Translation from the French for information purposes only

BELIEVE
RULES OF PROCEDURE OF THE BELIEVE BOARD OF DIRECTORS
adopted by resolution of the Board of Directors on June 11, 2021
updated by the Board of Directors on August 1st, 2024
The members of the Board of directors of Believe (hereafter the “Company”, together with its
subsidiaries, the “Group”) wish to abide by the following operating rules which constitute the internal
rules of the Board of directors.
These internal rules are intended to clarify the operating terms of the Board of directors of the Company
and to supplement the legal and regulatory provisions and the by-laws (statuts) of the Company.
It is in line with market recommendations aimed at ensuring compliance with the fundamental principles
of corporate governance, in particular those set out in the AFEP/MEDEF Code of Corporate
Governance for listed companies (the “AFEP-MEDEF Code”). It may be amended at any time bydecision of the Board of directors.
These internal rules were approved by the Company's Board of Directors at its meeting on June 11,2021 and updated by the Board of Directors at its meeting on August 1st, 2024.
Article 1 – Composition of the Board of directors
1.1
The Board of directors shall ensure the balance of its composition and of the composition of
the committees that it may create, taking appropriate actions to ensure that its missions and the missionsof such committees are executed with the necessary independence, competence and objectivity.
In accordance with the provisions of the AFEP-MEDEF Code, a Board member is considered to be
independent if he or she has no relationship whatsoever with the Company, the group or its management
which may compromise his or her freedom of judgment.
The Board ensures that the proportion of independent members within the Board itself and in thecommittees it sets up complies with the provisions of the AFEP-MEDEF Code. Accordingly, the Board
will ensure that the proportion of independent members within the Board itself is at least one-half as
long as the Company has no controlling shareholder, and at least one-third if the Company is controlled(within the meaning of Article L. 233-3 of the French Commercial Code). In addition, the Board will
ensure that the proportion of independent members is at least two-thirds in the Audit Committee andmore than half in the Nomination and Compensation Committee.
Where applicable, directors representing employees are not counted in determining the percentage ofindependent members.
Each time a Board member is reappointed or appointed, and at least once a year before the Board
prepares its report on corporate governance, the Board assesses the independence of each of its members(or candidates). In the course of this assessment, the Board, on the advice of the Nomination andCompensation Committee, shall review on a case-by-case basis the qualification of each of its members(or candidates) in light of the criteria set out below, the particular circumstances and the situation of theperson concerned in relation to the Company. The conclusions of this review are brought to the attentionof the shareholders in the corporate governance report and, where applicable, at the generalshareholders’ meeting when the members of the Board of directors are elected.
The assessment of the independence of each member of the Board of directors shall take into account,1

in particular, the following criteria:−

not to be an employee or an executive officer of the Company, an employee or executive officer
or member of the board of directors or of the supervisory board of any company which
consolidates it, or of a company which is consolidated by it, and must not have held such
position within the five previous years;−

not to be an executive officer of a company in which the Company is directly or indirectly amember of the board of directors or of the supervisory board or, in which an employee
appointed as such or an executive officer of the Company (either current or within the previous
five years), is a member of the board of directors;−

not to be a customer, supplier, commercial banker, investment banker or significant
professional adviser of the Company, its Group or for whom the Company or its Group
represents a significant portion of business (nor to be directly or indirectly related with such
person); the assessment of whether or not the relationship with the Company or the Group issignificant shall be discussed by the Board of directors and the criteria leading to thisassessment explained in the annual registration document;−

not to have any close family connection with an executive officer of the Company;−

not to have been an auditor of the Company within the previous five years;−

not to have been a member of the Board of directors of the Company for more than twelve
years.

For Board members holding ten percent or more of the Company’s share capital or voting rights, orrepresenting a legal entity holding such participation, the Board of directors, upon a report by the
Nomination and Compensation Committee, shall review the qualification of independence by taking
specifically into account the shareholding structure of the Company and the existence of a potential
conflict of interest.
The Board of directors may consider that a Board member who meets the above criteria may not be
deemed to be independent considering his or her particular situation or the Company’s, with respect toits shareholding or for any other reason.
Each member qualified as independent shall inform the Chairman, as soon as he or she becomes awareof it, of any change in his or her personal situation with respect to such criteria.
1.2

The term of office of the Board members shall be four (4) years, renewable.

In the event of vacancy due to death, age limit or resignation, the Board of directors may make, as thecase may be, temporary appointments under the conditions provided for by law. The Board member
appointed to replace another member whose term of office has not expired shall perform his or her
duties only for the remaining term of office of his or her predecessor.
1.3
The Board of directors shall elect, among its individual members, a Chairman for a duration
which shall not exceed the term of his or her office as Board member. He or she shall notably be
responsible for convening the Board of directors and chairing the debates thereof.
1.4
The Board of directors may decide to create permanent or temporary committees, intended tofacilitate the operations of the Board of directors and to provide effective support to the preparation ofits decisions.
Such committees shall, under the responsibility of the Board of directors, be responsible for analyzing
the matters that the Board of directors or its Chairman may submit for their consideration and opinion
in connection with the preparation of the works and decisions of the Board of directors. The
composition, duties and operating terms of such committees are detailed in the internal rules specific to2

