There is hereby formed, between the natural and legal persons represented by the appearing parties and any other who will subsequently be admitted to adhere to these statutes, a civil company with variable capital, which has the name:

P R O C I R E P

(COMPANY OF CINEMA AND TELEVISION PRODUCERS)

governed by articles 1832 to 1870 - 1 of the Civil Code, by title III of the law of July 24, 1867 on companies with variable capital, by Book III Title II of the Intellectual Property Code, as well as by these statutes.

Natural or legal persons having the status of producers of cinematographic or television works and feature or short films, or holders of the exploitation rights of such works, may be partners in the company.

< p>The partners are divided into two colleges, the film college and the television college, depending on the nature of the works for which they hold the rights exercised by the company.

The partners contribute to the company, in the limits of its corporate purpose, the exercise by means of television or any other audiovisual means other than cinematography of the rights they hold on the aforementioned audiovisual works.

Membership conditions , withdrawal, resignation and exclusion of associates are governed by these Articles of Association and the General Regulations.

The head office of the company is established at PARIS 75008, 11bis rue Jean Goujon.

It may be transferred to an address in Paris by simple decision of the Management, after consultation with the Executive Committee, and in any other place by decision of a General Meeting of shareholders.

The duration of the company will expire on July 31, 2050.

It may be extended or, on the contrary, reduced in advance, by decision of the General Meeting of shareholders, as provided for in article 19 below.

The purpose of the company, in France and abroad, in the field of the production and exploitation of audiovisual works fixed for the first time in France or possibly, by extension, having the nationality of a country of the European Union:

• a. the study and implementation of any appropriate means to promote the material and moral interests of its associates;
• b. the establishment of any collective agreement likely to be concluded in the interest of its partners, with any organization, in particular authors' societies and television broadcasting companies, regarding the exploitation of audiovisual works;
• c. the collective management of the rights of its associates, whenever such management is required, for such and such a mode exploitation of audiovisual works, either because of the law or regulations, or because of the practical impossibility of individual management;
• d. l a collection, directly or by any agent of its choice, on behalf of its partners, of any sum likely to be due to them as a result of the collective agreements referred to above, or as a result of the law and regulations when these give rise to the right to allowances which cannot be individualized work by work;
• e. the distribution among its partners of the sums collected on their behalf;
• f. the exercise of all other specific mandates that may be entrusted to it by all the partners or by any organization or company representing the interests of persons having the status of producer of audiovisual works;
• g. the defense of the material and moral interests of its partners within the limits of the corporate purpose, the possibility of imposing by all legal means compliance with the commitments defined herein articles of association and by the General Regulations, and in particular, in the event of a breach of their provisions, the ability to prohibit the full or partial representation of the work, subject of the offense by means of television;

and more generally, any operation of any kind whatsoever, directly related to the above-mentioned object likely to promote the goal pursued by the company.

The company's statutory capital is set at the sum of 37,500 Euros (thirty-seven thousand five hundred Euros), corresponding to 2,500 shares of 15 Euros each.

In accordance with article 48 of the law of July 24, 1867, the effective share capital may be increased by the admission of new partners and reduced by the withdrawal or exclusion of partners.

However, the capital effective may not be reduced below the sum of 3,750 Euros (three thousand seven hundred and fifty Euros) representing one tenth of the statutory capital.

The Manager will notify all the partners, on the occasion of the General Meeting approval of the accounts, of any increase or reduction in the effective capital occurring during the financial year in question.

The statutory capital may only be modified by an extraordinary decision of the community of shareholders.

In the event that the withdrawal of a partner or his exclusion should have r effect of reducing the share capital below the minimum referred to above, the Manager should first convene a Shareholders' Meeting so that it can take any measure to prevent the effective capital from being reduced below this minimum.

Any natural or legal person requesting admission as a partner must submit their request to the Executive Committee, which decides on this admission under the conditions provided for by law and the General Regulations, this decision being subject to ratification by the next General Meeting. General.

