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ARTICLE 16 : SUPERVISORY BOARD

 7 hours ago

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.