exv10w38






Exhibit 10.38



Below is a
list of omitted schedules from the Shareholders Agreement dated
December 17, 2009, by and among Willis Europe BV, Astorg
Partners, and the other parties thereto. The Company agrees to furnish
supplementally a copy of any of these omitted schedules to the SEC upon request.







	 	 	 
	Schedule P1:

	 	List of the Original Lucas Shareholders
	 
	 	 
	Schedule P2:

	 	List of the Original Gras Shareholders
	 
	 	 
	Schedule (C)

	 	Allocation of the Securities as at
the date hereof
	 
	 	 
	Schedule (E)

	 	Allocation of Manco1’s share capital and list of the
Original Managers
	 
	 	 
	Schedule (J):

	 	Chart of the Group
	 
	 	 
	Schedule (L)

	 	Contemplated allocation of the Securities as at January
1st, 2010
	 
	 	 
	Schedule 1(C)

	 	Transparency
	 
	 	 
	Schedule 8.4

	 	Examples of the application the Distribution Fundamentals
in the case of various types of Sales
	 
	 	 
	Schedule 8.7

	 	Examples of the application of the Distribution
Fundamentals in the case of exercise of the Call Options or
Willis Put Options
	 
	 	 
	Schedule 8.8

	 	Examples of the application of the Distribution
Fundamentals in the case of exercise of the Lucas Parties’
Put Options
	 
	 	 
	Schedule 8.9

	 	Examples of the application of the Distribution
Fundamentals in the case of exercise of the Lucas Parties’
Put Options
	 
	 	 
	Schedule 17.1

	 	Methodology to be applied in computing Willis Correduria’s
consolidated reserves as at December 31, 2009
	 
	 	 
	Schedule 20.2:

	 	Form of Instrument of Adherence






 









 






December 17, 2009





	 	(1)	 	Astorg IV FCPR;
	 
	 	(2)	 	Financière Muscaris
IV;
	 
	 	(3)	 	Willis Europe BV;
	 
	 	(4)	 	Lucaslux;
	 
	 	(5)	 	Financière Natelpau; 
	 
	 	(6)	 	Maera;
	 
	 	(7)	 	Simon Minco EURL;
	 
	 	(8)	 	PRPHI EURL;
	 
	 	(9)	 	Dream management 1;
and
	 
	 	(10)	 	Dream Management 2.





 






SHAREHOLDERS’ AGREEMENT

WITH RESPECT TO

GS & CIE GROUPE (FORMERLY SOLEIL)



 





	 	 	 
	 

	 	






 









 






Table of Contents




	 	 	 	 	 
	 	 	Page	 
	1. Definitions and interpretation
	 	 	7	 
	1.1 Definitions
	 	 	7	 
	1.2 Principles of Construction
	 	 	33	 
	1.3 Willis Accessing Transferees
	 	 	33	 
	2. Corporate Bodies of the Company
	 	 	35	 
	2.1 The President
	 	 	35	 
	2.2 The Executive Committee
	 	 	35	 
	2.3 Composition of the Supervisory Board
	 	 	37	 
	2.4 Removal and Replacement of Supervisory Board Members
	 	 	39	 
	2.5 Term of Supervisory Board Members
	 	 	39	 
	2.6 New Classes of Supervisory Board Members or Increase in the number of a
Class of Voting Shares’ nominees
	 	 	40	 
	2.7 Committees
	 	 	42	 
	3. Governance of the Group
	 	 	43	 
	3.1 Implementation
	 	 	43	 
	3.2 Reserved Matters requiring prior consent
	 	 	43	 
	3.3 Matters requiring information
	 	 	49	 
	3.4 Management
	 	 	49	 
	3.5 Provisions regarding Bidco and the Targets
	 	 	49	 
	4. Shareholders’ decisions
	 	 	50	 
	4.1 Shareholders’ Resolutions
	 	 	50	 
	4.2 Resolutions of the holders of a Class of Voting Shares
	 	 	51	 
	5. Agreed Restructuring Plan
	 	 	53	 
	5.1 Negotiations of an Agreed Restructuring Plan
	 	 	53	 
	5.2 Approval and implementation of an Agreed Restructuring Plan
	 	 	53	 
	6. Reports, Information and Monitoring
	 	 	54	 
	6.1 Information of the Supervisory Board
	 	 	54	 
	6.2 Direct Parties subject to ERISA Rules
	 	 	55	 
	6.3 Control of financial accounts
	 	 	56	 
	7. General principles regarding Transfers
	 	 	57	 
	7.1 Lock-up
	 	 	57	 
	7.2 Principles
	 	 	58	 
	7.3 Transfer Notice
	 	 	59	 
	8. Valuation of Securities
	 	 	60	 
	8.1 Preferential Distribution
	 	 	60	 
	8.2 Allocation of the Distribution Amount
	 	 	61	 
	8.3 Distribution Fundamentals
	 	 	61	 
	8.4 Application in the case of a Sale
	 	 	63	 
	8.5 Significant Partial Sale
	 	 	65	 
	8.6 Non-Significant Partial Sale
	 	 	68	 
	8.7 Application in the case of exercise of the Call Options or Willis Put Options

	 	 	68	 
	8.8 Application in case of exercise
of the Lucas Parties’ Put Options
	 	 	69	 
	8.9 Application in the case of a refinancing of the Subordinated
Convertible Bonds
	 	 	71	 
	8.10 Application in the case of an IPO
	 	 	71	 
	8.11 Application in case of a Merger
	 	 	72	 
	8.12 Valuation of Securities other than Shares
	 	 	73	 
	9. Permitted Transfers and prohibition of indirect Transfers
	 	 	74	 






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	 	 	Page	 
	9.1 Scope of the Permitted Transfers
	 	 	74	 
	9.2 Transfer Notice
	 	 	75	 
	9.3 Prohibition of indirect Transfers
	 	 	75	 
	10. Willis’ Call Options and put options granted by Willis
	 	 	77	 
	10.1 Grant of the Call Options
	 	 	78	 
	10.2 Calculation of the Notification Enterprise Value and Estimated
Notification Equity Value and Prices
	 	 	78	 
	10.3 Notification of Willis’ intention and grant of the Willis Put Options
	 	 	80	 
	10.4 Calculation of the Final Notification Equity Value and Prices
	 	 	81	 
	10.5 Calculation of the Call Enterprise Value and the Estimated Call Equity
Value and Prices
	 	 	82	 
	10.6 Exercise of the Call Options
	 	 	83	 
	10.7 Exercise of the Willis Put Options
	 	 	84	 
	10.8 Final Consideration for the Option Securities
	 	 	85	 
	10.9 Completion of the Transfers upon exercise of the Call Options or Willis
Put Options and under the First and 

   Second Conditional Sales
	 	 	85	 
	10.10 Calculation of the Final Call Equity Value and Prices
	 	 	86	 
	10.11 Payment of the consideration upon exercise of the Call Options
	 	 	87	 
	10.12 Payment of the consideration upon exercise of the Willis Put Options
	 	 	90	 
	10.13 Liquidity of the Lucas Shareholders
	 	 	92	 
	10.14 Mancos Call Options
	 	 	93	 
	10.15 Miscellaneous
	 	 	95	 
	11. Liquidity of the Parties
	 	 	96	 
	11.1 Auction Bid Process
	 	 	96	 
	11.2 Drag Along
	 	 	99	 
	11.3 Liquidity of the Lucas Shareholders
	 	 	101	 
	12. Restrictions on Transfers
	 	 	103	 
	12.1 Pre-emption Right
	 	 	103	 
	12.2 Total Tag Along Right
	 	 	105	 
	12.3 Proportional Tag Along Right
	 	 	106	 
	12.4 Exercise of the Pre-emption Right, the Total Tag Along Right and the
Proportional Tag Along Right
	 	 	107	 
	12.5 Completion of a Transfer
	 	 	109	 
	12.6 Exercise of the Total Tag Along Right by the Lucas Shareholders
	 	 	109	 
	13. Initial Public Offering
	 	 	110	 
	14. Lucas Parties’ Put Options
	 	 	112	 
	14.1 Conditions to the Put Options
	 	 	112	 
	14.2 Determination of the Base Put Value and Prices
	 	 	112	 
	14.3 Exercise of the Put Options
	 	 	113	 
	14.4 Completion of the Transfers upon exercise of the Put Options
	 	 	114	 
	14.5 Final consideration for the Put Securities
	 	 	116	 
	14.6 Earn out
	 	 	117	 
	14.7 Determination of the Final Put Value and Prices and payment of the
consideration for the Put Securities
	 	 	118	 
	14.8 Sale of securities issued by the Lucas Parties
	 	 	119	 
	14.9 Miscellaneous
	 	 	121	 
	15. Anti-Dilution Protection.
	 	 	122	 
	16. Recapitalization
	 	 	123	 
	17. Willis Correduria
	 	 	123	 
	17.1 Lump Sum Cash Payment
	 	 	123	 
	17.2 Distribution of Willis Correduria’s profits
	 	 	124	 
	17.3 Correduria Put and Call
	 	 	125	 
	18. Compliance with Laws
	 	 	128	 
	19. Non Compete and non Solicitation
	 	 	128	 






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	 	 	Page	 
	19.1 Willis Parties’ Undertakings
	 	 	128	 
	19.2 Reciprocal Obligations of Willis Parent and the Company
	 	 	129	 
	19.3 Financial Investors’ Undertakings
	 	 	131	 
	19.4 Lucas Parties’ Undertakings
	 	 	131	 
	19.5 Gras Parties’ Undertakings
	 	 	132	 
	19.6 Other Parties’ Undertakings
	 	 	132	 
	20. Miscellaneous
	 	 	133	 
	20.1 Lucas Representative
	 	 	133	 
	20.2 Accession
	 	 	133	 
	20.3 Agreement Manager
	 	 	134	 
	20.4 Affiliates
	 	 	134	 
	20.5 Confidentiality
	 	 	135	 
	20.6 Severability
	 	 	136	 
	20.7 Entire Agreement
	 	 	136	 
	20.8 Additional Information
	 	 	136	 
	20.9 Notices
	 	 	137	 
	20.10 Term
	 	 	139	 
	20.11 Binding Effect
	 	 	141	 
	20.12 Assignment
	 	 	141	 
	20.13 No Third Party Beneficiaries
	 	 	141	 
	20.14 Amendment; Waivers, etc.
	 	 	141	 
	20.15 Governing Law. Jurisdiction
	 	 	142	 
	20.16 Number of original copies
	 	 	144	 
	List of Schedules
	 	 	148	 






- iii -









 






SHAREHOLDERS’ AGREEMENT



THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of December 17, 2009, by
and between:





	(1)	 	Astorg Partners, a company (société par actions simplifiée) organized under
the Laws of France, having a share capital of €675,000 and its registered office at 68, rue
du Faubourg Saint-Honoré, 75008 Paris, France, registered with the French Registry of Commerce
and Companies under number 419 838 545 R.C.S. Paris, represented by Mr. Xavier Moreno or Mr.
Christian Couturier, duly authorized for the purposes hereof, and acting as the management
company (société de gestion) for and on behalf of the “fonds communs de placement à risques”
Astorg IV FCPR (hereinafter referred to as the “Original Fund”):
	 
	(2)	 	Financière Muscaris IV, a company (société par actions simplifiée) organized
under the Laws of France, having a share capital of €988,000 and its registered office at
68, rue du Faubourg Saint Honoré, 75008 Paris, France, registered with the French Registry of
Commerce and Companies under number 501 614 523 R.C.S. Paris, represented by Mr. Xavier Moreno
or Mr. Christian Couturier, duly authorized for the purposes hereof (hereinafter referred to
as “TeamCo”);
	 
	 	 	the Original Fund and TeamCo are hereinafter collectively referred to as the “Original
Financial Investors” and each individually, as an “Original Financial Investor”;
	 
	(3)	 	Willis Europe B.V., a limited company organized under the Laws of the
Netherlands, having its registered office at Marten Messweg 51, 3068 AV Rotterdam, Netherlands
and a mailing address at 51 Lime Street, London EC3M 7DQ, United Kingdom, represented by Ms.
Sarah Turvill or Mr. Geoff Butterfield, duly authorized for the purposes hereof (hereinafter
referred to as “Willis Europe”);
	 
	(4)	 	Lucaslux, a company (société à responsabilité limitée) organized under the
Laws of Luxembourg, having a share capital of €60,617,653 and its registered office at 145,
rue du Kiem, L-8030 Strassen, Luxembourg, registered with the Registry of Commerce and
Companies of Luxembourg under number B 149 762, represented by Mr. Patrick Lucas or Mr. Hubert
Moreno, duly authorized for the purposes hereof (hereinafter referred to as
“Lucaslux”);
	 
	(5)	 	Financière Natelpau, a company (société anonyme) organized under the Laws of
Luxembourg, having a share capital of €1,027,000 and its registered office at 1, rue des
Glacis, L-1628 Luxembourg, Luxembourg, registered with the Registry of Commerce and Companies
of Luxembourg under number B 148 397, represented by Mr. Emmanuel Gras, duly authorized for
the purposes hereof (hereinafter referred to as “Graslux”);
	 
	 	 	Lucaslux and Graslux are hereinafter collectively referred to as the “Original Family
Companies” and each individually, as an “Original Family Company”;
	 
	(6)	 	Maera, a company (société anonyme) organized under the Laws of Luxembourg,
having a share capital of €4,606,093 and its registered office at au 63-65 rue de Merl,




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	 	 	L-2146 Luxembourg, Luxembourg, registered with the Registry of Commerce and Companies of
Luxembourg under number 132 353, represented by Mr. Patrick Lambert or Mr. Hubert Moreno,
duly authorized for the purposes hereof (hereinafter referred to as “Maera”);
	 
	(7)	 	Simon Minco EURL, a company (enterprise unipersonnelle à responsabilité
limitée) organized under the Laws of France, having a share capital of €1,000 and its
registered office at 6bis, rue Jean Nicolas Collignon, 57000 Metz, France, registered with the
French Registry of Commerce and Companies under number 518 569 843 R.C.S. Metz, represented by
Mr. Pierre Simon, duly authorized for the purposes hereof (hereinafter referred to as
“Simon EURL”);
	 
	(8)	 	PRPHI EURL, a company (entreprise unipersonnelle à responsabilité limitée)
organized under the Laws of France, having a share capital of €2,734,110 and its registered
office at 13, rue du Tour des Portes, 56100 Lorient, France, registered with the French
Registry of Commerce and Companies under number 493 791 701 R.C.S. Lorient, represented by Mr.
Philippe Rouault or Mr. Hubert Moreno, duly authorized for the purposes hereof (hereinafter
referred to as “PRPHI”);
	 
	 	 	Maera, Simon EURL and PRPHI are hereinafter collectively referred to as the “MinCos”
and each individually, as a “MinCo”;
	 
	(9)	 	Dream Management 1, a company (société par actions simplifiée) organized
under the Laws of France, with a share capital of €5,600,001, having its registered office
at 120, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France, registered with the French
Registry of Commerce and Companies under number 518 454 152 RCS Nanterre, represented by Mr.
Patrick Lucas or Mr. Hubert Moreno, duly authorized for the purposes hereof (hereinafter
referred to as “Manco1”);
	 
	(10)	 	Dream Management 2 (formerly named Soleil Management 2), a company (société
anonyme) organized under the Laws of France, with a share capital of €4,700,001, having its
registered office at 120, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France,
registered with the French Registry of Commerce and Companies under number 518 556 212 R.C.S.
Nanterre, represented by Mr. Patrick Lucas or Mr. Hubert Moreno, duly authorized for the
purposes hereof (hereinafter referred to as “Manco2”);
	 
	 	 	Manco1 and Manco2 are hereinafter collectively referred to as the “Mancos” and each
individually, as a “Manco”;
	 
	 	 	the Original Financial Investors, Willis Europe, the Original Family Companies, the MinCos
and the Mancos are hereinafter collectively referred to as the “Original Direct
Parties” and each individually, as an “Original Direct Party”;
	 
	(11)	 	Such other Persons who may become owners of Securities (as such term is defined in
Section 1.1 below) and parties to this Agreement in accordance with the terms hereof (together
with the Original Direct Parties, the “Direct Parties”);
	 
	(12)	 	Each of the Persons identified in Schedule P1 hereto (hereinafter collectively
referred to, together with Mr. Lucas, as the “Original Lucas Shareholders”) and
represented by Mr. Patrick Lucas or Mr. Hubert Moreno, duly authorized for the purposes
hereof;




- 2 -









 






	 	 	the Original Direct Parties and the Original Lucas Shareholders are hereinafter collectively
referred to as the “Original Parties” and each individually, as an “Original
Party”;





IN THE PRESENCE OF:





	(13)	 	Willis Group Holdings Ltd, a public limited company organized under the Laws
of Bermuda, having its registered office at 20 Canon’s Court, 22 Victoria Street, Hamilton HM
12, Bermuda, registered with the Bermudan Companies Registry under number 30025 and
represented by Ms. Sarah Turvill or Mr. Geoff Butterfield, duly authorized for the purposes
hereof (hereinafter referred to as the “Original Willis Parent”);
	 
	(14)	 	Willis Group Holdings Plc, a public limited company organized under the Laws
of Ireland, having its registered office at Grand Mill Quay Barrow Street, Dublin 4, Ireland,
registered with the Ireland Companies Registry under number 475616 and represented by Ms.
Sarah Turvill or Mr. Geoff Butterfield, duly authorized for the purposes hereof (hereinafter
referred to as “WGH Plc”);
	 
	(15)	 	Willis Netherlands Holdings BV, a limited company (Besloten Vennootschap)
organized under the Laws of Netherlands, having its registered office at Piet Heinkade 55,
1000BH Amsterdam, the Netherlands, registered with the Trade Register of the Dutch Chamber of
Commerce under number 34367289 and represented by Ms. Sarah Turvill or Mr. Geoff Butterfield,
duly authorized for the purposes hereof (hereinafter referred to as “WNH BV”);






	 	 	the Original Willis Parent, WGH Plc and WNH BV are party to this Agreement in accordance with
Section 1.3 below and hereinafter collectively referred to as the “Willis Accessing
Transferees” and each individually, as a “Willis Accessing Transferees”;






	(16)	 	GS & Cie Groupe (formerly named Soleil), a company (société par actions
simplifiée) organized under the Laws of France, having a share capital of €118,564,674 and
its registered office at 120, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France,
registered with the French Registry of Commerce and Companies under number 515 061 141 R.C.S.
Nanterre, represented by Mr. Patrick Lucas or Mr. Hubert Moreno, duly authorized for the
purposes hereof (hereinafter referred to as the “Company”) being a party to this
Agreement for the sole purpose of Section 1, Section 10, Section 14, Section 17, Section 19
and Section 20;
	 
	(17)	 	Gras Savoye SA, a company (société anonyme) organized under the Laws of
France with a share capital of €1,462,600, having its registered office at 2 to 8 rue
Ancelle, 92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and
Companies under number 311 248 637 RCS Nanterre, and represented by Mr. Patrick Lucas or Mr.
Hubert Moreno, duly authorized for the purposes hereof (hereinafter referred to as “Gras
Savoye SA”) being a party to this Agreement for the sole purpose of Section 1, Section 17
and Section 20;
	 
	(18)	 	Gras Savoye Euro Finance, a company (société anonyme), organized under the
Laws of Belgium, having its registered office at 4020 Liège 2, Quai des Vennes, 18-




- 3 -









 






	 	 	20, Belgium, registered under number 0403.276.015 and represented by Mr. Patrick Lucas or
Mr. Hubert Moreno, duly authorized for the purposes hereof (hereinafter referred to as
“GS Eurofinance”) being a party to this Agreement for the sole purpose of Section 1,
Section 17 and Section 20;




the Willis Accessing Transferees, the Company, Gras Savoye SA and GS Eurofinance are hereinafter
collectively referred to as the “Original Ancillary Parties” and each individually, as an
“Original Ancillary Party”.







- 4 -









 








RECITALS




WHEREAS:





	(A)	 	On the date hereof, pursuant to an investment and share purchase agreement dated November 18,
2009 entered into by and among, inter alia, the Original Parties, GS Financière (formerly
named Alcée), a société par actions simplifiée formed and existing under the Laws of France,
with a share capital of €349,700,00, having its registered office at 120, avenue Charles de
Gaulle, 92200 Neuilly-sur-Seine France, registered with the French Registry of Commerce and
Companies under number 517 842 811 R.C.S. Nanterre (“Bidco”), has acquired 94.99%
(including treasury shares at the denominator) of the share capital and 99.96% of the voting
rights of Gras Savoye & Cie, a société par actions simplifiée organized under the Laws of
France with a share capital of €1,462,860, having its registered office at 2, rue Ancelle,
92200 Neuilly-sur-Seine, France, registered with the French Registry of Commerce and Companies
under number 457 509 867 RCS Nanterre (“GSC”), which in turn, directly owns more than
99% of the share capital and voting rights of Gras Savoye SA, (collectively with
GSC, the “Targets”);
	 
	(B)	 	In order to partially finance the acquisition of the shares in GSC by Bidco, the Company
granted a shareholder’s loan to Bidco and subscribed for shares issued by Bidco;
	 
	(C)	 	In order to partially finance this shareholder’s loan and this subscription, each Original
Direct Party has subscribed for the Securities (as such term is, and such other capitalized
terms as are used without definition in these Recitals are, defined in Section 1.1 below) set
forth opposite its name in the table appearing in Schedule (C);
	 
	(D)	 	On the date hereof, the Original Direct Parties collectively own 100% of the Shares and 100%
of the Company’s voting rights;
	 
	(E)	 	On the date hereof, the share capital of Manco1 is allocated as set forth in
Schedule (E); 59.82% of Manco1’s share capital is owned by certain key managers of the
Group Companies listed in Schedule (E) (the “Original Managers”);
	 
	(F)	 	On the date hereof, the Original Fund, Willis Europe, certain Original Lucas Shareholders,
Lucaslux, Graslux, Manco1 and the Original Managers have entered into a shareholders’
agreement to organize their relationships as shareholders of Manco1 (the “Manco1
Shareholders’ Agreement”);
	 
	(G)	 	3,913,043 Class 2 Non-Voting Shares with Warrants attached were subscribed on the date hereof
by Manco2;
	 
	(H)	 	Manco2 has been financed by an issuance of ordinary shares fully subscribed by Willis Europe,
certain Original Lucas Shareholders and the Original Fund with a view of selling such ordinary
shares to other managers of the Group Companies (“Manco2”) through a public offer
(offre au public) process prior to July 31, 2010;




- 5 -









 












	(I)	 	Upon acquisition of Manco2 ordinary shares by managers of the Group Companies, those
managers, the Original Fund, Willis Europe, certain Original Lucas Shareholders, Lucaslux,
Graslux and Manco2 will enter into a shareholders’ agreement to organize their relationships
as shareholders of Manco2 (the “Manco2 Shareholders’ Agreement”) on the basis of the
term sheet attached as Schedule 10.2 to the Investment and Share Purchase Agreement;
	 
	(J)	 	Schedule (J) sets forth a chart of the companies Controlled, directly or indirectly,
by the Company, including Bidco and the Targets;
	 
	(K)	 	The Original Lucas Shareholders hold all the Lucas Securities issued by Lucaslux on the date
hereof;
	 
	(L)	 	It is contemplated that (i) Willis Europe will Transfer its Subordinated Convertible Bonds to
the Original Willis Parent on the date hereof, (ii) the Original Willis Parent will Transfer
such Subordinated Convertible Bonds to WGH Plc on January 1st, 2010 and, then (iii)
WGH Plc will Transfer such Subordinated Convertible Bonds to WNH BV; after those Transfers,
each of the Direct Parties will hold the Securities set forth opposite its name in the table
appearing in Schedule (L);
	 
	(M)	 	The Original Parties wish to set forth their mutual agreement with respect to certain matters
relating to the Securities and the governance of the Company and its Subsidiaries.




- 6 -









 










NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Parties and the
Ancillary Parties hereto hereby agree as follows:





	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	Definitions
	 
	 	 	In addition to such terms as are defined elsewhere in this Agreement (including in the
Recitals) the following words and expressions shall have the following meanings:
	 
	 	 	“1592 Arbitrator” means the Agreed 1592 Arbitrator or, in the event that the
Agreed 1592 Arbitrator is unable or not willing to perform any of his missions under this
Agreement, an Appointed 1592 Arbitrator;
	 
	 	 	“Admissible Offer” means a bona fide offer to acquire, directly or indirectly, a
specified amount of Securities for cash and/or Cash Equivalent and which:






	 	(a)	 	is made in writing by a Third Party or a Party after the expiration of the
Standstill Period;
	 
	 	(b)	 	indicates:






	 	(i)	 	the number and type of Securities proposed to be
acquired;
	 
	 	(ii)	 	the global consideration offered for all the Securities
proposed to be acquired (and in the event of a Transfer for Non-Cash
Consideration, the offer shall include a valuation in Euro of such Non-Cash
Consideration);
	 
	 	(iii)	 	the Global Valuation expressed in Euro on which is based
the offer;
	 
	 	(iv)	 	the terms and conditions of the offer; and
	 
	 	(v)	 	the name and address of the Person making the offer and,
if that Person is an Entity, of each Person which Controls it directly or
indirectly;






	 	(c)	 	is not conditional upon completion of any due diligence or any conditions
precedent within the direct control of the Person making the offer;
	 
	 	(d)	 	does not require any non compete or non solicitation undertakings from the
Parties in addition to those set forth in Section 19; and
	 
	 	(e)	 	if made by a Third Party, includes the irrevocable commitment of such Third
Party to execute and deliver to the Parties an Instrument of Adherence on the date of
completion of the proposed Transfer at the latest;






	 	 	“Admissible Transfer of Lucas Securities” means a Transfer of Lucas Securities
which will not result in any of the Lucas Parties becoming a Defaulting Party;




- 7 -









 






	 	 	“Affiliate” when used with reference to a specified Person, means any other Person
that directly or indirectly through one or more intermediaries Controls, is Controlled by,
is Controlling, or is under the same Control as, such specified Person; it being specified
that (a) a fund shall be deemed to be Controlled by the company managing or advising such
fund, (b) a société en commandite shall be deemed to be Controlled by its unlimited
partners (associés commandités) or by the Person Controlling its unlimited partners
(associés commandités) and (c) TeamCo shall be deemed to be an Affiliate of the Original
Fund but an Affiliate of TeamCo shall not be deemed to be an Affiliate of the Original
Fund;






	 	 	“Agreed 1592 Arbitrator” means a partner at an international accounting firm
mutually acceptable to the Direct Parties; if the Direct Parties are not able to agree on
such accounting firm by December 31, 2010, then an arbitrator from a nationally recognized
accounting firm that is not the independent auditor for either any of the Direct Parties
or any of the Group Companies, or any of their respective Affiliates, shall be appointed
by the Président of the Nanterre Commercial Court (Tribunal de commerce), at the request
of the first Direct Party to apply; the Agreed 1592 Arbitrator shall act as an arbitrator
pursuant to Article 1592 of the French Civil Code (Code civil) in order to determine the
price for the Option Securities and the Securities held by the Mancos pursuant to
Section 10 and the price for the Put Securities pursuant to Section 14, provided
that:






	 	(a)	 	in the event that this Person appointed as Agreed 1592 Arbitrator is unable
or not willing to perform his missions in 2014 under Section 10, the Appointed 1592
Arbitrator who will calculate the Final Notification Equity Value and Prices shall be
deemed to be the Agreed 1592 Arbitrator for the missions to be performed in 2015
under Section 10, and
	 
	 	(b)	 	in the event that this Person appointed as Agreed 1592 Arbitrator, is
unable or not willing to determine the Base Put Value and Prices under Section 14.2,
the Appointed 1592 Arbitrator who will calculate the Base Put Value and Prices shall
be deemed to be the Agreed 1592 Arbitrator who may calculate the Final Put Value and
Prices pursuant to Section 14.7;






	 	 	“Agreed Restructuring Plan” means a plan which aims at preventing or curing a
Bankruptcy Proceeding, provided that all the following conditions are met:






	 	(a)	 	the Company and/or Bidco and/or any of the Targets shall be subject to a
Triggering Event;
	 
	 	(b)	 	the terms and conditions of such plan shall have been approved by the
Senior Lenders (or applicable majority) pursuant to the terms of the Finance
Documents;
	 
	 	(c)	 	the terms and conditions of such plan shall have been negotiated with the
Senior Lenders by the Initiating Class Members;
	 
	 	(d)	 	any issuance of Securities within such plan shall be offered on a pari
passu basis to all the Direct Parties in accordance with Section 15 (Anti-Dilution
Protection) and a fairness opinion from a reputable financial adviser shall have been
obtained on this New Issuance; and




- 8 -









 












	 	(e)	 	in no event, such plan shall restrict the rights that the Parties may have
regarding Transfers of Securities or Lucas Securities or otherwise release any of the
Parties from its obligations regarding Transfers of Securities or Lucas Securities;
in particular, any Transfer to be completed in the context of such plan shall be
subject to all of the provisions of Chapter II (Transfers) regarding Transfers of
Securities or Lucas Securities;






	 	 	“Agreement” has the meaning ascribed to it in the Preamble;






	 	 	“Agreement Manager” shall mean the Company represented by the Supervisory Board in
its capacity as manager of this Agreement in accordance with Section 20.3;






	 	 	“Ancillary Parties” means the Original Ancillary Parties other than the Willis
Accessing Transferees (a) which have become Direct Parties by acquiring Securities or (b)
which have ceased to be bound by this Agreement in accordance with Section 1.3;






	 	 	“Annual Accounts” means the audited consolidated and corporate annual accounts of
the Company and its Subsidiaries for a Financial Year, prepared in accordance with the
applicable accounting methods and principles and the audited consolidated and corporate
profit and loss account and cash flow statement for the twelve (12) month period prior to
the date of the annual accounts and the audited consolidated and corporate balance sheet
as at the date of the annual accounts and the notes thereon, it being agreed that, for
Financial Years 2013 and 2014, the Annual Accounts shall include all supplemental
schedules or information, reviewed by the auditors of the Company, necessary for the
calculation of the Notification Enterprise Value, Estimated Notification Equity Value,
Final Notification Equity Value, Call Enterprise Value, Estimated Call Equity Value and
the Final Call Equity Value;






	 	 	“Annual Budget” means for any Financial Year, a reasonable twelve-month
consolidated forecast of the operations of the Company, including consolidated profit and
loss, cash flow and balance sheet forecasts and all other significant information
concerning the strategy of the Group and any other decisions that are expected to be a
Reserved Matter, as well as any other matters requested by the Supervisory Board from time
to time, as approved by the Supervisory Board and as revised from time to time in
accordance with the terms of this Agreement;






	 	 	“Applicable Actions” with respect to any Direct Party means all applicable actions
that such Direct Party can lawfully take as a Shareholder of the Company, including voting
through any Voting Shares owned by it, causing its nominee or nominees on the Supervisory
Board of the Company to vote at meetings (or to absent themselves from such meetings) and
to take any other actions which may be taken by them, causing the representatives of the
Company and/or any of the other Group Companies at shareholder or board level or other
similar organizational body meetings to vote and take any other actions which may be taken
by them;






	 	 	“Appointed 1592 Arbitrator” means, in the event that the Agreed 1592 Arbitrator is
unable or not willing to perform any of his missions under this Agreement, the other
arbitrator acting under Article 1592 of the French Civil Code (Code civil) appointed by
the Président of the Nanterre Commercial Court (Tribunal de commerce)




- 9 -









 






	 	 	pursuant to Section 10 or Section 14;






	 	 	“Attorney-in-Fact” has the meaning ascribed to it in Section 11.2;






	 	 	“Auction Bid Initiator” has the meaning ascribed to it in Section 11.1;






	 	 	“Auction Bid Notice” has the meaning ascribed to it in Section 11.1;






	 	 	“Auction Bid Process” has the meaning ascribed to it in Section 11.1;






	 	 	“Audit Committee” has the meaning ascribed to it in Section 2.7;






	 	 	“Authorized Group” means each of the following group of Direct Parties:






	 	(a)	 	the Financial Investors after consultation of the Lucas Parties and the
Gras Parties, and
	 
	 	(b)	 	from the Family Date, the Lucas Parties, provided that:






	 	(i)	 	no Auction Bid Process is in process,
	 
	 	(ii)	 	the Financial Investors did not initiate an Auction Bid
Process three (3) months after the service by the Lucas Parties of a notice
requiring the initiation of an Auction Bid Process, and
	 
	 	(ii)	 	the Lucas Parties cannot exercise the Drag Along Right
unless the Full Exit resulting therefrom allows a Project Multiple at least
equal to two (2) times,






	 	(c)	 	from the Family Date, the Gras Parties, provided that:






	 	(i)	 	no Auction Bid Process is in process,
	 
	 	(ii)	 	the Financial Investors did not initiate an Auction Bid
Process three (3) months after the service by the Gras Parties of a notice
requiring the initiation of an Auction Bid Process, and
	 
	 	(ii)	 	the Gras Parties cannot exercise the Drag Along Right
unless the Full Exit resulting therefrom allows a Project Multiple at least
equal to two (2) times,






	 	(d)	 	from the Willis Date, the Willis Parties, and
	 
	 	(e)	 	any other Direct Party which would become entitled to appoint two (2)
nominees at the Supervisory Board in accordance with Section 2.6, and






	 	 	Should the number of Supervisory Board Members which an Authorized Group may nominate is
reduced from two (2) to one (1), such Authorized Group shall lose its right to initiate an
Auction Bid Process and/or its right to exercise a Drag Along Right under Section 11;
However, notwithstanding the foregoing, the rights of the Gras Parties to initiate an
Auction Bid Process and/or to exercise a Drag Along Right under Section 11 shall be
maintained as long as they are entitled to appoint at least




- 10 -









 






	 	 	one (1) nominee at the Supervisory Board;






	 	 	“Bankruptcy Proceedings” means a “procédure de sauvegarde”, “redressement
judiciaire”, “liquidation judiciaire”, “administration judiciaire”, “suspension provisoire
des poursuites”, “cessation des paiements” or any similar proceedings under applicable Law
in any competent jurisdiction;






	 	 	“Base Put Equity Value” has the meaning ascribed to it in Schedule 1B;






	 	 	“Base Put Price” with respect to a Security, means the price of such Security
determined in accordance with the rules set forth in Section 8 on the basis of a
Distribution Amount equal to the Base Put Equity Value and a Put Options Completion Date
deemed to occur on the date of Cessation;






	 	 	“Base Put Value and Prices” means the Base Put Equity Value and the Base Put Price
of each type of Security;






	 	 	“Best Global Offer” means the Global Offer received in the context of an Auction
Bid Process offering the highest price to be paid in cash or Cash Equivalent provided
that in the event that the terms and conditions of a Global Offer include a
requirement for representations and warranties from the Parties (other than
representations and warranties with respect to title and capacity), the price referred to
in such Global Offer shall, for the purposes of this definition, be deemed to be decreased
by an amount equal to the maximum liability specified in such Global Offer in respect of
such representations and warranties;






	 	 	“BidCo” has the meaning ascribed to it in the Recitals;






	 	 	“Business Activities” means any business activities which consist in insurance and
reinsurance broker services, risk management consulting services and risk modeling to
clients worldwide and directly related services, provided that, for the purposes
of Section 19.1, the “Business Activities” shall not include treaty reinsurance;






	 	 	“Business Day” means every day except Saturdays, Sundays and statutory holidays in
Paris, France, and London, United Kingdom, on which the main commercial banks in Paris and
London are open for the transaction of normal banking business;






	 	 	“By-Laws” shall mean, as the context requires, the Company’s By-Laws, or the
By-Laws of any other Group Company.