Any shareholder wishing to withdraw from the company must notify this decision to the Executive Committee by registered letter with acknowledgment of receipt, it being specified that the withdrawal will only take effect after a period of time has elapsed. one month from the date of presentation to the company of the said registered letter.

The exclusion of a partner can only be pronounced by the General Assembly at the request of the Executive Committee and for serious violation of the articles of association or the General Regulations, for serious breach of the rules of professional integrity, or for any act directed against the company or likely to harm its fundamental interests.
In In this case, the offender will be called by registered letter with acknowledgment of receipt, coupled with a simple letter, to present or have presented by a member of the Assembly his 4 explanations in defense before the Executive Committee and, possibly, the General Meeting.

This exclusion may also occur:

• in the event of cessation of all professional activity
• in the event of liquidation of assets< /li>

Any shareholder expelled from the company for any reason may only be reinstated by a vote of the General Meeting.

In the event of withdrawal or exclusion from a partner, the exclusive mandate entrusted by him to the company, prior to his withdrawal or exclusion, will continue to be exercised until the end of the current financial year, for the rights he held on audiovisual works whose first performance took place prior to this withdrawal.

As an exception to the above, in the event of a tification by the General Meeting of one or more collective agreements referred to in Article 5 of these Articles of Association, or in the event of modification of the Articles of Association by the General Meeting placing additional obligations on the shareholders or resulting in an extension of the mandate entrusted by them to the company, the aforementioned period will be purely and simply canceled for the partners who decide to withdraw on the grounds of one of the aforementioned decisions.

Each share gives the right to ownership of the company's assets to a participation defined according to the terms of Articles 10 and 23.

It also gives the right to participate in collective decisions according to the terms provided in article 19 of these statutes.

It gives the right to obtain communication of the documents and information mentioned in article L.326-5 of the Intellectual Property Code, in the two months preceding the General Meeting.

The partner may, in the two months preceding the General Meeting, obtain a copy of the following documents:

1. The annual accounts which will be submitted to the General Meeting as well as the accounts for the previous financial year, together with the other documents mentioned in article R-321-8 of the Intellectual Property Code;
2. The reports of the governing bodies and the auditors which will be submitted to the Meeting, including a report on the cultural actions referred to in Article L 324-17 of the Intellectual Property Code and the list of aid granted in this respect;
3. Where applicable, the text and explanatory memorandum of the proposed resolutions, as well as information concerning candidates for corporate office;
5
4. The total amount, certified exact by the auditors, of the remuneration paid to the highest paid persons;
5. The list of investments appearing in the accounts at the close of the financial year as well as average rates of return during the financial year for short and medium-term investments;
6. A table mentioning the organizations in which the company has a stake, as well as the income statement and the balance sheet of each of these organizations;
7. A statement showing, for the main categories of users, their number and the amount of fees paid in the year;

< p>The partner is liable vis-à-vis third parties for company debts indefinitely, in proportion to his share of the ns the share capital on the due date or on the day of cessation of payments. Creditors can only sue the payment of company debts against a partner after having previously and unsuccessfully sued the company.

The shares cannot be represented by negotiable securities.

The rights of each partner result only from these articles of association and the General Regulations, as well as from the acts that could modify them.

A certified true copy of these documents will be issued, at the expense of the company, to any partner who requests it.

The operating costs of the company will be borne by the partners in the following way:

• by means of a contribution, the amount of which, equal for each member, will be fixed each year according to the needs of the company, by the Ordinary General Meeting, ruling on the accounts for the financial year;
• by means of a percentage, deducted from the sums distributed between the partners and other beneficiaries during each financial year, this percentage being set according to the procedures provided for in the General Regulations.

The rules and scales for the distribution of the funds received by the company on behalf of its shareholders - whose general terms and conditions are set by the General Regulations - are submitted for approval by the Executive Committee to the General Assembly, ruling under the majority conditions provided for by law.