each committee, adopted by the specific committee and approved by the Board of directors.
To date, the Board of directors has created the following permanent committees: (i) an Audit
Committee, (ii) a Nomination and Compensation Committee and (iii) a CSR Committee.
The Board is considering the desirable balance of its composition and that of its committees, particularly
in terms of diversity (representation of women and men, nationalities, age, qualifications andprofessional experience, etc.). It shall publish in the corporate governance report a description of thediversity policy applied to the members of the Board, as well as a description of the objectives of thispolicy, its implementation and the results of the policy obtained during the past year.
Article 2 – Obligations of the members of the Board of directors
The acceptation and exercise of the office of Board member or Chairman imply the commitment tocomply at any time with the conditions and obligations required by law, the by-laws of the Company
and these internal rules, in particular with respect to the holding of multiple offices. Each Board member
is subject to the following principles:
2.1
Before accepting his or her office, each Board member shall have to review the general andspecific obligations assigned to him or her. He or she shall, in particular, review applicable legal andregulatory requirements, the by-laws of the Company and these internal rules.
2.2

Each Board member shall in all circumstances act in the interest of the Company.

2.3
Each Board member is bound to report to the Board of directors any conflict of interest, whether
actual or potential, and shall refrain from attending the debate and taking part to the vote of any related
resolution. Such obligation also applies to the observers (censeurs) appointed by the Board of directors
in accordance with article 15.1 of the by-laws of the Company.
2.4

Each Board member must have the following essential qualities:−

he or she must be concerned by the corporate interest;−

he or she must have the quality of judgment, in particular of situations, strategies and people,
based in particular on his or her own experience;−he or she must have the ability to anticipate and identify risks and strategic issues;−

he or she must be honest, present, active and involved.

2.5
The acceptation of the office of Board member implies to dedicate the necessary time andattention to such office. In particular, each Board member undertakes not to seat in more than four (4)other board of directors or supervisory board of listed companies not affiliated with the Group, including
foreign companies, and shall keep the Board of directors informed of any offices held in othercompanies, including when participating to board committees in any French or foreign companies.
2.6
Each Board member shall be diligent and take part, except in the case of a major impediment,
to all meetings of the Board of directors and, as applicable, of any committee of which he or she may
be a member.
2.7
Each Board member shall keep himself or herself informed in order to be in a position tocontribute in a useful manner on the issues that are on the Board agenda. He or she shall request, inappropriate time, any useful information that he or she deems necessary to perform his or her duties.
2.8
With regards to non-public information acquired in the course of his or her duties, each Board
member is bound by a strict professional secrecy obligation which goes beyond the simple obligationof discretion stipulated by law. This obligation shall apply to the observers appointed, as the case may

3be, by the Board in accordance with Article 15.1 of the articles of association of the Company.
In the event of being in possession of privileged information, each Board member and observer will be
registered on a specific section of the list of insiders relating to such privileged information prepared by
the Company and made available to the AMF.
As soon as he or she is in possession of such information, the Board member or observer must refrain fromdisclosing it to any person, except when this disclosure is made in the normal course of his or her work,
profession or duties.
In this respect, a Board member who has close ties with a legal entity director (as its permanent
representative) or a shareholder (as an employee, executive officer, director, consultant or advisor) may
disclose non-public information within the legal entity and to its outside advisors. It is however specified
that:− such communication may only be made for the purposes of the proper performance of thedirector's duties, in the interests of the Company (and subject to the absence of any conflict ofinterest with the legal entity director or shareholder), and must be limited, in terms of both content
and number of recipients, to that which is strictly necessary for this purpose, and in compliancewith applicable regulations;− the legal entity must take all necessary steps to ensure strict confidentiality; and− the Chairman may request the list of recipients of information within the legal entity from thedirector concerned.
The provisions of the previous paragraph shall apply mutatis mutandis to the observers appointed, as
the case may be, by the Board in accordance with Article 15.1 of the articles of association of theCompany.
2.9
Each Board member shall comply with the applicable regulations for market abuse and inside
information. Moreover, he or she shall inform the Company and the French Financial Markets Authorityof any transaction performed on the Company’ shares in accordance with applicable legal and regulatory
provisions. These provisions are subject to annual reminder to all Board members and timely informationin the event of significant changes.
2.10
Each Board member shall own at least 100 Company’ shares throughout his or her term ofoffice and, in any case, no later than six months following his or her appointment. This obligation shallnot apply to Board members representing the Group employees nor, by decision of the Board of
directors, to directors representing shareholders whose internal procedures prohibit direct equity
holdings by their representatives. Loans of shares by the Company to Board members are not allowed.
Upon taking up their duties, Board members are required to register their shares in their name. The
same shall apply to any shares acquired subsequently.
2.11

Each Board member shall attend general shareholders’ meetings of the Company.