	 	 	“Call Appointment Date” means the date on which the Agreed 1592 Arbitrator is
provided with the Annual Accounts for the Financial Year ended on December
31st, 2014;






	 	 	“Call Enterprise Value” has the meaning ascribed to it in Schedule 1(B);






	 	 	“Call Options Exercise Notice” has the meaning ascribed to it in Section 10.6;






	 	 	“Call Options” has the meaning ascribed to it in Section 10.1;






	 	 	“Call Options Exercise Period” has the meaning ascribed to it in Section 10.6;




- 11 -









 












	 	 	“Cash Equivalent” means securities which are listed and actively traded on an
Eligible Stock Exchange so that they could be disposed of in thirty (30) days at the rate
of daily sales of shares representing 10% of the average daily volume over the last six
(6) months;






	 	 	“Cash Flows Paid” means, for any specified Person (a) all sums paid to the
Company, a Group Company, Manco1 or Manco2 in respect of subscription for securities on
the date hereof (including the Securities but excluding the Vendors Bonds), (b) all other
sums paid after this date to subscribe for Securities, Lucas Securities or securities
issued by a Group Company, Manco1 or Manco2 or in respect of every advance granted to the
Group or to Manco1 or Manco2 after this date or (c) all sums paid to acquire Securities,
Lucas Securities or securities of a Group Company, of Manco1 or of Manco2, it being agreed
that there will be excluded from the Cash Flows Paid the flows between a Party and its
Affiliates so that they are considered to form one single person between the date hereof
and the date of the Distribution ;






	 	 	“Cash Flows Received” means, for any specified Person, all sums received by that
Person (a) from the Group or from Manco1 or Manco2, or, subject to the Transparency, from
a Lucas Party, by reason or because of the fact of the holding of securities (including
the Securities but excluding the Vendors Bonds) subscribed or acquired by that Person
(dividends, interest, capital reduction, etc.) or from the repayment of any advance
(including any interest and any compensation due, as the case may be, in respect of such
advance) granted by that person to a Group Company or Manco1 or Manco2, or subject to the
Transparency, to a Lucas Party or (b) as consideration for the Transfer of Securities,
Lucas Securities or securities of a Group Company or Manco1 or Manco2 held by that Person
or of debts of the Group Companies or Manco1 or Manco2 or, subject to the Transparency, a
Lucas Party, it being agreed:






	 	(i)	 	that in the case of an IPO, the price per Share will be equal to the
average of the highest price and the lowest price calculated by reference to the
price range proposed immediately before the IPO by the banks mandated for this
purpose;
	 
	 	(ii)	 	that there will be excluded from the Cash Flows Received flows between a
Shareholder and its Affiliates so that they are considered to form one single Person
between the date hereof and the date of the Distribution ; and
	 
	 	(iii)	 	that there will be deducted the total external expenses or associated
costs reasonably borne by the relevant person and linked to the completion of the
Distribution ;






	 	 	“Cause” means:






	 	(a)	 	the Company, Bidco or any of the Targets is subject to a Triggering Event;
	 
	 	(b)	 	Mr. Lucas is subject to a prohibition from managing a company;
	 
	 	(c)	 	Disability of Mr. Lucas;




- 12 -









 












	 	(d)	 	a Gross Misconduct of Mr. Lucas;
	 
	 	(e)	 	a material breach of this Agreement by Mr. Lucas and (except in any case
where such breach is incapable of remedy when no continuation or notice as is
hereinafter mentioned will be required) such breach continues for the period of
fifteen (15) Business Days next following the earliest service by a Financial
Investor or a Willis Party on Mr. Lucas of a notice identifying in reasonable details
the nature of the breach and the Section(s) breached and requiring the same to be
remedied; or
	 
	 	(f)	 	a default of payment under the Finance Documents;






	 	 	“Cessation” means, if Mr. Lucas is appointed as President, the removal of Mr.
Lucas from his functions of President or his non-renewal in his functions of President
where he has solicited his renewal;






	 	 	“Claimant Party” has the meaning ascribed to it in Section 20.15(b);






	 	 	“Class (of Voting Shares)” means the Class 1A Shares, the Class 1B Shares, the
Class 1C Shares and the Class 1D Shares in each case existing at the date hereof, the
Ordinary Shares and, as the case may be, any other Class of Voting Shares automatically
created pursuant to Section 2.6 hereof and the Company’s By-Laws, it being agreed that:






	 	(a)	 	Voting Shares Transferred by the holder of Voting Shares of a certain Class
to a holder of Voting Shares of another Class shall be converted in nature to that
other Class and belong, as of the completion of such Transfer, to the Class of Voting
Shares held by that Transferee,
	 
	 	(b)	 	any new Voting Shares issued to a holder of a certain Class of Voting
Shares (including as a result of conversion or exercise of Securities) or to an
Affiliate of a holder of a certain Class of Voting Shares shall belong, as of the
completion of such issuance, to the Class of Voting Shares held by the subscriber or
the Affiliate of the Subscriber,
	 
	 	(c)	 	any Voting Share Transferred to a Third Party which is neither a Willis
Entity, nor an Affiliate of the Financial Investors, nor a Lucas Entity, nor a Gras
Entity shall become, as of the Completion of such Transfer, an Ordinary Share
irrespective of its original Class,
	 
	 	(d)	 	any Voting Share Transferred to a Third Party which is a Willis Entity
shall become, as of the completion of such Transfer, a Class 1A Share irrespective of
its original Class,
	 
	 	(e)	 	any Voting Share Transferred to a Third Party which is an Affiliate of the
Financial Investors shall become, as of the completion of such Transfer, a Class 1B
Share irrespective of its original Class,
	 
	 	(f)	 	any Voting Share Transferred to a Third Party which is a Lucas Entity shall
become, as of the completion of such Transfer, a Class 1C Share irrespective of its
original Class,




- 13 -









 












	 	(g)	 	any Voting Share Transferred to a Third Party which is a Gras Entity shall
become, as of the completion of such Transfer, a Class 1D Share irrespective of its
original Class, and
	 
	 	(f)	 	each Class of Voting Shares (other than the Ordinary Shares) entitles their
holders to designate or remove a certain number of Supervisory Board Members but
otherwise all the Voting Shares shall have the same voting rights;






	 	 	“Class 1A Member” has the meaning ascribed to it in Section 2.3;






	 	 	“Class 1B Member” has the meaning ascribed to it in Section 2.3;






	 	 	“Class 1C Member” has the meaning ascribed to it in Section 2.3;






	 	 	“Class 1D Member” has the meaning ascribed to it in Section 2.3;






	 	 	“Class 1A Share” means any Voting Share held by a Willis Party;






	 	 	“Class 1B Share” means any Voting Share held by the Financial Investors or any of
their Affiliates;






	 	 	“Class 1C Share” means any Voting Share held by the Lucas Parties






	 	 	“Class 1D Share” means any Voting Share held by the Gras Parties;






	 	 	“Class 2 Non-Voting Shares” means the 8,695,652 Shares without voting rights
issued with Warrants attached to Manco1 and Manco2 by the Company in accordance with
Articles L. 228-11 et seq. of the French Commercial Code (Code de commerce);






	 	 	“Class 3 Non-Voting Shares” means the 1,120,000 Shares without voting rights
issued to the MinCos by the Company in accordance with Articles L. 228-11 et seq. of the
French Commercial Code (Code de commerce);






	 	 	Class 4 Non-Voting Shares” means the Shares without voting rights to be issued by
the Company upon conversion of the Vendors Bonds in accordance with Articles L. 228-11 et
seq. of the French Commercial Code (Code de commerce);






	 	 	“Class Representatives” has the meaning ascribed to it in Section 4.2(a);






	 	 	“Committees” has the meaning ascribed to it in Section 2.7;






	 	 	“Company” as the meaning ascribed to it in the Recitals;






	 	 	“Company’s By-Laws” has the meaning ascribed to it in Section 2; a copy of the
Company’s By-Laws current as of the date hereof is attached at Schedule 1(A);






	 	 	“Competitor” means a Person (other than a Willis Entity) (a) having its principal
business in any of the Business Activities or (b) with an Affiliate having its principal
business in any of the Business Activities;




- 14 -









 












	 	 	“Concert” means the “concert” as defined in Article L. 233-10 of the French
Commercial Code (Code de commerce) other than the concert between the Direct Parties which
may result from this Agreement, it being specified that, for the purposes hereof, the word
“control” used in Article L. 233-10 of the French Commercial Code (Code de commerce);






	 	 	“Confirming Notifications” has the meaning ascribed to it in Section 10.3;






	 	 	“Control” when used with respect to a Person, means “control” as defined in
Article L. 233-3 I of the French Commercial Code (Code de commerce), it being specified
that investment funds shall be deemed to be Controlled by their management company and the
words “Controlling” and “Controlled by” shall be construed accordingly;






	 	 	“Converted Shares” has the meaning ascribed to it in Section 8.10;






	 	 	“Correduria Annual Dividend” has the meaning ascribed to it in Section 17.2;






	 	 	“Correduria Call” has the meaning ascribed to it in Section 17.3;






	 	 	“Correduria Equity Value” has the meaning ascribed to it in Schedule 1B;






	 	 	“Correduria Exercise Period” has the meaning ascribed to it in Section 17.3;






	 	 	“Correduria Minority Shares” means, without duplication, at any time after the
date of this Agreement, the total number of shares in Willis Correduria then held by the
Group Companies;






	 	 	“Correduria Price” has the meaning ascribed to it in Section 17.3;






	 	 	“Correduria Put” has the meaning ascribed to it in Section 17.3;






	 	 	“Correduria Ratio” means, without duplication, at any time after the date of this
Agreement, the fraction the numerator of which is the Correduria Minority Shares and the
denominator of which is the total number of Willis Correduria shares then outstanding, it
being specified that on the date hereof the Correduria Ratio is equal to twenty three
percent (23%);






	 	 	“Default” means:






	 	(a)	 	with respect to a Willis Party, the situation where such Willis Party
ceases to be a Willis Entity,
	 
	 	(b)	 	with respect to a Financial Investor (other than TeamCo), the situation
where such Financial Investor ceases to be an Affiliate of an Original Fund,
	 
	 	(c)	 	with respect to TeamCo, the situation where a stake in TeamCo’s share
capital or voting rights is Transferred or issued to a Person other than a member of
the Team or a Financial Investor,
	 
	 	(d)	 	with respect to a Lucas Party, the situation where a Lucas Party ceases to
be a Lucas Entity other than pursuant to Section 11.3 or Section 14.8,




- 15 -









 












	 	(e)	 	with respect to a Gras Party, the situation where a Gras Party ceases to be
a Gras Entity,
	 
	 	(f)	 	with respect to Maera, the situation where Maera or any other Lambert
Entity holding Securities ceases to be a Lambert Entity,
	 
	 	(g)	 	with respect to Simon EURL, the situation where Simon EURL or any other
Simon Entity holding Securities ceases to be a Simon Entity, and
	 
	 	(h)	 	with respect to PRPHI, the situation where PRPHI or any other Rouault
Entity holding Securities ceases to be a Rouault Entity;






	 	 	it being expressly agreed by the Parties that upon request made from time to time, (i) any
Supervisory Board Member shall be granted access to such information as may be required to
confirm that no Default has occurred and (ii) the Financial Investors or the Willis
Parties shall have the right to complete an audit of the Lucas Parties at their own cost;






	 	 	“Defaulting Party” means a Direct Party in a situation of Default;






	 	 	“Direct Parties” has the meaning ascribed to it in the Preamble;






	 	 	“Disability” means any permanent disability of a second and third category within
the meaning of Article L. 341-4 of the French Social Security Code (Code de la securité
sociale);






	 	 	“Distribution” has the meaning ascribed to it in Section 8.1(a);






	 	 	“Distribution Amount” has the meaning ascribed to it in Section 8.1(a);






	 	 	“Distribution Amount excluding Class 2 Non-Voting Shares” has the meaning ascribed
to it in Section 8.3(b);






	 	 	“Distribution Fundamentals” has the meaning ascribed to it in Section 8.2(b);






	 	 	“Drag Along Notice” has the meaning ascribed to it in Section 11.2;






	 	 	“Drag Along Party” has the meaning ascribed to it in Section 11.2;






	 	 	“Drag Along Right” has the meaning ascribed to it in Section 11.2;






	 	 	“Eligible Stock Exchange” means (i) the Eurolist of Euronext Paris S.A., or (ii)
any other internationally recognized stock exchange or regulated public market for equity
securities in the European Union or North America which has requirements for listing or
authorization for public trading which are substantially similar to those or the Eurolist
and provides an active market for the trading of equity securities;






	 	 	“Encumbrance” means any pledge of real or personal property (nantissement or
gage), mortgage (hypothèque), lien (privilège) (other than a lien arising by operation of
law in the ordinary course of trading), right of retention (droit de retention), easement
or right of way (servitude), pre-emptive rights, options, or other security (sûreté) or
similar third-party rights;




- 16 -









 












	 	 	“Entity” means any company (société), partnership (limited or general), joint
venture, trust, association, economic interest group (groupement d’intérêt économique) or
other organization, enterprise or entity, whether or not vested with the attributes of a
legal person (personne morale);






	 	 	“ERISA Rules” means the US Department of Labor Regulations at 29 CFR 2510.3-101
resulting from the United States Employee Retirement Income Securities Act of 1974, as
amended from time to time;






	 	 	“Estate Entity” with respect to a specified individual, means an Entity organized
under the Laws of a country of the European Union (i) of which all the share capital and
voting rights are held at all times directly by this specified individual, alone or
together with his Relatives, and/or another Estate Entity of this specified individual,
(ii) of which not less than the necessary percentage of the voting rights attached to
shares to get majority in extraordinary shareholders’ general meetings are held directly
by such individual alone, as long as he is alive, and (iii) of which the corporate purpose
is solely to hold some shares or securities free of any Encumbrance;






	 	 	“Estimated Call Equity Value” has the meaning ascribed to it in Schedule
1(B);






	 	 	“Estimated Call Equity Value and Prices” means the Estimated Call Equity Value,
the Estimated Call Price of each type of Securities and the Estimated Willis Put Price of
each type of Securities;






	 	 	“Estimated Call Price” with respect to a Security, means the price of such
Security determined in accordance with the rules set forth in Section 8 on the basis of a
Distribution Amount equal to the Estimated Call Equity Value and an Options Completion
Date deemed to occur on June 30, 2015;






	 	 	“Estimated Notification Equity Value” has the meaning ascribed to it in
Schedule 1(B);






	 	 	“Estimated Notification Equity Value and Prices” means the Estimated Notification
Equity Value and the Estimated Notification Price of each type of Securities;






	 	 	“Estimated Notification Price” with respect to a Security, means the price of such
Security determined in accordance with the rules set forth in Section 8 on the basis of a
Distribution Amount equal to the Estimated Notification Equity Value and an Options
Completion Date deemed to occur on June 30, 2015;






	 	 	“Estimated Willis Put Price” with respect to a Security, means the price of such
Security determined in accordance with the rules set forth in Section 8 on the basis of an
Options Completion Date deemed to occur on June 30, 2015 and a Distribution Amount equal
to:






	 	(a)	 	the Estimated Call Equity Value, if the Call Enterprise Value is below or
equal to the product of (i) the Notification Enterprise Value and (ii) one point
twenty (1.20); or
	 
	 	(b)	 	the product of (i) the Final Notification Equity Value and (ii) one point




- 17 -









 






	 	 	 	twenty (1.20), if the Call Enterprise Value exceeds the product of (x)
the Notification Enterprise Value and (y) one point twenty (1.20).






	 	 	“Euribor” means the European inter-bank offered rate for inter-bank Euro deposits
for a period of three (3) month offered between prime banks in the European inter-bank
market that appears on page 248 of the Reuters screen at or about 11.00 am (Paris time) on
the date which is two days before the Options Completion Date (or, if that date falls on a
day which is not a Business Day, the first Business Day which is at least two days before
the Options Completion Date);






	 	 	“Exchanged Shares” has the meaning ascribed to it in Section 8.11(a);






	 	 	“Executive Committee” has the meaning ascribed to it in Section 2;






	 	 	“Executive Member” has the meaning ascribed to it in Section 2;






	 	 	“Exercise Period” has the meaning ascribed to it in Section 12.4;






	 	 	“Existing Offered Shares” has the meaning ascribed to it in Section 13;






	 	 	“Experts” means two (2) independent experts (within the meaning of Article 261-4
of the General Regulations (Réglement général) and the instruction 2006-08 of the French
stock market authority (Autorité des marchés financiers) to be selected by the Parties
among the list of names set forth Schedule 1B in order to calculate the market
multiples K1 and K2 in accordance with Schedule 1B;






	 	 	“Family Companies” means the Original Family Companies, any new Lucas Party and
any new Gras Party;






	 	 	“Family Date” means either (a) January 1st, 2016 if the Confirming
Notifications are not delivered in a timely manner, or (b) the first anniversary of the
expiration of the Willis Put Options Exercise Period, if the Willis Parties do not
exercise the Call Options during the Call Options Exercise Period and the Willis
Call Grantors do not exercise the Willis Put Options during the Willis Put Options
Exercise Period;






	 	 	“Final Call Equity Value” has the meaning ascribed to it in Schedule 1(B);






	 	 	“Final Call Equity Value and Prices” means the Final Call Equity Value, the Final
Call Price of each type of Securities and the Final Willis Put Price of each type of
Securities;






	 	 	“Final Call Price” with respect to a Security, means the price of such Security
determined in accordance with the rules set forth in Section 8 on the basis of a
Distribution Amount equal to the Final Call Equity Value and an Options Completion Date
deemed to occur on June 30, 2015;






	 	 	“Final Notification Equity Value” has the meaning ascribed to it in
Schedule 1(B);






	 	 	“Final Notification Equity Value and Prices” means the Final Notification Equity
Value, the Estimated Notification Price of each type of Securities and the Long Stop Price
of each type of Securities;




- 18 -









 












	 	 	“Final Notification Price” with respect to a Security, means the price of such
Security determined in accordance with the rules set forth in Section 8 on the basis of a
Distribution Amount equal to the Final Notification Equity Value and an Options Completion
Date deemed to occur on June 30, 2015;






	 	 	“Final Put Equity Value” has the meaning ascribed to it in Schedule 1(B);






	 	 	“Final Put Price” with respect to a Security, means the price of such Security
determined on the date of completion of a Full Exit in accordance with the rules set forth
in Section 8 on the basis of a Distribution Amount equal to the Final Put Equity Value;






	 	 	“Final Put Value and Prices” means the Final Put Equity Value and the Final Put
Price for each type of Securities;






	 	 	“Final Willis Put Price” with respect to a Security, means the price of such
Security determined in accordance with the rules set forth in Section 8 on the basis of an
Options Completion Date deemed to occur on June 30, 2015 and a Distribution Amount equal
to:






	 	(a)	 	the Final Call Equity Value, if the Call Enterprise Value is below or equal
to the product of (i) the Notification Enterprise Value and (ii) one point twenty
(1.20); or
	 
	 	(b)	 	the product of (i) the Final Notification Equity Value and (ii) one point
twenty (1.20), if the Call Enterprise Value exceeds the product of (x) the
Notification Enterprise Value and (y) one point twenty (1.20);






	 	 	“Finance Documents” has the meaning ascribed to it in the Senior Facilities
Agreement;






	 	 	“Finance Parties” has the meaning ascribed to it in the Senior Facilities
Agreement;






	 	 	“Financial Indebtedness” has the meaning ascribed to it in the Senior Facilities
Agreement;






	 	 	“Financial Investors” means, collectively, the Original Financial Investors and
any Affiliate of an Original Fund which would become a Direct Party as a result of a
Transfer of Securities completed by a Financial Investor in accordance with this
Agreement, provided that the Financial Investors shall be deemed at all times to
constitute a single Direct Party for the purposes hereof;






	 	 	“Financial Investors Reserved Matters” has the meaning ascribed to it in
Section 3.2(c);






	 	 	“Financial Investors Requisite Consent” has the meaning ascribed to it in
Section 3.2(c);






	 	 	“Financial Year” means the accounting year of the Company or, as the context
requires, of any of its Subsidiary, or such other accounting year as the Company may from
time to time adopt;




- 19 -









 












	 	 	“First Agreed Supervisory Board Restructuring Majority” has the meaning ascribed
to it in Section 5.2(a)(i);






	 	 	“First Conditional Sale” has the meaning ascribed to it in Section 10.7(g);






	 	 	“French GAAP” means the generally accepted accounting principles in France in
effect from time to time as of the relevant date of determination;






	 	 	“Frozen Date” has the meaning ascribed to it in Section 14.4(b);






	 	 	“Frozen Prices” has the meaning ascribed to it in Section 14.4(b);






	 	 	“Frozen Date” has the meaning ascribed to it in Section 14.4(b);






	 	 	“Full Exit” means (a) the Transfer of all the Securities (including indirectly
through the Transfer of the Lucas Securities and the securities issued by Manco1 and
Manco2) upon exercise of the Total Tag Along Right or the Drag Along Right, or any joint
Transfer by all Parties of 100% of the share capital of the Company on a Fully Diluted
Basis or (b) the Transfers to one or several Parties acting in Concert of all the
Securities other than the ones held by such Parties and their Affiliates (including
indirectly through the Transfer of the Lucas Securities and the securities issued by
Manco1 and Manco2) or (c) the Transfers of Securities (including indirectly through the
Transfer of the Lucas Securities and the securities issued by Manco1 and Manco2) resulting
from (i) the exercise of the Call Options or (ii) the exercise of the Willis Put Options
and the First and Second Conditional Sales under Section 10;






	 	 	“Full Exit Notice” has the meaning ascribed to it in Section 14.7;






	 	 	“Full Sale” has the meaning ascribed to it in Section 8.4(a)(i);






	 	 	“Fully Diluted Basis” when used with respect to any determination relating to the
share capital of the Company, means that such determination takes into account (a) the
then issued Shares and (b) all Shares that would be issuable whether at such time or upon
the passage of time or the occurrence of future events, upon the conversion, exchange,
repayment, presentation or exercise of all then issued Securities or other rights,
exercisable or redeemable for or convertible or exchangeable into, directly, or
indirectly, Shares and Securities exercisable or redeemable for or convertible or
exchangeable into Shares, whether at the time of issuance or upon the passage of time or
the occurrence of some future event, it being specified that, the Warrants shall not be
taken into account for the calculation of the Fully Diluted Basis except in the context of
a Full Exit;






	 	 	“Future Manager” means any key manager of the Company or any Group Company which
may from time to time become a shareholder of Manco1 or Manco2 in accordance with Manco1
Shareholders’ Agreement or Manco2 Shareholders’ Agreement;






	 	 	“Global Amount” means from time to time the total of (i) the Distribution Amount
excluding Class 2 Non-Voting Shares and (ii) interests accrued and capitalised on all of
the Subordinated Convertible Bonds ;




- 20 -









 












	 	 	“Global Offer” means an Admissible Offer to acquire, directly or directly and
indirectly through the acquisition of the Lucas Securities and the securities issued by
Manco1 and Manco2, 100% of the Securities other than the Securities held, as the case may
be, by the Party making this Admissible Offer and its Affiliates;






	 	 	“Global Valuation” means the valuation of the Company’s share capital calculated
on a Fully Diluted Basis;






	 	 	“Governmental Authority” means any court or government (federal, state, local,
national, foreign, provincial or supranational) or any political subdivision thereof,
including, without limitation, any department, commission, ministry, board, bureau,
agency, authority, tribunal or arbitral body, exercising executive, legislative, judicial,
regulatory or administrative authority, including any self-regulatory authority or
quasi-governmental entity established to perform any of these functions and, for the
avoidance of doubt, any regulator of an Eligible Stock Exchange;






	 	 	“Gras Entity” means an Entity organized under the Laws of a country of the
European Union which satisfies all of the following conditions:






	 	(a)	 	all the share capital and voting rights of this Entity shall be held at all
times directly by two or more Gras Shareholders,
	 
	 	(b)	 	Mr. Emmanuel Gras or one of his children alone (or, to the extent such
Original Gras Shareholder is married under the communauté universelle regime, jointly
with his/her spouse) (for the sole purpose of this definition, the “Holder”)
shall hold not less than the necessary percentage of the voting rights attached to
shares to get majority in extraordinary shareholders’ general meetings of this
Entity, save for the following decisions for which the Holder may not hold a
sufficient percentage of the voting rights enabling her/him to approve such decisions
alone but will always have a sufficient percentage of voting rights enabling him to
veto those decisions:






	 	(i)	 	the issue of new shares carrying preferential rights,
	 
	 	(ii)	 	the determination of the preferential cumulative dividend
attaching to the non-voting shares,
	 
	 	(iii)	 	the conversion of non-voting preferred shares into
ordinary shares,
	 
	 	(iv)	 	the reduction of the capital of the Entity,
	 
	 	(v)	 	any change to in the Entity’s corporate purpose,
	 
	 	(vi)	 	the issue of convertible bonds,
	 
	 	(vii)	 	the dissolution of the Entity before its term, and
	 
	 	(viii)	 	the transformation of the Entity into a company of another legal form;






	 	 	it being specified that such condition (b) shall no longer be applicable in




- 21 -









 






	 	 	case of death of the Holder, or if the Holder is Mr. and Mrs. Emmanuel Gras, in
case of death of any of them and opening of inheritance procedure (succession);






	 	(c)	 	the corporate purpose of this Entity shall solely be to hold Securities and
other shares or securities, it being specified that the Gras Entities may hold other
assets through majority or minority interests in limited liability Entities organized
under the Laws of a country of the European Union and that those other assets may be
financed through bank debt to the extent the recourse of the creditors under such
debt is limited to the financed assets (limited recourse); and
	 
	 	(d)	 	this Entity shall hold the Securities free of any Encumbrance (subject to
the Encumbrances under this Agreement and the pledge over its Securities granted by
Graslux under the Finance Documents);






	 	 	“Graslux” has the meaning ascribed to it in the Preamble;






	 	 	“Gras Parties” means Graslux and/or any other Gras Entity which will become a
Direct Party from time to time, provided that, except for the principle set forth
in Section 7.2(d), the Gras Parties shall be deemed at all times to constitute a single
Direct Party for the purposes hereof;






	 	 	“Gras Shareholders” means the Original Gras Shareholders as well as their Estate
Entities, Trust and Relatives;






	 	 	“Gras Savoye SA” has the meaning ascribed to it in the Preamble;






	 	 	“Gross Misconduct” means a “faute lourde” as defined by the case law of the
chambre sociale of the French Cour de cassation;






	 	 	“Group” means the Company and each of its Subsidiaries from time to time and
reference to the Group shall mean all of them and each of them as the context requires;






	 	 	“Group Company” means any company of the Group;






	 	 	“GSC” has the meaning ascribed to it in the Recitals;






	 	 	“GS Eurofinance” has the meaning ascribed to it in the Preamble;






	 	 	“Half Year Accounts” means the consolidated and corporate accounts of the Company
and its Subsidiaries for the first complete six month period of the relevant Financial
Year, as the case may be, immediately preceding the request for such accounts, including
the unaudited consolidated and corporate profit and loss account and cash flow statement
for the relevant 6 month period and the unaudited consolidated and corporate balance sheet
as at the date of such accounts;






	 	 	“ICC” has the meaning ascribed to it in Section 20.15(b);






	 	 	“IFRS” means International Financial Reporting Standards mandated for use in the




- 22 -









 






	 	 	European Union;






	 	 	“Imputed Holding” means, without duplication, with respect to any Shareholder, at
any time after the date of this Agreement, the sum at any such time of (i) all
Shares then owned by such Shareholder, plus (ii) all Shares then owned by
Affiliates or Relatives of such Shareholder; and “Imputed Holdings” of all the
Shareholders means, at any such time, the sum of the Imputed Holding of each Shareholder,
without duplication;






	 	 	“Information” has the meaning ascribed to it in Section 20.5;






	 	 	“Initiating Class Members” has the meaning ascribed to it in Section 5.1(a);






	 	 	“Instrument of Adherence” means the agreement in the form attached at
Schedule 20.2 which shall be executed by, and pursuant to which, a Third Party
may, from time to time and in accordance with the terms and conditions of this Agreement,
become a Party after the date hereof;






	 	 	“Investment Bank” has the meaning ascribed to it in Section 11;






	 	 	“Investment and Share Purchase Agreement” means the investment and share purchase
agreement entered into on November 18, 2009 by and among, notably, the Original Parties
and the other parties named therein, pursuant to which the Company has acquired 100% of
the share capital of GSC, in accordance with the terms and conditions set forth therein.






	 	 	“Investment Rules” has the meaning ascribed to it in Section 3.2(a);






	 	 	“IPO” has the meaning ascribed to it in Section 13;






	 	 	“Lambert Entity” means an Entity organized under the Laws of a country of the
European Union which satisfies all of the following conditions:






	 	(a)	 	all the share capital and voting rights of Maera shall be held at all times
directly by Mr. Patrick Lambert and/or his Relatives and/or his Estate Entities, and
	 
	 	(b)	 	as long as he is alive, Mr. Patrick Lambert shall hold no less than the
necessary percentage of the voting rights to get majority in the extraordinary
general meetings of Maera shareholders, and
	 
	 	(c)	 	Maera shall hold its Securities free of any Encumbrance (subject to the
Encumbrances under this Agreement and the pledge over its Securities granted by Maera
under the Finance Documents);






	 	 	“Law(s)” means any law, statute, regulation, rule, ordinance, principle of common
law, order or decree of any Governmental Authority (including any judicial or
administrative interpretation thereof) in force, fully implemented and enforceable as of
the date hereof;






	 	 	“Long Stop Price” with respect to a Security, means the price of such Security




- 23 -









 






	 	 	determined in accordance with the rules set forth in Section 8 on the basis of an Options
Completion Date deemed to occur on June 30, 2015 and a Distribution Amount equal to the
product of (a) one point one (1.1) and (b) the Final Notification Equity Value;






	 	 	“Lucas Entity” means an Entity organized under the Laws of a country of the
European Union which satisfies all of the following conditions:






	 	(a)	 	all the share capital and voting rights of this Entity shall be held at all
times directly by two or more Lucas Shareholders,
	 
	 	(b)	 	Mr. Patrick Lucas shall hold no less than the necessary percentage of the
voting rights to get majority in the extraordinary general meetings of the
shareholders of this Entity, it being specified that such condition (b) shall no
longer be applicable in case of death of Mr. Patrick Lucas;
	 
	 	(c)	 	the corporate purpose of this Entity shall solely be to hold Securities and
other shares or securities, provided that in practice this Entity shall not
hold any assets other than the Securities, and
	 
	 	(d)	 	this Entity shall hold the Securities free of any Encumbrance (subject to
the Encumbrances under this Agreement and the pledge over its Securities granted by
Lucaslux under the Finance Documents);






	 	 	“Lucaslux” has the meaning ascribed to it in the Preamble;






	 	 	“Lucas Parties” means Lucaslux and/or any other Lucas Entity which will become a
Direct Party from time to time, provided that, except for the principle set forth
in Section 7.2(d), the Lucas Parties shall be deemed at all times to constitute a single
Direct Party for the purposes hereof;






	 	 	“Lucas Representative” has the meaning ascribed to it in Section 20.1(a);






	 	 	“Lucas Securities” means all shares or other securities (valeurs mobilières)
issued or to be issued by the any of the Lucas Parties, or any other form of right giving
access, or likely to give access, directly or indirectly, immediately or in the future,
with or without exercise, notice or other formality, by conversion, exchange, repayment,
presentation or exercise of a warrant or by any other means to the allocation of shares or
of other securities representing or giving access to a fraction of the share capital, of
the profits, of the liquidation surplus or of the voting rights of any of the Lucas
Parties, including without limitation any preferential rights of subscription to any share
capital increase in any of the Lucas Parties, or to any issue of any security issued or
allocated as a result of a transformation, merger, spin-off, contribution or similar
operation of any of the Lucas Parties, it being specified, for the avoidance of doubt,
that debt instruments without any right giving access to the share capital of a Lucas
Party such as ordinary bonds (obligations simples) are not “Lucas Securities” within the
meaning of this Agreement;






	 	 	“Lucas Shareholders” means, as long as they hold Lucas Securities, the Original
Lucas Shareholders, and the Estate Entities, Trusts and Relatives of the Original Lucas
Shareholders who may become the owners of Lucas Securities and Parties to




- 24 -









 






	 	 	this Agreement in accordance with the terms hereof, provided that the Lucas
Shareholders shall be deemed at all times to constitute a single Party for the purposes
hereof;






	 	 	“Lump Sum Cash Payment” has the meaning ascribed to it in Section 17.1;






	 	 	“Maera” has the meaning ascribed to it in the Preamble;






	 	 	“Managers” means the Original Managers and any Future Manager;






	 	 	“Manco1” has the meaning ascribed to it in the Preamble;






	 	 	“Manco1 Shareholders’ Agreement” has the meaning ascribed to it in the Recitals;






	 	 	“Manco2” has the meaning ascribed to it in the Preamble;






	 	 	“Manco2 Shareholders’ Agreement” has the meaning ascribed to it in the Recitals;






	 	 	“Manco Call Options” has the meaning ascribed to it in Section 10.14;






	 	 	“Manco Call Price” has the meaning ascribed to it in Section 10.14;






	 	 	“Manco Exercise Period” has the meaning ascribed to it in Section 10.14;






	 	 	“Mancos” has the meaning ascribed to it in the Preamble;






	 	 	“Mancos Shares” means the shares issued by Manco1 and/or Manco2 from time to time;






	 	 	“Merger” has the meaning ascribed to it in Section 8.11(a);






	 	 	“MinCos” has the meaning ascribed to it in the Preamble;






	 	 	“Minority Shareholders” means Mr. Patrick Lambert, Mr. Pierre Simon and Mr.
Philippe Rouaut;






	 	 	“Multiple” means the ratio, for any Person, between the total of all Cash Flows
Received for that Person and the total of all Cash Flows Paid for that Person ;






	 	 	“New Issuance” has the meaning ascribed to it in Section 15;






	 	 	“New Issuance Election Notice” has the meaning ascribed to it in Section 15;






	 	 	“New Issuance Notice” has the meaning ascribed to it in Section 15;






	 	 	“New Offered Shares” has the meaning ascribed to it in Section 13;






	 	 	“New Ordinary Shares” has the meaning ascribed to it in Section 8.10;






	 	 	“New Shares” has the meaning ascribed to it in Section 8.11(a)






	 	 	“Non-Cash Consideration” means a consideration which is not exclusively in cash or




- 25 -









 






	 	 	in Cash Equivalent;






	 	 	“Non-Defaulting Parties” means, in case of a Default, the Direct Parties holding
Voting Shares other than the Defaulting Party and its Affiliates;






	 	 	“Non-Significant Partial Sale” has the meaning ascribed to it in Section 8.6;






	 	 	“Non-Voting Shares” means, collectively, the Class 2 Non-Voting Shares, the
Class 3 Non-Voting Shares and, as the case may be, the Class 4 Non-Voting Shares;






	 	 	“Notification Appointment Date” means the date on which the Agreed 1592 Arbitrator
is provided with the Annual Accounts for the Financial Year ended on December
31st, 2013 and the Annual Budget for the Financial Year 2014;






	 	 	“Notification Enterprise Value” has the meaning ascribed to it in
Schedule 1(B);






	 	 	“Notifications” has the meaning ascribed to it in Section 10.3;






	 	 	“Observer” has the meaning ascribed to it in Section 2.3(e);






	 	 	“Offered Securities” has the meaning ascribed to it in Section 7.3;






	 	 	“Offered Price” has the meaning ascribed to it in Section 7.3;






	 	 	“Offering Memorandum” has the meaning ascribed to it in Section 11.1;






	 	 	“OHADA Rules” means the “Actes Uniformes” of the Organisation pour l’Harmonisation
en Afrique du Droit des Affaires;






	 	 	“Option Securities” means all the Securities held by the Willis Call Grantors at
the Options Completion Date, in accordance with Section 10;






	 	 	“Options Completion Date” has the meaning ascribed to it in Section 10.9;






	 	 	“Ordinary Requisite Consent” has the meaning ascribed to it in Section 3.2(a);






	 	 	“Ordinary Reserved Matters” has the meaning ascribed to it in Section 3.2(a);






	 	 	“Ordinary Shares” means a new Voting Share issued to, or an existing Voting Share
that would be validly Transferred by a Direct Party to, a Third Party which is neither a
Willis Entity, nor an Affiliate of the Financial Investors, nor a Lucas Entity, nor a Gras
Entity;






	 	 	“Original Ancillary Party” has the meaning ascribed to it in the Preamble;






	 	 	“Original Direct Party” has the meaning ascribed to it in the Preamble;






	 	 	“Original Family Company” has the meaning ascribed to it in the Preamble;






	 	 	“Original Fund” has the meaning ascribed to it in the Preamble;






	 	 	“Original Gras Shareholder” means each of the Persons identified in Schedule
P2;




- 26 -









 












	 	 	“Original Lucas Shareholder” has the meaning ascribed to it in the Preamble;






	 	 	“Original Managers” has the meaning ascribed to it in the Recitals;






	 	 	“Original Party” has the meaning ascribed to it in the Preamble;






	 	 	“Original Willis Parent” has the meaning ascribed to it in the Preamble;






	 	 	“Other Parties” has the meaning ascribed to it in Section 11.2;






	 	 	“Partial Sale” has the meaning ascribed to it in Section 8.4(a)(ii);






	 	 	“Parties” means the Direct Parties and the Lucas Shareholders;






	 	 	“Permitted Transfer” has the meaning ascribed to it in Section 9.1;






	 	 	“Person” means any natural person, firm, individual, partnership, joint venture,
business trust, trust, association, corporation, company, limited liability company, or
unincorporated entity;






	 	 	“Pre-emption Beneficiary” has the meaning ascribed to it in Section 12.1;






	 	 	“Pre-emption Right” has the meaning ascribed to it in Section 12.1;






	 	 	“President” has the meaning ascribed to it in Section 2.1;






	 	 	“Project Multiple” means the result of the division for which the numerator is the
Cash Flows Received by all the Parties, Manco1 and Manco2 and the denominator is the Cash
Flow Paid by all the Parties, Manco1 and Manco2;






	 	 	“Proportional Tag Along Beneficiary” has the meaning ascribed to it in Section
12.3;






	 	 	“Proportional Tag Along Right” has the meaning ascribed to it in Section 12.3;






	 	 	“Proposed Transferee” has the meaning ascribed to it in Section 7.3;






	 	 	“PRPHI” has the meaning ascribed to it in the Preamble;






	 	 	“Put Earn-Out” has the meaning ascribed to it in Section 14.6;






	 	 	“Put Escrow Amount” has the meaning ascribed to it in Section 14.6(a);






	 	 	“Put Options” has the meaning ascribed to it in Section 14.1;






	 	 	“Put Options Completion Date” has the meaning ascribed to it in Section 14.4;






	 	 	“Put Options Exercise Period” has the meaning ascribed to it in Section 14.3;






	 	 	“Put Options Grantor” has the meaning ascribed to it in Section 14.1;






	 	 	“Put Securities” means all the Securities held by the Lucas Parties at the Put
Options Completion Date;




- 27 -









 












	 	 	“Qualified Requisite Consent” has the meaning ascribed to it in Section 3.2(b);






	 	 	“Qualified Reserved Matters” has the meaning ascribed to it in Section 3.2(b);






	 	 	“Refinancing” has the meaning ascribed to it in Section 8.9(a);






	 	 	“Relative” when used with reference to a specified individual, means such
specified individual’s spouse, first and second degree relatives;






	 	 	“Requisite Consent” means collectively, the Financial Investors Requisite Consent,
the Ordinary Requisite Consent and the Qualified Requisite Consent;






	 	 	“Reserved Matters” means collectively, the Financial Investors Reserved Matters,
the Ordinary Reserved Matters, the Qualified Reserved Matters and the Unanimous Reserved
Matters;






	 	 	“Respondent Party” has the meaning ascribed to it in Section 20.15(b);






	 	 	“Rouault Entity” means an Entity organized under the Laws of a country of the
European Union which satisfies all of the following conditions:






	 	(a)	 	all the share capital and voting rights of PRPHI shall be held at all times
directly by Mr. Philippe Rouault and/or his Relatives and/or his Estate Entities, and
	 
	 	(b)	 	as long as he is alive, Mr. Philippe Rouault shall hold no less than the
necessary percentage of the voting rights to get majority in the extraordinary
general meetings of PRPHI shareholders, and
	 
	 	(c)	 	PRPHI shall hold its Securities free of any Encumbrance (subject to the
Encumbrances under this Agreement and the pledge over its Securities granted by PRPHI
under the Finance Documents);






	 	 	“Rules” has the meaning ascribed to it in Section 20.15(b);






	 	 	“Sale” has the meaning ascribed to it in Section 8.4(a);






	 	 	“Second Conditional Sale” has the meaning ascribed to it in Section 10.7(i);






	 	 	“Securities” means all Shares, Subordinated Convertible Bonds, Warrants or other
securities (valeurs mobilières) issued or to be issued by the Company, or any other form
of right giving access, or likely to give access, directly or indirectly, immediately or
in the future, with or without exercise, notice or other formality, by conversion,
exchange, repayment, presentation or exercise of a warrant or by any other means to the
allocation of Shares or of other Securities representing or giving access to a fraction of
the share capital, of the profits, of the liquidation surplus or of the voting rights of
the Company, including without limitation any preferential rights of subscription to any
share capital increase in the Company, or to any issue of any security issued or allocated
as a result of a transformation, merger, spin-off, contribution or similar operation of
the Company, it being specified, the Vendors Bonds shall not be considered as “Securities”
for the purposes of this Agreement




- 28 -









 






	 	 	and, for the avoidance of doubt, debt instruments without any right giving access to the
Company’s share capital such as ordinary bonds (obligations simples) are not “Securities”
within the meaning of this Agreement;






	 	 	“Selling Grantor” has the meaning ascribed to it in Section 10.12;






	 	 	“Senior Lenders” has the meaning ascribed to it in the Senior Facilities
Agreement;






	 	 	“Senior Facilities Agreement” means a senior facilities agreement dated
December 16, 2009 between, inter alios Alcee as borrower, Soleil as guarantor, Banque
Palatine, BNP Paribas, Calyon, Crédit Industriel et Commercial, Crédit du Nord, HSBC
France, IKB Deutsche Industriebank AG, Succursale de Paris, Natixis and Société Générale
as mandated lead arrangers and senior lenders, and Société Générale as facility agent and
security agent






	 	 	“Shareholder” means any Person holding at any time Shares in the Company;






	 	 	“Shares” means the shares of all Classes issued or to be issued by the Company
from time to time;






	 	 	“Significant Partial Sale” has the meaning ascribed to it in Section 8.5;






	 	 	“Simon Entity” means an Entity organized under the Laws of a country of the
European Union which satisfies all of the following conditions:






	 	(a)	 	all the share capital and voting rights of Simon EURL shall be held at all
times directly by Mr. Pierre Simon and/or his Relatives and/or his Estate Entities,
and
	 
	 	(b)	 	as long as he is alive, Mr. Pierre Simon shall hold no less than the
necessary percentage of the voting rights to get majority in the extraordinary
general meetings of Simon EURL shareholders, and
	 
	 	(c)	 	Simon EURL shall hold its Securities free of any Encumbrance (subject to
the Encumbrances under this Agreement and the pledge over its Securities granted by
Simon EURL under the Finance Documents);






	 	 	“Simon EURL” has the meaning ascribed to it in the Preamble;






	 	 	“Spanish GAAP” means the generally accepted accounting principles in Spain in
effect from time to time as of the relevant date of determination;






	 	 	“Standstill Period” means the period of time from and including the date hereof
until and including:






	 	(a)	 	either January 1st, 2015 if the Confirming Notifications are not
delivered in a timely manner; or
	 
	 	(b)	 	the expiration of the Willis Put Options Exercise Period, if the Willis
Parties do not exercise the Call Options during the Call Options Exercise Period
and the Willis Call Grantors do not exercise the Willis Put Options during




- 29 -









 






	 	 	 	the Willis Put Options Exercise Period; or






	 	(c)	 	the Options Completion Date, if the Willis Parties do exercise the Call
Options during the Call Options Exercise Period or if the Willis Call
Grantors do exercise the Willis Put Options during the Willis Put Options Exercise
Period;






	 	 	“Subordinated Convertible Bonds” means the 164,803,533 subordinated convertible
bonds (obligations convertibles) issued by the Company in favor of the Original Direct
Parties other than the Mancos on the date hereof;






	 	 	“Subsidiary” when used with reference to a specified Person, shall mean any
incorporated Entity directly or indirectly Controlled by such Person;






	 	 	“Supervisory Board” has the meaning ascribed to it in Section 2;






	 	 	“Supervisory Board Member” means any member of the Supervisory Board.