The use of these are in application of the provisions of Article L 324-17 of the Intellectual Property Code It is the subject each year of a special report by the Statutory Auditor.

The Executive Committee determines the methods of application of the decisions taken by the Assembly.

The company will have an Executive Committee composed of:

• a. the current Manager;
• b. 20 associate members of the company or representatives legal persons associated with the company, elected by the Ordinary General Meeting by secret ballot from among the partners presented by each of the two colleges (cinema and television), the sharing of seats between each college being determined according to the same rule as that provided for in Article 19-B-5-b of these statutes for the distribution of voting rights allocated to each college.

Only the following will be eligible:

• natural persons who are members of the company
• legal representatives of associated legal persons.

The Executive Committee is renewable every three years by the Ordinary General Assembly, the outgoing members being re-eligible.

In the event of death, resignation or incapacity of one of the elected members, it will be provided for his replacement by the Executive Committee among the partners of the same college meeting the same conditions, this appointment must be ratified by the next General Assembly.

The Manager chairs the Executive Committee.

The Executive Committee may elect from among the partners a Vice-President whose mission is to replace the Manager in the event of absence during the meetings of the Executive Committee, and who has the same powers as the Manager in this respect.

The members of the Executive Committee may not be employees of the company.

The Executive Committee meets when convened by the Manager or the General Delegate as often as the interests of the company require, either at the registered office or at any other place indicated in the notice of meeting.

The invitation is sent by letter or e-mail at least eight days in advance, and includes the list of items on the agenda. This period may be shortened in the event of an emergency.

The General Delegate and the representatives of the representative trade union organizations must be convened to the meetings of the Commission, in which they participate in an advisory capacity, but without voting rights. The General Delegate performs the duties of secretary of the Commission.

At least half of the members of the Executive Board may, indicating the agenda for the meeting, convene the Board if it has not met for more than three months. the Commission have the right to be represented at each meeting by one of their colleagues designated by letter, fax or e-mail, but a member of the Commission cannot represent as proxy more than two of his colleagues.

The Executive Commission deliberates validly only if the at least half of its members with voting rights are present or represented.
An attendance register is kept which is signed by the members of the Commission participating in the meeting.

Subject to the decisions listed below, deliberations are taken by a majority of the votes of the members present or represented. In the event of a tie vote, the Manager has the casting vote.

The following decisions require a three-quarters majority:

• drafting of the General Regulations
< li>decisions which, under these Regulations, would require a three-quarters majority
• the fixing of scales for the distribution among the partners of the sums collected on their behalf.

< p>The deliberations of the Executive Committee are recorded in minutes in a special register kept at the registered office. These minutes, drawn up by the General Delegate, are signed by the Manager (or the Vice-Chairman) and a member of the Commission. Copies or extracts of the minutes of the Commission's deliberations are validly signed by the Manager or the General Delegate.

The Executive Committee must be consulted by the Manager for any decision that does not concern the day-to-day management of the company.

It must in particular be consulted on the texts of any collective agreement entered into by the company, and on any contract or act of any nature whatsoever binding the company or likely to have an impact on its activity or to call into question the interests of the partners, as well as on budgetary decisions.

It draws up the General Regulations of the company.

It proposes to the Meeting the scale of distribution between its partners of any sum collected on their behalf by the company, as well as the rules applicable in terms of assistance to the creation in execution of the legal provisions.

It controls the collection and distribution of the sums collected by the company on behalf of its partners.

It decides, subject to ratification by the General Assembly, the use of the funds intended for assistance with creation, as well as other actions of general interest, proposed by the Working Committees.

It regulates the general relations of the partners between them and ensures the respect and the proper execution of the provisions provided for by the articles of association and the General Regulations of the company.

It decides on behalf of the company on the admission of new partners subject to ratification by the General Meeting.