2.12
The Board of directors shall ensure that non-Board members who attend the meetings orparticipate in the works of the Board of directors or its committees, are also bound by a duty ofconfidentiality with respect to the information they have access to.
Article 3 – Duties and functions of the Board of directors
3.1
The Board of directors performs the duties and exercises the powers granted by law, the bylaws of the Company and these internal rules. The Board of directors shall determine the strategic
directions of the Company’s business activities and ensure implementation thereof. Subject to thepowers expressly granted by law to general shareholders’ meetings and within the scope of the corporate
purpose, the Board of directors shall be vested with the power to consider any question concerning theproper operation of the Company and shall determine by its decisions the business of the Company. The

4

Board of directors may conduct any such audits and investigations that it may deem appropriate.
3.2
The following decisions are subject to prior authorization by the Board of directors voting at
simple majority of its members present or represented:−

the adoption or modification of the annual budget of the Group ;−the annual update or modification of the Group’s business plan;−

any commitment or investment (excluding advances on repayments) in excess of EUR
10,000,000, undertaken by the Company or any subsidiary thereof, not included in the annual
budget;−any new loan or borrowing in any form (including bonds, credit facilities, leases), and any
guarantee or pledge, in each case undertaken by the Company or any subsidiary thereof, notprovided for in the annual budget and (i) the unit amount of which exceeds EUR 10,000,000 or(ii) which increases the Group’s total indebtedness, guarantees and pledges outstanding by morethan EUR 10,000,000;−

the acquisition or transfer by the Company or any subsidiary thereof of an interest in a company
in an amount exceeding 1,000,000 euros, except if such transaction is carried out between
members of the Group;−

any delegation of authority relating to the issue or repurchase, or the issue or repurchase, of
shares or securities giving access to the capital or voting rights of the Company;−

any distribution of dividends, interim dividends, share premiums or reserves by the Company;−

any merger, spin-off, reorganization, dissolution, liquidation, partial contribution of assets,lease of business, transfer of business or key assets of the Company or of any subsidiary whose
revenues represented, during the last fiscal year, more than 5% of the Company’s consolidated
annual revenues, except if such transaction is carried out between members of the Group; and−the appointment, remuneration or dismissal of an executive officer of the Company.

Article 4 – Information for the Board of directors
4.1
The Board of directors and its committees are composed of high level, skilled and experienced
people in international companies’ life, each with the time and the willingness to participate
meaningfully and with a high sense of the primacy of social interest, in the development of activities
and performances of the Company and its group.
Following his or her appointment, each Board member may benefit from an additional training about
the specifics of the Company and the companies it controls, their activities and business sectors.
4.2
The Chairman shall provide the Board members, within sufficient time and except in case of
emergency, with any necessary information or documentation so that they may perform their duties.
Any Board member who considers he or she has not received enough information to be in a position totake a proper decision shall inform the Board of directors and request any necessary information or
documentation that are necessary to perform his or her duties.
4.3
The Board of directors may hear the main managers of the Company, who may be convened toattend to Board meetings, to the exception of those Board meetings or decisions presenting the worksof the Nomination and Compensation Committee on their own compensation and setting suchcompensation.
The Board of directors and the committees may also hear any experts in areas under their respective

5

competences.
4.4
The Board shall be regularly informed of the financial situation of the Company and the Group.
The Chairman and Chief Executive Officer (Président-Directeur Général) or, in the event of separationof offices, the Chairman (Président), in coordination with the Chief Executive Officer (Directeur
Général), shall on a permanent basis provide the Board members with any information concerning theCompany of which they may become aware and the communication of which they deem useful andrelevant. In particular, they shall communicate to the Board of directors the annual, half-yearly and, as
the case may be, quarterly consolidated financial statements and the annual budget.
4.5
Each Board member may meet the main managers of the Company, including without thepresence of executive officers, subject however to the prior information of the latter.
Article 5 – Meeting of the Board of directors
5.1
The Board of directors shall be convened by the Chairman or one of its members by any means,including verbally. Convening notices may be addressed by the Secretary of the Board of directors. The
author of the convening notices shall determine the agenda of the meeting.
5.2

The Board of directors shall appoint a secretary who may be chosen outside of its members.

5.3
The Board of directors shall meet at least four (4) times a year and, at any other moment, as
often as required by the Company’s interests. The frequency and duration of the meetings shall allow
in-depth review and discussion of the matters falling within the Board of directors’ scope.
5.4
The meetings of the Board of directors shall be chaired by the Chairman; in the absence of the
Chairman, they shall be chaired by a Board member appointed by the Board.
5.5
The Board of directors may only validly deliberate if at least half of its members is present.
Board members are deemed to be present for purposes of forming a quorum or majority when attending
meetings via videoconference or via telecommunication facilities allowing their identification andguaranteeing their effective participation, within the conditions set out in applicable legal and regulatory
provisions. Certain decisions of the Board of directors may, in accordance with conditions provided forby applicable laws and regulations, be taken by way of written consultation of the directors.
5.6
Each meeting of the Board of directors shall be sufficient in duration to enable useful andmeaningful debate of the agenda. The decisions shall be taken at simple majority of its present or
represented members. In case of a tie, the Chairman of the meeting shall have a casting vote.
5.7
Participation to the meetings of the Board of directors shall be recorded in an attendance registerand minutes of the meetings shall be drafted, in accordance with the legal and regulatory provisions.
The attendance register shall mention if any members participated via videoconference or via anothertelecommunication facility. The Secretary of the Board is authorized to issue and certify copies orextracts of the minutes of the Board meetings.
Article 6 - Compensation of the members of the Board of directors and Committees
Upon recommendation of the Nomination and Compensation Committee, the Board of directors:−

shall freely allocate among its members the annual amount allocated to the compensation of theBoard of directors by the general shareholders’ meeting, taking into account the effective
participation of directors in the Board of directors itself and its committees. A portion
determined by the Board of directors and deducted from the annual amount allocated to theBoard of directors by the general shareholders’ meeting shall be paid to the members of thecommittees, also taking into account their effective participation to such committees’ meetings;

6−shall determine the compensation of the Chairman;−

may also allocate exceptional compensation to some of its members for duties or mandates
granted to them.