	 	 	“Targets” has the meaning ascribed to it in the Recitals;






	 	 	“Team” means Mr. Xavier Moreno, Mr. Joël Lacourte, Mr. Thierry Timsit and
Mr. Christian Couturier as well as any other director, employee or former director or
employee of the management company of the Original Fund;






	 	 	“TeamCo” has the meaning ascribed to it in the Preamble, it being agreed that all
the share capital and voting rights of TeamCo shall be held at all times directly by
members of the Team and/or a Financial Investor;






	 	 	“Third Party” means an independent Person which is not a Party;






	 	 	“Total Tag Along Beneficiary” has the meaning ascribed to it in Section 12.2;






	 	 	“Total Tag Along Right” has the meaning ascribed to it in Section 12.2;






	 	 	“Total Tag Along Situation” means a situation where:






	 	(a)	 	a Third Party would hold, directly or through Affiliates, alone or in
Concert with others, 40% or more of the Company’s voting rights, or
	 
	 	(b)	 	after the occurrence of the situation mentioned in (a) above, a subsequent
Transfer to this Third Party holding 40% or more of the Company’s voting rights would
be completed, or
	 
	 	(c)	 	a Party would hold, directly or through Affiliates, alone or in Concert
with others, 38.5% or more of the Company’s voting rights, other than as a result of
the exercise of the Put Options, or
	 
	 	(d)	 	after the occurrence of the situation mentioned in (c) above, a subsequent
Transfer to this Party holding 38.5% or more of the Company’s voting rights would be
completed, or
	 
	 	(e)	 	after the exercise of the Put Options, a Party would hold, directly or
through




- 30 -









 






	 	 	 	Affiliates, alone or in Concert with others, 50% or more of the Company’s voting
rights, or






	 	(f)	 	after the occurrence of the situation mentioned in (e) above, a subsequent
Transfer to this Party holding 50% or more of the Company’s voting rights would be
completed;






	 	 	“Tranche 1” has the meaning ascribed to it in Section 8.3;






	 	 	“Tranche 2” has the meaning ascribed to it in Section 8.3;






	 	 	“Tranche 3” has the meaning ascribed to it in Section 8.3;






	 	 	“Transfer” means the transfer of, any right or obligation and in the context of
the Securities or the Lucas Securities includes (i) all transfers, sales or assignments of
partial (e.g. jouissance, usufruit, or nue-propriété) or full title by any legal means
(including by means of an exchange, split, sale with option of redemption, contribution,
partial hive-down (apport partiel d’actifs), in the form of a payment in kind (dation en
paiement), merger or demerger (scission)), (ii) any transfer following death or transfer
in trust, or by any other similar means, (iii) any gratuitous or onerous transfer even if
the transfer is made pursuant to a public auction ordered by a court or where the transfer
of ownership is delayed, (iv) any transfer which is the result of any contribution, with
or without division of legal and beneficial title to shares (usufruit), loan, constitution
of a guarantee, convention de croupier, redemption or otherwise, and, more generally, (v)
any transfer with or without usufruct, loan, constitution of a guarantee as a result of a
pledge of Securities or Lucas Securities or the enforcement of a pledge of Securities or
convention de croupier of Securities or Lucas Securties, it being agreed, however, that
the granting of any pledge in favor of any of the Finance Parties and any transfer
resulting from the enforcement of any such pledge shall not be regarded as a “Transfer”
for the purposes of Section 8; and the related terms “Transferor” shall mean any
Person which Transfers Securities or Lucas Securities , and “Transferee” shall
mean any Person to which Securities or Lucas Securities are Transferred;






	 	 	“Transfer Notice” has the meaning ascribed to it in Section 7.3;






	 	 	“Transparency” means the methodology set forth in Schedule 1(C) to calculate the
valuation of the Lucas Securities issued by a Lucas Party on the basis of the valuation of
the Securities held by such Lucas Party;






	 	 	“Triggering Event” means a Bankruptcy Proceeding or a “conciliation” or a “mandat
ad hoc” pursuant to Articles L. 611-1 et seq. of the French Commercial Code (Code de
commerce) or any similar proceedings under applicable Law in any competent jurisdiction;






	 	 	“Trust” means, with respect to an Original Lucas Shareholder or an Original Gras
Shareholder, a trust, a fiducie or a foundation settled under applicable Laws by such
Original Lucas Shareholder or Original Gras Shareholder and the beneficiaries of which are
the spouse, the children and/or the grandchildren of such Original Lucas Shareholder or
Original Gras Shareholder and/or their remoter issues;




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	 	 	“Unanimous Requisite Consent” has the meaning ascribed to it in Section 3.2(d);






	 	 	“Unanimous Reserved Matters” has the meaning ascribed to it in Section 3.2(d);






	 	 	“Vendors Bonds” means the 65,000,000 bonds convertible into Class 4 Non-Voting
Shares issued by the Company on the date hereof;






	 	 	“Voting Shares” means any Share other than a Non-Voting Share;






	 	 	“Warrants” means the 26,086,956 warrants (bons de souscription d’actions) attached
to the Class 2 Non-Voting Shares issued to Manco1 and Manco2;






	 	 	“WGH Plc” has the meaning ascribed to it in the Preamble;






	 	 	“Willis Accessing Transferees” has the meaning ascribed to it in the Preamble;






	 	 	“Willis Call Grantor” has the meaning ascribed to it in Section 10.1;






	 	 	“Willis Correduria” means Willis Iberia Correduria de Seguros y Reaseguros, a
company organized under the Laws of Spain, having a share capital of €657,999.95 and
its registered office at Paseo de la Castellana, 36-38 Madrid, Spain, registered with the
Registry of Commerce of Madrid under number A-28/961639,






	 	 	“Willis Date” means either (a) January 1st, 2017 if the Confirming
Notifications are not delivered in a timely manner, or (b) the second anniversary of the
expiration of the Willis Put Options Exercise Period, if the Willis Parties do not
exercise the Call Options during the Call Options Exercise Period and the Willis
Call Grantors do not exercise the Willis Put Options during the Willis Put Options
Exercise Period;






	 	 	“Willis Entities” means Willis Parent and its Affiliates;






	 	 	“Willis Europe” has the meaning ascribed to it in the Preamble;






	 	 	“Willis Parent” means the Original Willis Parent as long as WGH Plc is not listed
and WGH Plc when WGH Plc becomes listed, it being expressly agreed that, as long as Willis
Parent is not holding Securities or as soon as Willis Parent ceases to hold Securities,
Willis Parent shall be a mere Ancillary Party for the sole purpose of Section 1,
Section 9, Section 10, Section 14, Section 17, Section 19 and Section 20;






	 	 	“Willis Parties” means, collectively, Willis Europe (as long as it is a Willis
Entity) and any other Willis Entity which would become a Direct Party as a result of a
Transfer completed by a Willis Party in accordance with this Agreement, provided
that the Willis Parties shall be deemed at all times to constitute a single Direct Party
for the purposes hereof;






	 	 	“Willis Put Options” has the meaning ascribed to it in Section 10.3;






	 	 	“Willis Put Options Exercise Period” has the meaning ascribed to it in
Section 10.7; and






	 	 	“Willis Put Options Exercise Notice” has the meaning ascribed to it in
Section 10.7; and




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	 	 	“WNH BV” has the meaning ascribed to it in the Preamble.
	 
	1.2	 	Principles of Construction






	 	(a)	 	The words “includes” and “including” shall mean including without
limitation.
	 
	 	(b)	 	Any reference herein to “Preamble”, “Recitals”, “Chapter”, “Section”,
“Paragraph” or “Schedule” shall be deemed a reference to the preamble, the recitals,
a chapter, a section or a paragraph of, or a schedule to this Agreement unless
otherwise specified.
	 
	 	(c)	 	Headings to Sections or Paragraphs and Schedules are for information only
and are to be ignored in construing the same unless the context otherwise requires.
	 
	 	(d)	 	Definitions given for a noun also apply mutatis mutandis to verbs,
adjectives and adverbs that have the same root and vice versa.
	 
	 	(e)	 	Words denoting the singular shall include the plural and vice versa and
words denoting any gender shall include all genders.
	 
	 	(f)	 	The Schedules to this Agreement shall be deemed to be a part of this
Agreement, and references to “this Agreement” shall be deemed to include the same.
	 
	 	(g)	 	The provisions of Articles 640 to 642 of the French Code of Civil Procedure
(Code de procédure civile) shall be applied to calculate the period of time within
which or following which any act is to be done or any step is to be taken, provided
that for purposes of this Agreement, the references in Article 642 to “un jour férié
ou chômé” and “premier jour ouvrable” shall be interpreted by reference to the
definition of “Business Day” appearing herein.
	 
	 	(h)	 	Unless the context otherwise requires, any reference to a statutory
provision shall include such provision as it exists and is construed as of the date
of this Agreement.
	 
	 	(i)	 	Any reference to “writing” includes any methods of representing words in a
legible form (other than writing on an electronic or visual display screen), or other
writing in non-transitory form.
	 
	 	(j)	 	A reference to a specific time of day shall be to local time in Paris,
France.






	1.3	 	Willis Accessing Transferees






	 	(a)	 	The Willis Accessing Transferees shall be Ancillary Parties as long as they
do not hold Securities.




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	 	(b)	 	Each of the Willis Accessing Transferees shall automatically become a
Direct Party upon its acquisition of Securities from Willis Europe or another Willis
Accessing Transferee.
	 
	 	(c)	 	If the Original Willis Parent or WGH Plc becomes a Direct Party and then
ceases to be a Direct Party because it has transferred all of its Securities before
January 31st, 2010, it shall become an Ancillary Party again.
	 
	 	(d)	 	The Original Willis Parent shall have no further rights and obligations
under this Agreement and shall cease to be bound by this Agreement when it ceases to
be Willis Parent and to hold Securities.
	 
	 	(e)	 	If WNH BV has not acquired Securities on January 31st, 2010 at
the latest, WNH BV shall have no further rights and obligations under this Agreement
and shall cease to be bound by this Agreement.
	 
	 	(f)	 	If WGH Plc has not become Willis Parent on January 31st, 2010 at
the latest and is not holding Securities on this date, WGH Plc shall have no further
rights and obligations under this Agreement and shall cease to be bound by this
Agreement.
	 
	 	(g)	 	Even if the Willis Parent becomes a Direct Party and then ceases to be a
Direct Party because it has transferred all of its Securities, the Willis Parent
shall in any case remain bound by this Agreement in its capacity as Ancillary Party
for the sole purpose of Section 1, Section 9, Section 10, Section 14, Section 17,
Section 19 and this Section 20.




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CHAPTER I

CORPORATE GOVERNANCE





	2.	 	CORPORATE BODIES OF THE COMPANY
	 
	 	 	The statuts of the Company (the “Company’s By-Laws”) shall provide for a président
(within the meaning of Article L. 227-6 of the French Commercial Code (Code de commerce)
(the “President”) who shall manage the Company with the assistance of an executive
committee (directoire) (the “Executive Committee”), under the supervision of a
supervisory board (conseil de surveillance) (the “Supervisory Board”).
	 
	2.1	 	The President






	 	(a)	 	The President, who shall be a private individual, shall be designated by
the Supervisory Board by a simple majority of the Supervisory Board Members present
or represented in accordance with the provisions of Section 3.2(a)(viii) for a three
(3) year mandate and may be re-elected without limitation for any number of three (3)
year periods.
	 
	 	(b)	 	The President may be removed without cause (ad nutum) at anytime by a
majority of 6/9ths of the Supervisory Board Members present or represented
at any duly convened meeting, it being specified that in the event that the President
is a Supervisory Board Member, he shall not participate to the vote on his removal.
	 
	 	(c)	 	The President may freely resign from his duty, subject to giving six (6)
months prior written notice from the effective date of such resignation, except in
case of Disability.
	 
	 	(d)	 	The compensation of the President shall be determined by the Supervisory
Board by a simple majority, or, in the event of constitution of a compensation
committee in accordance with Section 2.7, after consultation of such compensation
committee. The President’s compensation shall be modified in accordance with the
foregoing. The President shall be entitled to reimbursement of all reasonable
expenses incurred in connection with his functions within the Company.






	2.2	 	The Executive Committee






	 	(a)	 	The Executive Committee shall be headed by the President.
	 
	 	(b)	 	The Executive Committee shall be comprised of at least two (2) members
(including the President) chosen from amongst the Managers and other executives of
the Group. Upon the President’ proposal, the members of the Executive Committee
other than the President (the “Executive Members”) shall be appointed for an
unlimited term by the Supervisory Board by a simple majority, after prior formal
consultation with the Class 1A Members




- 35 -









 






	 	 	 	and the Class 1B Members. The Executive Members shall be private individuals.






	 	(c)	 	The Executive Members may be removed without cause (ad nutum) at anytime by
the President after consultation of the Supervisory Board and prior formal
consultation with the Class 1A Members and the Class 1B Members.
	 
	 	(d)	 	Upon the President’s recommendation, certain Executive Members may be
appointed as executive officers (directeurs généraux) within the meaning of Article
L. 227-6 of the French Commercial Code (Code de commerce) by the Supervisory Board by
a simple majority and shall be entitled to represent and act on behalf of the
Company. Such Executive Members may be removed without cause (ad nutum) at anytime
by the Supervisory Board a simple majority in accordance with Section 3.2.
	 
	 	(e)	 	The Executive Members may freely resign from their duties, subject to
giving three (3) months prior written notice from the effective date of such
resignation, except in case of Disability.
	 
	 	(f)	 	The compensation of an Executive Member shall be determined by the
President, unless such compensation added to any other remuneration received by such
Executive Member from the Group Companies exceeds an annual gross amount of
€250,000 in which case such compensation shall be approved by the Supervisory
Board pursuant to Section 3.2(a)(xii). The compensation of the Executive Members
shall be modified in accordance with the foregoing. The Executive Members shall be
entitled to reimbursement of all reasonable expenses incurred in connection with
their functions within the Company.
	 
	 	(g)	 	The Executive Committee shall meet as often as required in the ordinary
course of business.
	 
	 	(h)	 	A meeting of the Executive Committee may be convened by the President by
all means, including by fax or email, by notice sent at least one (1) Business Day
prior to such meeting (unless otherwise agreed by all members of the Executive
Committee), such notice to include the agenda proposed for such meeting. Meetings
may be held by videoconference or conference call in accordance with applicable Laws
and the Company’s By-Laws and such participation in such meetings shall constitute
presence in person at the relevant meeting.
	 
	 	(i)	 	A majority of the total number of members of the Executive Committee shall
constitute a quorum at any meeting. To the maximum extent permitted by applicable
Laws, any member of the Executive Committee may be represented at any meeting by any
other member of such Executive Committee or by any Person who has received a valid
power of attorney or proxy to such effect.
	 
	 	(j)	 	The affirmative vote of a majority of the members present or represented at
a meeting at which a quorum is present shall be the act of the Executive




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	 	 	 	Committee. All decisions of the Executive Committee shall be recorded in minutes
duly signed by the President and a member of the Executive Committee and
registered in the Company’s corporate books. The President shall have a casting
vote.






	2.3	 	Composition of the Supervisory Board






	 	(a)	 	The Supervisory Board shall be comprised of nine (9) members which may be
legal Entities or private individuals, appointed for an undetermined term and
composed of three (3) Class 1A members (the “Class 1A Members”), three (3)
Class 1B members (the “Class 1B Members”), two (2) Class 1C members (the
“Class 1C Members”) and one (1) Class 1D member (the “Class 1D
Member”), designated as follows in accordance with Section 4.2:






	 	(i)	 	the three (3) Class 1A Members shall be designated by the
Willis Parties in their capacity as holders of the Class 1A Shares;
	 
	 	(ii)	 	the three (3) Class 1B Members shall be designated by the
Financial Investors in their capacity as holders of the Class 1B Shares;
	 
	 	(iii)	 	the two (2) Class 1C Members shall be designated by the
Lucas Parties in their capacity as holder of the Class 1C Shares; and
	 
	 	(iv)	 	the Class 1D Member shall be designated by the Gras
Parties in their capacity as holders of the Class 1D Shares.






	 	(b)	 	The President may be appointed as a Supervisory Board Member.
	 
	 	(c)	 	The Supervisory Board Members shall designate among themselves by a simple
majority their chairman who shall be a private individual and shall remain in office
during his term as Supervisory Board Member. In the event that the President is
appointed as a Supervisory Board Member, he shall automatically be designated as
chairman of the Supervisory Board.
	 
	 	(d)	 	The Supervisory Board Members may not receive any compensation in
consideration for their duties within the Company but shall be entitled to
reimbursement of all reasonable expenses incurred in connection therewith.
	 
	 	(e)	 	The Supervisory Board may designate upon a simple majority vote an
unlimited number of observers which may attend any meeting of the Supervisory Board
without voting rights (the “Observers”). The Observers shall be entitled to
receive the same information from the President or the Executive Committee as the
Supervisory Board Members and shall be subject to the same confidentiality duties as
the Supervisory Board Members.
	 
	 	(f)	 	Unless otherwise agreed by all the Supervisory Board Members, the
Supervisory Board shall meet at least ten (10) times a year and may be convened
either by the President or any Supervisory Board Member, by all means, including by
fax or email, by notice sent preferably ten (10)




- 37 -









 






	 	 	 	Business Days and at least six (6) Business Days prior to such meeting such
notice to include the agenda proposed for such meeting. Meetings may be held by
videoconference or conference call in accordance with applicable Laws and the
Company’s By-Laws and such participation in such meetings shall constitute
presence in person at the relevant meeting, including orally. Unless all the
Supervisory Board Members are present or represented, a matter which was not
listed in the agenda included in the convening notice cannot be discussed and/or
approved by the Supervisory Board.






	 	(g)	 	To the maximum extent permitted by applicable Laws, any Supervisory Board
Member may be represented at any meeting by any other Supervisory Board Member or by
any Person who has received a valid power of attorney or proxy to such effect and who
has no conflict of interests with the group Companies or the Direct Parties. In
order to constitute a quorum at a meeting of the Supervisory Board, at least (i) one
(1) Class 1A Member, one (1) Class 1B Member and one (1) Supervisory Board Member of
any new Class of Voting Shares, shall be present or represented and (ii) either one
(1) Class 1C Member or one (1) Class 1D Member shall be present or represented. If
no quorum can be found, a second meeting of the Supervisory Board shall be convened
in accordance with Paragraph (f) above on the same agenda without any minimum quorum.
Notwithstanding the foregoing, all the Supervisory Board Members shall be present or
represented in order to approve Unanimous Reserved Matters.
	 
	 	(h)	 	Except (i) where otherwise expressly set forth herein and (ii) for all
matters subject to a Qualified Requisite Consent, a Financial Investors Requisite
Consent or a Unanimous Requisite Consent as set forth in Sections 3.2(b), 3.2(c) and
3.2(d) herein, all matters requiring the approval of the Supervisory Board shall be
approved by a simple majority of the Supervisory Board Members present or represented
at a duly convened meeting. The chairman of the Supervisory Board shall have no
casting vote. Every meeting of the Supervisory Board shall be duly recorded in
minutes registered in the Company’s corporate books and jointly signed by:






	 	(i)	 	one (1) Class 1A Member present or represented at such
meeting if at least one (1) Class 1A Member was present or represented at
such meeting;
	 
	 	(ii)	 	one (1) Class 1B Member present or represented at such
meeting if at least one (1) Class 1B Member was present or represented at
such meeting;
	 
	 	(iii)	 	either one (1) Class 1C Member present or represented at
such meeting or one (1) Class 1D Member present or represented at such
meeting if at least one (1) Class 1C Member or one (1) Class 1 D Member was
present or represented at such meeting; and
	 
	 	(iv)	 	one (1) Supervisory Board Member of any new Class of
Voting Shares if at least one (1) Supervisory Board Member of such Class was
present or represented at such meeting.




- 38 -









 












	 	(i)	 	If at least one of the Supervisory Board Members is not a French speaker,
Supervisory Board’s meetings shall be held in English and the minutes of such
meetings shall be written in French and be accompanied by an English translation. In
that case, each Supervisory Board Member who is not an English speaker is authorized
to be assisted by an individual of his choice provided that (i) the chairman of the
Supervisory Board shall be provided with the identity of this individual at least
three (3) Business Days prior to the meeting, (ii) this individual shall have no
conflict of interests with the Group Companies or the Direct Parties, (iii) this
individual shall only act as a translator during the meeting and (iv) this individual
shall be subject to the same confidentiality duties as the Supervisory Board Members.






	2.4	 	Removal and Replacement of Supervisory Board Members






	 	(a)	 	The holders of a Class of Voting Shares that has nominated one or more
Supervisory Board Members pursuant to Section 2.3 shall be entitled to remove one or
more of its nominated members, without cause (ad nutum), at any time (including
without limitation, pursuant to Section 2.4(b) below). If the holders of a Class of
Voting Shares have exercised their right to nominate one or more Supervisory Board
Members pursuant to Section 2.3 and any such Supervisory Board Member ceases to be a
member of such Supervisory Board for any reason (other than pursuant to Section 2.5
of this Agreement), the holders of such Class of Voting Shares shall be entitled to
nominate a candidate to fill such vacancy.
	 
	 	(b)	 	Without prejudice to the right of nomination of his Class of Voting Shares,
each holder of a Class of Voting Shares shall vote, or give consent, and shall
otherwise take all Applicable Actions to remove any Supervisory Board Member
nominated by the holders of such Class of Voting Shares (x) for fraud,
criminal action or failure to perform in a material respect its duties as a
Supervisory Board Member or to give effect to the provisions of Section 2.5 with
respect to the number of Supervisory Board Members and (y) if a Supervisory
Board Member appointed by the holders of a Class of Voting Shares fails or refuses to
vote as required by this Section 2 or Section 3 or votes or gives any consent or
proxy in contravention of this Section 2 or Section 3, or is otherwise in breach of
one of the obligations set forth in Section 2.3.






	2.5	 	Term of Supervisory Board Members






	 	(a)	 	The number of Class 1A Members, Class 1B Members, Class 1C Members or Class
1D Members which the Willis Parties, as holders of the Class 1A Shares, the Financial
Investors, as holders of the Class 1B Shares, the Lucas Parties, as holders of the
Class 1C Shares and the Gras Parties, as holders of the Class 1D Shares may,
respectively, each nominate pursuant to Sections 2.3 and 2.4 shall be reduced for the
relevant Direct Party (x) from three (3) to two (2) in case the number of
Voting Shares held by the Willis Parties or the Financial Investors (as the case may
be) ceases at any time to represent, respectively, at least 26% of the Company’s
voting rights; (y) from two (2) to one (1) in case the number of Voting Shares held
by the Willis Parties,




- 39 -









 






	 	 	 	the Financial Investors or the Lucas Parties (as the case may be) ceases at any
time to represent, respectively, at least 18% of the Company’s voting rights; and
(iii) to zero (0) in case the number of Voting Shares held by the Willis Parties,
the Financial Investors, the Lucas Parties or the Gras Parties (as the case may
be) ceases at any time to represent, respectively, at least 8% of the Company’s
voting rights.






	 	(b)	 	Upon the occurrence of any event requiring a reduction in the number of
Class 1A Members, Class 1B Members, Class 1C Members and Class 1D Members in
accordance with Section 2.5(a), the holders of the relevant Class of Voting Shares
shall take all Applicable Actions to remove the appropriate Class 1A Member(s), Class
1B Member(s) or Class 1C Member(s) as the case may be.






	2.6	 	New Classes of Supervisory Board Members or Increase in the number of a Class of Voting
Shares’ nominees






	 	(a)	 	If, by application of the provisions of Sections 2.5 and/or 2.6(b), the
number of Supervisory Board Members to be appointed by the holders of a Class of
Voting Shares is reduced and as a result of a Transfer or Transfers of Shares or a
New Issuance:






	 	(i)	 	a holder of Ordinary Shares or a group of holders of
Ordinary Shares acting in Concert owns Ordinary Shares representing 8% or
more of the Company’s voting rights and is not entitled to nominate a
Supervisory Board Member, an additional Class of Voting Shares and an
additional Class of Supervisory Board Members shall be created and the
provisions of Sections 2.4, 2.5 and 4.2 shall apply mutatis mutandis in
respect of such new Class of Voting Shares and new Class of Supervisory
Board Members and such additional Class of Voting Shares shall grant the new
holder or group of holders acting in Concert the right to nominate a total
of:






	 	(A)	 	one (1) Supervisory Board Member, if
the new holder or Group of holders acting in Concert holds from and
including 8% up to but excluding 18% of the Voting Shares;
	 
	 	(B)	 	two (2) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and
including 18% up to but excluding 26% of the Voting Shares;
	 
	 	(C)	 	three (3) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and
including 26% up to but excluding 40% of the Voting Shares;
	 
	 	(D)	 	four (4) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and




- 40 -









 






	 	 	 	including 40% up to but excluding 50% of the Voting Shares;






	 	(E)	 	five (5) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and
including 50% up to but excluding 60% of the Voting Shares;
	 
	 	(F)	 	six (6) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and
including 60% up to but excluding 70% of the Voting Shares;
	 
	 	(G)	 	seven (7) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and
including 70% up to but excluding 80% of the Voting Shares;
	 
	 	(H)	 	eight (8) Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds from and
including 80% up to and including 92% of the Voting Shares; and
	 
	 	(I)	 	All the Supervisory Board Members, if
the new holder or Group of holders acting in Concert holds more
than 92% of the Voting Shares;






	 	(ii)	 	and/or
	 
	 	(iii)	 	the holders of an existing Class of Voting Shares
collectively increase their Imputed Holdings then this existing Class of
Voting Shares shall be entitled to nominate a total of:






	 	(A)	 	two (2) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and including 18% up to but excluding 26% of the Voting Shares;
	 
	 	(B)	 	three (3) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and including 26% up to but excluding 40% of the Voting Shares;
	 
	 	(C)	 	four (4) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and including 40% up to but excluding 50% of the Voting Shares;
	 
	 	(D)	 	five (5) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and




- 41 -









 






	 	 	 	including 50% up to but excluding 60% of the Voting Shares;






	 	(E)	 	six (6) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and including 60% up to but excluding 70% of the Voting Shares;
	 
	 	(F)	 	seven (7) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and including 70% up to but excluding 80% of the Voting Shares;
	 
	 	(G)	 	eight (8) Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold from
and including 80% up to and including 92% of the Voting Shares; and
	 
	 	(H)	 	all the Supervisory Board Members, if
the holders of this Class of Voting Shares collectively hold more
than 92% of the Voting Shares.






	 	(b)	 	In the event that the number of Voting Shares collectively held by the
holders of a Class of Voting Shares is reduced so as to fall within a lower
percentage threshold category as described above, the number of Supervisory Board
Members which such holders may nominate as holders of this Class of Voting Shares
shall be reduced accordingly.
	 
	 	(c)	 	For the avoidance of doubt, (i) the provisions of this Section 2.6 shall
not result in an increase of the size of the Supervisory Board, and (ii) if several
new holders of Ordinary Shares and/or existing Classes of Voting Shares request the
benefit of the above provisions but sufficient seats are not available to accommodate
the proposed additional number of Supervisory Board Members, the requesting new
holder(s) of Ordinary Shares or the Class of Voting Shares the number of Voting
Shares of which is the highest shall benefit from such provisions.
	 
	 	(d)	 	Notwithstanding the foregoing, in the event that (i) by application of the
provisions of Sections 2.5 and 2.6, there are only two Classes of Voting Shares
entitled to nominate Supervisory Board Members remaining and (ii) the holders of each
of such Classes of Voting Shares hold the exact same number of Voting Shares, the
holders of each of such Classes of Voting Shares shall be entitled to nominate four
(4) Supervisory Board Members, including, for the avoidance of doubt, if their Voting
Shares give right to 50% of the Company’s voting rights.






	2.7	 	Committees






	 	(a)	 	The Supervisory Board shall have the authority to appoint such committees
(the “Committees”) as it sees fit, provided that such Committees
shall be advisory only and the Supervisory Board shall not have delegated to them




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	 	 	 	any decision making power. Any Committee of the Supervisory Board shall be
created by approval of a simple majority of the Supervisory Board and the
composition and members of such Committee shall also be approved by the same
majority of the Supervisory Board Members in their discretion, provided
that each Committee shall be comprised of at least one Supervisory Board Member
of each Class. Members of any Committee shall be appointed for an unlimited
term. They may be removed without cause (ad nutum) by the Supervisory Board upon
a simple majority vote and may resign subject to giving one month’s prior written
notice. The members of a Committee may not receive any compensation in
consideration for their functions within the Company.






	 	(b)	 	An audit committee (the “Audit Committee”) shall be created on the
date hereof in accordance with the provisions of paragraph (a) of this Section 2.7.
Such Audit Committee shall, notably, assist the President and the Executive Committee
in the preparation of the Annual Accounts, the Annual Budget and the Half Year
Accounts and shall cooperate and coordinate with the Company’s auditors (commissaires
aux comptes).






	3.	 	GOVERNANCE OF THE GROUP
	 
	3.1	 	Implementation
	 
	 	 	The Direct Parties agree that at all times the provisions of this Agreement shall govern
their rights and obligations as Shareholders of the Company and as indirect shareholders
of its Subsidiaries, including Bidco and the Targets, and shall prevail in the event there
is a conflict or inconsistency between this Agreement, on the one hand, and the
organizational documents of the Company and/or any of its Subsidiaries, including Bidco
and the Targets, on the other hand. The Direct Parties shall take, to the fullest extent
possible under applicable Laws, all Applicable Actions to amend the applicable
organizational documents of the Company, Bidco and the Targets, including the By-Laws, in
order to implement Sections 2, 3, 4 and 5 of this Agreement and to incorporate this
Agreement by reference in the By-Laws and, in any event, shall act in accordance with this
Agreement. In the event of any conflict or inconsistency between the terms of this
Agreement and the terms of the applicable organizational documents of the Company,
including the Company’s By-Laws, or any of its Subsidiaries, this Agreement shall prevail.
	 
	3.2	 	Reserved Matters requiring prior consent






	 	(a)	 	Except for actions resulting from commitments or undertakings validly
approved by any of the Group Companies prior to the date hereof and as long as the
Put Options have not been exercised and the Transfers resulting thereof have not been
validly completed pursuant to Section 14, the Company and the Parties shall not take
or agree to take, and shall procure that neither the President, the Executive Members
nor any other Group Company shall take or agree to take, any of the following actions
nor any




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	 	 	 	measures which would result in the same practical consequence as any of the
following actions (the “Ordinary Reserved Matters”) without the prior
consent of the Supervisory Board, by the affirmative vote of a simple majority of
the Supervisory Board Members (whether present or represented) at a duly convened
meeting (the “Ordinary Requisite Consent”):






	 	(i)	 	the approval or modification of the Annual Budget and the
modification of the business plan of the Company prepared on a consolidated
basis for all Group Companies and any strategic decision which is not
consistent with the approved Annual Budget and/or business plan;
	 
	 	(ii)	 	the approval and/or modification of the annual general
rules for cash investment practices (the “Investment Rules”);
	 
	 	(iii)	 	the investment, acquisition or disposal (including
through creation or exercise of options) by a Group Company of shares or
other securities or any fixed or tangible asset or assets in excess of an
individual amount of €300,000 or in excess of an aggregate annual amount
of €1,000,000, unless already approved in the Annual Budget or in the
Investment Rules;
	 
	 	(iv)	 	any decision with respect to a Group Company’s interest
in a Group Company other than Bidco and the Targets, including, without
limitation, any transfer or granting of any security interests, for an
individual amount in excess of €300,000 or for an aggregate annual amount
in excess of €1,000,000, unless already approved in the Annual Budget;
	 
	 	(v)	 	any decision involving, immediately or in the future, an
investment or commitment to be undertaken by a Group Company for an
individual amount in excess of €300,000 or for an aggregate annual amount
in excess of €1,000,000, unless already approved in the Annual Budget or
in the Investment Rules;
	 
	 	(vi)	 	the conclusion, material modification or termination of
any commercial agreements outside the ordinary course of business and
generating a turnover or expense in excess of €1,000,000, unless already
approved in the Annual Budget;
	 
	 	(vii)	 	the approval of the issuance and allocation by a Group
Company of an employee incentive plan or, subject to Section 3.2(c)(vii), a
stock options plan;
	 
	 	(viii)	 	the appointment and renewal of the President;
	 
	 	(ix)	 	the appointment of the Executive Members upon the
President’s proposal;




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	 	(x)	 	the removal of the Executive Members in case they are
entitled to represent and act on behalf of the Company;
	 
	 	(xi)	 	the appointment, renewal or removal of any legal
representatives (mandataires sociaux) of any Subsidiary of the Company which
generates an annual unconsolidated turnover in excess of €15,000,000;
	 
	 	(xii)	 	the recruitment, the dismissal or any modification of
the remuneration of any employee of the Group with an individual annual
gross remuneration in excess of €250,000;
	 
	 	(xiii)	 	the appointment or replacement of the auditors (commissaires aux comptes)
of any Group Company which generates an annual unconsolidated turnover in
excess of €10,000,000 and the approval of any significant changes in
accounting methods and principles applicable to a Group Company (except when
required by applicable Laws);
	 
	 	(xiv)	 	the settlement and approval of the Annual Accounts of
the Company, the annual financial statements of Bidco, the annual financial
statements of a Target and the allocation of profits;
	 
	 	(xv)	 	the distribution of dividends or interim dividends or any
other form of distribution to shareholders (including of reserves or
premium) by the Company, Bidco or any Target;
	 
	 	(xvi)	 	the initiation or settlement by a Group Company of any
uninsured litigation or arbitral proceedings in an amount at stake in excess
of €1,000,000, unless already approved in the Annual Budget;
	 
	 	(xvii)	 	the granting of any security interest or guarantee of any kind (other than
(A) guarantees granted in the ordinary course of business pursuant to OHADA
Rules, (B) guarantees required by applicable Laws to carry out insurance
brokerage activities, or (C), more generally, guarantees granted in the
ordinary course of business) in favor of any Person as security for
obligations of an individual amount in excess of €300,000 or an aggregate
annual amount in excess of €1,000,000;
	 
	 	(xviii)	 	the exercise of the Correduria Put;
	 
	 	(xix)	 	the conclusion, modification or termination of any
agreement within the scope of Articles L. 225-38 et seq. and Articles
L. 227-10 et seq. of the French Commercial Code (Code de commerce) entered
into by the Company, Bidco or a Target, on the one hand, and any Person
(other than another Group Company) described therein, on the other hand, it
being expressly agreed that the following is considered to be such an
agreement: any agreement which (A) directly or indirectly, involves (within
the meaning of Articles L. 225-38 and L. 227-10 of the French Commercial
Code




- 45 -









 






	 	 	 	(Code de commerce)) a Party, an Affiliate of a Party and/or a Gras
Shareholder and (B) is not to be entered into on an arms’ length basis,
and the Supervisory Board Members of the corresponding Class shall
refrain from voting for the approval of such an agreement; and






	 	(xx)	 	any issuance of Securities or issuance of securities by
Bidco or a Target other than those which shall be approved in accordance
with Section 3.2(b)(v).






	 	(b)	 	Except for actions resulting from commitments or undertakings validly
approved by any of the Group Companies prior to the date hereof, the Company and the
Parties shall not take or agree to take, and shall procure that neither the
President, the Executive Members nor any other Group Company shall take or agree to
take, any of the following actions nor any measures which would result in the same
practical consequence as any of the following actions (the “Qualified Reserved
Matters”) without the prior consent of the Supervisory Board, by the affirmative
vote of a majority of 7/9ths of the Supervisory Board Members (whether
present or represented) at a duly convened meeting (the “Qualified Requisite
Consent”):






	 	(i)	 	any Transfer by the Company of securities issued by Bidco
as a result of which the Company would, immediately or in the future, cease
to hold at least 95% of Bidco’s shares and voting rights;
	 
	 	(ii)	 	any Transfer by Bidco of securities issued by GSC as a
result of which the BidCo would, immediately or in the future, cease to hold
at least 95% of GSC’s shares and voting rights;
	 
	 	(iii)	 	any Transfer by GSC of securities issued by Gras Savoye
SA as a result of which GSC would, immediately or in the future, cease to
hold at least 95% of Gras Savoye SA’s shares and voting rights;
	 
	 	(iv)	 	any decision involving, immediately or in the future, an
amendment to the By-Laws of the Company, Bidco or the Targets (other than an
issuance of Securities, an issuance of securities by Bidco or a Target or a
transfer of registered office);
	 
	 	(v)	 	any issuance of Securities which would enable a Third
Party to subscribe for Securities except for any issuance of Securities
(x) pursuant to a stock option plan, (y) upon conversion or
exercise of any existing Securities, or (z) in connection with an
IPO;
	 
	 	(vi)	 	any issuance of securities by Bidco or a Target which
would enable any Person other than a Group Company to subscribe for
securities of Bidco or securities of such Target except for any issuance of
securities by Bidco or a Target pursuant to a stock option plan;
	 
	 	(vii)	 	any decision regarding the IPO or any public offering of
securities issued by a Group Company and any action required to be taken by




- 46 -









 






	 	 	 	such Group Company in relation thereto, including the choice of the
financial advisers and underwriters;






	 	(viii)	 	any modification of the terms and conditions of the Vendors Bonds and/or
the Subordinated Convertible Bonds; and
	 
	 	(ix)	 	any Ordinary Reserved Matters if the Put Options are duly
exercised and the Transfers resulting thereof are validly completed pursuant
to Section 14.






	 	 	 	Notwithstanding the foregoing, the removal of the President shall require a
Qualified Requisite Consent decided by the affirmative vote of a majority of
6/9ths of the Supervisory Board Members (whether present or
represented) at a duly convened meeting, it being specified that in the event
that the President is a Supervisory Board Member, he shall not participate to the
vote on his removal.
	 