It decides on the advisability of accepting the mandates that would be entrusted by any organization or company representing the interests of producers of audiovisual works.

The company is managed by a Manager, a natural person who can either be chosen from among the partners belonging to the Cinema College or the agents that the latter have appointed, or be a person designated outside the partners.

< p>The Manager, who has the title of President, is appointed on the proposal of the Executive Committee, by decision of the Ordinary General Meeting, taken under the conditions provided for in article 19 below.

The Manager remains in office for three years. >The Manager represents the company in its relations with third parties.

Subject to the powers that these statutes expressly attribute to the Executive Committee, the Supervisory Board, as well as to the Meetings of shareholders, and within the limits of the corporate purpose, the Manager is vested with the broadest powers to act in all circumstances on behalf of the company.

The fixed or proportional benefits intended, if applicable, to remunerate the Manager for his duties are determined by the General Meeting. Their amount is charged to operating expenses.

The Manager may be removed by decision of the Ordinary General Meeting. He can also be dismissed by the courts for legitimate cause at the request of any partner.

The Manager has the right to resign from his duties, provided that he informs the Executive Committee at least three months before the date set for the termination of his functions.

In the event of dismissal, resignation or death of the Manager, any proxy granted by him will be provisionally maintained, until the next Meeting which will proceed to the appointment of a new Manager, and the Vice-President will assume the interim by having all the powers previously granted to the Manager.

The Manager is responsible towards the company and towards third parties either for breaches of laws and regulations, either of the violation of the statutes, or of the faults committed in its management.

Two Working Commissions, a Cinema Commission and a Television Commission, have been set up to study any action to aid creation, as well as any action in the general interest, specific to the cinematographic works of one hand, and to television works on the other hand.

The members of these Working Commissions representing producers must have the status of associate members of the society.

The composition of these Commissions, the mode of appointment of their members, their functioning and the modalities of their intervention are determined by the General Regulations.

Pursuant to Article 323-14 of the CPI, a Supervisory Board is hereby established, consisting of 8 associate members of the company or representatives of associated legal persons of the company, and who are not otherwise members or represented on the Executive Committee.

The members of the Supervisory Board are elected by the Ordinary General Meeting by secret ballot from among the partners presented by each of the two colleges (cinema and television), the sharing of seats between each college being determined according to the same rule as that provided for in Article 19-B-5-b of these Articles of Association for the distribution of voting rights allocated to each college.

The members of the Board of the Supervisory Board may not otherwise be employees of the company.

The Supervisory Board is renewable every three years by the Ordinary General Meeting, the outgoing members being re-eligible.

In the event of death, resignation or impediment of one of the members read, he will be replaced by the Supervisory Board from among the partners of the same college meeting the same conditions, this appointment having to be ratified by the next General Meeting.

The members of the Supervisory Board elect a Chairman and a Vice-Chairman, each from a different college, for a term of one year, within the framework of an annual rotating presidency.

The first elections to the Supervisory Board will take place during of the Ordinary General Meeting following the Extraordinary General Meeting which will have decided on the creation of the said Supervisory Board.

As a transitional measure, the current members of the Special Commission for Article R. 321-6 -3 of the Intellectual Property Code, whose mandate is extended until the election of the members of the Supervisory Board, will be seized of any requests for advice in the event of refusal by the company to requests for communication of documents presented p by the members under Article L. 326-5 of the Intellectual Property Code.

The Supervisory Board meets when convened by its Chairman at least once every six months, either at the registered office , or at any other place indicated in the notice of meeting, in the presence of the Manager and the Managing Director.

The meeting is sent by letter or by e-mail at least eight days in advance, and includes the list of items on the agenda. This period may be shortened in the event of an emergency.

Members of the Board have the right to be represented at each meeting by one of their colleagues designated by letter or by e-mail, but a member of the Board may not represent more than one of its colleagues as a proxy.