The Board shall review the adequacy of the level of compensation of the Board members in light of thecharges and responsibilities of each of them.
The expenses incurred by the members of the Board for holding its meetings (e.g., travels, hotels…)
shall be reimbursed by the Company on presentation of supporting documents.
Article 7 - Assessment of the functioning of the Board of directors
7.1
The Board of directors shall assess its capacity to meet shareholders’ expectations byconducting periodic reviews of its membership, organization and functioning. To that purpose, once a
year, the Board of directors shall, upon report of the Nomination and Compensation Committee, devote
an item of the agenda to the review of its operating methods, to the verification that important matters
are properly prepared and debated within the Board of directors, and to the measuring of the effective
contribution of each Board member in the Board’s work through his or her competence and involvement
in deliberations.
This assessment shall be made on the basis of the replies to an individual and anonymous inquiry
addressed to each Board member once a year.
7.2
A formal evaluation shall be performed at least once every three years, possibly under theleadership of an independent Board member, and, when appropriate, with help from an external
consultant.
7.3
The Board of directors shall assess under the same conditions and under the same frequency
the operating methods of the permanent committees set up by it.
7.4
The report on corporate governance shall inform the shareholders of the evaluations carried out
and of any steps taken as a result.
Article 8 - Setting of internal Rules for Committees – Common provisions
8.1
Any decision of the Board of directors within the area of competence of a committee shall be
examined by the latter prior to its submission to the Board of directors. Any committee may issue nonbinding written or oral recommendations to the Board of directors. As part of their duties, thecommittees may hear the managers of any Group company.
8.2
The committees shall meet as often as necessary. The Audit Committee and the Nomination
and Compensation Committee shall meet at least twice a year. The CSR Committee shall meet at least
once a year. A committee may be convened by its chairman or any of its members.
8.3
A committee is validly held if at least half of its members is present or represented. It shalldeliberate at simple majority of its present or represented members, being specified that any member of
a committee may be represented by another member of such committee.
8.4
Minutes of each committee meeting shall be prepared by a secretary appointed by the chairmanof the committee. The Secretary of the Board of directors may be appointed as secretary of each of thecommittees.
Attached hereto are the Internal Rules of each of the committees set up by the Board of directors.
****

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SCHEDULE 1
INTERNAL RULES OF THE AUDIT COMMITTEE
The Audit Committee is responsible for monitoring issues relating to the preparation and verificationof accounting and financial information.
Article 1 - Duties of the Committee
The role of the Audit Committee is to ensure the monitoring of issues relating to the preparation andverification of accounting and financial information and to ensure the effectiveness of the risks
monitoring system and the operating internal control, in order to facilitate the Board's tasks ofcontrolling and verifying thereof.
In this framework, the Audit Committee performs in particular the following specific tasks:(i)

Monitoring of the process of preparation of financial information.
The Audit Committee shall review, prior to their presentation to the Board of directors, theannual and semi-annual, and if applicable quarterly, corporate and consolidated financial
statements, and ensure that the accounting methods used for preparation of such financial
statements are relevant and consistent. The Audit Committee will consider, if necessary, themajor transactions through which a conflict of interests may have occurred.
The Audit Committee shall especially review provisions and their adjustments and any situation
which may generate a significant risk for the Group, and any financial information or any annual
or semi-annual report on the Company’s activities, or prepared in the context of a specifictransaction (merger, contribution, market transaction …).
This review shall, to the extent possible, be completed at least two (2) days before the review
by the Board of directors.
The review of the financial statements shall be accompanied with a presentation by the statutory
auditors setting out the main points, not only concerning the results of the legal audit, inparticular adjustments resulting from the audit and significant weaknesses in internal control
identified during the works, but also the accounting methods chosen, and a presentation fromthe chief financial officer describing the Company’s risk exposure and any material offbalance-sheet commitments.

(ii)

Monitoring of the effectiveness of internal control and risk management, and as the case may
be internal audit, procedures relating to accounting financial information and non-financial
information.
The Audit Committee shall ensure the relevance, reliability and implementation of internal
control, identification, hedging and risk management procedures of the Company relating to its
activities and to the accounting financial information and non-financial information.
The Audit Committee shall also review risk exposures, including those of a social andenvironmental nature, and material off-balance-sheet commitments of the Company and its
subsidiaries. The Audit Committee shall in particular interview the people in charge of internal
audit and review on a regular basis the risk mapping of the Group. The Audit Committee shallalso issue an opinion regarding the organization of the risk control services and, as the case may
be, internal audit services, and be informed of their work schedule.
The Audit Committee ensures the existence, efficiency, deployment and implementation ofcorrective actions, in case of weaknesses or significant irregularities identified in the internal
control and risk management procedures.

8

(iii)

Monitoring of the legal audit of the corporate and consolidated financial statements by thestatutory auditors of the Company.
The Audit Committee shall obtain information regarding (inter alia), and monitor with thestatutory auditors of the Company (including without the presence of the executive officers),
their general work schedule, potential difficulties encountered in the course of their mission,changes to the financial statements of the Company or other accounting documents that they
deem appropriate, accounting irregularities, anomalies or inaccuracies that they may haveraised, significant uncertainties and risks relating to the preparation and processing ofaccounting and financial information and significant weaknesses in internal control they may
have discovered.
The Audit Committee shall regularly interview the statutory auditors, including without thepresence of the executive officers. The Audit Committee shall also interview the statutory
auditors during meetings relating to the review of the process of preparation of financial
information and non-financial information and the review of the financial statements, in orderfor them to report on their mission and the outcomes of their work.

