairman is absent or unable to act, the General Meeting shall elect its own Chairman from among the... (14).

Article 26

An Ordinary General Meeting may only validly deliberate if, on the one hand, the shareholders present or represented hold more than 50% of the share capital and if, on the other hand, the shareholder local authority or authorities are represented. If these conditions are not met, the meeting is reconvened; it may then deliberate without a quorum requirement.

Article 27

An Extraordinary General Meeting may only validly deliberate if, on the one hand, the shareholders present or represented hold more than 60% of the share capital and if, on the other hand, the shareholder public authority or authorities are represented. If these conditions are not met, the meeting is reconvened.

TRETREAT V: FINANCIAL PROVISIONS

Article 28

The financial year shall last for twelve months. It shall begin on . By way of exception, the first financial year shall include the time elapsed from the incorporation of the company until...

Article 29

The company's accounts are kept in accordance with the general chart of accounts.

Article 30

After allocation to the legal reserve in accordance with the provisions of Article L. 232-10 of the Commercial Code, profits are allocated in full to the formation of reserves.

Article 31

The Ordinary General Meeting appoints at least one statutory auditor to carry out the assignment entrusted to it by law.

The reports of the statutory auditor(s) shall, within fifteen days of their adoption, be communicated to the State representative in the department where the company has its registered office.

TRETREAT VI: FINAL PROVISIONS

Article 32

At the expiry of the company's term or in the event of early dissolution, the General Meeting shall, on the proposal of the. (15), the method of liquidation of the company. It shall appoint a liquidator, whose powers it shall determine.

The appointment of a liquidator terminates the powers of the bodies statutorily responsible for administering the company.

The liquidation surplus may only be paid to the sports federation to which the sports group that formed the company is affiliated.

Article 33

All disputes which may arise during the term of the company or in the course of its liquidation, either between the shareholders themselves, concerning company affairs, or between the shareholders and the company, shall be subject to the jurisdiction of the competent courts of the registered office. To this end, any shareholder is required, in the event of a dispute, to elect domicile within the jurisdiction of the court of the company's registered office.

(1) Specify the purpose of the company: to manage and organise sporting activities giving rise to the organisation of paying events and the payment of remuneration; specify, where applicable, the sports practised, the territorial scope of the company's activities, etc. Possibly specify that the company may carry out any actions in relation to its object, and in particular training actions for the benefit of sportsmen and women.

(2) The nominal value of the share must be between €15 and €76.

(3) The majority of the share capital must be held either by the sports group alone, or jointly by that group and the local authority or authorities or their groupings.

(4) By the board of directors or the management board, depending on the option made in Article 14.

(5) By a board of directors (option A) or by a management board and a supervisory board (option B).

(6) One share is sufficient to satisfy the requirements of Article L. 225-25 of the French Commercial Code.

(7) This number is between two and five. However, where the share capital is less than 91,469 euros, the duties of the Management Board may be performed by a single person, who shall take the title of Chief Executive Officer.

(8) The third paragraph of Article 15 and Article 16 are not applicable in the case of a single managing director.

(9) Provide for annual renewal arrangements such that the renewal of the board is complete and as regular as possible over a period equal to the term of office. The first annual renewals shall be made after drawing lots for the seats whose incumbents are to be renewed.

(10) Indicate the frequency of meetings.

(11) The board of directors (option A) or the management board (option B).

(12) The chairman of the board of directors (option A) or the chairman of the supervisory board (option B).

(13) A director (option A) or a member of the supervisory board (option B).

(14) Directors (option A) or supervisory board members (option B).

(15) Of the board of directors (option A) or the supervisory board (option B).