Paragraph 1: Stock options.

The Extraordinary General Meeting, acting on the report of the Board of Directors or the Management Board, as the case may be, and on the special report of the Statutory Auditors, if any, may authorise the Board of Directors or the Management Board to grant options giving entitlement to subscribe for shares to some or all of the company's employees. The Extraordinary General Meeting sets the period during which this authorisation may be used by the Board of Directors or the Management Board, which may not exceed thirty-eight months. However, authorisations granted prior to the date of publication of loi n° 2001-420 du 15 mai 2001 relative aux nouvelles régulations économiques shall remain valid until their expiry.

The Board of Directors or the Management Board shall set the conditions under which the options are granted. These conditions may include clauses prohibiting the immediate resale of all or part of the shares without the period imposed for holding the securities exceeding three years from the exercise of the option.

Options may be granted or exercised even if the share capital has not been fully paid up.

The subscription price is set on the day the option is granted, by the Board of Directors or the Management Board in accordance with the procedures determined by the Extraordinary General Meeting on the basis of the report of the company's statutory auditors or, if none has been appointed, of a statutory auditor appointed for this purpose in accordance with the procedures set out in Articles L. 225-228 or L. 22-10-6. If the company's shares are not admitted to trading on a regulated market, the subscription price is determined in accordance with objective methods used for valuing shares, taking into account the company's net worth, profitability and business prospects, with an appropriate weighting in each case. Where appropriate, these criteria are assessed on a consolidated basis or, failing that, by taking into account the financial information of significant subsidiaries. Failing this, the subscription price is determined by dividing the amount of the revalued net assets, calculated on the basis of the most recent balance sheet, by the number of existing shares. If the company's shares are admitted to trading on a regulated market the subscription price may not be less than 80% of the average of the prices quoted over the twenty trading sessions preceding that day, with no option being granted less than twenty trading sessions after the shares have been stripped of a coupon giving entitlement to a dividend or a capital increase.

Options giving the right to subscribe for securities that are not admitted to trading on a regulated market may only be granted to employees of the company granting these options or to employees of the companies mentioned in 1° of Article L. 225-180.