(iv)

Monitoring of the statutory auditors’ independence
The Committee is responsible for steering the procedure for selecting and renewing the
Statutory Auditors, and for submitting the results of this selection to the Board of Directors.
The Audit Committee leads the procedure for selecting the Statutory Auditors, which it submits
to the Board of Directors for approval and specifies whether a call for tenders is necessary. With
the possible support of an internal selection committee set up by the Company, the Audit
Committee supervises the tender procedure and approves the terms of reference and the choiceof the firms consulted. At the end of this procedure, the Audit Committee makes arecommendation to the Board of Directors on the statutory auditor to be proposed forappointment by the General Meeting of Shareholders. It should be noted that the Audit
Committee must present at least two statutory auditors and inform the Board of its preference
for one of them.
In order for the Audit Committee to monitor, during their term of office, the rules of
independence and objectivity of the statutory auditors, the Audit Committee shall obtaincommunication each year of (among other):–the declaration of independence of the statutory auditors;–

the amount of fees paid to the network of statutory auditors by companies controlled by
the Company or the entity controlling it for services not directly related to the statutory
auditors’ engagement; and–information on services rendered in respect of work directly related to the statutory
auditors’ engagement.

In addition, the Audit Committee shall also review with the statutory auditors the risks weighingon their independence and the protection measures taken in order to mitigate such risks. It shallin particular ensure that the amount of the fees paid by the Company and the Group, or the
portion of such fees in the turnover of the relevant firms and their networks, are not likely to
impair the statutory auditor’s independence.
The statutory auditing assignment shall be exclusive of any other assignment not related to thismission in accordance with the code of ethics for statutory auditors and professional standards.
The selected statutory auditors shall renounce, for themselves and the network that they belong
to, any consulting work (e.g., legal, tax or information technology consulting) that they havebeen providing, directly or indirectly, to the Company. Regarding the companies controlled by

9the Company or the company controlling the Company, statutory auditors shall refer more
specifically to the code of ethics for statutory auditors. However, subject to prior approval by
the Audit Committee, services that are ancillary or directly complementary to statutory auditing
may be performed, such as acquisition or post-acquisition audits, but exclusive of valuation oradvisory services.
(v)

Compliance
The Audit Committee shall examine the processes and procedures in place to ensure
dissemination and application of the policy and good practices rules regarding ethics,
competition, fraud and corruption, and more generally regarding compliance with applicableregulations.
The Committee conducts an annual review of the criteria for determining whether agreements
entered into in the ordinary course of business and at normal conditions are still appropriate andin line with market practices, and in particular analyzes the normal nature of the financial termsof the agreements it evaluates.

The Audit Committee shall report regularly to the Board of directors on the exercise of its mission andshall immediately inform the latter of any difficulties it encounters.
Article 2 - Composition of the Audit Committee
The Audit Committee shall be composed of at least three (3) members, of which at least two thirds areappointed among the independent Board members, upon proposal of the Nomination and Compensation
Committee. The composition of the Audit Committee may be modified by the Board of directors, andin any case, shall be modified in case of change in the general composition of the Board of directors.
In particular, the members of the Audit Committee shall have special competence in financial and/or
accounting matters.
All members of the Audit Committee must be provided, when appointed, with information relating to
the Company’s specific accounting, financial and operational features.
The term of office of the members of the Audit Committee shall match with their term of office asmember of the Board of directors. It may be renewed at the same time as the latter.
The chairman of the Audit Committee is appointed among the independent Board members, after a
specific examination, by the Board of directors and upon proposal of the Nomination and Compensation
Committee. The Audit Committee may not include any executive officer of the Company.
The secretariat of the Audit Committee’s works may be carried out by any person appointed by thechairman of the Audit Committee or in agreement with him or her.
Article 3 - Meetings of the Audit Committee
The Audit Committee may validly deliberate either in a meeting, or by telephone or videoconference,
under the same conditions as the Board of directors, upon convening from its chairman or theCommittee Secretary, provided that at least half of the members participate in its work.
Convening notices of meetings must include an agenda and may be given verbally or by any othermeans.
The chairman of the Audit Committee chairs its meetings. Each meeting of the Audit Committee must
be of sufficient duration to allow for useful and in-depth discussion of the agenda.
The Audit Committee makes decisions by a simple majority of the members attending the meeting, each10member having one vote. In the event of a tie, the chairman of the Audit Committee does not have acasting vote.
The Audit Committee meets as often as necessary and, in any event, at least twice a year to prepare theannual financial statements and the half-yearly and, where applicable, quarterly financial statements.
Meetings are held before the Board of directors’ meeting and, as far as possible, at least two days before
the Board meeting when the Audit Committee’s agenda concerns the review of the half-yearly andannual financial statements prior to their review by the Board of directors.
Article 4 – Compensation of the Audit Committee
The compensation of the Audit Committee members is set by the Board of directors upon proposal of
the Nomination and Compensation Committee.
The expenses incurred by the members of the Audit Committee for holding its meetings (e.g. travels,
hotels…) shall be reimbursed by the Company on presentation of supporting documents.
Article 5 - Works of the Audit Committee
The Audit Committee shall obtain any resources it needs to carry out its assignment.
Within the strict framework of its mission, the Audit Committee may contact the main Company’s
officers after informing the Chairman of the Board of directors and subject to reporting back to theBoard of directors thereon. The Audit Committee may also request external technical studies relating
to matters within its competence, at the Company’s expense and within the limit of an annual budget
which may be decided by the Board of directors, after informing the Chairman of the Board of directors
or the Board of directors itself and subject to reporting back to the Board of directors thereon. In suchcases, the Audit Committee shall seek to ensure the objectivity of the concerned expert.
The Audit Committee may interview the statutory auditors of the Company and of the Group’s
companies, the chief financial officer, the heads of the accounting and treasury departments and thechief internal auditor. These interviews may be held, if the Audit Committee so wishes, without thepresence of the executive officers. Moreover, it may ask the main managers to provide it with any
information.
The Audit Committee shall receive all material documents within the scope of its responsibilities (e.g.
notes from financial analysts, rating agency reports…). It may ask, if it wishes, additional studies.
The Audit Committee may give opinions or make recommendations to the Board of directors on all
matters relating to the duties as described above.
The secretary of the Audit Committee shall prepare the minutes of each meeting of the Audit
Committee, which minutes shall be addressed to its members and to the other members of the Board of
directors.
The Audit Committee members and participants are subject to professional secrecy.
Article 6 – Miscellaneous
The Audit Committee shall not, under any circumstances, replace the Board of directors. In the eventof discrepancies between these internal rules of the Audit Committee, on the one hand, and the internal
rules of the Board of directors, the by-laws of the Company or the law, on the other hand, the latter shallprevail.