The Supervisory Board can only validly deliberate if at least half of its members with voting rights are present or represented.
It A register of attendance is kept, which is signed by the members of the Board participating in the meeting.

The deliberations are taken by a majority of the votes of the members present or represented.

In the event of a tie vote, the Chairman has the casting vote.

The deliberations of the Supervisory Board are recorded in minutes in a special register kept at the registered office. These minutes bear the signature of the Chairman of the Supervisory Board.

Copies or extracts of the minutes of the deliberations of the Supervisory Board are validly signed by the Chairman of the Supervisory Board or the Delegate General.

The Supervisory Board's mission is to:

• - To control the activity of the administration and management of the company, as well as of the Executive Committee, in particular the implementation of the decisions of the General Assembly, in particular the general policies listed in points 8 to 11 of article 19 paragraph A. of these Statutes (general policy for the distribution of sums due to rights holders, general policy for the use sums that cannot be distributed, general policy for the investment of income from the exploitation of rights and income resulting from this investment, general policy for deductions made from this income and income).
• - To issue an opinion on the refusals opposed by the company to requests for communication of documents submitted by members under article L. 326-5 of the Intellectual Property Code.

It reports, at least once a year, on the exercise ciency of its missions to the General Assembly.

The Ordinary General Meeting appoints a Statutory Auditor and a substitute Statutory Auditor, chosen from the list mentioned in article 219 of the law of July 24, 1966, who will exercise their functions under the conditions provided for by said law. .

The Statutory Auditor verifies the fairness and consistency with the company's accounting documents of the information contained in the annual transparency report provided for in Article L. 326-1 and in the database provided for in the first paragraph of Article L. 326-2 of the Intellectual Property Code.

A. Subject:

Collective decisions are qualified as ordinary or extraordinary. Extraordinary decisions are those concerning:

• the extension of the mandate entrusted to the company by the partners, as stated in Article 5;
• on the modification of the statutory capital;
• and more generally on all modifications of these statutes.

All other decisions taken in the Assembly are qualified as ordinary collective decisions, in particular:

1. the election of the members of the Executive Committee and of the Supervisory Board
2. the approval of their remuneration and any other benefits
3. the approval of the financial statements for the previous year
4. approval of the accounts for the distribution of funds received by the company
5. approval of the annual transparency report as provided for in article L 326-1 of the CPI
6. approval of the distribution sums s intended for actions of Aid to Creation, the diffusion of live performance, the development of artistic and cultural education and actions of training of artists (with a majority of two thirds),
< li>the appointment and dismissal of the Statutory Auditors
7. the general policy for the distribution of sums due to rights holders
8. the general policy for the use of sums which cannot be distributed < /li>
9. the general policy for the investment of income from the exploitation of rights and income resulting from this investment
10. the general policy for deductions made from such income and income
11. the use, during the previous financial year, of sums that could not be distributed
12. the risk management policy
13. the approval of any acquisition, sale of buildings or the mortgage thereof
14. the approval of merger or alliance operations, the creation of subsidiaries, and the acquisition of other entities or interests or rights in other entities
15. the approval of borrowing operations granting loans or providing loan guarantees

B. Methods of consultation within the framework of an Assembly:

1. Convocation

The partners are brought together, each year, in an Ordinary General Assembly by the Executive Committee on the last Monday of the month of June following the expiration of the financial year, at the time and place designated in the notice of meeting.

General Meetings may be convened extraordinarily by the Executive Committee, on the initiative of the Chairman-Manager, or at the request of a quarter of the partners.

Notices of the Ordinary or Extraordinary General Meeting are made by registered letter addressed to the shareholders, or by simple or electronic mail accompanied by a notice inserted in two newspapers of legal notices at least two months before the date of the Meeting and mentioning, in addition to the information provided for in the first paragraph of article 40 of decree no. 78-704 of July 3, 1978, the time and date of the meeting of the Shareholders' Meeting. Any member may request to be individually convened to meetings or to some of them by registered letter with acknowledgment of receipt, in which case, if the notice is given by another means, the costs of this sending by registered mail shall be the responsibility of the person concerned.

