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Shareholders’ Meeting

Statutory Auditors' special reports

Report on the share capital reduction

8.3.2

Combined Shareholders’ Meeting of May 17, 2016

The Board of Directors proposes that shareholders delegate to it, for a

period of 24 months from the date of this Shareholders’ Meeting, all

Thirteenth resolution

necessary powers to cancel, up to a maximum of 10% of its share

This is a free translation into English of a report issued in the French

capital by 24-month period, the shares purchased by the Company

language and is provided solely for the convenience of English-speaking

pursuant to the authorization to purchase its own shares in the context

readers. This report should be read in conjunction and construed in

of the aforementioned Article.

accordance with French law and professional auditing standards

We conducted the procedures we deemed necessary in accordance

applicable in France.

with the professional guidelines of the French National Institute of

To the shareholders,

Statutory Auditors (

Compagnie nationale des Commissaires aux

comptes

) applicable to our engagement. These procedures consisted in

As Statutory Auditors of your Company and pursuant to the duties set

verifying the fairness of the reasons for and the terms and conditions of

forth in Article

L.

225-209 of the French commercial code (

Code de

the proposed share capital reduction, which does not undermine

commerce

) concerning share capital reductions by cancellation of

shareholder equality.

shares purchased, we hereby report to you on our assessment of the

reasons for and terms and conditions of the proposed share capital

We have no comments on the reasons for and the terms and

reduction.

conditions of the proposed share capital reduction.

The Statutory Auditors

Courbevoie, Paris-La Défense and Neuilly-sur-Seine, April 15, 2016

MAZARS

KPMG SA

DELOITTE & ASSOCIÉS

Pierre Sardet

Patrick-Hubert Petit

Arnaud de Planta

David Chaudat

Caroline Bruno-Diaz

2015 REGISTRATION DOCUMENT

285