11

SCHEDULE 2
INTERNAL RULES OF THE NOMINATION AND COMPENSATION COMMITTEEThe Nomination and Compensation Committee plays a very important role in the composition and thecompensation of the Executive Management and the Board of directors.
Article 1 - Duties of the Nomination and Compensation Committee
The Nomination and Compensation Committee is a specialized committee of the Board of directors
which main missions are to assist the latter in (i) the composition of the Company's and its Group's
management bodies and (ii) the determination and regular assessment of all the compensation andbenefits to executive officers of the Company, including all deferred benefits and/or voluntary or forced
severance packages of the Group.
Nomination missions
In this framework, it performs in particular the following specific tasks:
Proposals on the appointment of the members of the Board of directors, of the Executive Management
and of the Board’s committees
The purpose of the Nomination and Compensation Committee is notably to make proposals to the Boardof directors for the appointment of members of the Board of directors (by the general shareholders
meeting or by way of co-optation) and members of the Executive Management, as well as members andchairman of the committees of the Board of directors.
For that purpose, it shall give to the Board of directors motivated proposals. These proposals shall bebased on the interest of the shareholders and the Company. In general, the Nomination andCompensation Committee shall endeavour to ensure to reflect a diversity of experiences and opinions,while ensuring a high level of competence, internal and external credibility and stability of theCompany’s corporate bodies. Furthermore, it shall draft and update a succession plan of the membersof the Board of directors as well as of the main executives of the Company and the Group in order tobe able to promptly propose succession solutions to the Board of directors in case, for instance, of an
unforeseeable vacancy.
With regard more especially to the appointment of the members of the Board of directors, theNomination and Compensation Committee shall notably take into account the following criteria: (i)desired balance of the composition of the Board of directors in light of the composition and evolutionof the Company’s shareholding structure, (ii) preferred number of independent members, (iii) abalanced representation between men and women in accordance with applicable law, (iv) the
opportunity to renew terms of office and (v) integrity, competence, experience and independence ofeach candidate. The Nomination and Compensation Committee shall also set up a procedure for theselection of future independent members and perform its own review of potential candidates before thelatter are approached in any way.
In making its recommendations, the Nomination and Compensation Committee shall endeavour toensure to have, at the level of the Board of directors and each of its committees, at least the minimum
number of independent members required under the governance principles to which the Company has
adhered to.
Annual review of the independence of the Board members
The Nomination and Compensation Committee shall review annually, before the publication of the12

report on corporate governance of the Company, the situation of each member of the Board of directors
in light of the independence criteria adopted by the Company, and shall submit its conclusions to theBoard of directors for the review, by the latter, of the situation of each relevant individual with respect
to these criteria.
Compensation missions
In this framework, it performs in particular the following specific tasks:
Review and proposal to the Board of directors relating to the elements and conditions of thecompensation of the main Group’s executives
The Nomination and Compensation Committee shall draft proposals including fixed and variable
compensation, but also, if applicable, stock options, allocation of performance shares, retirement andpension schemes, severance pays, non-compete indemnities as the case may be, benefits in kind or
special benefits and any other potential element of direct or indirect compensation (including in the longterm) that may be part of the compensation for members of the Executive Management.
The Nomination and Compensation Committee shall be informed of such elements of compensation for
the Group’s senior executives and of the policies implemented for this purpose within the Group.
In the context of preparing its proposals and works, the Nomination and Compensation Committee shalltake into account corporate governance practices that the Company has adhered to and especially thefollowing principles:(i)

The amount of the global compensation for the members of the Executive Management to besubmitted to the Board of directors’ approval shall take into account the general interest of theCompany, market practices and performances of the members of the Executive Management.

(ii)

Each of the elements of compensation of the members of the Executive Management shall beclearly justified and correspond to the general interest of the Company. The appropriateness ofthe proposed compensation shall be considered in the environment of the Company's corebusiness and by reference to French market practices and international practices.