	 	(c)	 	Except for actions resulting from commitments or undertakings validly
approved by any of the Group Companies prior to the date hereof, as long as there are
at least two (2) Class 1B Members, the Company and the Parties shall not take or
agree to take, and shall procure that neither the President, the Executive Members
nor any other Group Company shall take or agree to take, any of the following actions
nor any measures which would result in the same practical consequence as any of the
following actions (the “Financial Investors Reserved Matters”) without, in
addition to the prior approval of the Supervisory Board by the affirmative vote of a
simple majority or such other majority in the conditions set forth herein of the
Supervisory Board Members (whether present or represented) at a duly convened
meeting, the affirmative vote of a majority of the Class 1B Members present or
represented (the “Financial Investors Requisite Consent”) at such meeting, it
being specified that any formal approval validly given by the affirmative vote of a
majority of the Class 1B Members pursuant to any other provisions of this Agreement
shall be deemed as a valid Financial Investors Requisite Consent for the purposes of
this Paragraph (c) without requiring any additional Financial Investors Requisite
Consent:






	 	(i)	 	the investment, acquisition or disposal (including
through creation or exercise of options) by a Group Company of shares or
other securities or any fixed or tangible asset or assets for an individual
amount in excess of €1,000,000;
	 
	 	(ii)	 	any decision, involving immediately or in the future, any
investment or commitment to be undertaken by a Group Company for an amount
in excess of €1,000,000;
	 
	 	(iii)	 	any decision which would require the prior consent of
the lenders under the Finance Documents, or which, failing such prior
consent, would constitute an event of default under the Finance Documents;




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	 	(iv)	 	the incurring or modification of any new borrowing or
financial indebtedness by a Group Company for an amount in excess of
€1,000,000, the prepayment of any indebtedness of a Group Company and the
granting of any loan by a Group Company to any Person other than another
Group Company for a principal amount in excess of €1,000,000;
	 
	 	(v)	 	the redemption or repurchase of any Securities of the
Company, any Securities of Bidco and any securities of a Target except for
(x) stock options or (y) redemption or repurchase resulting from
existing arrangements in full force and effect on the date hereof;
	 
	 	(vi)	 	any significant change to a Group Company’s business,
including by engaging in a new business other than the Business Activities
or ceasing to carry out a material activity, or any material change in the
Group Company’s strategy; and
	 
	 	(vii)	 	the approval of the issuance by a Group Company of a
stock options plan.






	 	(d)	 	Except for actions resulting from commitments or undertakings validly
approved by any of the Group Companies prior to the date hereof, the Company and the
Parties shall not take or agree to take, and shall procure that neither the
President, the Executive Members nor any other Group Company shall take or agree to
take, any of the following actions nor any measures which would result in the same
practical consequence as any of the following actions (the “Unanimous Reserved
Matters”) without the prior consent of the Supervisory Board, by the affirmative
vote of all the Supervisory Board Members (whether present or represented) at a duly
convened meeting (the “Unanimous Requisite Consent”):






	 	(i)	 	any voluntary winding up, dissolution or liquidation of
the Company, Bidco or any of the Targets;
	 
	 	(ii)	 	any release of the lock-up set forth in Section 7.1
before the expiry of the Standstill Period or, concerning the Mancos, before
December 31, 2017; and
	 
	 	(iii)	 	if the number of Class 1C Members and Class 1D Members
falls below three (3) in aggregate:






	 	(A)	 	any Transfer by the Company of
securities issued by Bidco as a result of which the Company would,
immediately or in the future, cease to hold at least 95% of Bidco’s
shares and voting rights;
	 
	 	(B)	 	any Transfer by the Bidco of securities
issued by GSC as a result of which the Bidco would, immediately or
in the future, cease to hold at least 95% of GSC’s shares and
voting rights;




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	 	(C)	 	any Transfer by GSC of securities
issued by Gras Savoye SA as a result of which GSC would,
immediately or in the future, cease to hold at least 95% of Gras
Savoye SA’s shares and voting rights; and
	 
	 	(D)	 	any issuance of securities by Bidco or
a Target which would enable any Person other than a Group Company
to subscribe for securities of Bidco or securities of a Target,
except for securities to be issued as consideration in the context
of an external growth operation which would not entail a change of
Control of Bidco or any of the Target.






	 	(e)	 	Each of the Shareholders shall take all Applicable Actions (i) to procure
that no action or decision (including a Shareholders’ decision) shall be taken with
respect to any Reserved Matter without the Requisite Consent, (ii) to ensure that
each Group Company and its relevant management body shall be informed of the
provisions of this Agreement governing Reserved Matters and shall be directed to
refer any such Reserved Matters to the Supervisory Board before any decision is taken
and (iii) to ensure that upon the Requisite Consent for any action or decision
relating to any Reserved Matter, the Company, the President and/or the Executive
Committee or the applicable Subsidiary of the Company or its legal representatives
(mandataires sociaux) shall carry out such action or decision in accordance
therewith.






	3.3	 	Matters requiring information
	 
	 	 	Should an action listed as a Reserved Matter under Sections 3.2(a), 3.2(b) or 3.2(c) be
completed or implemented after the date hereof as a result of a commitment or undertaking
validly approved by a Group Company prior to the date hereof, the Supervisory Board shall
be informed of such completion or implementation by the President, the Executive Members
or the legal representatives of any Group Company no later than one (1) month thereafter.
	 
	3.4	 	Management
	 
	 	 	The President shall have all the rights and powers provided for by French Law, but shall
not take any action or decision (even if in the ordinary course of such Company’s
business) which would constitute a Reserved Matter without the Requisite Consent in
accordance with the provisions of Section 3.2. The restrictions set forth in Section
3.2on the rights and powers of the President shall prevail among the Parties over
any provision of the By-Laws of the relevant Group Company. The powers of the legal
representatives (mandataires sociaux) of Bidco, the Targets or any other Subsidiary of the
Company shall also be limited to the extent of such restrictions.
	 
	3.5	 	Provisions regarding Bidco and the Targets






	 	(a)	 	Bidco and GSC are, and shall remain at all times, organized under the Laws
of France in the form of a société par actions simplifiée, managed by a




- 49 -









 






	 	 	 	president (président) in accordance with Article L. 227-6 of the French
Commercial Code (Code de commerce).






	 	(b)	 	The Direct Parties shall take all Applicable Actions to initiate as
promptly as practicable the process of information and consultation of the workers’
central committee in relation to the contemplated conversion of Gras Savoye SA into a
société par actions simplifiée.
	 
	 	(c)	 	Subject to the foregoing, at all times during the term of this Agreement,
the president of each of Bidco and the Targets shall be the President, the cessation
of functions of the President entailing automatically the cessation of functions of
the president of Bidco and the Targets, without any right to indemnification.






	4.	 	SHAREHOLDERS’ DECISIONS
	 
	4.1	 	Shareholders’ Resolutions






	 	(a)	 	Except as provided for in Sections 2, 3 and 4.2 and for Non-Voting Shares,
there shall be no restriction on the ability of any Direct Party to vote through any
Voting Shares held by such Direct Party. Each Direct Party shall benefit from voting
rights in proportion to its Voting Shares in the Company. Except as otherwise
required by Law, no Direct Party shall vote (either directly or through any nominee
to the Supervisory Board) in favor of any provision to or any modification or
amendment of the Company’s By-Laws (or any shareholders resolution) of the By-Laws of
any other Group Company that would be inconsistent with the terms of this Agreement.
	 
	 	(b)	 	Any action or decision which results in a modification of the Company’s
By-Laws (other than an issuance of Securities or a transfer of the registered office)
shall be validly taken if approved by a 80% majority vote of the Shareholders present
or represented at a duly convened Shareholders’ meeting. Any other decisions of the
Shareholders of the Company, shall be validly taken if approved by a simple majority
vote of the Shareholders present or represented at a duly convened Shareholders’
meeting, except where a unanimous vote is required by applicable Laws.
	 
	 	(c)	 	All Shareholders’ meetings shall be convened by either the President or a
Supervisory Board Member, by a notice to be sent to each Shareholder of the Company
by any means, including by email or facsimile, at least ten (10) Business Days from
the date of such meeting. Such notice shall include the agenda and the resolutions
to be submitted to such Shareholders’ meeting. The quorum for any Shareholders’
meeting of the Company shall be 50% of the Voting Shares.
	 
	 	(d)	 	Shareholders’ decisions may also be adopted by mean of written resolutions
signed by each of the holders of Voting Shares. All decisions of the




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	 	 	 	Shareholders other than unanimous written resolutions shall be duly recorded in
minutes jointly signed by the President and a Shareholder of each Class of Voting
Shares present or represented. Minutes and unanimous written resolutions shall
be registered in the Company’s corporate books and, as long as certain
Shareholders are not French speaker or Entities existing under the Laws of a non
French speaking country, shall be accompanied by a French translation.






	 	(e)	 	In case of title division (démembrement de propriété) of Voting Shares, the
holder of the bare ownership (nue-propriété) shall be entitled to vote on decisions
requiring unanimity or the above mentioned qualified majority and the holder of the
usufruct (usufruit) shall be entitled to vote on any other decisions submitted to the
Shareholders, provided that the holder of the bare ownership (nue-propriété)
and the holder of the usufruct (usufruit) are always entitled to enter into an
agreement providing for different voting arrangements.






	4.2	 	Resolutions of the holders of a Class of Voting Shares






	 	(a)	 	Class Representatives and special general meetings of a Class of Voting
Shares






	 	(i)	 	Upon the creation of a Class of Voting Shares (other than
Ordinary Shares) and to the extent that the holders of Voting Shares of such
Class are or become more than two (2) , the President shall convene, in the
same conditions as a Shareholders’ general meeting, a special general
meeting of the holders of Voting Shares of such Class in order to appoint
one (1) or two (2) representatives of the holders of Voting Shares of such
Class (the “Class Representatives”) and, if it is a new Class of
Voting Shares, the first nominee(s) of this Class on the Supervisory Board.
	 
	 	(ii)	 	The quorum for any such special general meeting shall be
50% of the Voting Shares of such Class. Each holder of Voting Shares of the
said Class shall benefit from voting rights in proportion to its Voting
Shares.
	 
	 	(iii)	 	The Class Representatives may be private individuals or
Entities and shall be chosen from amongst the holders of Voting Shares of
such Class. The nominees of such Class on the Supervisory Board may, but
are not compelled to, hold Shares in the Company. If two (2) Class
Representatives are appointed, they may also be appointed as Supervisory
Board Members.
	 
	 	(iv)	 	The Class Representatives and the nominees shall be
appointed for an unlimited term by a simple majority vote of the holders of
Voting Shares of such Class present or represented at a special general
meeting. They may be removed without cause (ad nutum) at anytime by a
simple majority vote of the holders of Voting




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	 	 	 	Shares of such Class present or represented at a duly convened special
general meeting.






	 	(v)	 	A special general meeting of a Class of Voting Shares may
also be convened by one or several holders of this Class holding more than
20% of the Voting Shares of this Class.
	 
	 	(vi)	 	All decisions of a Class of Voting Shares other than
unanimous written resolutions shall be duly recorded in minutes jointly
signed by the Class Representative(s) and a Shareholder of the relevant
Class. Minutes and unanimous written resolutions shall be registered in the
Company’s corporate books.






	 	(b)	 	Powers and duties of the Class Representatives






	 	(i)	 	Once appointed, each Class Representative is entitled to
convene a special general meeting of the holders of its Class in order to
propose the removal of a nominee or, if any, the other Class Representative
and potential nominees to the Supervisory Board in order to fill any
vacancy. All these decisions of the special general meeting of a Class of
Voting Shares shall be validly taken if approved by a simple majority vote
of the holders of Voting Shares of such Class present or represented.
	 
	 	(ii)	 	Any Class Representative which ceases to hold Voting
Shares of its Class shall be deemed to have resigned.
	 
	 	(iii)	 	In the event of the resignation, death or Disability of
a Class Representative, a special general meeting shall be convened by the
other Class Representative, if any, or by any holder of Voting Shares of
this Class within two (2) months from the date of such vacancy being known
in order to appoint a new Class Representative.
	 
	 	(iv)	 	The Class Representatives shall take all Applicable
Actions to convene a special general meeting for the purpose of selecting
the nominees to the Supervisory Board (whether initial nominees or nominees
to fill any vacancies selected in accordance with Section 2.4) in accordance
with the provisions of this Section 2.3 and Section 2.4.






	 	(c)	 	Class of Voting Shares with less than three (3) holders






	 	(i)	 	When the number of holders of a Class of Voting Shares is
below three (3), the nominees of such Class at the Supervisory Board shall
be appointed by a written resolution signed by the holder of Voting Shares
of this Class holding more than 50% of the Voting Shares of this Class and
delivered to the President. In the event that there are two (2) holders
holding exactly the same number of Voting Shares, this written resolution
shall be signed by both holders.




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	 	(ii)	 	In this situation, the holders of this Class of Voting
Shares shall take all Applicable Actions to select the nominees of this
Class to the Supervisory Board (whether initial nominees or nominees to fill
any vacancies selected in accordance with Section 2.4) in accordance with
the provisions of this Section 2.3 and Section 2.4.
	 
	 	(iii)	 	If the number of holders of a Class of Voting Shares
falls below three (3), the Class Representative(s) of this Class of Voting
Shares shall be deemed to have resigned and the provisions of this
Section 4.2(c) shall apply.






	5.	 	AGREED RESTRUCTURING PLAN
	 
	5.1	 	Negotiations of an Agreed Restructuring Plan






	 	(a)	 	The negotiations of an Agreed Restructuring Plan with the Senior Lenders
can be initiated either by one or several Class 1A Members or by one or several Class
1B Members or by one or several Class 1C Members the (“Initiating Class
Members”), provided that the Class 1A Members or the Class 1B Members or
the Class 1C Members shall lose this right to initiate negotiations with the Senior
Lenders if their aggregate number at the Supervisory Board falls below two (2).
	 
	 	(b)	 	After initiating the negotiations with the Senior Lenders, the Initiating
Class Members shall regularly inform the other Supervisory Board Members of the terms
and conditions of the Agreed Restructuring Plan proposed to the Senior Lenders.






	5.2	 	Approval and implementation of an Agreed Restructuring Plan






	 	(a)	 	In the event of an Agreed Restructuring Plan, notwithstanding Section 3.2,
Section 4.1 and any other provision to the contrary:






	 	(i)	 	during four (4) months as from the occurrence of a
Triggering Event, all the decisions of the Supervisory Board which will be
necessary to approve and/or implement the Agreed Restructuring Plan shall be
validly taken if approved by the affirmative vote of two third of the
Supervisory Board Members (whether present or represented) at a duly
convened meeting (the “First Agreed Supervisory Board Restructuring
Majority”);
	 
	 	(ii)	 	if a First Agreed Supervisory Board Restructuring
Majority has not been reached in favor of the proposed Agreed Restructuring
Plan within the four (4) month-period stated in Paragraph (i) above, then
after such four (4) month-period, all the decisions of the Supervisory Board
which will be necessary to approve and/or implement the Agreed Restructuring
Plan shall be validly taken if approved by the affirmative vote of one third
of the Supervisory




- 53 -









 






	 	 	 	Board Members whether present or represented) at a duly convened
meeting; and






	 	(iii)	 	all the Shareholders’ resolutions which will be
necessary to approve and/or implement the Agreed Restructuring Plan shall be
validly taken if approved by a one third majority vote of the Shareholders
present or represented.






	 	(b)	 	For the avoidance of doubt, and without limiting the generality of the
foregoing, in the event of an Agreed Restructuring Plan, the decisions described in
Sections 3.2(a)(iii) and 3.2(c)(i) (Sales of assets), Section 3.2(a)(xvii) (Granting
of security interest), Section 3.2(a)(xx) (Issuance of Securities) and
Section 3.2(c)(iv) (Incurrence or modification of indebtedness) shall be approved in
accordance with Paragraphs (a)(i) and (a)(ii) above.
	 
	 	(c)	 	As an exception to the foregoing, the following decisions shall always be
approved as follows and not in accordance with Paragraphs (a)(i) and (a)(ii)
of this Section 5.2:






	 	(i)	 	the decisions described in Section 3.2(b)(v) (issuance of
Securities to a Third Party) and Section 3.2(b)(vi) (issuance of securities
y Bidco or a Target), which shall in any case remain subject to the majority
rules set forth in the first Paragraph of Section 3.2(b); and
	 
	 	(ii)	 	the decisions taken in relation with the last Paragraph
of Section 3.2(b) (Removal of the President), which shall in any case remain
subject to the majority rules set forth in such last Paragraph of Section
3.2(b).






	6.	 	REPORTS, INFORMATION AND MONITORING
	 
	6.1	 	Information of the Supervisory Board
	 
	 	 	Each Supervisory Board Member and each Observer shall be entitled to receive from the
President and/or the Executive Committee:






	 	(a)	 	the Annual Budget fifteen (15) days prior to the start of each relevant
Financial Year;
	 
	 	(b)	 	the Annual Accounts within one hundred and fifteen (115) days after the end
of each relevant Financial Year;
	 
	 	(c)	 	the certified Annual Accounts as soon as available and in any event no
later than five (5) Business Days as from the date of certification;
	 
	 	(d)	 	the Half Year Accounts as soon as available and in any event no later than
September 30 of each year;




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	 	(e)	 	quarterly reports (including, (w) a balance sheet together with a
comparison thereof with the previous year, (x) a cash flow statement together
with a comparison thereof with the previous year and (y) profit and loss
accounts together with a comparison thereof with the Annual Budget and the previous
year) regarding the activities and the financial position of the Group Companies and
(z) the Financial Indebtedness together, as from the Financial Year 2011,
with a comparison thereof with the previous year, no later than:






	 	(i)	 	fifty five (55) days after the end of each quarter other
than the Quarter ending as at the end of its Financial Year;
	 
	 	(ii)	 	seventy (70) days after the end of the quarter ending as
at the end of its Financial Year






	 	(f)	 	monthly reports (including, profit and loss accounts together with a
comparison thereof with the Annual Budget and the previous year and regarding the
activities and the financial position of a list of main Group Companies to be defined
by the Supervisory Board), no later than:






	 	(i)	 	thirty (30) days of the end of each calendar month (other
than January) of 2010; and;
	 
	 	(ii)	 	twenty five (25) days of the end of each calendar month
(other than January) of 2011 and of each subsequent calendar year,






	 	(g)	 	such reports and information to be provided to the lenders under the
Finance Documents at least ten (10) days before they are provided to lenders;
	 
	 	(h)	 	such other reports and information as any Supervisory Board Member may at
any time reasonably require in writing to the President and/or the Executive
Committee for the purposes of duly carrying out its duties within the Company as
regards any matter relating to the businesses or affairs of the Company and its
Subsidiaries or to its financial position or prospects; and
	 
	 	(i)	 	upon request, the agreements generating a turnover or expense in excess of
€100,000 which are identified in Section 3.2(a)(xix) but which have been entered
into by the Company, Bidco or a Target on an arm’s length basis and, therefore, have
not been previously approved by the Supervisory Board.






	6.2	 	Direct Parties subject to ERISA Rules






	 	(a)	 	Upon reasonable request by any Direct Party that is subject to the ERISA
Rules, the Direct Parties shall use their best endeavors to procure that such Direct
Party shall be granted the right, subject to one month’s prior notice, to have
reasonable access to the premises, books and records of the Company and to have
regular meetings with the management of the Group. Any costs generated by the
exercise of this right shall be borne by the Direct Party subject to the ERISA Rules
which has exercised this right. Any




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	 	 	 	information obtained by the Direct Party subject to the ERISA Rules in this
context shall remain strictly confidential.






	 	(b)	 	In the event that a Direct Party subject to the ERISA Rules has no
Supervisory Board Member or Observer, then upon the reasonable request of such Direct
Party, the Direct Parties shall take all Applicable Actions in order to enable such
Direct Party to obtain one (1) Observer to the Supervisory Board.
	 
	 	(c)	 	The Direct Parties undertake to sign in good faith any document which is
necessary for a Direct Party subject to the ERISA Rules to continue to qualify as a
venture capital operating company for the purpose of the ERISA Rules,
provided that (i) a legal opinion from a first ranked international law firm
shall expressly confirm the necessity of such document and (ii) such document shall
have no detrimental effect upon the Parties and/or the Group Companies.






	6.3	 	Control of financial accounts






	 	(a)	 	Auditors (commissaires aux comptes) of the Company shall be appointed from
amongst reputable international accounting firms.
	 
	 	(b)	 	If a simple majority of the Supervisory Board Members present or
represented at a duly convened meeting decides that the Group Companies’ financial
statements shall also be prepared in accordance with IFRS, the costs of such
transition to IFRS shall be borne by the Group Companies.




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CHAPTER II

TRANSFERS





	7.	 	GENERAL PRINCIPLES REGARDING TRANSFERS
	 
	7.1	 	Lock-up






	 	(a)	 	Until the expiration of the Standstill Period, no Direct Party may Transfer
any of its Securities to any other Party or to any Third Party except pursuant to
Paragraph (e) below or a Permitted Transfer.
	 
	 	(b)	 	After the expiration of the Standstill Period and until December 31, 2017,
any Direct Party other than the Mancos may Transfer all or a portion of its
Securities in accordance with and subject to the provisions of this Agreement.
	 
	 	(c)	 	Until December 31, 2017, no Manco may Transfer any of its Securities to any
other Party or to any Third Party except pursuant to Paragraph (e) below or a
Permitted Transfer.
	 
	 	(d)	 	After December 31, 2017, any Direct Party including the Mancos may Transfer
all or a portion of its Securities in accordance with and subject to the provisions
of this Agreement.
	 
	 	(e)	 	Even though the Standstill Period has not expired or, concerning the
Mancos, before December 31, 2017, a Direct Party could complete a Transfer of
Securities (other than a Permitted Transfer) to another Party or a Third Party
provided that:






	 	(i)	 	such Transfer shall be previously approved by an
affirmative vote of all the Supervisory Board Members (whether present or
represented) at a duly convened meeting;
	 
	 	(ii)	 	after this prior approval, this Direct Party shall
deliver a Transfer Notice in accordance with Section 7.3; and
	 
	 	(iii)	 	the other Direct Parties shall be entitled to exercise
and perform their Pre-emption Rights, their Proportional Tag Along Rights
and/or, as the case may be, their Total Tag Along Rights with respect to
such approved Transfer in accordance with Section 12.






	 	(f)	 	Notwithstanding the foregoing and any other provision to the contrary, no
Direct Party may Transfer all or any portion of its Securities to a Competitor,
except if such Transfer entails a Total Tag Along Situation or would automatically
result in a Full Exit. Accordingly, notwithstanding Section 9.1(a), no Financial
Investor may Transfer all or any portion of its Securities to an Original Fund’s
Affiliate which is a Competitor, except if




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	 	 	 	such Transfer entails a Total Tag Along Situation or would automatically result
in a Full Exit.






	7.2	 	Principles
	 
	 	 	In addition to and subject to the provisions of this Chapter II, the following general
principles shall apply to any Transfer of Securities:






	 	(a)	 	no Direct Party shall Transfer any Securities other than as a result of (i)
a Permitted Transfer or (ii) the acceptance of an Admissible Offer in accordance with
this Agreement;
	 
	 	(b)	 	in the event of a purported Transfer by a Direct Party in violation of this
Agreement, such purported Transfer shall be void and of no effect and the Company
shall not give effect to such Transfer;
	 
	 	(c)	 	any Transfer of Securities pursuant to the exercise of the Pre-emption
Right, the Proportional Tag Along Right, the Total Tag Along Right or the Drag Along
Right shall be on the same terms and conditions as set forth in the Admissible Offer,
provided that in the event that the Admissible Offer provides for a Non-Cash
Consideration, the Direct Party exercising its rights shall always have the option to
receive (or to pay in the case of the exercise of the Pre-emption Right) the Non-Cash
Consideration or the amount in cash corresponding to the value of the Offered
Securities as set out in the Transfer Notice or as determined by the expert in
accordance with Section 12.4(e);
	 
	 	(d)	 	in the event that a Direct Party holds several types of Securities, such
Direct Party shall not be permitted to Transfer any Securities in accordance with the
terms and conditions of this Agreement without simultaneously Transferring to the
same Transferee an equal proportion of Securities of the other type(s) of Securities
held by such Direct Party so that the existing ratio between the different categories
of Securities held by the Transferring Direct Party prior to the Transfer remains
unchanged after completion of the Transfer, it being expressly agreed that such
principle shall apply to the Permitted Transfers other than the ones set forth in
Sections 9.1(a), 9.1(b) and 9.1(e);
	 
	 	(e)	 	each Transferor shall use its best endeavors to procure that no
representations and warranties shall be granted in relation to any Transfer of
Securities;
	 
	 	(f)	 	in respect of any Transfer of its Securities pursuant to the exercise of
the Total Tag Along Right, the Proportional Tag Along Right or the Drag Along Right,
(i) each Transferor shall bear its pro-rata share of the fees, commissions and other
out-of-pocket expenses (including the fees and expenses of professional advisors)
incurred in connection with the relevant Transfer (such several basis and pro-rata
share being calculated on the basis of the net proceeds received by each Transferor
and such fees and expenses being deducted from the proceeds in order to be paid
directly to such advisors), and (ii), should any representations and warranties be
granted in




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	 	 	 	relation to any Transfer of Securities, each Transferor shall be responsible for
its pro-rata share of such representations and warranties, calculated in
accordance with the same principles as those provided for in sub-paragraph (i);
and






	7.3	 	Transfer Notice






	 	(a)	 	In the event that (x) a Direct Party wishes to complete a Permitted
Transfer or has received from another Party or a Third Party an Admissible Offer
which it wishes to accept or (y) a Lucas Shareholder wishes to complete an
Admissible Transfer of Lucas Securities, such Transferor shall promptly notify in
writing each other Party, the Agreement Manager and the President of the contemplated
Transfer (the “Transfer Notice”), and such Transfer Notice, which in order to
be valid, shall contain:






	 	(i)	 	the name and address of the proposed Transferee and, in
case of an Entity, of each Person who Controls it directly or indirectly
(the “Proposed Transferee”);
	 
	 	(ii)	 	for each type of Securities or Lucas Securities to be
Transferred, the number of Securities or the number of Lucas Securities
proposed to be Transferred (the “Offered Securities”);
	 
	 	(iii)	 	for each type of Securities proposed to be Transferred,
the price, conditions and payment terms at which the contemplated Transfer
of the Offered Securities is to be made (the “Offered Price”)
	 
	 	(iv)	 	the representations and warranties proposed to be granted
by the Transferor, if any.






	 	(b)	 	Except for Permitted Transfers and Admissible Transfers of Lucas
Securities, the Transfer Notice shall also include a Global Valuation on the basis of
which the Offered Prices shall be determined in accordance with Section 8 and shall
be accompanied by a copy of the Admissible Offer.
	 
	 	(c)	 	In the event that the Offered Price includes Non-Cash Consideration, the
Transferor shall indicate in the Transfer Notice its good faith determination of the
global value of all the Offered Securities (which determination shall be subject to
the terms of Section 12.4(e)).
	 
	 	(d)	 	In the event of a Permitted Transfer or an Admissible Transfer of Lucas
Securities, the Transferring Party shall state in the Transfer Notice that the
contemplated Transfer is a Permitted Transfer or an Admissible Transfer of Lucas
Securities. For the avoidance of doubt, no Transfer Notice is required for the
Permitted Transfers listed as Paragraphs 9.1(e), 9.1(g), 9.1(h), 9.1(i), 9.1(j),
9.1(k), 9.1(l), 9.1(m) and 9.1(n) below.
	 
	 	(e)	 	In case of a Permitted Transfer (other than the Permitted Transfer set
forth in Section 9.1(e)) to a Third Party or an Admissible Transfer of Lucas
Securities to a Third Party or an Admissible Offer (other than a Global Offer) made
by a Third Party, the Transfer Notice shall be accompanied by




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	 	 	 	the irrevocable commitment of such Third Party to execute and deliver to the
Parties an Instrument of Adherence on the date of completion of the proposed
Transfer at the latest.






	 	(f)	 	Notwithstanding the foregoing, the Parties acknowledge that with respect to
Transfers of Subordinated Convertible Bonds from Willis Europe to any of the Willis
Accessing Transferees and/or between Willis Accessing Transferees:






	 	(i)	 	no Transfer Notice shall be required; and
	 
	 	(ii)	 	no Instrument of Adherence shall be required from the
Willis Accessing Transferees since they have already executed this Agreement
and accepted to become Direct Parties under this Agreement.






	8.	 	VALUATION OF SECURITIES
	 
	 	 	For the purposes of this Section 8, subject to the Transparency, any Transfer of Lucas
Securities (other than an Admissible Transfer of Lucas Securities) shall be deemed to be a
Transfer of Securities.
	 
	8.1	 	Preferential Distribution






	 	(a)	 	In the event that the Direct Parties benefit from payment of a sum or from
Securities by reason or from the fact of the holding or the Transfer (including from
a Transfer envisaged by Sections 9.1(g), 9.1(i), 9.1(j), 9.1(k), 9.1(l), 9.1(m) and
9.1(o) hereof, but excluding other Permitted Transfers) of Shares in the Company
(notably in the case (i) of a distribution of dividends, of reserves or resulting
from a split or a capital reduction not caused by losses, (ii) from a sale of
Securities, (iii) from an IPO, (iv) from a Merger or (v) from a voluntary or
compulsory liquidation of the Company) (the “Distribution”), the distribution
of the consideration or the total receipts received by all of the Shareholders by way
of such a Distribution (the “Distribution Amount”) will not be made pro rata
to the holding of each Direct Party in the share capital of the Company, but by
applying specific rules defined in this Section 8.
	 
	 	(b)	 	It is agreed that in the case of a Distribution, the Distribution Amount
necessarily includes the Shares resulting or which could result from the exercise
and/or the conversion of Securities which give access to the share capital of the
Company in accordance with the provisions of their issuance contract, in particular
(i) the conversion of the Subordinated Convertible Bonds and (ii) the exercise of the
Warrants which are in the money (dans la monnaie).




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	8.2	 	Allocation of the Distribution Amount
	 
	 	 	The determination of the portion of the Distribution Amount to be received by each Party
will be undertaken:






	 	(a)	 	after exercise of the Securities by applying the provisions of their
issuance contract, in particular :






	 	(i)	 	after conversion of the Subordinated Convertible Bonds,
it being agreed that (A) the conversion of one (1) Subordinated Convertible
Bond will give the right to subscribe for one (1) Share belonging to the
same Class as the Shares held by the owner of the Subordinated Convertible
Bonds prior to the conversion and (B) the issuance contract for the
Subordinated Convertible Bonds stipulates that, as applicable, all or part
of the Subordinated Convertible Bonds shall be converted automatically and
as of right prior to a Distribution giving rise to the application of the
Distribution Fundamentals (excluding distributions of dividends), subject to
the application of any specific rules in relation to the repayment or the
conversion of the Subordinated Convertible Bonds, which may be agreed upon
among the holders of Subordinated Convertible Bonds and the Company and
provided that all Direct Parties holding Voting Shares give their prior
consent; and
	 
	 	(ii)	 	after exercise of the Warrants, it being agreed that, in
connection with the Distribution, only the Warrants which are in the money
may be exercised (i.e. those fulfilling the conditions for exercise, notably
linked to the Multiple, set forth in the governing issuance contract),






	 	(b)	 	according to the principles (the “Distribution Fundamentals”) set
forth in Section 8.3 below






	8.3	 	Distribution Fundamentals






	 	(a)	 	the holders of Class 2 Non-Voting Shares will receive the product of:






	 	(i)	 	the Distribution Amount calculated before conversion of
the Subordinated Convertible Bonds into Shares (i.e., reduced by any amount
due in capital and accrued interest under the bond debt pursuant to the
issue of Subordinated Convertible Bonds); and
	 
	 	(ii)	 	the percentage of the share capital before conversion of
the Subordinated Convertible Bonds into Shares which is represented by the
Class 2 Non-Voting Shares1.







 




			
	1	 	i.e., (number of Class 2 Non-Voting Shares +
number of Class 2 Non-Voting Shares resulting from the exercise of the Warrants
which are in the money) / (total number of Shares before conversion of the
Subordinated Convertible Bonds into Shares, including the Class 2 Non-Voting
Shares and the Class 2 Non-Voting Shares issued as a result if the exercise of
the Warrants).




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	 	(b)	 	The Distribution Amount reduced by the portion reserved for holders of
Class 2 Non-Voting Shares calculated in accordance with Paragraph (a) of this
Section 8.3 (the “Distribution Amount excluding Class 2 Non-Voting Shares”)
will be distributed as follows :






	 	(i)	 	up to a cap equal to the Global Amount allowing the
holders of Class 1B Shares to achieve a Multiple of 1.75 at the time of the
Distribution (“Tranche 1”) : the holders of Class 1B Shares will
receive a portion of the Distribution Amount excluding Class 2 Non-Voting
Shares allowing them to obtain (58+1/3)% of the Global Amount, on one hand,
and the holders of Class 1A Shares, the holders of Class 1C Shares, the
holders of Class 1D Shares and the holders of Class 3 Shares will receive
the Distribution Amount excluding Class 2 Non-Voting Shares reduced by the
amount distributed to the holders of Class 1B Shares under this Paragraph,
on the other hand, it being agreed that:






	 	(A)	 	the portion allocated to the holders of
Class 1A Shares, the holders of Class 1C Shares, the holders of
Class 1D Shares and the holders of Class 3 Shares will be divided
between these Shareholders proportionally to the portion of the
share capital (excluding Class 1B Shares and Class 2 Shares) which
their Class 1A Shares, Class 1C Shares, Class 1D Shares and Class 3
Shares respectively represent; and
	 
	 	(B)	 	in the event where the part of the
Distribution Amount excluding Class 2 Non-Voting Shares does not
allow the holders of Class 1B Shares to obtain (58+1/3)% of the
Global Amount, the holders of Class 1A Shares, Class 1C Shares,
Class 1D Shares and Class 3 Shares, and/or their Affiliates will be
obliged to assign to the holders of Class 1B Shares, at a price of
one (1) euro each, a share of their right to the interest accrued
and capitalized on the Subordinated Convertible Bonds which they
hold (pro rata to their rights to such interest) so that the
holders of Class 1B Shares receive a share of the Distribution
Amount excluding the holders of Class 2 Non Voting Shares allowing
them to obtain (58+1/3)% of the Global Amount;






	 	(ii)	 	up to a cap equal to the Global Amount allowing the
holders of Class 1B Shares to receive a Multiple equal to 2.59 at the time
of the Distribution (“Tranche 2”): the holders of Class 1B
Shares will receive a portion of the Distribution Amount excluding Class 2




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	 	 	 	Non-Voting Shares reduced by the amount distributed under Paragraph (i)
above allowing them to obtain (23+1/3)% of the Global Amount reduced by
the amount distributed under Paragraph (i) above, on one hand, and the
holders of Class 1A Shares, the holders of Class 1C Shares, the holders
of Class 1D Shares and the holders of Class 3 Shares will receive the
Global Amount reduced by the amount distributed under Paragraph (i)
above and the amount distributed to the holders of Class 1B Shares under
this Paragraph, on the other hand, it being agreed that the portion
being allocated to the group of the holders of Class 1A Shares, the
holders of Class 1C Shares, the holders of Class 1D Shares and the
holders of Class 3 Shares will be divided between these Shareholders
proportionally with the portion of the share capital (excluding Class 1B
Shares and Class 2 Non-Voting Shares) which their Class 1A Shares, Class
1C Shares, Class 1D Shares and Class 3 Shares respectively represent ;
and






	 	(iii)	 	any remaining balance of the Distribution Amount
excluding Class 2 Non-Voting Shares reduced by the amounts distributed under
Paragraphs (i) and (ii) above will finally be shared between the holders
of Class 1A Shares, the holders of Class 1B Shares, the holders of Class 1C
Shares, the holders of Class 1D Shares and the holders of Class 3 Shares,
proportionately to the portion of the share capital (excluding the Class 2
Non-Voting Shares) which their Class 1A Shares, Class 1B Shares, Class 1C
Shares, Class 1D Shares, Class 3 Shares respectively represent
(“Tranche 3”).






	 	(c)	 	In the event that the Shareholders are likely, subsequent to the date of
completion of a Distribution, to receive a Cash Flows Received (for example, in case
of a price adjustment for the Sale) or to pay a Cash Flows Paid (for example, in case
of the implementation of guarantees granted in the context of a Sale), the
Distribution Amount will not be increased by the maximum amount of the potentially
deferred Cash Flows Received, nor reduced by the maximum amount of the potentially
deferred Cash Flows Paid. At the time of each deferred Cash Flows Received or Cash
Flows Paid, the amount will be divided between the Shareholders, so that the
distribution of the total (A) of the amount distributed at the time of completion of
the Distribution and (B) of the amount of all of the actual deferred Cash Flows
Received and/or Cash Flows Paid accords with the Distribution Fundamentals.






	8.4	 	Application in the case of a Sale






	 	(a)	 	The Distribution Fundamentals will apply to the Distribution Amounts
resulting from all Transfers of Securities, including from a Transfer envisaged by
Sections 9.1(g), 9.1(i), 9.1(k), 9.1(l), 9.1(m) and 9.1(o) of this Agreement but
excluding other Permitted Transfers, in favor of a Shareholder or a Third Party (a
“Sale”), including:




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	 	(i)	 	Transfers of Securities representing all of the share
capital and voting rights in the Company (a “Full Sale”);
	 
	 	(ii)	 	Transfers of Securities representing less than 100% of
the share capital in the Company (a “Partial Sale”) which is subject
to the application of the specific rules set out in Sections 8.5and 8.6,






	 	 	 	it being specified that the Sales resulting from the exercise of the Call Options
and the Willis Put Options, on the one hand, and the exercise of the Lucas
Parties’ Put Options, on the other hand, are subject to the specific rules set
forth, respectively, in Sections 8.7 and 8.8 below.
	 
	 	(b)	 	In the case of a Partial Sale (other than a Sale by the holders of the
Class 1B Shares following which such holders no longer hold any Security, which shall
be subject to the specific rules set forth in Paragraph (c) of this Section 8.4), the
resulting Distribution Amount will be divided as indicated in Sections 8.5 and 8.6,
it being agreed that in the event that the holders of the Class 2 Non-Voting Shares
do not Transfer any Shares, the Distribution Amount will be divided between the
holders of Class 1A Shares, Class 1B Shares, Class 1C Shares, Class 1D Shares and
Class 3 Non-Voting without applying Section 8.3(a) above and without the Warrants
being exercised.
	 
	 	(c)	 	When the holders of the Class 1B Shares participate in a Sale following
which such holders no longer own Class 1B Share, the Transferee(s) shall pay to
holders of the Class 1B Shares a price equal to the portion of the Distribution
Amount excluding Class 2 Non-Voting Shares which it would receive by applying the
Distribution Fundamentals to a theoretical Distribution Amount equal to the valuation
of the entire share capital of the Company calculated by dividing the Transfer price
of the sold Shares agreed upon between the Shareholders who are parties to the
Partial Sale by the proportion of the share capital which such sold Shares
represent2.
	 
	 	(d)	 	Examples of the application of the Distribution Fundamentals to a Full Sale
and to a Significant Partial Sale to a Shareholder in case of exercise by the holders
of the Class 1B Shares of their Proportional Tag Along Rights are set out
Schedule 8.4.
	 
	 	(e)	 	In order to give full effect to the rules set out this Section 8.4 and in
Sections 8.5 and 8.6, any contract for Sale or any act of Transfer will as far as
possible contain all useful provisions to permit the distribution of the Distribution
Amount in accordance with the Distribution Fundamentals and the provisions of this
Section 8.4 and in Sections 8.5 and 8.6. In any event (i.e. even in the absence of
express provision in such contract or act), the relevant Shareholders agree, each of
them insofar as he is able, to take all necessary action to this effect and will
proceed between them to conclude







 




			
	2	 	Willis’ representatives will need to examine
the impact of the application of the Distribution Fundamentals in the event
that the whole share capital of the Company is divided between the holders of
Class 1A Shares and the holders of Class 1B Shares.




- 64 -









 











	 	 	 	all agreements, all movements of funds and as the case may be make all Transfers
of Shares which are necessary.
	 
