LIMITATIONS AFFECTING SHAREHOLDERS OF A FRENCH COMPANY
Ownership of ADSs or Shares by Non-French Residents
Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares. However, non-French residents must file a declaration for
statistical purposes with the Bank of France (Banque de France) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. In particular, such filings are required in connection
with investments exceeding 15,000,000 that lead to the acquisition of at least 10% of our share capital or voting rights or cross such 10% threshold. Violation of this filing requirement may be sanctioned by five years of imprisonment and a
fine of up to twice the amount of the relevant investment. This amount may be increased fivefold if the violation is made by a legal entity, French residents or non-French shareholders to own and vote shares.
Further, any investment:
(i) by (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned
persons or entities;
(ii) that will result in the relevant investor (a) acquiring control of an entity registered in France, (b) acquiring all
or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25%
threshold of voting rights in an entity registered in France; and
(iii) developing activities in certain strategic industries related to
(a) activity likely to prejudice national defense interests, participating in the exercise of official authority or are likely to prejudice public policy and public security (including weapons, double-use
items, IT systems, cryptology, date capturing devices, gambling, toxic agents or storage of data), (b) activities relating to essential infrastructure, goods or services (including energy, water, transportation, space, telecom, public health, farm
products or media), and (c) research and development activity related to critical technologies (including cybersecurity, artificial intelligence, robotics, additive manufacturing, semiconductors, quantum technologies, energy storage or
biotechnology) or dual-use items, is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.
In the context of the COVID-19 pandemic, the Decree (décret) No. 2020 892 dated July 22, 2020,
as amended on December 28, 2020 by the Decree No. 2020-1729, on December 22, 2021 by the Decree No. 2021-1758 and on December 23, 2022 by the Decree No. 2022-1622, has temporarily lowered to 10% the threshold of the
voting rights for the non-European investments, until December 31, 2023, made (i) in an entity with its registered office in France and (ii) whose shares are admitted to trading on a regulated
market, in addition to the 25% above-mentioned threshold. A fast-track procedure shall apply for any non-European investor exceeding this 10% threshold who will have to notify the Minister of Economy who will
then have 10 days to decide whether or not the transaction should be subject to further examination.
In the absence of such authorization, the relevant
investment shall be deemed null and void. The relevant investor may be found criminally liable and may be sanctioned with a fine not to exceed the greater of the following amounts: (i) twice the amount of the relevant investment, (ii) 10% of
the annual turnover before tax of the target company or (iii) 5 million (for a company) or 1 million (for a natural person).
Foreign Exchange Controls
Under current French foreign
exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers
of funds made by a French resident to a non-resident such as dividend payments be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited
intermediaries.
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