Any partner may, at any time, by registered letter, ask the Manager to provoke a deliberation of the partners on a specific question. The Manager then proceeds to convene the Meeting in the usual manner, but the Manager may validly content himself with placing the question submitted on the agenda for the next Meeting. However, he is required to convene the Meeting if the question raised relates to the delay of the Manager in fulfilling one of his obligations.

2. Agenda

The agenda for the Meeting is set by the author of the notice. The convening letter specifies this.

The content of the agenda and the scope of the questions listed therein must appear clearly without there being any need to refer to other documents.

3. Resolutions and information documents

The agenda must be accompanied by the text of the resolutions. In addition, the documents mentioned in Articles R. 321-6 and R. 321-6-1 of the CPI are communicated to the partners upon written request under the conditions provided for in Articles 40 and 42 of Decree No. 78 704 of July 3, 1978.

4. Meeting of the Meeting

The Meeting is held at the registered office or at any other place indicated in the convocation letter.

It is chaired by the Manager. In the absence of the latter, it is chaired either by the Vice-President, if there is one, or by another member of the Executive Committee chosen by the present

Every year, at least two months before the meeting of the Ordinary General Assembly, each of the members, natural persons, of the Executive Committee and of the Supervisory Board, as well as each of the legal representatives must produce an individual declaration specifying:

1. Any interest he holds in the company;
2. Any compensation he received during the previous financial year of the company, including in the form of retirement benefits, benefits in kind or any other benefit;
3. Any income that he received, during the previous financial year, from the company as a holder of rights;
4. Any actual or potential conflict between his personal interests and those of the company or between his obligations towards the latter and those which he has towards any other natural or legal person;

< p>This declaration is made available to the members of the General Assembly for a period of two months before the annual meeting of c this meeting at the registered office of the company. It will be consulted with respect for privacy, the protection of personal data and business secrecy.

Any member of the Executive Committee or the Supervisory Board who fails to send a complete statement to the company within the time limit set in the first paragraph or who mentions erroneous information in this document will have to explain it to the statutory body of which he is a member. The latter will decide on the gradual and proportionate sanctions to be applied: warnings, temporary suspension from sitting or exclusion from the body of which he is a member.

The corporate year begins on January 1 and ends on December 31.

The annual accounts, the inventory, the management report drawn up by the Manager in accordance with the laws and regulations in force are subject to the approval of the shareholders meeting at the Ordinary General Meeting within six months of the end of the financial year.

The General Meeting of partners, on a proposal from the Executive Committee, approves or modifies the company accounts, and distributes the results among its partners. They can decide to carry forward all or part of the said results.

The company is dissolved by the arrival of the statutory term of its duration, unless extended and upon the occurrence of a legal cause for dissolution.

At the expiry of the company, or in in the event of early dissolution, the liquidation will be carried out by the liquidator(s) who will be designated by the partners, and who may be the Manager then in office.

The partners will resume immediately and without formality the exercise of the rights by them contributed to the company. Furthermore, they may, under the terms of an Extraordinary General Meeting, authorize the liquidators to either sell to any natural or legal person, or contribute to any company, a part or all of the company's tangible assets, all subject to the legal provisions in force.

After the payment of the liabilities and the social charges, the net proceeds of the liquidation will be used to reimburse the shares the surplus, if there is any, will be distributed among the shareholders ortionally to the number of shares of each.

In the event of excess liabilities, this will be borne by the partners in proportion to the number of shares of each.

All disputes that may arise during the life of the company or its liquidation, either between the partners, the management and the company, or between the partners themselves, relating to social affairs, will be judged in accordance with the law and subject to the jurisdiction of the competent courts of the registered office.