	 	(f)	 	It is hereby specified, to the extent necessary, that in the event that the
rules set out in this Section 8.4 and in Sections 8.5 and 8.6 provide that the Shares
and Subordinated Convertible Bonds sold in the context of a Partial Sale will be
subsequently treated, for the purposes of the Distribution Fundamentals, as if they
continued to belong to the same Class as before the Partial Sale so that the
Distribution Fundamentals will be applied to such Shares and Subordinated Convertible
Bonds on a subsequent Distribution as if the Partial Sale had not taken place
(without prejudice to the conversion of the Transferred Shares into Shares of another
Class in accordance with Article 9.2.5(b) of the Company’s By-Laws and the definition
of the Class of Voting Shares set forth in Section 1.1), any amount received by the
selling Shareholders and any amount paid by the purchasing Shareholders with respect
to such Partial Sale will be subsequently taken into account, respectively, within
their Cash Flows Received and their Cash Flows Paid.






	8.5	 	Significant Partial Sale
	 
	 	 	A Partial Sale is “Significant” when the Transfer of Securities at the time of
such Partial Transfer leads to the total of the Shares Transferred either by the holders
of Class 1A Shares, or the holders of Class 1B Shares or the holders of Class 1C Shares or
the holders of Class 1D Shares or the holders of Class 3 Non-Voting Shares, between the
date of this Agreement and the contemplated Significant Partial Sale, representing a
proportion of the share capital, after dilution resulting from the conversion of the
Subordinated Convertible Bonds, but before exercise of the Warrants, greater than 3% for
any of these Class of Shares, except when it results from the exercise of the Call
Options, the Willis Put Options or the Lucas Parties’ Put Options, which are subject to
the particular rules set out in Sections 8.7 and 8.8 below.






	 	(a)	 	In case of non exercise by the holders of the Class 1B Shares of their
Proportional Tag Along Rights:
	 
	 	 	 	In the event of a Significant Partial Sale and in case of non exercise by the
holders of Class 1B Shares of their Proportional Tag Along Rights, the
Distribution Fundamentals will not be applied to the Distribution Amount
resulting therefrom and the sold Shares and the sold Subordinated Convertible
Bonds will be treated as if they continued to belong to the same Class as before
the Significant Partial Sale (without prejudice to the conversion of the
Transferred Shares into Shares of another Class in accordance with Article
9.2.5(b) of the Company’s By-Laws and the definition of the Class of Voting
Shares set forth in Section 1.1).
	 
	 	 	 	On a subsequent Distribution giving rise to the application of the Distribution
Fundamentals or a Full Exit, the Distribution Amount resulting therefrom will be
divided among the Shareholders existing at the time of such subsequent
Distribution or Full Exit in accordance with the Distribution Fundamentals.




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	 	(b)	 	In case of exercise by the holders of Class 1B Shares of their Proportional
Tag Along Rights:






	 	(i)	 	Significant Partial Sale in favor of one or several
Parties:
	 
	 	 	 	In the event of a Significant Partial Sale in favor of one or several
Shareholders and in case of exercise by the holders of Class 1B Shares
of their Proportional Tag Along Rights, the Distribution Amount
resulting therefrom will be divided between the selling Shareholders in
accordance with the Distribution Fundamentals, it being agreed that
each selling Shareholder will receive:






	 	(A)	 	in respect of each of Tranches 1 and 2,
a portion of the Distribution Amount resulting from the Significant
Partial Sale equal to the sum of (x) the proportional
entitlement of the Shares held by such Shareholder resulting from
the application of the Distribution Fundamentals and (y)
the portion which would have been received by applying the
Distribution Fundamentals by the Shareholders who did not exercise
their Proportional Tag Along Right pro rata to the number of Shares
sold by the relevant Shareholder divided by the total number of
Shares sold in the context of such Significant Partial Sale ; and
	 
	 	(B)	 	in respect of Tranche 3, a proportion
of the Distribution Amount excluding Class 2 Non-Voting Shares
reduced by the amounts distributed in respect of Tranche 1 and
Tranche 2 in proportion to the part of the total number of sold
Shares which its own sold Shares represent at the time of the
Distribution.






	 	 	 	On a subsequent Distribution giving rise to the application of the
Distribution Fundamentals or a Full Exit (whether in favor of a Third
Party or a Party), the Distribution Amount resulting therefrom will be
divided between the Shareholders existing at the date of such
subsequent Distribution or Full Exit in accordance with the
Distribution Fundamentals, it being agreed that by way of exception to
Section 8.3(b), the portion of the Distribution Amount excluding Class
2 Non-Voting Shares to be received by each Shareholder will be equal to:






	 	(A)	 	in respect of Tranche 1, (x)
the proportional entitlement of the Shares held by such Shareholder
before such Partial Sale resulting from the application of the
Distribution Fundamentals (y) increased, for each
Shareholder having acquired Shares in the context of the Partial
Sale, by the portion which would have been paid in respect of
Tranche 1 to the holders of the Transferred Shares had there not
been a Partial Sale pro rata to the number of Transferred Shares
acquired by the relevant Shareholder in the context




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	 	 	 	of such Partial Sale, or reduced, for each Shareholder having
sold Shares in the context of the Partial Sale, by the portion
which would have been paid in respect of Tranche 1 to the
Securities sold at the time of such Partial Sale;






	 	(B)	 	in respect of Tranche 2, (x)
the proportional entitlement of the Shares held by such Shareholder
before such Partial Sale resulting from the application of the
Distribution Fundamentals (y) increased, for each
Shareholder having acquired Shares in the context of the Partial
Sale, by the portion which would have been paid in respect of
Tranche 2 to the holders of the Transferred Securities had there
not been a Partial Sale pro rata to the number of Transferred
Securities acquired by the relevant Shareholder at the time of such
Partial Sale or reduced, for each Shareholder having sold Shares in
the Context of the Partial Sale, by the portion which would have
been paid in respect of Tranche 2 to the Securities sold in the
context of such Partial Sale;
	 
	 	(C)	 	in respect of Tranche 3, a portion of
the Distribution Amount excluding Class 2 Non-Voting Shares reduced
by the amounts distributed in respect of Tranche 1 and Tranche 2 in
proportion to the share of the share capital (excluding 2 Shares)
which its Shares represent at the time of the Distribution.






	 	(ii)	 	Significant Partial Sale in favor of one or several Third
Parties:
	 
	 	 	 	In the event of a Significant Partial Sale in favor of one or several
Third Parties and in case of exercise by the holders of the Class 1B
Shares of their Proportional Tag Along Rights, the Distribution Amount
resulting therefrom will be divided between the selling Shareholders in
accordance with the rules set out in Paragraph (b) (i) of this
Section 8.5 and the Shares and the Subordinated Convertible Bonds sold
in the context of such Significant Partial Sale will thereafter be
treated, for the purposes of the Distribution Fundamentals, as if they
continued to belong to the same Class as before the Significant Partial
Sale, so that the Distribution Fundamentals are applied to them at the
time of a subsequent Distribution as if the Significant Partial Sale
had not taken place (without prejudice to the conversion of the
Transferred Shares into Shares of another Class in accordance with
Article 9.2.5(b) of the Company’s By-Laws and the definition of the
Class of Voting Shares set forth in Section 1.1).
	 
	 	 	 	On a subsequent Distribution giving rise to the application of the
Distribution Fundamentals or a Full Exit (whether in favor of a Third
Party or a Shareholder), the Distribution Amount will be




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	 	 	 	divided between the Shareholders existing at the time of such
subsequent Distribution or Full Exit in accordance with the
Distribution Fundamentals.






	8.6	 	Non-Significant Partial Sale
	 
	 	 	A Partial Sale is “Non-Significant” when it does not fall within the definition of
a Significant Partial Sale.






	 	(a)	 	Non-Significant Partial Sale in favor of a Third Party:
	 
	 	 	 	In the case of a Non-Significant Partial Sale in favor of a Third Party, the
Distribution Fundamentals will not be applied to the Distribution Amount
resulting from the Non-Significant Partial Sale and the Shares and the
Subordinated Convertible Bonds sold will thereafter be treated, for the purposes
of the Distribution Fundamentals, as if they continued to belong to the same
Class as before the Non-Significant Partial Sale, so that the Distribution
Fundamentals will apply to them on a subsequent Distribution as if the
Non-Significant Partial Sale had not occurred (without prejudice to the
conversion of the Transferred Shares into Shares of another Class in accordance
with Article 9.2.5(b) of the Company’s By-Laws and the definition of the Class of
Voting Shares set forth in Section 1.1).
	 
	 	(b)	 	Non-Significant Partial Sale in favor of one or more Shareholders:
	 
	 	 	 	In the case of a Non-Significant Partial Sale in favour of one or more
Shareholders or one or more of their Affiliates, the price of the Transferred
Shares at the time of this Non-Significant Partial Sale will be paid in
accordance with the conditions and the allocation agreed between the Shareholders
who are parties to such Non-Significant Partial Sale and the Distribution Amount
resulting from a subsequent Distribution will be divided between the Shareholders
existing at the time of the Distribution in accordance with the Distribution
Fundamentals, it being agreed that the adjustment rules set out in Section
8.5(b)(i) will be applied.






	8.7	 	Application in the case of exercise of the Call Options or Willis Put Options






	 	(a)	 	In the event of exercise of the Call Options or of the Willis Put Options
and of the Transfer of all of the Shares to a Willis Entity which is not a
Shareholder, the Distribution Amount resulting from the Transfer following the
exercise of the Call Options or the Willis Put Options will be divided between the
Shareholders by applying the Distribution Fundamentals, as in the case of a Full
Sale.
	 
	 	(b)	 	In the event of exercise of the Call Options or of the Willis Put Options
and the Transfer of Shares to a Willis Party (i.e. a Willis Entity which is already a
Shareholder), the Distribution Amount resulting from the Transfer following the
exercise of the Call Options or the Willis Put Options will be divided between the
Shareholders selling their Shares in accordance with the Distribution Fundamentals
except for the Willis Party to whom the Shares will be Transferred and who will not
receive the portion of the




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	 	 	 	Distribution Amount excluding Class 2 Non-Voting Shares to which its Shares would
be entitled by applying the Distribution Fundamentals.






	 	(c)	 	Examples of the application of the Distribution Fundamentals in the case of
exercise of the Call Options or the Willis Put Options in favor of a Willis Party
(i.e. which is already a Shareholder) are set out in Schedule 8.7.
	 
	 	(d)	 	In the event of exercise of the Willis Put Options by some only of the
Willis Call Grantors following which the Willis Entities do not hold all of the
Shares:






	 	(i)	 	if the holders of Class 1B Shares sell their Shares, the
sale price received by the 1B Shareholders will be weighted by applying the
Distribution Fundamentals to the valuation of all of the Securities of the
Company applied at the time of exercise of the Willis Put Options, so that
the holders of Class 1B Shares receive the sale price which they would have
received in the case of a Transfer of all of the Shares ; and
	 
	 	(ii)	 	if the holders of Class 1B Shares do not sell their
Shares, the sale price received by the Shareholders other than the holders
of Class 1B Shares will be weighted by applying the Distribution
Fundamentals to the valuation of all of the Securities of the Company
applied at the time of exercise of the Willis’ Put Options, so that the
Shareholders other than the holders of Class 1B Shares receive the sale
price which they would have received in the case of a Transfer of all of the
Shares, it being agreed that all of the Shareholders, including the
Shareholders who exercised their Willis’ Put Options, agree to do everything
which is necessary to ensure that the allocation of the Distribution Amount
resulting from a subsequent Distribution respects the Distribution
Fundamentals and, to this effect, agree to enter into every agreement,
effect all movements of funds and, as the case may be, effect all necessary
Transfers of Shares.






	8.8	 	Application in case of exercise of the Lucas Parties’ Put Options






	 	(a)	 	In the event of exercise of the Lucas Parties’ Put Options, the
consideration for the Put Securities (or, subject to the Transparency, for the Lucas
Securities in case of application of Section 14.8) shall be equal to the portion due
to the holders of Class 1C Shares by applying the Distribution Fundamentals to a
Distribution Amount equal to the Final Put Equity Value or, as the case may be, the
Base Put Equity Value.
	 
	 	(b)	 	In the event of a subsequent Distribution or Full Exit, the Distribution
Amount resulting therefrom will be divided between the Shareholders existing at the
date of the Distribution or Full Exit in accordance with the Distribution
Fundamentals, it being agreed that:






	 	(i)	 	in the absence of modification of the proportion of the
share capital which the Class 1B Shares represent between the date of this




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	 	 	 	Agreement and the exercise of the Lucas Parties’ Put Options, the
holders of Class 1B Shares will receive a proportion of the Distribution
Amount excluding Class 2 Non-Voting Shares allowing them to achieve
respectively 65.19%3 and 35.96%2
of the Global Amount in respect of Tranche 1 and Tranche 2, the holders
of Class 1A Shares will receive a proportion of the Distribution Amount
excluding Class 2 Non-Voting Shares allowing them to achieve
respectively 27.38%2 and 50.37%2
of the Global Amount in respect of Tranche 1 and Tranche 2, the holders
of Class 1D Shares and Class 3 Non-Voting Shares will receive a
proportion of the Distribution Amount excluding Class 2 Non-Voting
Shares allowing them to achieve respectively 7.43%2
and 13.67%2 of the Global Amount in respect of
Tranche 1 and Tranche 2, it being agreed that in respect of Tranche 3
any balance of the Distribution Amount excluding Class 2 Non-Voting
Shares reduced by the amounts distributed in respect of Tranche 1 and
Tranche 2, will be divided between the holders of Class 1A Shares, the
holders of Class 1B Shares, the holders of Class 1D Shares and the
holders of Class 3 Non-Voting Shares in proportion to the portion of the
share capital (excluding 2 Shares) which their Class 1A Shares, Class 1B
Shares, Class 1D Shares and Class 3 Non-Voting Shares respectively
represent at the time of the Distribution or Full Exit;






	 	(ii)	 	by way of exception to Section 8.3(b)(i), the Tranche 1
will be capped at the sum of (A) the Global Amount allowing the holders of
Class 1B Shares to obtain at the time of the Distribution a Multiple equal
to 1.75 on their investment excluding the part acquired following the
exercise of the Lucas Parties’ Put Options and (B) the portion of the Global
Amount which would have been paid in respect of Tranche 1 to the Lucas
Parties had there not been an exercise of the Lucas Parties’ Put Options;
and
	 
	 	(iii)	 	by way of exception to Section 8.3(b)(ii), Tranche 2
will be capped at the sum of (A) the Global Amount allowing the holders of
Class 1B Shareholders to obtain at the time of the Distribution a Multiple
equal to 2.59 on their investment excluding the part acquired following the
exercise of the Lucas Parties’ Put Options and (B) the portion of the Global
Amount which would have been paid in respect of Tranche 2 to the Lucas
Parties had there not been an exercise of the Lucas Parties’ Put Options.






	 	(c)	 	Examples of the application of the Distribution Fundamentals in the case of
exercise of the Lucas Parties’ Put Options are set out in Schedule 8.8.







 




			
	3	 	This percentage having been rounded to the
nearest hundredth, it is agreed that the exact percentage will be used for the
purposes of the calculation as shown in the example set out in
Schedule 8.8.




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	8.9	 	Application in the case of a refinancing of the Subordinated Convertible Bonds






	 	(a)	 	If the Company wishes to repay all or part of the Subordinated Convertible
Bonds (a “Refinancing”), the Subordinated Convertible Bonds which are
refinanced will be converted into Shares immediately before the Refinancing. Once
the Refinancing has been completed, the Company will reduce its share capital by the
amounts received by it in the context of the Refinancing reduced by the interest paid
on the Subordinated Convertible Bonds which were refinanced. The Distribution Amount
resulting from the reduction in share capital following the conversion of the
refinanced Subordinated Convertible Bonds and the completion of the
Refinancing4 will then be divided between the Shareholders who
converted their refinanced Subordinated Convertible Bonds by applying the
Distribution Fundamentals5, it being agreed that for these
purposes:






	 	(i)	 	the Distribution Fundamentals will not apply after
conversion of all of the Subordinated Convertible Bonds, but by way of
derogation from Sections 8.2 and 8.3 above and by application of their
issuance contract, after conversion of only the Subordinated Convertible
Bonds which are refinanced in the context of the Refinancing; and
	 
	 	(ii)	 	for the purposes of applying Paragraph 8.3(b)(i)(B), only
the rights to interest accrued and capitalized on the refinanced
Subordinated Convertible Bonds may be assigned.






	 	(b)	 	Examples of the application of the Distribution Fundamentals to a
Refinancing are set out in Schedule 8.9.






	8.10	 	Application in the case of an IPO
	 
	 	 	In the event that the Company initiates an IPO, all of the Shares6 in
the Company (the “Converted Shares”) will, immediately before the IPO, be
converted into Ordinary Shares in the Company (the “New Ordinary Shares”) without
modifying the amount of the share capital. In this context, the New Ordinary Shares will
be divided between the Shareholders as follows:






	 	(a)	 	the Distribution Fundamentals will be applied to a Distribution Amount
equal to the total number of New Ordinary Shares multiplied by the average of the
highest price per New Ordinary Share and the lowest price per New







 




			
	4	 	This Distribution Amount being equal to the
sums received by the Company in the context of a Refinancing reduced by
interest paid in respect of the Subordinated Convertible Bonds.
	 
	5	 	As the holders of Class 2 Non-Voting Shares
are not holding any Subordinated Convertible Bonds, the Distribution Amount
will be divided between the holders of Class 1A Shares, the holders of Class 1B
Shares, the holders of Class 1C Shares, the holders of Class 1D Shares and the
holders of Class 3 Non-Voting Shares without applying Section 8.3(a) above and
without the Warrants having been exercised.
	 
	6	 	After exercise of the Securities giving access
to the share capital of the Company by applying the provisions of the relevant
issuance contract, in particular (x) after conversion of the Convertible Bonds
and (y) after exercise of the Warrants (in the money dans la monnaie).




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	 	 	 	Ordinary Share calculated by reference to the price range proposed immediately
before the IPO by the banks mandated for this purpose, so that there will be
calculated the proportion of this Distribution Amount to which each Class of
Converted Shares is entitled;
	 
	 	(b)	 	the total number of New Ordinary Shares to be created in respect of each
Class of Converted Shares will then be calculated by dividing (i) the proportion of
the Distribution Amount determined in accordance with the preceding Paragraph by (ii)
by the average of the highest price per New Ordinary Share and the lowest price per
New Ordinary Share calculated by reference to the price range proposed immediately
before the IPO by the banks mandated for this purpose; and
	 
	 	(c)	 	the total number of New Ordinary Shares will be divided between the
Shareholders of one Class of Converted Shares proportionately to the part of the
total number of Shares of that Class held by each Shareholder of that Class.






	8.11	 	Application in case of a Merger






	 	(a)	 	In the event that the Company is absorbed by merger other than a merger by
absorption of the Company by one of its wholly owned
subsidiaries7 (a “Merger”), the shares to be issued by
the absorbing entity in consideration for the contribution of the assets of the
Company and allocated to the Shareholders other than the absorbing entity (the
“New Shares”) will be divided between the Shareholders as follows:






	 	(i)	 	the Distribution Fundamentals will be applied to a
Distribution Amount equal to the total number of New Shares multiplied by
the value per New Share calculated for the purposes of the determination of
the parity of exchange between the Shares in the Company which are to be
exchanged (the “Exchanged Shares”) and the New Shares in the context
of a Merger, so that there will be calculated the proportion of this
Distribution Amount to which each Class of Exchanged Shares is entitled;
	 
	 	(ii)	 	the total number of New Shares to which each Class of
Exchanged Shares is entitled will then be calculated by dividing (A) the
proportion of the Distribution Amount calculated in accordance with the
preceding Paragraph by (B) the value per New Share calculated for the
purposes of the determination of the parity of exchange between the
Exchanges Shares and the New Shares;
	 
	 	(iii)	 	the total number of New Shares will be divided between
the Shareholders of one Class of Exchanged Shares proportionately to







 




			
	7	 	In this case, the merger by absorption of the
Company by its subsidiary will only take place on condition that the articles
of the subsidiary include the current financial preference after the merger.




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	 	 	 	the part of the total number of Exchanged Shares of that Class held by
each Shareholder of that Class.






	 	(b)	 	In order to give full effect to the rules set out in this Section 8.11, the
agreement for Merger must, in order to be approved, include the necessary provisions
so that the New Shares are allocated between the Shareholders according to the
Distribution Fundamentals and as set out in this Section 8.11.






	8.12	 	Valuation of Securities other than Shares






	 	(a)	 	In the context of a Transfer, the price of a Security other than a Share
(and, for the avoidance of doubt, the Global Valuation included in the Transfer
Notice shall take into account the dilution resulting from the exercise or conversion
of other Securities) shall, subject always to adjustment in accordance with the
preceding provisions of this Section 8, be equal to (as the case may be):






	 	(i)	 	the difference between the Offered Price for the Shares
to which such Security would be entitled on the basis of the Global
Valuation included in the Transfer Notice and the subscription price to be
paid by the Direct Party in order to subscribe for such Shares upon the
exercise of such Security;
	 
	 	(ii)	 	all cash amounts to which such Security would be entitled
if it was repayable at the time of the Transfer, including any repayment of
principal amounts and payment of accrued and compound interests; or
	 
	 	(iii)	 	if such Security is convertible into Shares, the highest
of:






	 	(A)	 	all cash amounts to which such Security
would be entitled if it was repayable at the time of the Transfer,
including any repayment of principal amounts and payment of accrued
and compound interests; and
	 
	 	(B)	 	the Offered Price for the Shares to
which such Security would be entitled upon conversion on the basis
of the Global Valuation at the time of the Transfer plus all
accrued and compound interests at the time of the Transfer.






	 	(b)	 	Notwithstanding the foregoing, as long as a Subordinated Convertible Bond
is not converted or convertible into Shares in accordance with its terms, its price
shall be equal to its principal amount increased by the interests accrued thereon.
	 
	 	(c)	 	Pursuant to the valuation principles set forth above, the price of a
Warrant shall be equal to the Offered Price for the Shares to which such Warrant
would give right if it was exercisable at the time of the Transfer on the basis




- 73 -









 






	 	 	 	of the Global Valuation less the subscription price for such Shares upon the
exercise of the Warrants.






	9.	 	PERMITTED TRANSFERS AND PROHIBITION OF INDIRECT TRANSFERS
	 
	9.1	 	Scope of the Permitted Transfers
	 
	 	 	The following Transfers of Securities (each, a “Permitted Transfer”) may be
completed by any Direct Party without triggering the application of Section 7.1 (Lock-up)
and Section 12 (Restrictions on Transfers), provided that no Permitted Transfer to
a Third Party may be consummated without the execution and delivery by such Third Party of
an Instrument of Adherence no later than the date of such Transfer:






	 	(a)	 	any Transfer between Financial Investors and any Transfer from a Financial
Investor to an Affiliate of the Original Fund, provided that the Transferee
shall undertake to Transfer back at the same price to the Original Fund the
Transferred Securities should it cease to be an Affiliate of the Original Fund and
the Original Fund hereby jointly undertakes to repurchase such Transferred Securities
at the same price if the Transferee ceases to be one of its Affiliates;
	 
	 	(b)	 	any Transfer between Willis Parties and from a Willis Party to another
Willis Entity (including any Transfer from Willis Europe to a Willis Accessing
Transferee or between two Willis Accessing Transferees), provided that the
Transferee shall undertake to Transfer at the same price to Willis Parent the
Transferred Securities should it cease to be a Willis Entity and Willis Parent hereby
undertakes to repurchase such Transferred Securities at the same price if the
Transferee ceases to be one of its Affiliates;
	 
	 	(c)	 	any Transfer between Lucas Parties and from a Lucas Party (including
Lucaslux) to another Lucas Entity;
	 
	 	(d)	 	any Transfer between Gras Parties and from a Gras Party (including Graslux)
to another Gras Entity;
	 
	 	(e)	 	any pledge on the Securities (nantissement de compte de titres) to be
granted to the benefit of the Finance Parties pursuant to the Finance Documents and
any Transfer resulting from the enforcement of any such pledge;
	 
	 	(f)	 	any Transfer between the Family Companies, provided that the Lucas
Parties shall retain at least 18% of the Voting Shares;
	 
	 	(g)	 	any Transfer pursuant to the exercise of the Put Options;




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	 	(h)	 	the pledge on the Put Securities (nantissement de compte de titres) to be
granted pursuant to Section 14.4(f) and any Transfer resulting from the enforcement
of such pledge;
	 
	 	(i)	 	any Transfer pursuant to the exercise of the Call Options;
	 
	 	(j)	 	any Transfer pursuant to the exercise of the Willis Put Options and/or
under the First and Second Conditional Sales;
	 
	 	(k)	 	any Transfer resulting from the due exercise of the Drag Along Right,
provided that the Standstill Period has expired;
	 
	 	(l)	 	any Transfer resulting from the due exercise of the Total Tag Along Rights,
without prejudice to the circumstances described in Section 12.4(c) and
provided that the Standstill Period has expired or such Transfer is completed
in accordance with Section 7.1(e);
	 
	 	(m)	 	any Transfer in the context of an IPO, provided that the Standstill
Period has expired;
	 
	 	(n)	 	any Transfer resulting from the exercise of the rights granted to the
Non-Defaulting Parties under Section 9.3; and
	 
	 	(o)	 	any other Transfer of Securities to which a simple majority of the holders
of each Class of Voting Shares (other than Ordinary Shares) have consented in writing
(including the Transfers which may result from the application of Section 11.2(b)).






	 	 	Notwithstanding the foregoing, the Parties acknowledge that (i) no Instrument of Adherence
shall be required with respect to the Permitted Transfers set forth in Paragraph (e) of
this Section 9.1 and (ii) with respect to Transfers of Subordinated Convertible Bonds from
Willis Europe to any of the Willis Accessing Transferees and/or between Willis Accessing
Transferees, no Instruments of Adherence shall be required from the Willis Accessing
Transferees since they have already executed this Agreement and accepted to become Direct
Parties under this Agreement.
	 
	9.2	 	Transfer Notice
	 
	 	 	Except for the Permitted Transfers listed at Paragraphs 9.1(e), 9.1(g), 9.1(h), 9.1(i),
9.1(j), 9.1(k), 9.1(l), 9.1(m) and 9.1(n) above and for the transfers of Subordinated
Convertible Bonds from Willis Europe to a Willis Accessing Transferee or between two
Willis Accessing Transferees, the Transferring Direct Party shall send the Transfer Notice
relating to a Permitted Transfer to the other Direct Parties, the Agreement Manager and
the President no later than twenty (10) Business Days prior to the date of completion of
such Permitted Transfer.
	 
	9.3	 	Prohibition of indirect Transfers






	 	(a)	 	If a Direct Party is in a situation of Default, this Defaulting Party shall
notify the Non-Defaulting Parties within ten (10) Business Days as from the date of
the event triggering the Default.




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	 	(b)	 	Provided that the Defaulting Party has delivered the above
mentioned notice in due time, it shall have the right to remedy the Default within
thirty (30) Business Days as from the date of the event triggering the Default.
	 
	 	(c)	 	In case of failure by the Defaulting Party to remedy the Default within the
above mentioned thirty (30) Business Day-period, at the expiry of such period:






	 	(i)	 	the Defaulting Party shall lose all of its rights under
this Agreement (including, as the case maybe, the rights to appoint nominees
at the Supervisory Board attached to its Class of Voting Shares but
excluding the other voting and financial rights attached to such Shares) but
shall remain bound by its obligations hereunder;
	 
	 	(ii)	 	each of the Non-Defaulting Parties shall have the right
(but not the obligation) to purchase all of the Securities held by the
Defaulting Party in accordance with the terms and conditions set forth in
this Section 9.3 and for their issue price, upon written notice sent to the
Defaulting Party within a six (6) month-period therefrom; and
	 
	 	(iii)	 	in addition, if the Defaulting Party is a Lucas Party,
the Lucas Shareholders shall lose all of their rights under this Agreement
(in particular under Sections 10.13, 11.3, 12.6, 13(h) and 14.8) but shall
remain bound by their obligations hereunder.






	 	(d)	 	If a Non-Defaulting Party becomes aware of a Default other than pursuant to
a notification sent in accordance with Paragraph (a) of this Section 9.3 it shall
notify the Defaulting Party and the other Non-Defaulting Parties of the occurrence of
this Default.
	 
	 	(e)	 	If the Defaulting Party can evidence that the notification period set forth
in Paragraph (a) of this Section 9.3 has not expired, Paragraphs (b) and (c) of this
Section 9.3 shall apply. If it is not the case, the Defaulting Party shall have the
right to remedy the Default within ten (10) Business Days as from the date of receipt
of the above mentioned notification.
	 
	 	(f)	 	In case of failure by the Defaulting Party to remedy the Default within the
above mentioned ten (10) Business Day-period, at the expiry of such period:






	 	(i)	 	the Defaulting Party shall be retroactively deemed to
have lost all of its rights under this Agreement (including, as the case
maybe, the rights to appoint nominees at the Supervisory Board attached to
its Class of Voting Shares but excluding the other voting and financial
rights attached to such Shares) as from the date of the event triggering the
Default, but shall remain bound by its obligations hereunder;
	 
	 	(ii)	 	each of the Non-Defaulting Parties shall have the right
(but not the obligation) to purchase all of the Securities held by the
Defaulting Party in accordance with the terms and conditions set forth in
this Section 9.3 and for 95% of their issue price, upon written notice




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	 	 	 	sent to the Defaulting Party within a one (1) year-period as from the
date of the Non-Defaulting Parties becoming aware of a Default; and






	 	(iii)	 	in addition, if the Defaulting Party is a Lucas Party,
the Lucas Shareholders shall be retroactively deemed to have lost all of
their rights under this Agreement (in particular under Sections 10.13, 11.3,
12.6, 13(h) and 14.8) as from the date of the event triggering the Default,
but shall remain bound by their obligations hereunder.






	 	(g)	 	Should a Direct Party holding Voting Shares become aware of a Default of
another Direct Party, it shall promptly inform in writing the other Non-Defaulting
Parties. In case of failure to do so, this Non-Defaulting Party and its Affiliates
would lose their rights under this Section 9.3.
	 
	 	(h)	 	The rights granted to the Non-Defaulting Parties under this Section 9.3
shall only be valid if exercised by them (taken as a whole) with respect to all the
Securities held by the Defaulting Party, failing which the Non-Defaulting Parties
shall be deemed to have irrevocably waived such rights.
	 
	 	(i)	 	If the total number of Securities that the Non Defaulting Parties wish to
purchase pursuant to Paragraph (c) and Paragraph (d) of this Section 9.3 represents
more than the number of Securities held by the Defaulting Party, each of the
Non-Defaulting Party having exercised their rights under this Section 9.3 shall have
the right to purchase from the Defaulting Party a number of Securities calculated in
accordance with Section 12.1(c) mutatis mutandis.
	 
	 	(j)	 	The Defaulting Party shall Transfer title to its Securities by delivering
the transfer forms (ordres de mouvements) with respect to its Securities in
consideration for the price provided, as the case may be, under Paragraph (c) or
Paragraph (d) of this Section 9.3 within ten (10) Business Days following receipt of
the latest exercise notice sent by the Non-Defaulting Parties.
	 
	 	(k)	 	It is expressly acknowledged and agreed that forced execution of the rights
granted under this Section 9.3 to the Non-Defaulting Parties to purchase all of the
Securities held by a Defaulting Party may be requested, each Party hereby irrevocably
waiving any right in that respect under Article 1142 of the French Civil Code (Code
civil).






	10.	 	WILLIS’ CALL OPTIONS AND PUT OPTIONS GRANTED BY WILLIS
	 
	 	 	Should several Willis Parties be Direct Parties to this Agreement when the Call Options or
the Willis Put Options may be exercised, the Willis Parties, the Willis Call Grantors and
the Mancos agree in advance that only one Willis Party shall have the right (but not the
obligation) to exercise all of the Call Options and the Mancos Call Options and only one
Willis Party shall have the obligation to purchase the




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	 	 	Option Securities pursuant to the Willis Put Options, such obligation being irrevocably
guaranteed by Willis Parent. Accordingly, for the sole purpose of this Section 10, any
reference to “Willis” shall mean either the Willis Party chosen by the Willis
Parties to exercise the Call Options and the Mancos Call Options or to purchase the Option
Securities pursuant to the Willis Put Options or, as the case may be, the only Willis
Party which is a Direct Party to this Agreement when the Call Options, the Mancos Call
Options or the Willis Put Options are exercised. For the application of this Section 10,
Willis Parent shall be deemed to act on behalf of the Willis Parties and any agreement
between the Willis Call Grantors and Willis or between the Mancos and Willis shall be
validly signed by a director of Willis Parent.
	 
	 	 	Notwithstanding the foregoing, in accordance with Section 10.15(b), at the option of
Willis, one or several Willis Parties may be substituted for Willis in order to acquire
title to the Options Securities under the Call Options, the Willis Put Options and the
First and Second Conditional Sales or in order to acquire title to the Securities held by
the Mancos under the Mancos Call Options.
	 
	10.1	 	Grant of the Call Options






	 	(a)	 	Each Direct Party other than the Mancos and the Willis Parties (each, a
“Willis Call Grantor”) hereby grants to Willis a call option on all of its
Option Securities, in accordance with the terms and conditions set forth in this
Section 10 (collectively, the “Call Options”).
	 
	 	(b)	 	Notwithstanding any other provision to the contrary contained herein,
Willis accepts the Call Options as options only, without any undertaking or
obligation to exercise the Call Options.






	10.2	 	Calculation of the Notification Enterprise Value and Estimated Notification Equity Value and
Prices






	 	(a)	 	No later than October 31, 2013, the Company shall remind Willis and the
Willis Call Grantors that they need to select and appoint two Experts prior to
December 31, 2013.
	 
	 	(b)	 	The first Expert shall be selected and appointed by Willis and the second
Expert shall be selected and appointed by the Financial Investors on behalf of all of
the Willis Call Grantors, in both cases no later than December 31, 2013. Willis
shall notify the Company and the Willis Call Grantors of its choice no later than
December 31, 2013. The Financial Investors shall notify the Company, Willis and the
other Willis Call Grantors of their choice no later than December 31, 2013.
	 
	 	(c)	 	The Company shall, and Willis and the Willis Call Grantors shall take all
Applicable Actions to, cause the Company to:






	 	(i)	 	remind the Agreed 1592 Arbitrator of his mission pursuant
to this Section 10.2 and Section 10.4 no later than January 15, 2014;




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	 	(ii)	 	prepare the Annual Accounts for the Financial Year ended
December 31st, 2013 as soon as possible and by March 17, 2014 at
the latest; and
	 
	 	(iii)	 	simultaneously provide the Agreed 1592 Arbitrator,
Willis and the Willis Call Grantors with such Annual Accounts and the Annual
Budget for the Financial Year 2014, within five (5) Business Days as from
the date of certification of the 2013 Annual Accounts by the auditors of the
Company.






	 	(d)	 	The Notification Enterprise Value and the Estimated Notification Equity
Value and Prices shall be determined by the Agreed 1592 Arbitrator in accordance with
the formulas set forth in Schedule 1(B).
	 
	 	(e)	 	Except if the Notification Enterprise Value and the Estimated Notification
Equity Value and Prices are expressly agreed upon in writing between Willis and each
of the Willis Call Grantors prior to the expiry of the twenty (20) Business
Day-period provided in this Paragraph, the Agreed 1592 Arbitrator shall determine the
Notification Enterprise Value and the Estimated Notification Equity Value and Prices
within twenty (20) Business Days from the Notification Appointment Date and shall
promptly and simultaneously notify the Company, Willis and all of the Willis Call
Grantors thereof. This period for delivering a written report may be extended for up
to ten (10) Business Days for good cause by the mutual written consent of Willis and
the Willis Call Grantors or by the Agreed 1592 Arbitrator at his sole discretion.
	 
	 	(f)	 	Willis and each of the Willis Call Grantors are authorized to make
submissions to the Agreed 1592 Arbitrator within ten (10) Business Days from the
Notification Appointment Date provided that such submissions shall also be
notified to the other Direct Parties. Each Direct Party may respond to another
Direct Party’s submission by notifying such response to the Agreed 1592 Arbitrator
and the other Direct Parties within fifteen (15) Business Days from the Notification
Appointment Date.
	 
	 	(g)	 	In the event that (i), for any reason whatsoever, the Agreed 1592
Arbitrator is not willing to perform his mission or not able to determine the
Notification Enterprise Value and the Estimated Notification Equity Value and Prices
within the period mentioned in Paragraph (e) of this Section 10.2 and (ii) the
Notification Enterprise Value and the Estimated Notification Equity Value and Prices
are not expressly agreed upon in writing between Willis and each of the Willis Call
Grantors, an Appointed 1592 Arbitrator shall be appointed by the Président of the
Nanterre Commercial Court (Tribunal de commerce) at the request of Willis or any of
the Willis Call Grantors, whichever is the most diligent.
	 
	 	(h)	 	The Appointed 1592 Arbitrator, if any, shall also determine the
Notification Enterprise Value and the Estimated Notification Equity Value and Prices
in accordance with the formulas set forth in Schedule 1(B). Except if the
Notification Enterprise Value and the Estimated Notification Equity Value




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	 	 	 	and Prices are expressly agreed upon in writing between Willis and each of the
Willis Call Grantors before, the Appointed 1592 Arbitrator shall use his best
endeavors to determine the Notification Enterprise Value and the Estimated
Notification Equity Value and Prices within thirty (30) Business Days from his
appointment by the Président of the Nanterre Commercial Court (Tribunal de
commerce) and, in any case, shall have determined them by December 31, 2014 at
the latest.






	 	(i)	 	The Appointed 1592 Arbitrator shall promptly and simultaneously notify the
Company, Willis and all of the Willis Call Grantors of his final determination of the
Notification Enterprise Value and Estimated Notification Equity Value and Prices.
Willis and each of the Willis Call Grantors shall be authorized to make submissions
to the Appointed 1592 Arbitrator and to respond to other Direct Parties’ submissions
in accordance with a procedure and a timetable to be established by the Appointed
1592 Arbitrator.
	 
	 	(j)	 	The Company and the Direct Parties shall, and the Direct Parties shall take
all Applicable Actions to cause the Company to, cooperate in good faith and furnish
to the 1592 Arbitrator any information and documents which the 1592 Arbitrator may
reasonably require in connection with his mission, including the reports of the
Experts, if any.
	 
	 	(k)	 	In the absence of fraud or manifest error, the Notification Enterprise
Value and the Estimated Notification Equity Value and Prices determined by the 1592
Arbitrator shall be final and binding upon Willis and all of the Willis Call
Grantors.






	10.3	 	Notification of Willis’ intention and grant of the Willis Put Options






	 	(a)	 	Whether or not the Notification Enterprise Value and the Estimated
Notification Equity Value and Prices have been determined by the 1592 Arbitrator or
agreed upon in writing between Willis and each of the Willis Call Grantors prior to
April 30, 2014, Willis shall notify its intentions regarding its Call Options by
April 30, 2014 at the latest by sending written notices to the Company and each of
the Willis Call Grantors, stating whether or not it waives its right to exercise the
Call Options (the “Notifications”).
	 
	 	(b)	 	In the event that Willis either (i) delivers Notifications whereby it
expressly waives its right to exercise the Call Options or (ii) fails to deliver any
of the Notifications before May 1st, 2014, Willis shall be deemed to have
irrevocably waived its rights under all of the Call Options and the Call Options
shall be null and void.
	 
	 	(c)	 	By sending Notifications whereby it expressly confirms its intention to
continue to benefit from the right to exercise its Call Options (“Confirming
Notifications”), Willis shall be automatically deemed to grant to each of the
Willis Call Grantors a put option on all the Option Securities of such Willis




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	 	 	 	Call Grantor in accordance with the terms and conditions set forth in this
Section 10 (collectively, the “Willis Put Options”).






