BIBLIOGRAFIA

The Company’s bylaws were prepared in accordance with the laws and regulations applicable to French limited liability corporations (sociétés anonymes) with boards of directors. The principal provisions described below have been taken from the Company’s bylaws that the Company expects to adopt with effect as from the listing of the Company’s shares on Euronext Paris.

21.2.1 Corporate Purpose (Article 2 of the Bylaws) Pursuant to Article 2 of its bylaws, the Company’s purpose is:

- the development of software, patents, intellectual or industrial property rights or any other technological solution;

- the resale and maintenance of computer hardware;

- the development and publishing of Internet web sites;

- the sale of advertising space on all existing or future media;

- the acquisition, the management of securities and of all corporate rights;

- the acquisition of all kind of interests and holdings by any means in any company or existing business or to be created;

- the technical, commercial, administrative, financial management, in France or abroad, of any company or business; the studies and implementation of any financial, industrial or commercial operations; the acquisition, management, development and exploitation of any industrial property rights as well as of all processes; and

- more generally, all financial, commercial, industrial, real estate or securities operations that may be related, directly or indirectly, to the above purposes or to any similar or related purposes, such as to facilitate its expansion or development.

21.2.2 Fiscal Year (Article 36 of the Bylaws)

The Company has a fiscal year of twelve months, beginning on January 1 and ending on December 31 of each year.

21.2.3 Board of Directors and Senior Management

21.2.3.1 Members of the Board of Directors (Articles 13, 14 and 15 of the Bylaws)

The Company is governed by a Board of Directors composed of at least 3 members and at most 18 members elected by the ordinary shareholders’ meeting. The Board of Directors is renewed every fouryears on a rolling basis, such that half of the members are renewed every two years. Directors are appointed for a two-year term. Within twelve months after being nominated and for the duration of the term of office, each member of the Board of Directors (other than directors representing employee shareholders) must hold at least 300shares of the

Company.

21.2.3.2 Chairman (Articles 19 and 21 of the Bylaws)

The Board of Directors elects a Chairman from among the members who are natural persons.

The Chairman represents the Board of Directors. He organizes and manages its work, and reports on such work to the general shareholders’ meeting. He oversees the proper functioning of the Company’s governing bodies and ensures, in particular, that the directors are able to carry out their duties.

21.2.3.3 Chief Executive Officer (Article 23 of the Bylaws)

At the option of the Board of Directors, the Company may be managed either by the Chairman or by a person appointed by the Board of Directors and given the title of Chief Executive Officer (CEO). The CEO is granted the broadest powers to act in all circumstances in the Company’s name. He exercises these powers within the limits of the Company’s purpose and subject to the powers that the law and the bylaws grant expressly to the shareholders’ meeting or the Board of Directors. The CEO represents the Company in its relations with third parties.

21.2.3.4 Convening and Holding of Board of Directors’ Meetings (Article 18 of the Bylaws)

The Board of Directors meets as often as necessary in the Company’s interest, but at least every three months. The Chairman convenes these meetings. If the Board of Directors has not met in more than two months, at least one-third of its members may request that the Chairman convene it to discuss a particular agenda. The CEO may also request that the Chairman convene the Board of Directors to discuss a particular agenda. Decisions are taken by a majority of members present or represented. In the event of a tie, the vote of the meeting’s chairman prevails.

21.2.3.5 Powers of the Board of Directors (Article 17 of the Bylaws)

The Board of Directors determines the direction of the Company’s business and ensures its implementation. Subject to the powers expressly granted to the shareholders’ meeting, and within the limits of the Company’s purpose, the Board of Directors decides any question concerning the proper functioning of the Company and, through its decisions, settles matters concerning it.

The Board of Directors determines the limits to the CEO’s authority, as the case may be, pursuant to its rules of procedure, by establishing the transactions for which Board authorization is required.

21.2.3.6 Related-Party Agreements (Article 25 of the Bylaws)

Any agreement entered into either directly or through an intermediary party between the Company and its CEO, any deputy managing director, any director, any shareholder holding more than 10% of the Company’s voting rights or, in the case of shares held by a company, its controlling company within the meaning of Article L. 233-3 of the French Commercial Code is subject to the procedure provided for in Articles L. 225-38 to L. 225-43 of the French Commercial Code.

21.2.3.7 Compensation of Directors (Article 20 of the Bylaws)

Members of the Board of Directors may receive directors’ fees, the aggregate amount of which is set by the shareholders’ meeting and allocated freely by the Board of Directors among its members. The Board of Directors may grant a larger portion to those directors serving on committees.

21.2.4 Rights, Privileges and Restrictions Attached to Shares 21.2.4.1 Voting Rights

Each share gives the right to one vote.

By derogation to Article L. 225-123 paragraph 3 of the French Commercial Code, the bylaws do not grant double voting rights to the shares of the Company.

21.2.4.2 Limitation on Voting Rights

The Bylaws do not contain any provisions restricting the voting rights attached to the shares.

21.2.4.3 Preferential Subscription Rights

The Company’s shares have a preferential right to subscribe for capital increases in accordance with the French Commercial Code.