(iii)

The compensation of the members of the Executive Management shall be determined with
fairness and in a manner consistent with that of the other Group’s senior executives, in light of
their responsibilities, skills and personal contribution to the Group’s performances anddevelopment.

(iv)

The Nomination and Compensation Committee shall propose rules governing the definition of
the variable part of the compensation of the members of the Executive Management that must
be consistent with the annual assessment of the performance of the members of the Executive
Management and with the Group’s strategy. The performance criteria used to determine thevariable part of compensation of the members of the Executive Management, whether bonus or
allocation of stock options or performance shares, must be easy to set up and to explain, reflect
in a satisfactory manner the objectives of performance and economic development of the Group
at least in the medium term, take into account the Group’s social and environmental
responsibility issues, allow transparency towards the Company’ shareholders in the report on
corporate governance and during general shareholders’ meetings and correspond to theCompany's objectives and normal practices in terms of its managers’ compensation.

(v)

The Nomination and Compensation Committee shall monitor the progress of fixed and variable
compensation of the members of the Executive Management over several years having regard
to the Group’s performance.

(vi)

If applicable, especially with respect to the allocation of stock options or performance shares,13the Nomination and Compensation Committee shall ensure that these are justified by anobjective of strengthening convergence over the long term of the interests of the beneficiaries
and the Company.
(vii)

The same methodology shall apply for the appreciation of the compensation and benefits of themain non-executive managers of the Group of the Company and, more generally, of the policies
implemented in respect thereof.

(viii)

With respect to the matters referred to above, the Nomination and Compensation Committee
may formulate, on its own initiative or upon request of the Board of directors or the Executive
Management, any proposal or recommendation.

Review and proposal to the Board of directors regarding the rules for allocation of the annual amount
granted as compensation to the Board of directors by the general shareholders’ meeting
The Nomination and Compensation Committee proposes to the Board of Directors the allocation of theannual amount allocated by the general shareholders’ meeting as compensation to the Board members,
as well as the individual amounts to be paid in this respect to the members of the Board of directors,
taking into account, in particular, their effective participation in the Board and in the committees set up
by it, their respective charges and responsibilities and the time that they must devote to their duties.
The Nomination and Compensation Committee shall also make a proposal on the compensation
allocated to the Chairman of the Company’s Board of directors when the functions of Chairman of theBoard of Directors and Chief Executive Officer of the Company are separated.
Review and opinion on the Group’s compensation and profit-sharing policy
The Nomination and Compensation Committee issues an opinion on the proposals made by the
Executive Management concerning the Group's general compensation policy, as well as the terms andconditions for the granting of stock options and/or performance shares, the granting of free shares andthe implementation of employee share ownership plans, profit-sharing measures and any othercollective incentive plan for the employees of the Company or the Group.
Additional duties
The Nomination and Compensation Committee shall be consulted for recommendation to the Board of
directors on any compensations relating to additional duties that would be assigned, if applicable, by
the Board of directors to some of its members.
Article 2 - Composition of the Nomination and Compensation Committee
The Nomination and Compensation Committee shall be composed of three (3) members, of which two(2) are appointed among the independent Board members. They shall be appointed by the latter amongits members and after taking into consideration (notably) their independence and their competence withrespect to selection or compensation of executive officers of listed companies. The composition of theNomination and Compensation Committee may not include any executive officers.
The composition of the Nomination and Compensation Committee may be modified by the Board of
directors, and, in any case, must be modified in case of change in the general composition of the Boardof directors.
The term of office of the members of the Nomination and Compensation Committee shall match with
their term of office as Board members. It may be renewed at the same time as the latter.
The chairman of the Nomination and Compensation Committee shall be appointed among theindependent members of the Board of directors.
The secretariat of the Nomination and Compensation Committee’s works may be carried out by any

14person appointed by the chairman of the Nomination and Compensation Committee or in agreementwith him or her.
Article 3 – Meetings of the Committee
The Nomination and Compensation Committee may hold valid deliberations either in a meeting, or byphone or videoconference, under the same conditions as the Board of directors, upon convening by its
chairman or the secretary of the Nomination and Compensation Committee, on condition that at least
half its members participate in its works. Convening notices of meetings of the Nomination andCompensation Committee shall include an agenda and may be given verbally or by any other means.
The chairman of the Nomination and Compensation Committee chairs its meetings. Each meeting of
the Nomination and Compensation Committee must be of sufficient duration to allow for useful and indepth discussion of the agenda.
The Nomination and Compensation Committee takes its decisions by a simple majority of the members
attending the meeting, each member having one vote. In the event of a tie, the chairman of theNomination and Compensation Committee does not have a casting vote.
The Nomination and Compensation Committee meets as often as necessary, and in any event at least
twice a year, prior to any meeting of the Board of directors deciding on the situation of the members of
the Board of directors with regard to the independence criteria adopted by the Company, and in any
event prior to any meeting of the Board of directors deciding on the remuneration of the members of
the Executive Management or on the allocation of the annual amount allocated by the generalshareholders’ meeting to the compensation of the members of the Board of directors.
Article 4 - Compensation of Nomination and Compensation Committee members
The compensation of the Nomination and Compensation Committee members is set by the Board of
directors upon proposal of the Nomination and Compensation Committee.
The expenses incurred by the members of the Nomination and Compensation Committee for holding
its meetings (e.g. travels, hotels…) shall be reimbursed by the Company on presentation of supporting
documents.
Article 5 - Works of the Nomination and Compensation Committee
Within the strict framework of its missions, the Nomination and Compensation Committee may contact
the main Company’s officers after informing the Chairman of the Board of directors and subject toreporting back to the Board of directors thereon. The Nomination and Compensation Committee may
also request external technical studies relating to matters within its competence, at the Company’s
expense and within the limit of an annual budget which may be decided by the Board of directors, after
informing the Chairman of the Board of directors or the Board of directors itself and subject to reportingback to the Board of directors thereon. In such cases, the Nomination and Compensation Committee
shall seek to ensure the objectivity of the concerned expert.
The Nomination and Compensation Committee may give opinions or make recommendations to theBoard of directors on all matters relating to the missions as described above.
The secretary of the Nomination and Compensation Committee shall prepare the minutes of eachmeeting of the Nomination and Compensation Committee, which minutes shall be addressed to its
members and to the other members of the Board of directors.
The Nomination and Compensation Committee members and participants are subject to professionalsecrecy.