	 	(d)	 	Each of the Willis Call Grantors accepts in advance the Willis Put Options
as options only, without any undertaking or obligation to exercise the Willis Put
Options.
	 
	 	(e)	 	In case of Confirming Notifications, the Company shall remind Willis of the
fact that it may have to obtain an authorization or consent by a Governmental
Authority prior to the Options Completion Date.
	 
	 	(f)	 	For the avoidance of doubt, it is specified that the provisions of Sections
10.4 to 10.12 shall only apply in case of Confirming Notifications.






	10.4	 	Calculation of the Final Notification Equity Value and Prices






	 	(a)	 	As soon as the information is available, the Company shall, and the Direct
Parties shall take all Applicable Actions to cause the Company to, simultaneously
provide the Direct Parties and the 1592 Arbitrator who calculated, or is calculating,
the Notification Enterprise Value and the Estimated Notification Equity Value and
Prices with all the information enabling the 1592 Arbitrator to calculate the Final
Notification Equity Value and Prices.
	 
	 	(b)	 	Except if the Final Notification Equity Value and Prices are expressly
agreed upon in writing between Willis and each of the Willis Call Grantors, the 1592
Arbitrator shall determine the Final Notification Equity Value and Prices no later
than December 31, 2014. Willis and each of the Willis Call Grantors shall be
authorized to make submissions to the 1592 Arbitrator and to respond to other Direct
Parties’ submissions in accordance with a procedure and a timetable to be established
by the 1592 Arbitrator.
	 
	 	(c)	 	The Company and the Direct Parties shall, and the Direct Parties shall take
all Applicable Actions to cause the Company to, cooperate in good faith and furnish
to the 1592 Arbitrator any information and documents which the 1592 Arbitrator may
reasonably require in connection with his mission of determination of the Final
Notification Equity Value and Prices.
	 
	 	(d)	 	The 1592 Arbitrator shall promptly and simultaneously notify the Company,
Willis and all of the Willis Call Grantors of his final determination of the Final
Notification Equity Value and Prices.
	 
	 	(e)	 	In the absence of fraud or manifest error, the Final Notification Equity
Value and Prices determined by the 1592 Arbitrator shall be final and binding upon
Willis and all of the Willis Call Grantors.
	 
	 	(f)	 	In the event that the 1592 Arbitrator receives the information enabling him
to calculate the Final Notification Equity Value and Prices when he has not
calculated the Estimated Notification Equity Value and Prices yet, the 1592
Arbitrator is authorized to only determine the Notification Enterprise Value and the
Final Notification Equity Value and Prices.




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	10.5	 	Calculation of the Call Enterprise Value and the Estimated Call Equity Value and Prices






	 	(a)	 	No later than October 31, 2014, the Company shall remind Willis and the
Willis Call Grantors that they need to select and appoint two Experts prior to
December 31, 2015.
	 
	 	(b)	 	The first Expert shall be selected and appointed by Willis and the second
Expert shall be selected and appointed by the Financial Investors on behalf of all of
the Willis Call Grantors, in both cases no later than December 31, 2014. Willis
shall notify the Company and the Willis Call Grantors of its choice no later than
December 31, 2014. The Financial Investors shall notify the Company, Willis and the
other Willis Call Grantors of their choice no later than December 31, 2014.
	 
	 	(c)	 	The Company shall, and the Direct Parties shall take all Applicable Actions
to cause the Company to:






	 	(i)	 	remind the Agreed 1592 Arbitrator of his mission pursuant
to this Section 10.5 and Section 10.10 no later than January 15, 2015;
	 
	 	(ii)	 	prepare the Annual Accounts for the Financial Year ended
December 31st, 2014 as soon as possible and by March 16, 2015 at
the latest; and
	 
	 	(iii)	 	simultaneously provide the Agreed 1592 Arbitrator and
the Direct Parties with such Annual Accounts within five (5) Business Days
as from the date of certification of the 2014 Annual Accounts by the
auditors of the Company.






	 	(d)	 	The Call Enterprise Value and the Estimated Call Equity Value and Prices
shall be determined by the Agreed 1592 Arbitrator in accordance with the formulas set
forth in Schedule 1(B).
	 
	 	(e)	 	Except if the Call Enterprise Value and the Estimated Call Equity Value and
Prices are expressly agreed upon in writing between Willis and each of the Willis
Call Grantors prior to the expiry of the twenty (20) Business Day-period provided in
this Paragraph, the Agreed 1592 Arbitrator shall determine the Call Enterprise Value
and the Estimated Call Equity Value and Prices within twenty (20) Business Days from
the Call Appointment Date and shall promptly and simultaneously notify the Company,
Willis and all of the Willis Call Grantors thereof. This period for delivering a
written report may be extended for up to ten (10) Business Days for good cause by the
mutual written consent of Willis and the Willis Call Grantors or by the Agreed 1592
Arbitrator at his sole discretion.
	 
	 	(f)	 	Willis and each of the Willis Call Grantors are authorized to make
submissions to the Agreed 1592 Arbitrator within ten (10) Business Days from the Call
Appointment Date provided that such submissions shall also be notified to the
other Direct Parties. Each Direct Party may respond to another Direct Party’s
submission by notifying such response to the Agreed




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	 	 	 	1592 Arbitrator and the other Direct Parties within fifteen (15) Business Days
from the Call Appointment Date.






	 	(g)	 	In the event that (i), for any reason whatsoever, the Agreed 1592
Arbitrator is not willing to perform his mission or not able to determine the Call
Enterprise Value and the Estimated Call Equity Value and Prices within the period
mentioned in Paragraph (e) of this Section 10.5 and (ii) the Call Enterprise Value
and the Estimated Call Equity Value and Prices are not expressly agreed upon in
writing between Willis and each of the Willis Call Grantors, an Appointed 1592
Arbitrator shall be appointed by the Président of the Nanterre Commercial Court
(Tribunal de commerce) at the request of Willis or any of the Willis Call Grantors,
whichever is the most diligent.
	 
	 	(h)	 	The Appointed 1592 Arbitrator, if any, shall also determine the Call
Enterprise Value and the Estimated Call Equity Value and Prices in accordance with
the formulas set forth in Schedule 1(B). Except if the Call Enterprise Value
and the Estimated Call Equity Value and Prices are expressly agreed upon in writing
between Willis and each of the Willis Call Grantors before, the Appointed 1592
Arbitrator shall use his best endeavors to determine the Call Enterprise Value and
the Estimated Call Equity Value and Prices within thirty (30) Business Days from his
appointment by the Président of the Nanterre Commercial Court (Tribunal de commerce)
and, in any case, shall have determined them by September 30, 2015 at the latest.
	 
	 	(i)	 	The Appointed 1592 Arbitrator shall promptly and simultaneously notify the
Company, Willis and all of the Willis Call Grantors of his final determination of the
Call Enterprise Value and the Estimated Call Equity Value and Prices. Willis and
each of the Willis Call Grantors shall be authorized to make submissions to the
Appointed 1592 Arbitrator and to respond to other Direct Parties’ submissions in
accordance with a procedure and a timetable to be established by the Appointed 1592
Arbitrator.
	 
	 	(j)	 	The Company and the Direct Parties shall, and the Direct Parties shall take
all Applicable Actions to cause the Company to, cooperate in good faith and furnish
to the 1592 Arbitrator any information and documents which the 1592 Arbitrator may
reasonably require in connection with his mission, including the reports of the
Experts, if any.
	 
	 	(k)	 	In the absence of fraud or manifest error, the Call Enterprise Value and
the Estimated Call Equity Value and Prices determined by the 1592 Arbitrator shall be
final and binding upon Willis and all of the Willis Call Grantors.






	10.6	 	Exercise of the Call Options






	 	(a)	 	Whether or not the Call Enterprise Value and the Estimated Call Equity
Value and Prices have been determined by the 1592 Arbitrator or agreed upon in
writing between Willis and each of the Willis Call Grantors prior to April 15, 2015,
Willis shall have the right (but not the obligation) to exercise all (and not part
of) the Call Options at any time from April 15, 2015 to May 15, 2015 (the “Call
Options Exercise Period”), by sending a




- 83 -









 






	 	 	 	written notice to the Company and each Willis Call Grantor, stating its
irrevocable intention to purchase all (and not part) of the Option Securities of
such Willis Call Grantor (a “Call Options Exercise Notice”).






	 	(b)	 	It is expressly agreed that Willis is not authorized to exercise a Call
Option without simultaneously exercising the other Call Options.
	 
	 	(c)	 	In case of failure to deliver within the Call Options Exercise Period any
of the Call Options Exercise Notices, Willis shall be deemed to have irrevocably
waived its right under all of the Call Options and the Call Options shall be null and
void.






	10.7	 	Exercise of the Willis Put Options






	 	(a)	 	Provided that the Call Options have not been exercised in
accordance with Section 10.6 above, each of the Willis Call Grantors shall have the
right (but not the obligation) to exercise its Willis Put Option at any time from May
18, 2015 to June 15, 2015 (the “Willis Put Options Exercise Period”), by
sending a written notice to the Company and Willis, stating its irrevocable intention
to sell all (and not part) of its Option Securities to Willis (a “Willis Put
Options Exercise Notice”).
	 
	 	(b)	 	The exercise by any Financial Investor of its Willis Put Option shall be
conditional upon the exercise by all the other Financial Investors of their Willis
Put Options.
	 
	 	(c)	 	The exercise by any Lucas Parties of its Willis Put Option shall be
conditional upon the exercise by all the other Lucas Parties of their Willis Put
Options.
	 
	 	(d)	 	The exercise by any Gras Parties of its Willis Put Option shall be
conditional upon the exercise by all the other Gras Parties of their Willis Put
Options.
	 
	 	(e)	 	The exercise of its Willis Put Option by a Willis Call Grantor other than
the Financial Investors and the Family Companies shall be conditional upon the
exercise by all the Financial Investors of their Willis Put Options.
	 
	 	(f)	 	In case of failure to deliver within the Willis Put Options Exercise Period
its Willis Put Options Exercise Notice, a Willis Call Grantor shall be deemed to have
irrevocably waived its right under its Willis Put Options and its Willis Put Option
shall be null and void.
	 
	 	(g)	 	If (i) the Call Options have not been exercised in accordance with
Section 10.6 above, (ii) the Willis Put Options have been exercised by the Financial
Investors and the Lucas Parties and (iii) the Gras Parties have not exercised their
Willis Put Options, each Gras Party undertakes to sell to Willis, in consideration
for the price per Security to be paid under the Willis Put Options, and Willis
undertakes to purchase, all the Option Securities owned by each Gras Party on the
Options Completion Date free and clear




- 84 -









 






	 	 	 	from any Encumbrance and with all rights attached or accruing to them on the
Options Completion Date (the “First Conditional Sale”).






	 	(h)	 	If (i) the Call Options are exercised or (ii) the Willis Put Options have
not been exercised within the Willis Put Options Exercise Period by all the Financial
Investors and the Lucas Parties, the First Conditional Sale shall be null and void.
	 
	 	(i)	 	If (i) the Call Options have not been exercised in accordance with
Section 10.6 above and (ii) the Willis Put Options have been exercised by the
Financial Investors, then any Willis Call Grantor other than the Financial Investors
and the Family Companies who has not exercised its Willis Put Option undertakes to
sell to Willis, in consideration for the price per Security to be paid under the
Willis Put Options, and Willis undertakes to purchase, all the Option Securities
owned by such Willis Call Grantor on the Options Completion Date free and clear from
any Encumbrance and with all rights attached or accruing to them on the Options
Completion Date (the “Second Conditional Sale”).
	 
	 	(j)	 	If (i) the Call Options are exercised or (ii) the Willis Put Options have
not been exercised within the Willis Put Options Exercise Period by the Financial
Investors, the Second Conditional Sale shall be null and void.






	10.8	 	Final Consideration for the Option Securities
	 
	 	 	Subject to Sections 10.11 and 10.12:






	 	(a)	 	the final consideration to be paid by Willis for each type of Option
Security upon exercise of the Call Options shall be equal to the Final Call Price of
such type of Option Security; and
	 
	 	(b)	 	the final consideration to be paid by Willis for each type of Option
Security upon exercise of the Willis Put Options and under the First and Second
Conditional Sales shall be equal to the Final Willis Put Price of such type of Option
Security.






	10.9	 	Completion of the Transfers upon exercise of the Call Options or Willis Put Options and under
the First and Second Conditional Sales






	 	(a)	 	(i) each Willis Call Grantor, in case of exercise by Willis of the Call
Options or (ii) any Willis Call Grantor having validly exercised its Willis Put
Options or being bound by the First or Second Conditional Sale, shall Transfer to
Willis title to its Option Securities, against payment of the appropriate
consideration in accordance with Section 10.11 or Section 10.12, within ten (10)
Business Days following receipt of the latest Call Options Exercise Notice or Willis
Put Options Exercise Notice and on June 30, 2015 at the latest or at such later date
as may be necessary to obtain any authorization or consent by a Governmental
Authority (the “Options Completion Date”).




- 85 -









 












	 	(b)	 	Should an authorization or consent by a Governmental Authority be necessary
under applicable Laws:






	 	(i)	 	Willis shall prepare and file as promptly as reasonably
practicable after May 1st, 2014 all necessary application,
notices or requests with a view to obtaining such authorization or consent
prior to June 30, 2015;
	 
	 	(ii)	 	Willis shall keep each of the Willis Call Grantors
regularly informed of the processing of these filings and promptly inform
each of the Willis Call Grantors if it becomes aware of anything that could
result in the obtaining of such authorization or consent being delayed or
denied;
	 
	 	(iii)	 	All of the Willis Call Grantors shall take all
Applicable Actions to cause the Group Companies to fully cooperate with
Willis and to supply as promptly as practicable any information or
documentation with respect to the Group Companies that may be requested by
any competent Governmental Authority;
	 
	 	(iv)	 	the Options Completion Date shall not occur later than
ten (10) Business Days following the day on which such authorization or
consent is obtained or deemed to be obtained pursuant to Applicable Laws;
and
	 
	 	(v)	 	if such authorization or consent has not been obtained or
deemed to have been so obtained pursuant to Applicable Laws by September 30,
2015 at the latest, the Call Options, the Willis Put Options and the First
and Second Conditional Sales shall lapse, Willis shall be under no
obligation to acquire all or part of the Option Securities and the Willis
Call Grantors shall be under no obligation to sell their Option Securities.






	 	(c)	 	On the Options Completion Date, (i) each Willis Call Grantor, in case of
exercise by Willis of the Call Options or (ii) any Willis Call Grantor having validly
exercised its Willis Put Options or being bound by the First or Second Conditional
Sale, shall deliver to Willis transfer forms (ordres de mouvement) with respect to
its Option Securities, and Willis shall make the appropriate payments described in
Sections 10.11 and 10.12.
	 
	 	(d)	 	(i) each Willis Call Grantor, in case of exercise by Willis of the Call
Options or (ii) any Willis Call Grantor having validly exercised its Willis Put
Options or being bound by the First or Second Conditional Sale, shall only represent
and warrant to Willis as of the Options Completion Date that it has good title to its
Option Securities, and that such Option Securities are free and clear from any
Encumbrance.






	10.10	 	Calculation of the Final Call Equity Value and Prices






	 	(a)	 	As soon as the information is available, the Company shall, and the Direct
Parties shall take all Applicable Actions to cause the Company to,




- 86 -









 






	 	 	 	simultaneously provide the Direct Parties and the 1592 Arbitrator who calculated,
or is calculating, the Call Enterprise Value and the Estimated Call Equity Value
and Prices with all the information enabling the 1592 Arbitrator to calculate the
Final Call Equity Value and Prices.






	 	(b)	 	Except if the Final Call Equity Value and Prices are expressly agreed upon
in writing between Willis and each of the Willis Call Grantors, the 1592 Arbitrator
shall determine the Final Call Equity Value and Prices no later than September 30,
2015. Willis and each of the Willis Call Grantors shall be authorized to make
submissions to the 1592 Arbitrator and to respond to other Direct Parties’
submissions in accordance with a procedure and a timetable to be established by the
1592 Arbitrator.
	 
	 	(c)	 	The Company and the Direct Parties shall, and the Direct Parties shall take
all Applicable Actions to cause the Company to, cooperate in good faith and furnish
to the 1592 Arbitrator any information and documents which the 1592 Arbitrator may
reasonably require in connection with his mission of determination of the Final Call
Equity Value and Prices.
	 
	 	(d)	 	The 1592 Arbitrator shall promptly and simultaneously notify the Company,
Willis and all of the Willis Call Grantors of his final determination of the Final
Call Equity Value and Prices.
	 
	 	(e)	 	In the absence of fraud or manifest error, the Final Call Equity Value and
Prices determined by the 1592 Arbitrator shall be final and binding upon Willis and
all of the Willis Call Grantors.
	 
	 	(f)	 	In the event that the 1592 Arbitrator receives the information enabling him
to calculate the Final Call Equity Value and Prices when he has not calculated the
Estimated Call Equity Value and Prices yet,






	 	(i)	 	if the Options Completion Date has not occurred yet, the
1592 Arbitrator shall determine the Call Enterprise Value, the Final Call
Equity Value and Prices and the Estimated Call Equity Value and
Prices; or
	 
	 	(ii)	 	if the Options Completion Date has already occurred, the
Arbitrator is authorized to only determine the Call Enterprise Value and the
Final Call Equity Value and Prices.






	10.11	 	Payment of the consideration upon exercise of the Call Options
	 
	 	 	If Willis has validly exercised the Call Options, the consideration for the Options
Securities shall be paid to the Willis Call Grantors in accordance with the provisions of
this Section 10.11.






	 	   (a)	 	On the Options Completion Date, Willis shall pay to each Willis Call
Grantor the Estimated Call Price for each of its Option Securities by wire transfer
of immediately available cleared funds in the event that:




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	 	(i)	 	the Estimated Call Equity Value and Prices have been
determined by the 1592 Arbitrator or agreed upon in writing between Willis
and each of the Willis Call Grantors ten (10) Business Days prior to the
Options Completion Date at the latest, and
	 
	 	(ii)	 	the Final Call Equity Value and Prices have not
been determined by the 1592 Arbitrator or agreed upon in writing between
Willis and each of the Willis Call Grantors ten (10) Business Days prior to
the Options Completion Date;






	 	(b)	 	In the event that Willis pays the Estimated Call Prices on the Options
Completion Date pursuant to Paragraph (a) of this Section 10.11, once the Final Call
Equity Value and Prices have been determined by the 1592 Arbitrator or agreed upon in
writing between Willis and each of the Willis Call Grantors:






	 	(i)	 	if the Final Call Equity Value exceeds the Estimated Call
Equity Value, Willis shall pay to each Willis Call Grantor, for each of its
Option Securities, within ten (10) Business Days as from such determination
or agreement, by wire transfer of immediately available cleared funds, the
difference, if any, between (x) the Final Call Price of such Option
Security and (y) the Estimated Call Price of such Option Security,
it being agreed that such difference shall not bear any interests
whatsoever,
	 
	 	(ii)	 	if the Estimated Call Equity Value exceeds the Final Call
Equity Value, each Willis Call Grantor shall pay to Willis, for each of the
Option Securities Transferred by such Willis Call Grantor on the Options
Completion Date, within ten (10) Business Days as from such determination or
agreement, by wire transfer of immediately available cleared funds, the
difference, if any, between (x) the Estimated Call Price of such
Option Security and (y) the Final Call Price of such Option
Security, it being agreed that such difference shall not bear any interests
whatsoever,
	 
	 	(iii)	 	if the Final Call Equity Value and Prices have not been
determined by the 1592 Arbitrator or agreed upon in writing between Willis
and each of the Willis Call Grantors by September 30, 2015 at the latest,
the Estimated Call Price of each type of Securities paid by Willis on the
Options Completion Date shall be deemed to constitute the final
consideration under the Call Options.






	 	(c)	 	On the Options Completion Date, Willis shall pay to each Willis Call
Grantor the Final Notification Price for each of its Option Securities by wire
transfer of immediately available cleared funds in the event that the Estimated Call
Equity Value and Prices have not been determined by the 1592 Arbitrator or
agreed upon in writing between Willis and each of the Willis Call Grantors ten (10)
Business Days prior to the Options Completion Date at the latest.




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	 	(d)	 	In the event that Willis pays the Final Notification Prices on the Options
Completion Date pursuant to Paragraph (c) of this Section 10.11, once the Final Call
Equity Value and Prices have been determined by the 1592 Arbitrator or agreed upon in
writing between Willis and each of the Willis Call Grantors:






	 	(i)	 	if the Final Call Equity Value exceeds the Final
Notification Equity Value, Willis shall pay to each Willis Call Grantor, for
each of its Option Securities, within ten (10) Business Days as from such
determination or agreement, by wire transfer of immediately available
cleared funds, the difference, if any, between (x) the Final Call
Price of such Option Security and (y) the Final Notification Price
of such Option Security, it being agreed that such difference shall bear
interests at a rate per annum equal to Euribor + 200 bps from the Options
Completion Date to its payment,
	 
	 	(ii)	 	if the Final Notification Equity Value exceeds the Final
Call Equity Value, each Willis Call Grantor shall pay to Willis, for each of
the Option Securities Transferred by such Willis Call Grantor on the Options
Completion Date, within ten (10) Business Days as from such determination or
agreement, by wire transfer of immediately available cleared funds, the
difference, if any, between (x) the Final Notification Price of such
Option Security and (y) the Final Call Price of such Option
Security, it being agreed that such difference shall bear interests at a
rate per annum equal to Euribor + 200 bps from the Options Completion Date
to its payment,
	 
	 	(iii)	 	if the Final Call Equity Value and Prices have not been
determined by the 1592 Arbitrator or agreed upon in writing between Willis
and each of the Willis Call Grantors by September 30, 2015 at the latest,
Willis shall pay to each Willis Call Grantor, for each of its Option
Securities, within ten (10) Business Days as from September 30, 2015, by
wire transfer of immediately available cleared funds, the difference between
(x) the Long Stop Price of such Option Security and (y) the
Final Notification Price of such Option Security, it being agreed that such
difference shall not bear any interests whatsoever.






	 	(e)	 	On the Options Completion Date, Willis shall pay to each Willis Call
Grantor the Final Call Price for each of its Option Securities by wire transfer of
immediately available cleared funds in the event that:






	 	(i)	 	the Options Completion Date is delayed because of the
need to obtain an authorization or consent by a Governmental Authority, and
	 
	 	(ii)	 	the Final Call Equity Value and Prices are determined by
the 1592 Arbitrator or agreed upon in writing between Willis and each of the
Willis Call Grantors when such authorization or consent is obtained;




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	 	(f)	 	In the event that Willis pays the Final Call Prices on the Options
Completion Date pursuant to Paragraph (e) of this Section 10.11, those Final Call
Prices shall be final and binding on the Parties and shall not be subject to any
adjustment whatsoever.






	10.12	 	Payment of the consideration upon exercise of the Willis Put Options
	 
	 	 	If a Willis Call Grantor has validly exercised its Willis Put Options or is bound to sell
its Options Securities to Willis under the First or Second Conditional Sale (a
“Selling Grantor”), the consideration for such Options Securities shall be paid by
Willis to such Selling Grantor in accordance with the provisions of this Section 10.12.






	 	(a)	 	On the Options Completion Date, Willis shall pay to each Selling Grantor
the Estimated Willis Put Price for each of its Option Securities by wire transfer of
immediately available cleared funds in the event that:






	 	(i)	 	the Call Enterprise Value and the Estimated Call Equity
Value and Prices have been determined by the 1592 Arbitrator or agreed upon
in writing between Willis and each of the Willis Call Grantors ten (10)
Business Days prior to the Options Completion Date at the latest, and
	 
	 	(ii)	 	the Final Call Equity Value and Prices have not
been determined by the 1592 Arbitrator or agreed upon in writing between
Willis and each of the Willis Call Grantors ten (10) Business Days prior to
the Options Completion Date;






	 	(b)	 	In the event that Willis pays the Estimated Willis Put Prices on the
Options Completion Date pursuant to Paragraph (a) of this Section 10.12, once the
Final Call Equity Value and Prices have been determined by the 1592 Arbitrator or
agreed upon in writing between Willis and each of the Willis Call Grantors:






	 	(i)	 	if the sum of the Final Willis Put Prices of the Option
Securities Transferred on the Options Completion Date exceeds the sum of the
Estimated Willis Put Prices paid by Willis on the Options Completion Date,
Willis shall pay to each Selling Grantor, for each of its Option Securities,
within ten (10) Business Days as from such determination or agreement, by
wire transfer of immediately available cleared funds, the difference, if
any, between (x) the Final Willis Put Price of such Option Security
and (y) the Estimated Willis Put Price of such Option Security, it
being agreed that such difference shall not bear any interests whatsoever,
	 
	 	(ii)	 	if the Estimated Willis Put Prices paid by Willis on the
Options Completion Date exceeds the sum of the Final Willis Put Prices of
the Option Securities Transferred on the Options Completion Date, each
Selling Grantor shall pay to Willis, for each of the Option Securities
Transferred by such Selling Grantor on the Options Completion Date, within
ten (10) Business Days as from such




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	 	 	 	determination or agreement, by wire transfer of immediately available
cleared funds, the difference, if any, between (x) the Estimated
Willis Put Price of such Option Security and (y) the Final
Willis Put Price of such Option Security, it being agreed that such
difference shall not bear any interests whatsoever,






	 	(iii)	 	if the Final Call Equity Value and Prices have not been
determined by the 1592 Arbitrator or agreed upon in writing between Willis
and each of the Willis Call Grantors by September 30, 2015 at the latest,
the Estimated Willis Put Price of each type of Securities paid by Willis to
each Selling Grantor on the Options Completion Date shall be deemed to
constitute the final consideration under the Willis Put Options and the
First and Second Conditional Sale.






	 	(c)	 	On the Options Completion Date, Willis shall pay to each Selling Grantor
the Final Notification Price for each of its Option Securities by wire transfer of
immediately available cleared funds in the event that the Call Enterprise Value
and/or the Estimated Call Equity Value and Prices have not been determined by
the 1592 Arbitrator or agreed upon in writing between Willis and each of the Willis
Call Grantors ten (10) Business Days prior to the Options Completion Date at the
latest.
	 
	 	(d)	 	In the event that Willis pays the Final Notification Prices on the Options
Completion Date pursuant to Paragraph (c)of this Section 10.12, once the Final Call
Equity Value has been determined by the 1592 Arbitrator or agreed upon in writing
between Willis and each of the Willis Call Grantors:






	 	(i)	 	if the sum of the Final Willis Put Prices of the Options
Securities Transferred on the Options Completion Date exceeds the sum of the
Final Notification Prices paid by Willis on the Options Completion Date,
Willis shall pay to each Selling Grantor, for each of its Option Securities,
within ten (10) Business Days as from such determination or agreement, by
wire transfer of immediately available cleared funds, the difference, if
any, between (x) the Final Willis Put Price of such Option Security
and (y) the Final Notification Price of such Option Security, it
being agreed that such difference shall bear interests at a rate per annum
equal to Euribor + 200 bps from the Options Completion Date to its payment,
	 
	 	(ii)	 	if the Final Notification Prices paid by Willis on the
Options Completion Date exceeds the sum of the Willis Put Prices of the
Option Securities Transferred on the Options Completion Date, each Selling
Grantor shall pay to Willis, for each of the Option Securities Transferred
by such Selling Grantor on the Options Completion Date, within ten (10)
Business Days as from such determination or agreement, by wire transfer of
immediately available cleared funds, the difference, if any, between
(x) the Final Notification Price of such Option Security and
(y) the Final Willis Put Price of such Option Security, it being
agreed that such




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	 	 	 	difference shall bear interests at a rate per annum equal to Euribor +
200 bps from the Options Completion Date to its payment,






	 	(iii)	 	if the Final Call Equity Value and Prices have not been
determined by the 1592 Arbitrator or agreed upon in writing between Willis
and each of the Willis Call Grantors by September 30, 2015 at the latest,
Willis shall pay to each Selling Grantor, for each of its Option Securities,
within ten (10) Business Days as from September 30, 2015, by wire transfer
of immediately available cleared funds, the difference between (x)
the Long Stop Price of such Option Security and (y) the Final
Notification Price of such Option Security, it being agreed that such
difference shall not bear any interests whatsoever.






	 	(e)	 	On the Options Completion Date, Willis shall pay to each Selling Grantor
the Final Willis Put Price for each of its Option Securities by wire transfer of
immediately available cleared funds in the event that:






	 	(i)	 	the Options Completion Date is delayed because of the
need to obtain an authorization or consent by a Governmental Authority, and
	 
	 	(ii)	 	the Final Call Equity Value and Prices are determined by
the 1592 Arbitrator or agreed upon in writing between Willis and each of the
Willis Call Grantors when such authorization or consent is obtained;






	 	(f)	 	In the event that Willis pays the Final Willis Put Prices on the Options
Completion Date pursuant to Paragraph (e) of this Section 10.12, those Final Willis
Put Prices shall be final and binding on the Parties and shall not be subject to any
adjustment whatsoever.






	10.13	 	Liquidity of the Lucas Shareholders






	 	(a)	 	Subject to Paragraph (b) of this Section 10.13, if Willis has delivered
Confirming Notifications in due time, the Lucas Representative may opt (by
notification delivered to Willis and the Company no later than December 31, 2014) for
the Transfer by the Lucas Shareholders of all their Lucas Securities to Willis
instead of the Transfer by the Lucas Parties of all their Option Securities to Willis
in the event that the Call Options would be exercised by Willis or the Willis Put
Options would be exercised by the Lucas Parties.
	 
	 	(b)	 	If the Lucas Representative opts for such a direct exit of the Lucas
Shareholders, either (x) Willis shall use its best endeavors to purchase from
the Lucas Shareholders all of the Lucas Securities instead of the Option Securities
held by the Lucas Parties or (y) to the extent possible under applicable
Laws, the Direct Parties shall take all Applicable Actions to merge the Lucas Parties
into the Company on or prior to the Options Completion Date, provided that:




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	 	(i)	 	none of the Lucas Parties is a Defaulting Party;
	 
	 	(ii)	 	there are no significant liability on the balance sheet
of any of the Lucas Parties;
	 
	 	(iii)	 	the Lucas Shareholders make any reasonable
representations and warranties as may be required by Willis or the Company
with respect to the conduct of the business of the Lucas Parties (including
the place of effective management of the Lucas Parties or the compliance by
the Lucas Parties with their tax obligations);
	 
	 	(iv)	 	the Lucas Parties undertake to indemnify Willis or the
Company for any loss resulting from undisclosed liabilities of the Lucas
Parties or from a breach or inaccuracy of the above mentioned
representations and warranties and such obligation of indemnification shall
be secured by cash collateral or a first demand guarantee issued by a first
rank bank;
	 
	 	(v)	 	none of the Lucas Parties is involved in litigation
proceedings with a Third Party or a Lucas Shareholders; and
	 
	 	(vi)	 	100% of the Lucas Securities shall be delivered to Willis
or exchanged against Securities.






	 	(c)	 	Should Willis purchase the Lucas Securities, the price to be paid by Willis
for the Lucas Securities shall be calculated by Transparency on the basis of the
consideration to be paid for the Option Securities held by the Lucas Parties pursuant
to Section 10.11 or Section 10.12.






	10.14	 	Mancos Call Options






	 	(a)	 	Each of the Mancos hereby grants to Willis a call option on all of the
Securities it will hold on the Options Completion Date in accordance with the terms
and conditions set forth in this Section 10.14 (collectively, the “Mancos Call
Options” and individually a “Manco Call Option”).
	 
	 	(b)	 	Notwithstanding any other provision to the contrary contained herein,
Willis accepts the Mancos Call Options as options only, without any undertaking or
obligation to exercise the Mancos Call Options.
	 
	 	(c)	 	The Manco Call Option granted by Manco1 is only exercisable:






	 	(i)	 	if Willis has exercised its Call Options or the
Financial Investors have exercised their Willis Put Options; and
	 
	 	(ii)	 	if:






	 	(A)	 	Manco1 has not complied with the
commitments relating to its assets and liabilities and the
prohibition of off-balance sheet liabilities (engagements hors
bilan) included in article 12 of Manco1 Shareholders’ Agreement;
or




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	 	(B)	 	on the Options Completion Date at the
latest, for any reason whatsoever, all or part of Manco1’s
shareholders have not delivered to Willis the number of Manco1
shares that Willis is entitled to purchase from them under the
Manco1 Shareholders’ Agreement, despite the fact that Willis has
duly exercised its rights in that respect under Manco1
Shareholders’ Agreement.






	 	(d)	 	The Manco Call Option granted by Manco2 is only exercisable:






	 	(i)	 	if Willis has exercised its Call Options or the
Financial Investors have exercised their Willis Put Options; and
	 
	 	(ii)	 	if:






	 	(A)	 	Manco2 has not complied with the
commitments relating to its assets and liabilities and the
prohibition of off-balance sheet liabilities (engagements hors
bilan) included in Manco2 Shareholders’ Agreement; or
	 
	 	(B)	 	on the Options Completion Date at the
latest, for any reason whatsoever, all or part of Manco2’s
shareholders have not delivered to Willis the number of Manco1
shares that Willis is entitled to purchase from them under the
Manco2 Shareholders’ Agreement, despite the fact that Willis has
duly exercised its rights in that respect under Manco2
Shareholders’ Agreement.






	 	(e)	 	If a Manco Call Option is exercisable, Willis shall have the right (but not
the obligation) to exercise it with respect to all (and not part of) the Securities
held by the relevant Manco on the Options Completion Date at any time during a three
(3) year-period following the Options Completion Date (the “Manco Exercise
Period”).
	 
	 	(f)	 	Willis shall exercise a Manco Call Option by delivering a notice to the
relevant Manco within the Manco Exercise Period, failing which it shall be deemed to
have irrevocably waived its rights under this Manco Call Option which shall be null
and void.
	 
	 	(g)	 	The price to be paid by Willis upon exercise of a Manco Call Options for
the Securities held by the relevant Manco on the Options Completion Date (the
“Manco Call Price”) shall be calculated by application of the Distribution
Fundamentals to the Global Valuation which was finally used as Distribution Amount in
order to determine the price for each type of Securities upon exercise of the Call
Options in accordance with Section 10.11 or upon exercise of the Willis Put Options
in accordance with Section 10.12.
	 
	 	(h)	 	In case of exercise by Willis of a Manco Call Option in accordance with the
terms of this Section 10.14, the relevant Manco shall Transfer title to its
Securities by delivering to Willis duly executed transfer forms (ordres de




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	 	 	 	mouvement) and Willis shall pay to the relevant Manco the Manco Call Price by
wire transfer of immediately cleared funds within ten (10) Business Days
following the receipt of the exercise notice referred to in Paragraph (f) of this
Section 10.14.






	10.15	 	Miscellaneous






	 	(a)	 	All fees incurred in connection with the appointment of the 1592 Arbitrator
shall be borne by Willis and each of the Willis Call Grantors pro-rata to their
respective Imputed Holdings.
	 
	 	(b)	 	The Willis Parties are not authorized to assign their rights under the Call
Options, the First Conditional Sale or the Second Conditional Sale to any Person
other than a Willis Entity.
	 
	 	(c)	 	Subject to Section 10.13, a Willis Call Grantor is not authorized to assign
its rights under the Willis Put Options, the First Conditional Sale or the Second
Conditional Sale to any Person.
	 
	 	(d)	 	Willis Parent irrevocably guarantees all the obligations of the Willis
Parties under this Section 10.
	 
	 	(e)	 	Each Willis Call Grantor and Willis expressly acknowledge and agree that
forced execution of the Call Options, the Willis Put Options, the First Conditional
Sale and the Second Conditional Sale may be requested and hereby waive irrevocably
their rights under Article 1142 of the French Civil Code (Code civil).
	 
	 	(f)	 	Each Manco expressly acknowledges and agrees that forced execution of the
Mancos Call Options may be requested and hereby waives irrevocably its rights under
Article 1142 of the French Civil Code (Code civil).
	 
	 	(g)	 	Notwithstanding anything to the contrary in this Agreement, if (i) Willis
does not fulfill its material obligations under Section 10 and/or does not pay to any
of the Willis Call Grantors the consideration for their Option Securities under the
Call Options, the Willis Put Options, the First Conditional Sale or the Second
Conditional Sale and (ii) such default continues for a period of thirty (30) Business
Days following the earliest service by a Willis Call Grantor on Willis of a notice
requiring the same to be remedied, Willis shall be deemed to have waived its right to
exercise the Call Options, the Standstill Period shall immediately expire and Willis
shall lose all of its rights under Sections 11.1 and 11.2 for a five (5) year-period
as from the expiry of this thirty (30) Business Day-period.
	 
	 	(h)	 	Any notice, notification, delivery or other communication made in
connection with this Section 10 shall be made in accordance with Section 20.9,
provided that (A) each notice, notification, delivery or other communication
made in connection with this Section 10 shall also be sent by e-mail in all cases and
(B) any notice, notification, delivery or other communication made by Willis at an
address appearing in an updated list of Shareholders and holders of other Securities
furnished to Willis by the




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	 	 	 	Agreement Manager pursuant to Section 20.3 no later than one month prior to such
notice, notification, delivery or communication shall be deemed to have been
validly made.






	11.	 	LIQUIDITY OF THE PARTIES
	 
	11.1	 	Auction Bid Process






	 	(a)	 	At any time after the expiration of the Standstill Period, a procedure for
the sale of 100% of the Securities may be initiated pursuant to an auction bid
process (the “Auction Bid Process”) by an Authorized Group. The Authorized
Group initiating an Auction Bid Process is hereinafter referred to as the
“Auction Bid Initiator”.
	 
	 	(b)	 	The Auction Bid Initiator may notify the other Direct Parties of its
intention to initiate an Auction Bid Process by delivering to the other Direct
Parties and to the Supervisory Board a written notice that it intends to exercise its
rights pursuant to this Section 11 (the “Auction Bid Notice”), and in such
notice the Auction Bid Initiator shall present a panel of three (3) first ranked
investment banks and shall require the Supervisory Board to select one of such
investments banks within fifteen (15) Business Days from the date of the Auction Bid
Notice, it being specified that the nominees of the Auction Bid Initiator at the
Supervisory Board shall not have the right to vote on such selection.
	 
	 	(c)	 	The Supervisory Board Members representing the other Classes of Voting
Shares shall unanimously agree on the choice of the investment bank within the above
fifteen (15) Business Day period following the receipt of the Auction Bid Notice,
failing which the Auction Bid Initiator shall be entitled to select the first ranked
investment bank (from among those investment banks listed in the Auction Bid Notice)
of its choice and in its discretion. The selected investment bank shall hereinafter
be referred to as the “Investment Bank”. The Direct Parties expressly agree
that the Investment Bank shall benefit from an exclusive mandate for a twelve (12)
month period to sell, directly or indirectly, 100% of the Securities through a
professionally run auction procedure.
	 
	 	(d)	 	During the Auction Bid Process, as from receipt of the Auction Bid Notice
and until either a Full Exit or the failure of the Auction Bid Process (i.e., no
Admissible Offer is submitted in due time or accepted by the Auction Bid Initiator),
no Direct Party may Transfer any of its Securities to any other Party or to any Third
Party except pursuant to a Permitted Transfer.
	 