21.2.4.4 Participation in General Shareholders’ Meetings (Article 28 of the Bylaws) Every shareholder has the right to attend general shareholders’ meetings and to participate in its votes, either personally or by proxy. Every shareholder may be represented by his spouse, by another shareholder, or by his partner under a civil solidarity pact. Moreover, a shareholder may be represented by any other natural person or legal entity of his choice. The representative must show proof of his appointment.

Each shareholder’s right to participate in general shareholders’ meetings is subject to his shares being registered in his name or in the name of the intermediary registered on his behalf on the third day preceding the shareholders’ meeting at 12am (Paris time), either in the registered-share account kept by the Company or in a bearer-share account kept by an approved intermediary. An owner of bearer shares may participate in the general shareholders’ meeting only if the approved intermediary holding his account provides a certificate of ownership (“attestation de participation”).

Upon decision of the Company’s Board of Directors, shareholders may participate in general meetings by videoconference or other means of telecommunication, including the Internet, in particular through an electronic voting form available on the Company’s website.

21.2.4.5 Identifiable Bearer Shares (Article 9 of the Bylaws)

The Company may at any time verify the identity of the holders of bearer shares in accordance with applicable laws and regulations.

If a person who has been asked for information fails to provide such information within the time period required by applicable laws and regulations, or provides incomplete or inaccurate information either as to his capacity or as to the owners of the shares or the number of shares held by each of them, the shares or other securities giving immediate or future access to the

share capital and for which such person is registered shall be stripped of their voting rights for any shareholders’ meeting occurring before the information is corrected, and payment of the corresponding dividend shall be delayed until such date.

21.2.4.6 Modifications of the Rights of Shareholders

The rights of shareholders may be modified in accordance with applicable laws and regulations. The bylaws do not contain any particular provisions with respect to modification of the rights of shareholders that are more stringent than the law.

21.2.4.7 Convening and Holding of Ordinary Shareholders’ Meetings and Extraordinary Shareholders’ Meetings (Articles 34 and 35 of the Bylaws)

Shareholders’ meetings are called “extraordinary” when their purpose is to modify the Company’s bylaws or nationality, or when the law so provides. All other shareholders’

meetings are “ordinary”. Decisions at extraordinary shareholders’ meetings are made by a two-thirds vote of the shares present or represented, and decisions at ordinary shareholders’

meetings are made by a simple majority of shares present or represented.

Shareholders’ meetings are convened and held in accordance with the rules and conditions provided for under French law.

21.2.4.8 Crossing of Statutory Thresholds (Article 10 of the Bylaws)

In addition to the thresholds provided for by applicable laws and regulations, any natural person or legal entity who comes to hold, acting alone or in concert, directly or indirectly, a number of shares representing at least 3% of the share capital or voting rights, or any multiple of 1% thereafter, including beyond the reporting thresholds provided for by laws and regulations, must inform the Company of the total number of shares, voting rights, or securities giving access to the share capital or voting rights of the Company that such person holds, as well as of any securities giving access to the share capital or to voting rights potentially attached thereto, by registered letter with return receipt requested sent to the Company’s registered office within four trading days after crossing such threshold(s).

In the event of a failure to comply with the above provisions, the legal penalties for breach of the obligation to report crossing a legal threshold shall apply to thresholds provided for in the bylaws only upon the request, recorded in the minutes of the shareholders’ meeting, of one or more shareholders holding at least 3% of the Company’s share capital or voting rights.

Subject to the above provisions, this obligation under the bylaws is governed by the same provisions as those governing the legal obligation, including with respect to shares deemed to be held.

The Company reserves the right to report the information provided or a breach of the above obligation by the person in question to the public and to the Company’s shareholders in accordance with applicable laws and regulations.

The same reporting obligation, with the same deadline and terms, applies each time the proportion of the share capital or voting rights held by a shareholder decreases to below any of the thresholds referred to above.

21.2.5 Financial Statements (Articles 37, 38 and 39 of the Bylaws) 21.2.5.1 Legal Reserve

Five percent of each fiscal year’s profit, after deduction of losses carried forward from previous years, if any, is allocated to a legal reserve fund whenever the amount in such fund is less than 10% of the share capital.

21.2.5.2 Approval of Dividends

The general shareholders’ meeting votes on the payment of dividends in accordance with Articles L. 232-12 to L. 232-18 of the French Commercial Code. The general shareholders’

meeting may give shareholders the option to receive payment in cash or in new shares of the Company, pursuant to legal conditions.

The general shareholders’ meeting may also decide, upon the proposal of the Board of Directors, to distribute any profit or reserves in kind in the form of assets or securities. In the event of the distribution of securities that are not listed on a regulated market or traded on an organized multilateral trading facility, or whose admission to such a market or trading facility will not occur in connection with such distribution, the shareholders have the right to choose between payment in cash and the delivery of such securities.

21.2.5.3 Control of the Issuer

There are no provisions either in the Company’s Bylaws or in any internal charter or rules of procedure that could have the effect of delaying, postponing or preventing a change of control of the Company