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Article 6 – Miscellaneous
The Nomination and Compensation Committee shall not, under any circumstances, replace the Boardof directors. In the event of discrepancies there were any contradiction between these internal rules of
the Nomination and Compensation Committee, on the one hand, and the internal rules of the Board of
directors, the by-laws of the Company or the law, on the other hand, the latter shall prevail.

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SCHEDULE 3
INTERNAL RULES OF THE CSR COMMITTEEThe CSR (corporate social responsibility) Committee is responsible for monitoring the inclusion of
corporate social responsibility matters in the definition and implementation of the Group’s strategy.
Article 1 - Duties of the Committee
The CSR Committee is responsible for the governance and monitoring of the Group’s social andenvironmental projects and for preparing the decisions of the Board of directors on environmental andsocial matters. The CSR Committee ensures that the Group responds to the social and environmental
challenges linked to its objective of developing artists and labels in the most appropriate way possible,
at each stage of their career and development, in all local markets around the world, with respect,expertise, fairness and transparency.
In this framework, the CSR Committee performs in particular the following specific tasks:(i)ensure that social and environmental responsibility issues (such as diversity and nondiscrimination policies and compliance and ethics policies) are taken into account in theGroup’s strategy and its implementation;(ii)

examining the non-financial performance statement on social and environmental mattersprovided for in Article L. 22-10-36 of the French Commercial Code;(iii)

examine the opinions expressed by investors, analysts and other third parties and, if applicable,
the potential action plan drawn up by the Company to improve the points raised in the socialand environmental field; and(iv)

review and assess the relevance of the Group’s social and environmental commitments andstrategic directions, in respect of the issues specific to its business and objectives, and monitor
their implementation.

The CSR Committee shall report regularly to the Board of directors on the exercise of its missions andshall immediately inform the latter of any difficulties encountered.
Article 2 - Composition of the Committee
The CSR Committee shall be composed of three (3) members, including the Chairman of the Board of
directors and one (1) member appointed among the independent Board members of the Board of
directors. They shall be appointed by the Board of directors, on the proposal of the Nomination andCompensation Committee. The composition of the CSR Committee may be modified by the Board of
directors, and in any case, must be modified in case of a change in the general composition of the Boardof directors.
The term of office of the members of the CSR Committee shall match with their term of office as Board
members. It may be renewed at the same time as the latter.
The chairman of the CSR Committee shall be appointed among the independent members of the Boardof directors.
The secretariat of the CSR Committee’s works may be carried out by any person appointed by thechairman of the CSR Committee or in agreement with him or her.
Article 3 – Meetings of the Committee
The CSR Committee may hold valid deliberations either in a meeting, or by phone or videoconference,
under the same conditions as the Board of directors, upon convening by its chairman or the secretary of
the CSR Committee, on condition that at least half its members participate in its works.

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Convening notices of meetings of the CSR Committee shall include an agenda and may be given
verbally or by any other means.
The chairman of the CSR Committee chairs its meetings. Each meeting of the CSR Committee must beof sufficient duration to allow for useful and in-depth discussion of the agenda.
The CSR Committee takes its decisions by a simple majority of the members attending the meeting,each member having one vote. In the event of a tie, the chairman of the CSR Committee does not havea casting vote.
The CSR Committee shall meet as often as necessary and, in any case, at least once a year.
Article 4 – Compensation of CSR Committee members
The compensation of the CSR Committee members is set by the Board of directors upon proposal of
the Nomination and Compensation Committee.
The expenses incurred by the members of the CSR Committee for holding its meetings (e.g. travels,
hotels…) shall be reimbursed by the Company on presentation of supporting documents.
Article 5 - Works of the CSR Committee
The CSR Committee may give opinions or make recommendations to the Board of directors on all
matters relating to the missions as described above.
The secretary of the CSR Committee shall prepare the minutes of each meeting of the CSR Committee,
which minutes shall be addressed to its members and to the other members of the Board of directors.
The CSR Committee members and participants are subject to professional secrecy.
Article 6 – Miscellaneous
The CSR Committee shall not, under any circumstances, replace the Board of directors. In the event of
discrepancies between these internal rules of the CSR Committee, on the one hand, and the internal
rules of the Board of Directors, the by-laws of the Company or the law, on the other hand, the lattershall prevail.

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