	 	(e)	 	As soon as reasonably practicable following the appointment of the
Investment Bank, such Investment Bank shall prepare and deliver to the Direct Parties
a confidential offering memorandum (the “Offering Memorandum”) for the
purpose of soliciting prospective purchasers for all of the Securities. The Company
and each Direct Party shall provide all such




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	 	 	 	assistance and cooperation for the purpose of the preparation of the Offering
Memorandum as the Investment Bank and/or the Auction Bid Initiator may reasonably
request. All prospective purchasers shall be informed by the Investment Bank of
the definition of Best Global Offer under this Agreement at the beginning of the
Auction Bid Process.






	 	(f)	 	The Investment Bank shall ensure that all potential Global Offers be
submitted to it within six (6) months from the publication of the Offering
Memorandum. As soon as the Investment Bank receives one or more Global Offers, it
shall notify them to each Direct Party which is not one of, or involved with one of,
the bidders in the Auction Bid Process.
	 
	 	(g)	 	Within fifteen (15) Business Days following the receipt by the Direct
Parties of the last Global Offer received by the Investment Bank, each Direct Party
(other than any Direct Party which, or an Affiliate of which, is, or is involved
with, a bidder) shall notify the other Direct Parties whether or not it intends to
accept one of the Global Offers submitted, provided that where several Global
Offers have been received, the Supervisory Board Members (other than the nominees of
a Class of Voting Shares a holder of which is, or is involved with, one of the
bidders), based on the advice of the Investment Bank, shall unanimously and in good
faith select the Best Global Offer. Where any Party other than the Auction Bid
Initiator has (x) either notified the other Direct Parties of its intention
to reject the Auction Bid Process or (y) failed to timely deliver a
notification within the fifteen (15) Business Day period, the Auction Bid Initiator
may exercise its Drag Along Right in accordance with Section 11.2.
	 
	 	(h)	 	No Drag Along Right may be exercised by the Auction Bid Initiator on the
basis of a Global Offer which is not an Admissible Offer and it is specified that:






	 	(i)	 	in the event that (A) the Financial Investors are the
Auction Bid Initiator and (B) a Global Offer is made in the Auction Bid
Process by one of the Financial Investor or an Affiliate of a Financial
Investor, such Global Offer shall be deemed not to be an Admissible Offer
unless the Willis Parties, the Lucas Parties, the Gras Parties and, as the
case may be, any other Direct Party which has become entitled to appoint two
(2) nominees at the Supervisory Board in accordance with Section 2.6 have
notified their intention to accept this Global Offer;
	 
	 	(ii)	 	in the event that (A) the Willis Parties are the Auction
Bid Initiator and (B) a Global Offer is made in the Auction Bid Process by a
Willis Party or another Willis Entity, such Global Offer shall be deemed not
to be an Admissible Offer unless the Financial Investors, the Lucas Parties,
the Gras Parties and, as the case may be, any other Direct Party which has
become entitled to appoint two (2) nominees at the Supervisory Board in
accordance with Section 2.6 have notified their intention to accept this
Global Offer; and




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	 	(iii)	 	in the event that (A) the Lucas Parties are the Auction
Bid Initiator and (B) a Global Offer involving one or several Lucas Parties
and/or one or several Lucas Shareholders and/or one or several of their
Affiliates is made in the Auction Bid Process, such Global Offer shall be
deemed not to be an Admissible Offer unless the Financial Investors, the
Willis Parties, the Gras Parties and, as the case may be, any other Direct
Party which has become entitled to appoint two (2) nominees at the
Supervisory Board in accordance with Section 2.6 have notified their
intention to accept this Global Offer;
	 
	 	(iv)	 	in the event that (A) the Gras Parties are the Auction
Bid Initiator and (B) a Global Offer involving one or several Gras Parties
and/or one or several Gras Shareholders and/or one or several of their
Affiliates is made in the Auction Bid Process, such Global Offer shall be
deemed not to be an Admissible Offer unless the Financial Investors, the
Willis Parties, the Lucas Parties and, as the case may be, any other Direct
Party which has become entitled to appoint two (2) nominees at the
Supervisory Board in accordance with Section 2.6 have notified their
intention to accept this Global Offer; and
	 
	 	(v)	 	in the event that (A) the Auction Bid Process has been
initiated by a Direct Party which has become entitled to appoint two (2)
nominees at the Supervisory Board in accordance with Section 2.6 and (B) a
Global Offer is made by such Direct Party or an Affiliate of such Direct
Party in the Auction Bid Process, such Global Offer shall be deemed not to
be an Admissible Offer unless the Financial Investors, the Willis Parties,
the Lucas Parties and the Gras Parties have notified their intention to
accept this Global Offer.






	 	(i)	 	Where the Auction Bid Process is successful (i.e. a Global Offer is
accepted either by all Direct Parties or by the Auction Bid Initiator), all fees
incurred by the Investment Bank in connection therewith and not borne by the
Transferee shall be borne by the Company to the extent permitted by applicable Law
and, for the remainder, by the Direct Parties in accordance with Section 7.2(e). In
case of failure of the Auction Bid Process, all fees incurred by the Investment Bank
in connection therewith shall be borne by the Auction Bid Initiator, it being agreed
that, to the extent permitted by applicable Law, such fees shall be added to the fees
and costs incurred in the context of the completion of a successful Full Exit.
	 
	 	(j)	 	In case of failure of the Auction Bid Process, a new Auction Bid Process
may not be initiated by any Authorized Group prior to the expiration of a six (6)
month-period from and including the date upon which the previous Auction Bid Process
was concluded.
	 
	 	(k)	 	Each Party shall cooperate in good faith and take all actions which may be
reasonably required for the purposes of this Section 11.1.




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	11.2	 	Drag Along






	 	(a)	 	At any time after the expiration of the Standstill Period and
provided that the Willis Parties have not acquired the Option Securities
pursuant to Section 10, an Authorized Group may notify the other Direct Parties (the
“Other Parties”) of its intention to accept a Global Offer, by delivering a
Transfer Notice to the Other Parties (a “Drag Along Notice”), if:






	 	(i)	 	such Global Offer was the Best Global Offer submitted
during the course of an Auction Bid Process initiated by this Authorized
Group in accordance with Section 11; or
	 
	 	(ii)	 	such Global Offer was unsolicited and received by this
Authorized Group,






	 	 	 	provided that where an unsolicited Global Offer is received by an
Authorized Group outside the conduct of an Auction Bid Process, this Authorized
Group may only exercise its Drag Along Right (as such term is defined hereunder)
in accordance with this Section 11.2 if such unsolicited Global Offer is approved
by the Financial Investors, the Lucas Parties, the Gras Parties and, as the case
may be, any other Direct Party which has become entitled to appoint two (2)
nominees at the Supervisory Board in accordance with Section 2.6. The Authorized
Group which delivers a Drag Along Notice to the Other Parties is hereinafter
referred to as the “Drag Along Party”.
	 
	 	(b)	 	Without prejudice to the foregoing, in the event that a Permitted Transfer
pursuant to Section 9.1(o) qualifies as a Global Offer, all (and not several of) the
Parties having consented to such Permitted Transfer in accordance with the provisions
of Section 9.1(o) will be entitled to jointly serve a Drag Along Notice to the Other
Parties (which, for the avoidance of doubt, shall comprise any Direct Party which
either has voted against the Permitted Transfer at stake or was not allowed to vote
on such Permitted Transfer) and exercise in common their rights as Drag Along Parties
under this Section 11.2 irrespective of the date of the said Global Offer.
	 
	 	(c)	 	By delivering the Drag Along Notice, the Drag Along Party(ies) shall have
the absolute right to require the Other Parties, to Transfer all of their Securities
pursuant to the Global Offer concomitantly with the Transfer of the Securities of the
Drag Along Parties, under the same terms and conditions and for a price calculated in
accordance with Section 8 on the basis of the Global Valuation included in the Global
Offer (the “Drag Along Right”), within sixty (60) Business Days following the
receipt of the Drag Along Notice at the latest (or such later date as may be
necessary to obtain any authorization or consent by a Governmental Authority).
	 
	 	(d)	 	Within ten (10) Business Days of delivery of the Drag Along Notice, each of
the Other Parties shall execute and deliver to the Drag Along Party, or in case there
are several Drag Along Parties, to such Drag Along Party designated by the Drag Along
Parties to such effect (the “Attorney-in-Fact”)




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	 	 	 	a power of attorney in favor of the Attorney-in-Fact, in form and substance
reasonably satisfactory to the Drag Along Parties, appointing the
Attorney-in-Fact as the true and lawful attorney-in-fact for such Other Parties,
with full power of substitution, and authorizing the Attorney-in-Fact to execute
and deliver a sale and purchase agreement containing the terms and conditions of
the Global Offer and to take such actions as the Attorney-in-Fact may deem
necessary or appropriate to effect the sale and Transfer of such Other Parties’
Securities, upon receipt of the consideration therefor set forth in the Drag
Along Notice and the Global Offer, free and clear of all Encumbrances, together
with all other documents delivered with such Drag Along Notice and required to be
executed in connection with the sale thereof pursuant to the Global Offer. The
Attorney-in-Fact shall hold such documents for such Other Parties pending
completion or abandonment of such sale.






	 	(e)	 	The Attorney-in-Fact shall give notice to the Other Parties of the
completion of the Transfer pursuant to the Global Offer on the date of such
completion and shall remit to each of the Other Parties the total consideration for
the Securities of such Other Party Transferred pursuant thereto, and promptly
thereafter shall furnish such other evidence of the completion and time of completion
of such Transfer and the terms thereof as may reasonably be requested by any of the
Other Parties.
	 
	 	(f)	 	Provided that (i) Manco1 has complied with the commitments relating
to its assets and liabilities and the prohibition of off-balance sheet liabilities
(engagements hors bilan) included in article 12 of Manco1 Shareholders’ Agreement and
(ii) all Manco1’s shareholders agree to Transfer the number of Manco1 shares they are
bound to Transfer to the Transferee who made the Global Offer pursuant to the terms
of Manco1 Shareholders’ Agreement, Manco1 shall be released from its obligation to
Transfer its Securities pursuant to the Global Offer upon exercise of a Drag Along
Right.
	 
	 	(g)	 	Provided that (i) Manco2 has complied with the commitments relating
to its assets and liabilities and the prohibition of off-balance sheet liabilities
(engagements hors bilan) included in Manco2 Shareholders’ Agreement and (ii) all
Manco2’s shareholders agree to Transfer the number of Manco2 shares they are bound to
Transfer to the Transferee who made the Global Offer pursuant to the terms of Manco1
Shareholders’ Agreement, Manco2 shall be released from its obligation to Transfer its
Securities pursuant to the Global Offer upon exercise of a Drag Along Right.
	 
	 	(h)	 	If the Transfer contemplated by the Global Offer has not occurred within
sixty (60) Business Days following delivery of the Drag Along Notice by the Drag
Along Party(ies) pursuant to this Section 11.2 (or such later date as is necessary to
obtain all required approval from any Governmental Authority), the Attorney-in-Fact
shall return to each Other Party all documents that such Other Party delivered in
connection with such Transfer.




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	 	(i)	 	For the avoidance of doubt, from the date of receipt of the Drag Along
Notice, no Direct Party may Transfer any of its Securities to any other Party or to
any Third Party except pursuant to a Permitted Transfer.
	 
	 	(j)	 	No Drag Along Right may be exercised by a Drag Along Party on the basis of
a Global Offer which is not an Admissible Offer and, for the avoidance of doubt, it
is specified that:






	 	(i)	 	in the event that (A) the Financial Investors are the
exclusive Drag Along Party and (B) an unsolicited Global Offer is made by a
Financial Investor or an Affiliate of a Financial Investor, such Global
Offer shall be deemed not to be an Admissible Offer;
	 
	 	(ii)	 	in the event that (A) the Willis Parties are the
exclusive Drag Along Party and (B) an unsolicited Global Offer is made by a
Willis Party or another Willis Entity, such Global Offer shall be deemed not
to be an Admissible Offer;
	 
	 	(iii)	 	in the event that (A) the Lucas Parties are the
exclusive Drag Along Party and (B) an unsolicited Global Offer is made by
one or several Lucas Parties and/or one or several Lucas Shareholders and/or
one of their Affiliates, such Global Offer shall be deemed not to be an
Admissible Offer;
	 
	 	(iv)	 	in the event that (A) the Gras Parties are the exclusive
Drag Along Party and (B) an unsolicited Global Offer is made by one or
several Gras Parties and/or one or several Gras Shareholders and/or one of
their Affiliates, such Global Offer shall be deemed not to be an Admissible
Offer; and
	 
	 	(v)	 	in the event that (A) a Direct Party which has become
entitled to appoint two (2) nominees at the Supervisory Board in accordance
with Section 2.6, is the exclusive Drag Along Party and (B) an unsolicited
Global Offer is made by such Direct Party and/or one of its Affiliates, such
Global Offer shall be deemed not to be an Admissible Offer.






	11.3	 	Liquidity of the Lucas Shareholders






	 	(a)	 	Subject to Paragraph (d) of this Section 11.3, in the context of an Auction
Bid Process and/or if a Drag Along Right is exercised (including if the Drag Along
Right is exercised by the Lucas Parties), the Lucas Representative may opt (by
notification delivered to the other Parties no later than twenty (20) Business Days
prior to the contemplated date of completion of the Transfer envisaged by the Global
Offer) for the Transfer by the Lucas Shareholders of all their Lucas Securities
instead of the Transfer by the Lucas Parties of all their Securities, as if the Lucas
Shareholders were the direct owners of the Securities held by the Lucas Parties.
	 
	 	(b)	 	The Auction Bid Initiator or the Drag Along Party shall use its best
endeavors to allow such a direct exit either (i) by obtaining the purchase of




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	 	 	 	the Lucas Securities by the Transferee who made the Global Offer or (ii), to the
extent possible under applicable Laws, by merging the Lucas Parties into the
Company prior to the completion of the Transfer resulting from the Global Offer.
Should the Auction Bid Initiator or the Drag Along Party opt for the mergers, the
other Direct Parties undertake, to the extent permitted by applicable Laws, to
take all Applicable Actions in order to approve such mergers.






	 	(c)	 	Should the Auction Bid Initiator or the Drag Along Party opt for the
Transfer of the Lucas Securities to the Transferee who made the Global Offer:






	 	(i)	 	Sections 11.1 and 11.2 shall apply mutatis mutandis to
the Lucas Shareholders who shall be bound to Transfer all the Lucas
Securities to the Transferee as if the Lucas Shareholders were the direct
owners of the Securities held by the Lucas Parties; and
	 
	 	(ii)	 	the price to be paid by such Transferee for the Lucas
Securities shall be calculated by Transparency from the valuation of the
Securities held by the Lucas Parties as determined by the rules set forth in
Section 8 on the basis of the Global Valuation included in the Global Offer.






	 	(d)	 	The rights of the Lucas Shareholders under this Section 11.3 shall not
apply if:






	 	(i)	 	any of the Lucas Parties is a Defaulting Party; or
	 
	 	(ii)	 	there are significant liabilities on the balance sheet of
any of the Lucas Parties; or
	 
	 	(iii)	 	the Lucas Shareholders refuse to make any reasonable and
customary representations and warranties which may be required by the
Transferee who made the Global Offer or the Company to the conduct of the
business of the Lucas Parties (including the place of effective management
of the Lucas Parties or the compliance by the Lucas Parties with their tax
obligations); or
	 
	 	(iv)	 	the Lucas Parties refuse to undertake to indemnify the
Transferee who made the Global Offer or the Company for any loss resulting
from undisclosed liabilities of the Lucas Parties or from a breach or
inaccuracy of the above mentioned representations and warranties or to
secure such obligation of indemnification by cash collateral or a first
demand guarantee issued by a first rank bank; or
	 
	 	(v)	 	any of the Lucas Securities is not delivered to the
Transferee who made the Global Offer or exchanged against Securities.




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	12.	 	RESTRICTIONS ON TRANSFERS
	 
	12.1	 	Pre-emption Right
	 
	 	 	For the avoidance of doubt, the Transfers of Securities completed pursuant to Section 9
(Permitted Transfers), Section 10 (Willis’ Call Options), Section 11 (Liquidity procedure)
and Section 11.2 (Drag Along Right) shall not be subject to this Section 12.1.






	 	(a)	 	From the expiration of the Standstill Period or pursuant to Section 7.1(e),
in the case of a contemplated Transfer of Securities by a Direct Party to another
Party or any Third Party, each non Transferring Direct Party holding Voting Shares
(each a “Pre-emption Beneficiary”) shall have the right (but not the
obligation) to purchase a number of Securities held by the Transferor in lieu of the
Proposed Transferee in the conditions set forth in this Section 12.1 and Section 12.4
(the “Pre-emption Right”), provided that, in case of a contemplated Transfer
by a Family Company, the other Family Company shall benefit from a first rank
Pre-emption Right in accordance with Paragraph (e) of this Section 12.1.
	 
	 	(b)	 	The Pre-emption Rights shall only be valid if exercised by the Pre-emption
Beneficiaries (taken as a whole) with respect to all the Offered Securities, failing
which such Pre-emption Beneficiaries shall be deemed to have irrevocably waived their
Pre-emption Rights and the Transferor may validly Transfer its Securities to the
Proposed Transferee, subject to Sections 12.2 (Total Tag Along Right) and 12.3
(Proportional Tag Along Right), as the case may be.
	 
	 	(c)	 	Subject to paragraph (e) of this Section 12.1, if the total number of
Securities that the Pre-emption Beneficiaries wish to purchase represents more than
the Offered Securities, each such Pre-emption Beneficiary shall exercise its
Pre-emption Right for a number of Securities corresponding to the lower of:






	 	(i)	 	the number of Offered Securities that such Pre-emption
Beneficiary wishes to purchase as mentioned in its exercise notice;
	 
	 	(ii)	 	a number of Shares on a Fully Diluted Basis, equal to the
product of:






	 	(A)	 	a fraction the numerator of which is
the number of Shares held by such Pre-emption Beneficiary
(calculated on a Fully Diluted Basis), and the denominator of which
is the total number of Shares (calculated on a Fully Diluted Basis)
held by such Pre-emption Beneficiary and the other Pre-emption
Beneficiaries having exercised their Pre-emption Rights; and
	 
	 	(B)	 	the total number of Shares
corresponding to the Offered Securities (calculated on a Fully
Diluted Basis).




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	 	(d)	 	In case of a fractional share, the number of Securities that may be
purchased by a Pre-emption Beneficiary shall be rounded to the immediately inferior
number.
	 
	 	(e)	 	In case of Transfer by a Family Company, the Pre-emption Beneficiaries
other than the Family Companies shall only be entitled to exercise their Pre-emption
Right after full satisfaction of the Family Companies which wish to exercise their
Pre-emption Rights, as the case may be, provided that, if the total number of
Securities that such Family Companies wish to purchase represents more than the
Offered Securities, each Family Company shall be entitled to exercise its Pre-emption
Right for a number of Securities corresponding to the lower of:






	 	(i)	 	the number of Offered Securities that such Family Company
wishes to purchase as mentioned in his exercise notice;
	 
	 	(ii)	 	a number of Shares on a Fully Diluted Basis, equal to the
product of:






	 	(A)	 	a fraction the numerator of which is
the number of Shares held such Family Company (calculated on a
Fully Diluted Basis), and the denominator of which is the total
number of Shares (calculated on a Fully Diluted Basis) held by such
Family Company and the other Family Companies having exercised
their Pre-emption Rights; and
	 
	 	(B)	 	the total number of Shares
corresponding to the Offered Securities (calculated on a Fully
Diluted Basis).






	 	(f)	 	In case of a fractional share, the number of Securities that may be
purchased by a Family Company upon exercise of its Pre-emption Right shall be rounded
to the immediately inferior number.
	 
	 	(g)	 	The Pre-emption Beneficiaries shall purchase the Offered Securities in
accordance with all terms and conditions, including the price conditions, set forth
in the Transfer Notice.
	 
	 	(h)	 	In case of a valid exercise of a Pre-emption Right with respect to all
Offered Securities in accordance with this Section 12.1 and Section 12.4, the
Transfer of such Offered Securities shall be completed within twenty (20) Business
Days from the expiration of the Exercise Period.
	 
	 	(i)	 	Subject to the execution and delivery by these substituted Third Parties of
an Instrument of Adherence, for the purposes of any Transfer pursuant to this Section
12.1:






	 	(i)	 	The Willis Parties may substitute any Willis Entity as a
Pre-Emption Beneficiary;
	 
	 	(ii)	 	the Financial Investors may substitute any Affiliate of
the Original Fund as a Pre-Emption Beneficiary;




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	 	(iii)	 	the Lucas Parties may substitute any other Lucas Entity
as a Pre-emption Beneficiary; and
	 
	 	(iv)	 	the Gras Parties may substitute any other Lucas Entity as
a Pre-emption Beneficiary.






	12.2	 	Total Tag Along Right
	 
	 	 	For the avoidance of doubt, the Transfers of Securities completed pursuant to Section 9
(Permitted Transfers) shall not be subject to this Section 12.2.






	 	(a)	 	From the expiration of the Standstill Period or pursuant to Section 7.1(e),
in the event that a Direct Party intends to complete a Transfer (including as a
result of the exercise of a Pre-emption Right) which would result in a Total Tag
Along Situation, if completed, any non Transferring Direct Party other than the
Mancos (each a “Total Tag Along Beneficiary”) shall have the right (but not
the obligation) to Transfer along with the Transferor(s) all of its Securities in the
conditions set forth in this Section 12.2 and Section 12.4 (the “Total Tag Along
Right”).
	 
	 	(b)	 	The Transferor shall sell the Offered Securities in accordance with all
terms and conditions set forth in the Transfer Notice (or in the Transfer Notice on
the basis of which a Pre-emption Right has been exercised).
	 
	 	(c)	 	The Transfer may only be completed if:






	 	(i)	 	the Total Tag Along Beneficiaries having validly notified
the Other Parties of their intention to exercise their Total Tag Along Right
have been allowed to Transfer all of their Securities, concomitantly with
the Transferor(s), in accordance with the same terms and for a price per
Security calculated in accordance with Section 8 on the basis of the highest
of:






	 	(A)	 	the Global Valuation set forth in the
Transfer Notice, and
	 
	 	(B)	 	a Global Valuation calculated on the
basis of the weighted average of the prices offered in the context
of the Transfers completed to the benefit of the Proposed
Transferee for the last twelve (12) months, if any;






	 	(ii)	 	the Proposed Transferee expressly undertakes – should it
subsequently Transfer all or a portion of its Securities within a twelve
(12) month-period as from the completion of the Transfer – to pay each of
the Total Tag Along Beneficiaries having validly exercised their Total Tag
Along Right an additional amount equal to the difference between (A) the
higher price per Security paid to the Transferee for each subsequent
Transfer of his Securities multiply by the number of Securities Transferred
by such Total Tag Along Beneficiary, and (B) the price that such Total Tag
Along Beneficiary has received for its Securities by exercising its Tag
Along Right, it being specified that the payment of this additional




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	 	 	 	amount shall not occur later than fifteen (15) Business Days after the
above mentioned twelve (12) month-period has expired.






	 	(d)	 	If, after a Total Tag Along Situation, the Transferor which has caused this
Total Tag Along Situation keeps some Securities and subsequently Transfers all or a
portion of them within a twelve (12) month-period as from the completion of the
Transfer which caused the Total Tag Along Situation, this Transferor shall pay to
each of the Total Tag Along Beneficiaries which exercised their Total Tag Along
Rights with respect to such Total Tag Along Situation an amount equal to the
difference between (i) the higher price per Security paid to this Transferor for each
subsequent Transfer of his remaining Securities multiply by the number of Securities
Transferred by such Total Tag Along Beneficiary, and (ii) the price that such Total
Tag Along Beneficiary has received for its Securities by exercising its Tag Along
Right, it being specified that the payment of this additional amount shall not occur
later than fifteen (15) Business Days after the above mentioned twelve (12)
month-period has expired.
	 
	 	(e)	 	Notwithstanding any other provision to the contrary, where the contemplated
Transfer is not completed for any reason whatsoever, the Total Tag Along
Beneficiaries may not prevail themselves of any right to have (part or all of) their
Securities purchased by the Transferor in application of this Section 12.2.






	12.3	 	Proportional Tag Along Right
	 
	 	 	For the avoidance of doubt, the Transfers of Securities completed pursuant to Section 9
(Permitted Transfers) shall not be subject to this Section 12.3.






	 	(a)	 	From the expiration of the Standstill Period or pursuant to Section 7.1(e),
in case a Direct Party wishes to Transfer part of its Securities to any other Party
or any Third Party, each non Transferring Direct Party other than the Mancos (each a
“Proportional Tag Along Beneficiary”) shall have the right (but not the
obligation) to Transfer, in place of the Transferor, part of its Securities in the
conditions set forth in this Section 12.3 and Section 12.4 (the “Proportional Tag
Along Right”).
	 
	 	(b)	 	Under its Proportional Tag Along Right, each Proportional Tag Along
Beneficiary shall be entitled to Transfer to the Transferee or any Direct Parties
holding Voting Shares having exercised their Pre-emption Rights (as the case may be)
a number of Securities corresponding to a number of Shares calculated on a Fully
Diluted Basis, equal to the product of (i) a fraction the numerator of which is the
number of Shares of such Proportional Tag Along Beneficiary (calculated on a Fully
Diluted Basis), and the denominator of which is the total number of the Shares held
by all Proportional Tag Along Beneficiaries having exercised their Proportional Tag
Along Right and the Transferring Party (calculated on a Fully Diluted Basis) and (ii)
the total number of Shares corresponding to the Offered Securities (calculated on a
Fully Diluted Basis). In case of a fractional share, the number of Securities that
may be Transferred by a Proportional




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	 	 	 	Tag Along Beneficiary shall be rounded to the immediately inferior number.






	 	(c)	 	The Transfer to the Transferee contemplated by the Transferring Party may
only be completed for the remaining portion of the Offered Securities and only if the
Proportional Tag Along Beneficiaries having validly notified the Other Parties of
their intention to exercise their Proportional Tag Along Right have been allowed to
Transfer to the Transferee the number of Securities that they are allowed to Transfer
pursuant to Paragraph (b) of this Section 12.3 and in accordance with all terms and
conditions, including the price conditions, set forth in the Transfer Notice.
	 
	 	(d)	 	Notwithstanding any other provision to the contrary, in case the
contemplated Transfer is not completed for any reason whatsoever, the Proportional
Tag Along Beneficiaries may not prevail themselves of any right to have (part or all
of) their Securities purchased by the Transferor in application of this Section 12.3.






	12.4	 	Exercise of the Pre-emption Right, the Total Tag Along Right and the Proportional Tag Along
Right






	 	(a)	 	Within twenty five (25) Business Days following receipt of the Transfer
Notice (the “Exercise Period”), each Pre-emption Beneficiary, Total Tag Along
Beneficiary or Proportional Tag Along Beneficiary may notify (x) the
Transferor, (y) the other Direct Parties and (z) the Agreement
Manager of:






	 	(i)	 	its intention to exercise exclusively its Pre-emption
Right, such notice stating the number of Securities the subject of its
request and being deemed to be a waiver of its Proportional Tag Along Right
and of its Total Tag Along Right, as the case may be;
	 
	 	(ii)	 	its intention to exercise exclusively its Proportional
Tag Along Right, such notice stating the number of its Securities the
subject of its request and being deemed to be a waiver of its Pre-emption
Right and its Total Tag Along Right, as the case may be; or
	 
	 	(iii)	 	its intention to exercise exclusively its Total Tag
Along Right, , such notice stating the number of its Securities the subject
of its request and being deemed to be a waiver of its Pre-emption Right and
its Proportional Tag Along Rights.






	 	(b)	 	In the event that (i) the Transfer Notice refers to a Total Tag Along
Situation, (ii) some Direct Parties notify their intention to exercise their Total
Tag Along Rights, (iii) some Direct Parties also notify their intention to exercise
their Pre-emption Right on all the Offered Securities and (iv) the Total Tag Along
Situation would disappear if the notified Pre-emption Rights were exercised, then the
Pre-emption Rights shall prevail and the Total Tag Along Rights shall be deemed not
to have been exercised, whether or not they were exercised before the Pre-emption
Rights.




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	 	(c)	 	In the event that the exercise by a Pre-emption Beneficiary of its
Pre-emption Right could entail a Total Tag Along Situation, such Pre-emption
Beneficiary shall attach a Transfer Notice to its notification of exercise of its
Pre-emption Right. If at the end of the Exercise Period considering the other
Pre-emption Rights exercised it is confirmed that a Total Tag Along Situation would
occur should such Pre-emption Beneficiary exercise its Pre-emption Right, a new
Exercise Period shall commence in order to allow the Direct Parties other than the
Transferring Direct Party and the pre-emption Beneficiary exercising its Pre-Emption
Right to exercise their Total Tag Along Rights.
	 
	 	(d)	 	In case any Pre-emption Beneficiary, Total Tag Along Beneficiary or
Proportional Tag Along Beneficiary does not exercise, respectively, its Pre-emption
Right, its Total Tag Along Right or its Proportional Tag Along Right in a timely
manner, it shall be deemed to have irrevocably waived such right with respect to the
Transfer referred to in the Transfer Notice.
	 
	 	(e)	 	In case of a dispute between the Transferor on the one hand, and, one or
more of the Pre-emption Beneficiaries, the Total Tag Along Beneficiaries or the
Proportional Tag Along Beneficiaries, on the other hand, with respect to an Offered
Price which includes Non-Cash Consideration, one or more of the Pre-emption
Beneficiaries, the Total Tag Along Beneficiaries or the Proportional Tag Along
Beneficiaries, as the case may be, shall notify the Transferor of such disagreement
within ten (10) Business Days following receipt of the Transfer Notice. Upon receipt
of such notification, the Transferor shall promptly request the judicial appointment
of an expert in accordance with Article 1843-4 of the French Civil Code (Code civil)
and any Pre-emption Right, Total Tag Along Right or Proportional Tag Along Right that
may have been exercised prior thereto shall be deemed null and void. Within fifteen
(15) Business Days from its appointment, the expert shall determine the Global
Valuation and the valuation of the consideration for the Offered Securities
(including the Non-Cash Consideration) and prepare and deliver to the Direct Parties
a report setting forth the Global Valuation and the valuation of the consideration
for the Offered Securities, which shall be final and binding upon the Parties if the
Transferor wishes to proceed with the Transfer in accordance with Paragraph (h)
below.
	 
	 	(f)	 	In the event that the Transferor does not file an application for the
appointment of the expert with the Nanterre Commercial Court (Tribunal de commerce)
within fifteen (15) as from the receipt of a notice of disagreement, it shall be
deemed to have abandoned the contemplated Transfer described in the Transfer Notice.
	 
	 	(g)	 	All fees incurred by the expert in connection with his mission hereunder
shall be borne:






	 	(i)	 	where the consideration determined by the expert is equal
to or lower than the consideration set forth in the Transfer Notice, by the
Pre-emption Beneficiaries, the Total Tag Along Beneficiaries




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	 	 	 	and/or the Proportional Tag Along Beneficiaries having requested the
expert’s nomination, pro-rata to their Imputed Holdings; or






	 	(ii)	 	where the consideration as determined by the expert
exceeds the consideration set forth in the Transfer Notice, by the
Transferor.






	 	(h)	 	Upon the delivery of the expert’s report, should the Transferor wish to
proceed with the Transfer, the Transferor shall provide the other Parties with a
revised Transfer Notice updated to refer to the consideration determined by the
expert, within ten (10) Business Days of receipt of the expert’s report and the other
Direct Parties shall be entitled to exercise any of their Pre-emption Rights,
Proportional Tag Along Rights and Total Tag Along Rights if applicable to such
Transfer in accordance with this Section 12.






	12.5	 	Completion of a Transfer
	 
	 	 	If no Pre-emption Right is validly exercised with respect to a Transfer pursuant to
Section 12.1 (for the avoidance of doubt, should one or several Pre-emption Rights be
validly exercised, Section 12.1(h) shall apply), such Transfer of Securities shall be
validly completed provided that:






	 	(a)	 	the Total Tag Along Rights and/or the Proportional Tag Along Rights shall
be either waived or complied with;
	 
	 	(b)	 	any and all documents required by applicable Laws in connection with such
Transfer, such as the share transfer form, shall be duly executed and delivered by
the relevant Persons within seventy-five (75) Business Days following the receipt of
the Transfer Notice (except where an extension is necessary for antitrust clearance
purposes), failing which such Transfer shall be deemed to be a new Transfer subject
to a new Transfer Notice in accordance with the provisions of this Chapter II;
	 
	 	(c)	 	such Transfer shall be made on the same terms and conditions as those set
forth in the Transfer Notice, failing which such Transfer shall be deemed to be a new
Transfer subject to a new Transfer Notice in accordance with the provisions of this
Chapter II; and
	 
	 	(d)	 	except in case of a Full Exit, any Transferee which is a Third Party shall
execute an Instrument of Adherence.






	12.6	 	Exercise of the Total Tag Along Right by the Lucas Shareholders






	 	(a)	 	Subject to Paragraph (b) of this Section 12.6, if the Lucas Parties are
entitled to exercise their Total Tag Along Rights pursuant to Section 12.2, the Lucas
Representative may opt (by notification delivered to the other Parties prior to the
expiry of the Exercise Period) for the Transfer by the Lucas Shareholders of all
their Lucas Securities instead of the Transfer by the Lucas Parties of all their
Securities, as if the Lucas Shareholders were the direct owners of the Securities
held by the Lucas Parties.




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	 	(b)	 	If the Lucas Representative opts for such a direct exit of the Lucas
Shareholders, the Direct Party which intends to complete a Transfer which would
result in a Total tag Along Situation, if completed, shall use its best endeavors to
allow such a direct exit of the Lucas Shareholders by obtaining from the Proposed
Transferee the purchase of the Lucas Securities, provided that:






	 	(i)	 	none of the Lucas Parties is a Defaulting Party;
	 
	 	(ii)	 	there are no significant liability on the balance sheet
of any of the Lucas Parties;
	 
	 	(iii)	 	the Lucas Shareholders make any reasonable
representations and warranties as may be required by the Proposed Transferee
with respect to the conduct of the business of the Lucas Parties (including
the place of effective management of the Lucas Parties or the compliance by
the Lucas Parties with their tax obligations);
	 
	 	(iv)	 	the Lucas Parties undertake to indemnify the Proposed
Transferee for any loss resulting from undisclosed liabilities or from a
breach or inaccuracy of the above mentioned representations and warranties
and such obligation of indemnification shall be secured by cash collateral
or a first demand guarantee issued by a first rank bank;
	 
	 	(v)	 	none of the Lucas Parties is involved in litigation
proceedings with a Third Party or a Lucas Shareholders; and
	 
	 	(vi)	 	100% of the Lucas Securities shall be delivered to the
Proposed Transferee.






	 	(c)	 	The price to be paid by the Proposed Transferee for the Lucas Securities
shall be calculated by Transparency from the valuation of the Securities held by the
Lucas Parties as determined by the rules set forth in Section 8 on the basis of the
Global Valuation included in the Transfer Notice.






	13.	 	INITIAL PUBLIC OFFERING






	 	(a)	 	At any time after the expiration of the Standstill Period, provided
that no Auction Bid Process shall have been initiated in the last twelve (12) months,
(i) the Financial Investors, the Willis Parties, (iii) the Lucas Parties or (iv) the
Gras Parties may propose to the other Shareholders to initiate an initial public
offering on an Eligible Stock Exchange (an “IPO”) as soon as reasonably
practicable, subject to the Qualified Requisite Consent.
	 
	 	(b)	 	The Supervisory Board shall appoint a first ranked investment bank for the
purpose of carrying out such IPO as sponsoring bank / lead manager and shall promptly
notify the Direct Parties of its choice.




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	 	(c)	 	The Parties shall cooperate in good faith in order to complete the IPO as
soon as reasonably practicable and shall procure that their nominees on the
Supervisory Board approve any decisions as may be required by Law.
	 
	 	(d)	 	The Supervisory Board shall, after consultation of the Executive Committee,
determine with the sponsoring bank (i) the definitive offering price for the Shares
in the IPO and (ii) the number of new Shares to be issued by the Company (the
“New Offered Shares”), if any, and the number of existing Shares proposed to
be included in the IPO (the “Existing Offered Shares”), in accordance with
applicable Laws and regulations.
	 
	 	(e)	 	The Supervisory Board shall notify each Direct Party of the number of New
Offered Shares and the number of Existing Offered Shares that may be sold pursuant to
the IPO and the proposed offering price and each Direct Party shall have the right to
sell pursuant to such IPO a number of Shares equal to the product of (i) the number
of the Existing Offered Shares and (ii) the fraction having as its numerator
(x) the number of Shares held by such Direct Party on a Fully Diluted Basis
(prior to any conversion of the Subordinated Convertible Bonds) and as its
denominator (y) the total number of Shares on a Fully Diluted Basis (prior to any
conversion of the Subordinated Convertible Bonds) prior to the issue of any New
Offered Shares, subject to the customary lock-up agreements that may be required by
the sponsoring bank(s) and/or the Governmental Authority monitoring the chosen
Eligible Stock Exchange.
	 
	 	(f)	 	The Parties shall cooperate in good faith in order to enter into any
underwriting and offering agreements which are required or customary for an IPO, and
hereby acknowledge and agree that such agreements may include lock-up undertakings.
It is specified that any undertakings under such agreements shall not be more
restrictive for the Willis Parties than for the Financial Investors.
	 
	 	(g)	 	It is expressly agreed that it is the common intention of the Parties that
the Company shall be the Group Company to be listed if the Supervisory Board decides
to launch an IPO.
	 
	 	(h)	 	To the extent possible pursuant to applicable Laws, the Direct Parties
undertake to take all Applicable Actions to merge the Lucas Parties into the Company
in order to allow the Lucas Shareholders to take part to the IPO as if they were the
direct owners of Securities, provided that:






	 	(i)	 	none of the Lucas Parties is a Defaulting Party;
	 
	 	(ii)	 	there are no significant liability on the balance sheet
of any of the Lucas Parties;
	 
	 	(iii)	 	the Lucas Shareholders make any reasonable
representations and warranties as may be required by the Company with
respect to the conduct of the business of the Lucas Parties (including the
place of effective management of the Lucas Parties or the compliance by the
Lucas Parties with their tax obligations);




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	 	(iv)	 	the Lucas Parties undertake to indemnify the Company for
any loss resulting from undisclosed liabilities of the Lucas Parties or from
a breach or inaccuracy of the above mentioned representations and warranties
and such obligation of indemnification shall be secured by cash collateral
or a first demand guarantee issued by a first rank bank; and
	 
	 	(v)	 	none of the Lucas Parties is involved in litigation
proceedings with a Third Party or a Lucas Shareholders.






	 	(i)	 	All fees and expenses in relation to the IPO (whether achieved or not
achieved) shall be borne by the Company to the fullest extent permitted by applicable
Law.






	14.	 	LUCAS PARTIES’ PUT OPTIONS
	 
	14.1	 	Conditions to the Put Options






	 	(a)	 	In the event that Mr. Patrick Lucas is appointed as President in accordance
with the provisions of Section 2.1, the Willis Parties, on the one hand, and the
Financial Investors, on the other hand, (each, a “Put Options Grantor”)
undertake to grant for the benefit of each Lucas Party put options (collectively, the
“Put Options”), pursuant to which each Lucas Party shall have the right (but
not the obligation) to request the Transfer of all (and not part) of its Put
Securities to each Put Options Grantor, in proportion to their respective Imputed
Holdings and in accordance with the terms and conditions set forth in this Section
14, it being specified that the obligations of the Willis Parties under this
Section 14 shall be irrevocably guaranteed by Willis Parent and that the obligations
of TeamCo under this Section 14, in its capacity as Financial Investor, shall be
irrevocably guaranteed by the Original Financial Investors.
	 
	 	(b)	 	The Put Options are only exercisable in case of a Cessation without Cause.
	 
	 	(c)	 	Each Lucas Party accepts the Put Options as options only, without any
undertaking or obligation to exercise the Put Options.






	14.2	 	Determination of the Base Put Value and Prices






	 	(a)	 	In case of a Cessation without Cause, the Lucas Parties may at any time
within fifteen (15) Business Days following the date of such Cessation send a written
request to each Put Options Grantor and the Company in order to obtain the
calculation of the Base Put Value and Prices by the Agreed 1592 Arbitrator, it being
specified that for the purposes of the determination of the Base Put Value and
Prices, the Company shall provide the Agreed 1592 Arbitrator with the appropriate
Annual Accounts, unaudited accounts of the Company and Bidco and/or GSC’s accounts as
required under Schedule 1B.




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	 	(b)	 	In the event that the Lucas Parties do not request a calculation of the
Base Put Value and Prices within fifteen (15) Business Days following the date of a
Cessation without Cause, they shall be deemed to have irrevocably waived their right
to exercise the Put Options.
	 
	 	(c)	 	Should the Lucas Parties request such calculation within the fifteen (15)
Business Day-period referred to in Paragraph (b) above, the Base Put Value and Prices
shall be determined by the Agreed 1592 Arbitrator.
	 
	 	(d)	 	Should the Agreed 1592 Arbitrator be unable or not willing to perform this
mission, an Appointed 1592 Arbitrator shall be appointed by the Président of the
Nanterre Commercial Court (Tribunal de commerce) at the request of any of the Lucas
Parties or any of the Put Options Grantors, whichever is the most diligent.
	 
	 	(e)	 	The 1592 Arbitrator shall determine the Base Put Value and Prices per type
of Put Security within forty five (45) Business Days from his appointment and shall
promptly and simultaneously notify the Lucas Parties and all of the Put Options
Grantors thereof. This period for delivering a written report may be extended for up
to thirty (30 Business Days for good cause by the mutual written consent of the Lucas
Parties and the Put Options Grantors or by the 1592 Arbitrator at his sole
discretion.
	 
	 	(f)	 	In the absence of fraud or manifest error, the Base Put Value and Prices
(including each item of the Base Put Equity Value other than “C” and the multiples K1
and K2) shall be final and binding upon the Lucas Parties and the Put Options
Grantors. The Lucas Parties shall, and the Put Options Grantors shall, and shall
take all Applicable Actions to cause the Company to, cooperate in good faith and
furnish to the 1592 Arbitrator, as the case may be, any information and documents
which such 1592 Arbitrator may reasonably require in connection with his mission.






	14.3	 	Exercise of the Put Options.






	 	(a)	 	At any time during a three month-period following the determination of the
Base Put Value and Prices by the 1592 Arbitrator in accordance with Section 14.2 (the
“Put Options Exercise Period”), the Lucas Parties shall have the right (but
not the obligation) to exercise all (and not part of) the Put Options with respect to
all (and not part of) their Put Securities.
	 
	 	(b)	 	It is expressly agreed that the Lucas Parties are not authorized to
exercise a Put Option without simultaneously exercising all other Put Options.
	 
	 	(c)	 	The Lucas Parties shall exercise their Put Options by delivering a notice
to each Put Options Grantor within the Put Options Exercise Period, failing which
they shall be deemed to have irrevocably waived their rights under the Put Options
and the Put Options will be null and void.




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	14.4	 	Completion of the Transfers upon exercise of the Put Options.






	 	(a)	 	In case of exercise by the Lucas Parties of the Put Options in accordance
with the terms of this Section 14, the Lucas Parties shall Transfer title to the Put
Securities within twenty (20) Business Days following the receipt of the exercise
notice referred to in Section 14.3(c) or at such later date as may be necessary to
obtain any authorization or consent by a Governmental Authority (the “Put Options
Completion Date”) and the following provisions of this Section 14.4 shall apply.
	 
	 	(b)	 	Should an authorization or consent by a Governmental Authority be necessary
under applicable Laws:






	 	(i)	 	the Put Options Grantors shall prepare and file as
promptly as reasonably practicable after the receipt of the exercise notice
referred to in Section 14.3(c) all necessary application, notices or
requests with a view of obtaining such authorization or consent within eight
(8) months as from the receipt of the exercise notice referred to in
Section 14.3(c);
	 
	 	(ii)	 	the Company shall, and shall cause the other Group
Companies to, fully cooperate with the Put Options Grantors and to supply as
promptly as practicable any information or documentation with respect to the
Group Companies that may be requested by any competent Governmental
Authority;
	 
	 	(iii)	 	The Put Options Grantors shall keep the Lucas Parties
and the Company regularly informed of the processing of these filings and
promptly inform the Lucas parties and the Company if they become aware of
anything that could result in the obtaining of such authorization or consent
being delayed or denied;
	 
	 	(iv)	 	the Put Options Completion Date shall not occur later
than ten (10) Business Days following the day on which such authorization is
obtained or deemed to be obtained pursuant to Applicable Laws;
	 
	 	(v)	 	such authorization or consent shall be deemed not to have
been obtained if it is obtained subject to the implementation of certain
commitments of the Willis Entities or of the Financial Investors or their
Affiliates (for instance, divestiture of activities);
	 
	 	(vi)	 	if (A) such authorization or consent is not obtained or
is deemed not to have been obtained pursuant to Paragraph (v) above or has
not been obtained or deemed to have been so obtained pursuant to Applicable
Laws within six (6) months as from the receipt of the exercise notice
referred to in Section 14.3(c) because there are market overlaps between the
Group Companies, on the one hand, and the Willis Entities or the Financial
Investors and their Affiliates, on the other hand, the Put Options granted
by the Put Options Grantor with market overlaps shall lapse and such Put
Options Grantor shall be under no obligation to acquire its portion




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	 	 	 	of the Put Securities but the other Put Options Grantor shall remain
bound to purchase its portion of the Put Securities subject to
obtaining, if necessary, another authorization or consent from the
competent Governmental Authority;






	 	(vii)	 	if the Put Options Grantor with no market overlap is not
authorized or deemed to be authorized to complete the acquisition of its
portion of the Put Securities by the competent Governmental Authority
pursuant to applicable Laws within twelve (12) months as from the receipt of
the exercise notice referred to in Section 14.3(c), the Put Options granted
by the Put Options Grantor with no market overlap shall lapse and the Put
Options Grantor with no market overlap shall be under no obligation to
acquire its portion of the Put Securities;
	 
	 	(viii)	 	if, as a result of the foregoing, all or part of the Securities held by
the Lucas Parties are not Transferred to the Put Options Grantors, a Final
Put Equity Value (the “Frozen Value”) shall be calculated in
accordance with Section 14.7 as if a Full Exit was completed twelve (12)
months as from the receipt of the exercise notice referred to in
Section 14.3(c) (the “Frozen Date”);
	 
	 	(ix)	 	in order to calculate this Frozen Value in accordance
with the Schedule 1B, the Lucas Parties shall select and appoint an
Expert and the Put Option Grantors which were not authorized to acquire
their portion of the Securities held by the Lucas Parties shall jointly
select and appoint an Expert within five (5) Business Days as from the
Frozen Date;
	 
	 	(x)	 	the price of each type of non Transferred Security (the
“Frozen Prices”) shall be calculated in accordance with the rules
set forth in Section 8 on the basis of a Global Valuation equal to the
Frozen Value;
	 
	 	(xi)	 	in the context of a subsequent Full Exit, the Lucas
Parties shall be allowed to Transfer their Securities which were not
Transferred to the Put Options Grantors despite the exercise of the Put
Options for their Frozen Prices;
	 
	 	(xii)	 	if those Frozen Prices exceed the price that the Lucas
Parties should have obtained for their Securities in the context of the Full
Exit, this difference shall be deducted, in proportion to their respective
Imputed Holdings, from the price to be paid to the Put Options Grantor(s)
which was(were) not authorized to purchase Securities upon exercise of the
Put Options;
	 
	 	(xiii)	 	if those Frozen Prices are below the price that the Lucas Parties should
have obtained for their Securities in the context of the Full Exit, this
difference shall be paid, in proportion to their respective Imputed
Holdings, to the Put Options Grantor(s) which was(were)




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	 	 	 	not authorized to purchase Securities upon exercise of the Put Options;
and






	 	(xiv)	 	in order to give full effect to the foregoing, or every
act of Transfer in the context of a Full Exit will as far as possible
contain all useful provisions to permit the payment of the Frozen Prices to
the Lucas Parties in consideration for their remaining Securities; in any
event (i.e., even in the absence of express provision in such act), the
Lucas Parties and the Put Options Grantors agree, for themselves, to take
all necessary action to this effect and will proceed between them to
conclude all agreements, all movements of funds and as the case may be all
transfers of Securities which are necessary.






	 	(c)	 	On the Put Options Completion Date, each Lucas Party shall deliver to each
Put Options Grantor transfer forms (ordre de mouvement) with respect to the Put
Securities respectively Transferred to each of them. In case of failure to deliver
all of such forms, the Lucas Parties shall be deemed to have abandoned the
contemplated Transfer and to have waived their rights under the Put Options.
	 
	 	(d)	 	The Lucas Parties shall only represent and warrant to each of the Put
Options Grantors as of the Put Options Completion Date that they have good title to
their Put Securities, and that the Put Securities are validly issued and free and
clear from any Encumbrances.
	 
	 	(e)	 	The Lucas Parties shall not receive any consideration for their Put
Securities on the Put Options Completion Date. The payment of the consideration for
the Put Securities shall always be made after completion of a Full Exit in accordance
with Section 14.7.
	 
	 	(f)	 	Each Put Options Grantor shall deliver to the Lucas Parties, on the Put
Options Completion Date, pledges (nantissement de compte de titres) on the Put
Securities to the benefit of the Lucas Parties, in order to secure the payment of the
consideration for such Put Securities according to Sections 14.5 and 14.7. These
pledges shall rank after the pledges on the Put Securities to be granted to the
benefit of the Finance Parties pursuant to the Finance Documents and shall be
automatically released in case of enforcement of the pledges on the Put Securities
granted to the Finance Parties.






	14.5	 	Final consideration for the Put Securities






	 	(a)	 	Subject to Section 14.6 and Paragraph (b) of this Section 14.5, the final
consideration to be paid by the Put Options Grantors for each Put Security upon
exercise of the Put Options shall be equal to the Final Put Price of such type of Put
Security.
	 
	 	(b)	 	In the event that, for any reason whatsoever, no Full Exit has been
completed when this Agreement terminates, the Put Options Grantors shall pay to the
Lucas Parties, for each Put Security, the Base Put Price of such type of Put Security
by wire transfer of immediately available cleared funds




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	 	 	 	within twenty (20) Business Days as from the termination of this Agreement.






	14.6	 	Earn out






	 	(a)	 	In the event of the exercise of the Put Options due to a Cessation without
Cause and in case of a Full Exit paid in cash or Cash Equivalent within a nine (9)
month-period from the Cessation, each of the Lucas Parties shall have the right to
receive an earn-out (the “Put Earn-Out”) equal to the difference between:






	 	(i)	 	the price that such Lucas Party would have received for
its Put Securities if it had participated in such Full Exit, after deduction
of its share of fees and expenses calculated in accordance with Section
7.2(f) above and deduction, as the case may be, of an amount (the “Put
Escrow Amount”) equal to the product of (A) the maximum liability
specified in respect of the representations and warranties, if any, granted
to the Transferee pursuant to such Full Exit, and (B) the pro-rata share of
such representations and warranties for which it would have been responsible
if it had participated in such Full Exit (such pro-rata share being
calculated in accordance with Section 7.2(f)); and
	 
	 	(ii)	 	the price to be paid to such Lucas Party pursuant to
Section 14.5(a).






	 	(b)	 	the Put Escrow Amount will be paid on the date of completion of the Full
Exit to those of the Lucas Parties who provide the Put Options Grantors with first
demand guarantees from first rank banks for the same amount.
	 
	 	(c)	 	Except for the Lucas Parties who provide the Put Options Grantors with
first demand guarantees, each Put Escrow Amount shall be deposited with an escrow
account opened in the books of a first rank bank for a duration as long as the
longest time limitation regarding the representations and warranties granted to the
Transferee pursuant to the Full Exit.
	 
	 	(d)	 	If the Put Options Grantors are obliged to indemnify the Transferee
pursuant to the agreement relating to the Full Exit, they are expressly authorized,
with respect to each of the Lucas Parties and in proportion to their respective
Imputed Holdings, to call under the first demand guarantee or to take from the escrow
account, as the case maybe, an amount corresponding to the product of (A) the amount
of the evidenced loss suffered by the Transferee and (B) the share for which such
Lucas Party would have been responsible if it had participated to the Full Exit.
	 
	 	(e)	 	At the expiry of the longest time limitation regarding the representations
and warranties granted to the Transferee pursuant to the Full Exit, each first demand
guarantee shall be released, each escrow account shall be released and the sums
(including any interests and/or gains thereon) remaining on this account after
payments made in accordance with Paragraph (d) above shall be paid to the Lucas
Parties.




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	 	(f)	 	When held in escrow, each Put Escrow Amount shall be invested in liquid and
short-term investment.
	 
	 	(g)	 	The Put Options Grantors shall use their commercially reasonable efforts to
mitigate any claim or liability asserted by the Transferee pursuant to a Full Exit.






	14.7	 	Determination of the Final Put Value and Prices and payment of the consideration for the Put
Securities






	 	(a)	 	In the event that Willis has not delivered Confirming Notifications or in
the event that the Call Options or the Willis Put Options have not been exercised,
the Put Options Grantors shall jointly notify the Lucas Parties of the possibility of
a Full Exit at least thirty (30) Business Days prior to the completion of such Full
Exit. Within five (5) Business Days as from such notification, the Lucas Parties
shall select and appoint an Expert and the Put Options Grantors shall jointly select
and appoint an Expert in order to perform the mission described in Schedule
1B.
	 
	 	(b)	 	The Put Options Grantors shall jointly notify the Lucas Parties of the
occurrence of the completion of a Full Exit at least ten (10) Business Days prior to
such completion (the “Full Exit Notice”).
	 
	 	(c)	 	The Full Exit Notice shall include the Put Options Grantors’ calculation of
the Final Put Value and Prices and, as the case may be, the Put Earn-Out and the Put
Escrow Amount and shall be accompanied by all the supporting documentation (including
the reports of the Experts, if any).
	 
	 	(d)	 	The Lucas Parties may request a verification of such calculation by sending
a notice of verification to the Put Options Grantors within fifteen (15) Business
Days following the receipt of the Full Exit Notice. If no notice of verification has
been received by the Put Options Grantors within this fifteen (15) Business
Day-period, the Final Put Value and Prices and, as the case may be, the Put Earn-Out
and the Put Escrow Amount determined by the Put Options Grantors shall be final and
binding upon the Lucas Parties and each Put Options Grantor shall pay to the Lucas
Parties the Final Put Price for each of their Put Securities and the Put Earn-Out by
wire transfers of immediately cleared funds within two (2) Business Days of the first
payment in cash or Cash Equivalent to be received by such Put Options Grantor
pursuant to the Full Exit described in the Full Exit Notice. In any case, the Put
Escrow Amount shall be paid or released pursuant to Section 14.6.
	 
	 	(e)	 	If one of the Lucas Parties delivers a notice of verification in due time,
the Final Put Value and Prices and, as the case may be, the Put Earn-Out and the Put
Escrow Amount shall be determined by the Agreed 1592 Arbitrator. Should the Agreed
1592 Arbitrator be unable or not willing to perform this mission, an Appointed 1592
Arbitrator shall be appointed by the Président of the Nanterre Commercial Court
(Tribunal de commerce) at the request of




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	 	 	 	the Lucas Parties or any of the Put Options Grantors, whichever is the most
diligent.






	 	(f)	 	The 1592 Arbitrator shall determine the Final Put Value and Prices and, as
the case may be, the Put Earn-Out and the Put Escrow Amount within forty five (45)
Business Days from his appointment and shall promptly and simultaneously notify the
Lucas Parties and the Put Options Grantors thereof. This period for delivering a
written report may be extended for up to thirty (30) Business Days for good cause by
the mutual written consent of the Lucas Parties and the Put Options Grantors or by
the 1592 Arbitrator at its sole discretion. In the absence of fraud or manifest
error, the 1592 Arbitrator’s decision shall be final and binding upon the Lucas
Parties and the Put Options Grantors.
	 
	 	(g)	 	The Lucas Parties shall, and the Put Options Grantors shall, and shall take
all Applicable Actions to cause the Company to, cooperate in good faith and furnish
to the 1592 Arbitrator, as the case may be, any information and documents which such
1592 Arbitrator may reasonably require in connection with his mission.
	 
	 	(h)	 	Each Put Options Grantor shall pay to the Lucas Parties the Final Put Price
for each of their Put Securities and the Put Earn-Out by wire transfers of
immediately cleared funds within two (2) Business Days of the latest of:






	 	(i)	 	the first payment in cash or Cash Equivalent to be
received by such Put Options Grantor pursuant to the Full Exit described in
the Full Exit Notice; and
	 
	 	(ii)	 	the determination by the 1592 Arbitrator of the Final Put
Value and Prices; and






	 	(i)	 	In any case, the Put Escrow Amount shall be paid or released pursuant to
Section 14.6.






	14.8	 	Sale of securities issued by the Lucas Parties






	 	(a)	 	Subject to Paragraph (d) of this Section 14.8, if the Lucas Parties have
duly exercised their Put Options pursuant to this Section 14, the Lucas
Representative may opt (by notification delivered to the Put Options Grantors within
five (5) Business Days following the delivery by the Lucas Parties of exercise notice
mentioned in Section 14.3(c)) for the Transfer by the Lucas Shareholders of all their
Lucas Securities to the Put Options Grantors instead of the Transfer by the Lucas
Parties of all their Put Securities to the Put Options Grantors, as if the Lucas
Shareholders were the direct owners of the Put Securities held by the Lucas Parties.
	 
	 	(b)	 	Subject to the conditions set forth in this Section 14.8, the Put Options
Grantors shall use their best endeavors to allow such a direct exit either:






	 	(i)	 	by acquiring the Lucas Securities in proportion to their
respective Imputed Holdings, provided that:




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	 	(A)	 	the Lucas Parties shall previously
create Lucas Parties organized under the Laws of France and
complete among Lucas Parties Transfers of Put Securities so that
the Lucas Parties organized under the Laws of France hold the
number of Put Securities which shall be purchased by the Financial
Investors and the Lucas Parties organized under the Laws of other
jurisdictions hold the number of Put Securities which shall be
purchased by the Willis Parties,
	 
	 	(B)	 	the Financial Investors shall acquire
the Lucas Securities issued by the Lucas Parties organized under
the Laws of France, and
	 
	 	(C)	 	the Willis Parties shall acquire the
Lucas Securities issued by the Lucas Parties organized under the
Laws of other jurisdiction;






	 	(ii)	 	or, to the extent possible under applicable Laws, by
merging the Lucas Parties into the Company in which case the Put Options
Completion shall be delayed in order to implement such mergers prior to it,
it being specified that the other Direct Parties undertake, to the extent
permitted by applicable Laws, to take all Applicable Actions in order to
approve such mergers.






	 	(c)	 	If the alternative set forth in Paragraph (b)(i) of this Section 14.8 can
be implemented:






	 	(i)	 	the price to be paid by a Put Option Grantor for the
Lucas Securities issued by a Lucas Party shall be calculated by Transparency
on the basis of the Final Put Price of each of the Put Securities held by
such Lucas Party increased, as the case may be, by the portion of the Put
Earn-Out to be paid in relation to such Put Securities;
	 
	 	(ii)	 	each of the Lucas Shareholders shall be bound to sell
their Lucas Securities to the appropriate Put Options Grantor; and
	 
	 	(iii)	 	each Put Options Grantor shall deliver, on the Put
Options Completion Date, to each of the Lucas Shareholders a pledge
(nantissement de compte de titres) on the Put Securities sold by such Lucas
Shareholder to such Put Options Grantor, in order to secure the payment of
the consideration for such Put Securities according to Paragraph (i) above.






	 	(d)	 	The rights of the Lucas Shareholders under this Section 14.8 shall not
apply if:






	 	(i)	 	any of the Lucas Parties is a Defaulting Party; or
	 
	 	(ii)	 	there are significant liabilities on the balance sheet of
any of the Lucas Parties; or




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	 	(iii)	 	the Lucas Shareholders refuse to make any reasonable and
customary representations and warranties which may be required by the Willis
Put Grantors or the Company to the conduct of the business of the Lucas
Parties (including the place of effective management of the Lucas Parties or
the compliance by the Lucas Parties with their tax obligations); or
	 
	 	(iv)	 	the Lucas Parties refuse to undertake to indemnify the
Willis Put Grantors or the Company for any loss resulting from undisclosed
liabilities of the Lucas Parties or from a breach or inaccuracy of the above
mentioned representations and warranties or to secure such obligation of
indemnification by cash collateral or a first demand guarantee issued by a
first rank bank; or
	 
	 	(v)	 	Any of the Lucas Securities is not delivered to the
Willis Put Grantors or exchanged against Securities.






	14.9	 	Miscellaneous






	 	(a)	 	Each Put Options Grantor expressly acknowledges and agrees that forced
execution of the Put Options may be requested and hereby irrevocably waives its right
under Article 1142 of the French Civil Code (Code civil).
	 
	 	(b)	 	Should the first payment in cash or Cash Equivalent received by a Put
Options Grantor pursuant to a Full Exit be insufficient to fulfill its payment
obligations under the Put Options, the said Put Options Grantor shall allocate in
priority any further payments in cash or Cash Equivalent received pursuant to a Full
Exit to the payment of the price for the Put Securities within (2) Business Days of
each further payment until its obligations under the Put Options and the Conditional
Sale are fulfilled.
	 
	 	(c)	 	The Lucas Parties shall have the same rank with respect to the payment of
the consideration for the Put Securities. Accordingly, in the situation described in
Paragraph (b) of this Section 14.8(a), each Put Options Grantor shall allocate the
cash or the Cash Equivalent it received among the Lucas Parties pro-rata the price
they are supposed to receive eventually for their Put Securities in accordance with
Section 14.7.
	 
	 	(d)	 	All fees incurred by the 1592 Arbitrator in connection with his mission(s)
under this Section 14 shall be borne by the Lucas Parties and the Put Options
Grantors pro-rata to their respective Imputed Holdings.




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CHAPTER III

TRANSACTIONS ON CAPITAL





	15.	 	ANTI-DILUTION PROTECTION.






	 	(a)	 	In the event that the Company proposes to issue any Shares or Securities at
any time following the date of this Agreement (the “New Securities”), each
Direct Party shall have the right, but not the obligation, to subscribe to such New
Securities for its pro-rata portion in the Company’s share capital (calculated by
dividing the number of Shares held by such Direct Party immediately prior to the
issuance of the New Securities by the number of all outstanding Shares at that date),
except for Securities issued (i) pursuant to a stock option plan, within a global
limit of one percent (1%) of the share capital of the Company, (ii) upon conversion
or exercise of any existing Securities, or (iii) in connection with an IPO.
	 
	 	(b)	 	To this effect, no later than thirty (30) Business Days prior to the
consummation of such transaction (the “New Issuance”), the Company shall
deliver a written notice (the “New Issuance Notice”) to each Direct Party,
which shall set forth (i) the date or dates on which such New Issuance is proposed to
occur (which shall be no earlier than thirty (30) Business Days from the date the New
Issuance Notice is delivered), (ii) the aggregate number of New Securities proposed
to be issued, (iii) the amount and form of the consideration for which the Company
proposes to issue such New Securities and (iv) the other terms and conditions of the
New Securities and the New Issuance.
	 
	 	(c)	 	Within fifteen (15) Business Days of delivery of the New Issuance Notice,
each Direct Party may elect to purchase some or all of its pro rata portion of the
New Securities by delivering a written notice (a “New Issuance Election
Notice”) setting forth the number of New Securities representing some or all of
such Direct Party’s pro rata portion that such Direct Party agrees to subscribe for.
If any Direct Party fails, within such fifteen (15) Business Day period, to deliver a
New Issuance Election Notice, it shall be deemed to have waived its pre-emptive right
to such New Securities and the other Direct Parties shall have the right to purchase
some or all of the pro-rata portion of such failing Direct Party within an additional
fifteen (15) Business Day Period. If the total number of the Securities that the
other Direct Parties wish to subscribe for represents more than the pro-rata portion
of the failing Direct Party, each Direct Party shall subscribe for a number of
Securities determined in accordance with Section 12.1(c) mutatis mutandis.




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	16.	 	RECAPITALIZATION
	 
	 	 	In the event of a leveraged recapitalization, the Vendors Bonds shall be repaid in
priority, each holder of Vendors Bonds having the right to have the same proportion of
Vendors Bonds repaid.
	 
	 	 	If some of the holders of Vendors Bonds do not wish to have their Vendors Bonds repaid,
the Direct Parties will take all Applicable Actions in order to allow the other holders of
Vendors Bonds to have a higher proportion of their Vendors Bonds repaid.
	 
	17.	 	WILLIS CORREDURIA
	 
	17.1	 	Lump Sum Cash Payment






	 	(a)	 	The Willis Parties undertake to ensure that Willis Correduria shall pay to
the Group Companies holding Correduria Minority Shares no later than June 30, 2010 an
extraordinary distribution (the “Lump Sum Cash Payment”) equal in aggregate
to eighty percent (80%) of the product of (i) the Correduria Ratio and (ii) Willis
Correduria’s consolidated reserves as at December 31, 2009.
	 
	 	(b)	 	In that purpose, the Willis Parties shall ensure that the necessary
distributions by the Subsidiaries of Willis Correduria are made so that Willis
Correduria has, no later than June 30, 2010, a total amount of distributable profits
and/or reserves pursuant to applicable Laws at least equal to the Lump Sum Cash
Payment.
	 
	 	(c)	 	Willis Correduria’s consolidated reserves as at December 31, 2009 shall be






	 	(i)	 	equal to the excess of (A) the sum of (x) Willis
Correduria’s consolidated reserves as at December 31, 2008 and (y)
Willis Correduria’s consolidated net results for the year 2009 over (B) the
dividend to be paid in 2009 for the year 2008;
	 
	 	(ii)	 	based on Willis Correduria’s consolidated audited
financial accounts for the year 2009 prepared in accordance with Spanish
GAAP applied in a manner consistent with past practices; and
	 
	 	(iii)	 	no lower than Willis Correduria’s consolidated reserves
as at September 30, 2009 of €59,000,000.






	 	(d)	 	For purely illustrative purposes, Schedule 17.1 sets forth a table
which illustrates the methodology to be applied in computing Willis Correduria’s
consolidated reserves as at December 31, 2009.
	 
	 	(e)	 	The Parties and the Ancillary Parties other than the Willis Parties and
Willis Parent expressly acknowledge that neither Willis Parent nor any of the Willis
Parties nor any of the Willis Entities makes any representation or




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	 	 	 	warranty, whether express or implied, with respect to the future financial or
business prospects of Willis Correduria and its Subsidiaries and, in particular,
with regard to Willis Correduria’s consolidated net results for the accounting
year 2009 and for the following accounting years.






	17.2	 	Distribution of Willis Correduria’s profits






	 	(a)	 	The Willis Parties undertake to ensure that, each accounting year, Willis
Correduria shall distribute to the Group Companies holding Correduria Minority Shares
an annual dividend (the “Correduria Annual Dividend”) equal in aggregate to
the product of (i) the Correduria Ratio and (ii) the net consolidated results of
Willis Correduria for the previous accounting year.
	 
	 	(b)	 	In that purpose, the Willis Parties shall ensure that the necessary
distributions by the Subsidiaries of Willis Correduria are made so that Willis
Correduria has, each year, no later than June 30, a total amount of distributable
profits and/or reserves pursuant to applicable Laws at least equal to the Correduria
Annual Dividend.
	 
	 	(c)	 	Willis Correduria’s net consolidated results shall be based on Willis
Correduria’s consolidated audited financial accounts prepared in accordance with
Spanish GAAP applied in a manner consistent with past practices.
	 
	 	(d)	 	The Correduria Annual Dividend shall be paid each accounting year no later
than June 30th.
	 
	 	(e)	 	The first Correduria Annual Dividend shall be paid in 2011 on the basis of
the 2010 Willis Correduria’s consolidated audited financial accounts. The Correduria
Annual Dividend on the basis of the 2009 Willis Correduria’s consolidated audited
financial accounts shall be included in the Lump Sum Cash Payment.
	 
	 	(f)	 	If the Call Options are exercised or if the Willis Put Options are
exercised, the Correduria Annual Dividend to be paid in 2015 on the basis of the 2014
Willis Correduria’s consolidated audited financial accounts shall be included in the
“ICG 2015 Aggregate” of the Final Call Equity Value and be the last Correduria Annual
Dividend to be paid to the Group Companies pursuant to this Section 17.2.
	 
	 	(g)	 	If the Call Options are waived by the Willis Parties in 2014 or if neither
the Call Options nor the Willis Put Options are exercised in 2015, the last
Correduria Annual Dividend to be paid to the Group Companies pursuant to this
Section 17.2 shall be the Correduria Annual Dividend to be paid on the year of
exercise of the Correduria Put or of the Correduria Call.
	 
	 	(h)	 	For purely illustrative purposes, the following calculation illustrates
what would have been the Correduria Annual Dividend to be paid in 2009 based on the
Willis Correduira’s 2008 consolidated audited accounts:




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	 	 	 	Correduria Annual Dividend = Correduria Ratio x net consolidated results for 2008

Correduria Annual Dividend = 23.0% x €17,317,229.00

Correduria Annual Dividend = €3,982,963.00






	17.3	 	Correduria Put and Call






	 	(a)	 	Willis Europe shall have the right to purchase (the “Correduria
Call”) from Gras Savoye SA, GS Eurofinance and/or any other Group Company holding
Correduria Minority Shares, which shall have an option to sell (the “Correduria
Put”) to Willis Europe, all but not less than the Correduria Minority Shares in
accordance with the terms and conditions set forth in this Section 17.3.
	 
	 	(b)	 	The Company undertakes to cause any Group Company which may hold Correduria
Minority Shares to comply with the Correduria Call.
	 
	 	(c)	 	Willis Europe accepts the Correduria Call as an option only, without any
undertaking or obligation to exercise it. Gras Savoye SA, GS Eurofinance and the
Company, on behalf of any other Group Company which may hold Correduria Minority
Shares, accept the Correduria Put as an option only without any undertaking or
obligation to exercise it.
	 
	 	(d)	 	The Correduria Call and the Correduria Put will be exercisable only if the
Call Options and the Willis Put Options are not exercised. Accordingly, the
Correduria Call and the Correduria Put will be exercisable at any time during an
eighteen (18) month-period (the “Correduria Exercise Period”) following:






	 	(i)	 	May 1st, 2014 if the Willis Parties do not
send Confirming Notifications pursuant to Section 10.3; or
	 
	 	(ii)	 	June 16, 2015, if the Willis Parties do send Confirming
Notifications but do not exercise the Call Options in 2015 and the Willis
Call Grantors do not exercise their Willis Put Options.






	 	(e)	 	Willis Europe shall exercise the Correduria Call by delivering a notice to
Gras Savoye SA, GS Eurofinance and any other Group Company holding Correduria
Minority Shares within the Correduria Exercise Period, failing which it shall be
deemed to have irrevocably waived its rights under the Correduria Call and the
Correduria Call will be null and void.
	 
	 	(f)	 	Gras Savoye SA, GS Eurofinance and any other Group Company holding
Correduria Minority Shares shall exercise the Correduria Put by delivering a notice
to Willis Europe within the Correduria Exercise Period, failing which they shall be
deemed to have irrevocably waived their rights under the Correduria Put and the
Correduria Put will be null and void.
	 
	 	(g)	 	If the Correduria Call and the Correduria Put have not been exercised yet
on January 1st 2016, an Expert shall be selected and appointed by the
Willis Parties and an Expert shall be selected and appointed by the Company no later
than January 30, 2016




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	 	(h)	 	Upon exercise of the Correduria Call or upon exercise of the Correduria
Put, the consideration to be paid for all the Correduria Minority Shares shall be
equal to the product of (i) the Correduria Ratio and (ii) the Correduria Equity Value
(the “Correduria Price”).
	 
	 	(i)	 	The Correduria Equity Value shall be calculated on the basis of the two
last Willis Correduria’s consolidated audited financial accounts available at the
time of the exercise of the Correduria Call or Correduria Put (i.e. N and N-1
Ebitda).
	 
	 	(j)	 	If Willis Europe exercises the Correduria Call, its exercise notice shall
include its calculation of the Correduria Price and shall be accompanied by all the
supporting documentation (including the reports of the Experts, if any). If the
Correduria Put is exercised first, within fifteen (15) Business Days as from its
receipt of the last exercise notice, Willis Europe shall notify Gras Savoye SA, GS
Eurofinance and any other Group Company holding Correduria Minority Shares of its
calculation of the Correduria Price accompanied by all the supporting documentation
(including the reports of the Experts, if any).
	 
	 	(k)	 	Gras Savoye SA, GS Eurofinance and any other Group Company holding
Correduria Minority Shares may request a verification of the calculation made by
Willis Europe by sending it a notice of verification within ten (10) Business Days
following the receipt of the calculation made by Willis Europe. If no notice of
verification has been received by Willis Europe within this ten (10) Business
Day-period, the Correduria Price shall be final and binding upon Gras Savoye SA, GS
Eurofinance and any other Group Company holding Correduria Minority Shares.
	 
	 	(l)	 	If any of Gras Savoye SA, GS Eurofinance and the other Group Companies
holding Correduria Minority Shares delivers a notice of verification in due time, the
Correduria Price shall be determined by the Agreed 1592 Arbitrator. Should the
Agreed 1592 Arbitrator be unable or not willing to perform this mission, an Appointed
1592 Arbitrator shall be appointed by the Président of the Nanterre Commercial Court
(Tribunal de commerce) at the request of Willis Europe or any of Gras Savoye SA, GS
Eurofinance and the other Group Companies holding Correduria Minority Shares,
whichever is the most diligent.
	 
	 	(m)	 	The 1592 Arbitrator shall determine the Correduria Price within thirty (30)
Business Days from his appointment and shall promptly and simultaneously notify
Willis Europe, Gras Savoye SA, GS Eurofinance and any other Group Company holding
Correduria Minority Shares thereof. In the absence of fraud or manifest error, the
1592 Arbitrator’s decision shall be final and binding upon Willis Europe, Gras Savoye
SA, GS Eurofinance and any other Group Company holding Correduria Minority Shares.
	 
	 	(n)	 	Willis Europe, Gras Savoye SA, GS Eurofinance and any other Group Company
holding Correduria Minority Shares shall, and Willis Europe shall cause Willis
Correduria to, cooperate in good faith and furnish to the 1592




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	 	 	 	Arbitrator, as the case may be, any information and documents which such 1592
Arbitrator may reasonable require in connection with his mission.






	 	(o)	 	The sale of the Correduria Minority Shares to Willis Europe shall be
completed ten (10) Business Days as from the date on which the Correduria Price
becomes final and binding. On such completion date:






	 	(i)	 	Gras Savoye SA, GS Eurofinance and any other Group
Company holding Correduria Minority Shares shall sign all documents and take
all other actions necessary under Spanish Laws to enable Willis Europe to
become the registered and beneficial owner of the Correduria Minority
Shares; and
	 
	 	(ii)	 	Willis Europe shall pay the Correduria Price by wire
transfers of immediately cleared funds to the account(s) designated by the
Company five (5) Business Days prior to such completion date.






	 	(p)	 	All Correduria Minority Shares sold pursuant to this Section 17.3 shall be
sold with full title guarantee, free and clear from any Encumbrance and with all
rights attaching to the Correduria Minority Shares on the date of completion.
	 
	 	(q)	 	Willis Europe may substitute any Willis Entity as beneficiary of the
Correduria Call or as grantor of the Correduria Put, the obligations of Willis
Europe, any other Willis Parties and any substituted Willis Entity under this
Section 17.3 being irrevocably guaranteed by Willis Parent.
	 
	 	(r)	 	Willis Europe, Gras Savoye SA, GS Eurofinance and the Company on behalf of
any other Group Company holding Correduria Minority Shares expressly acknowledge and
agree that forced execution of the Correduria Call and the Correduria Put may be
requested and hereby irrevocably waive their rights under Article 1142 of the French
Civil Code (Code civil).
	 
	 	(s)	 	All fees incurred by the 1592 Arbitrator in connection with his mission
under this Section 17.3 shall be borne:






	 	(i)	 	where the Correduria Price determined by the 1592
Arbitrator is equal or lower to the Correduria Price calculated by Willis
Europe, by the Group Companies; and
	 
	 	(ii)	 	where the Correduria Price determined by the 1592
Arbitrator exceeds the Correduria Price Calculated by Willis Europe, by
Willis Europe.




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CHAPTER IV

MISCELLANEOUS





	18.	 	COMPLIANCE WITH LAWS
	 
	 	 	The Direct Parties will use their respective best endeavors to procure that the Group
shall comply with all applicable Laws.
	 
	19.	 	NON COMPETE AND NON SOLICITATION
	 
	 	 	The covenants and undertakings of the Parties under this Section 19 are made for the sole
benefit of the Company, who accepts such benefit by signing this Agreement. By signing
this Agreement, the Company also accepts to be bound by its covenants and undertakings
made for the benefit of Willis Parent under this Section 19.
	 
	19.1	 	Willis Parties’ Undertakings






	 	(a)	 	As long as the Willis Parties hold Securities and, thereafter, for a period
ending on the second anniversary of the termination of their holding of Securities,
the Willis Parties and Willis Parent shall not, and Willis Parent shall cause the
other Willis Entities not to, with respect to territories where Group Companies have
operations and in which the Willis entities do not already have operations, set up,
buy or establish, directly or through any of their Affiliates, for themselves or on
behalf of or in conjunction with any Person, as a director, shareholder, partner,
investor, advisor, consultant or otherwise, competing Business Activities,
provided that if the Control of the Company is acquired by a Competitor prior
to the second anniversary of the termination of Willis Parties’ holding of
Securities, upon completion of this change of Control, the Willis Parties and Willis
Parent shall be automatically released from their undertakings under this
Paragraph (a) and, therefore, subject to Paragraph (c) below, the Willis Entities
shall have the right to set up a new business in any country where the Group
Companies carry out their Business Activities.
	 
	 	(b)	 	Notwithstanding the foregoing and any other provision to the contrary, in
the event that a Competitor takes over Control of Willis Parent, prior to the second
anniversary of the termination of Willis Parties’ holding of Securities, this
Competitor and the Persons who already were such Competitor’s Affiliates prior to the
completion of this change of Control, shall not be regarded as Willis Entities for
the purposes of this Section 19. Accordingly, the Willis Parties shall not be
responsible under Paragraph (a) of this Section 19.1 if, after completion of this
change of Control of Willis Parent, this Competitor and the Persons who already were
such Competitor’s Affiliates prior to the completion of such change of Control,
engage or continue to participate in any Business Activities in any country where the
Group Companies carry out their Business Activities, provided that, for a
period ending on the second anniversary of the termination of




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	 	 	 	Willis Parties holding of Securities, this Competitor and the Persons who
already were such Competitor’s Affiliates prior to the completion of such change
of Control, do not, directly or through any of their Affiliates, whether for
their account or for the account of any other Person, solicit or endeavor to
entice away from the Group Companies any Person:






	 	(i)	 	who is employed by or otherwise engaged to perform
services for the Group Companies; or
	 
	 	(ii)	 	who is or was within the most recent twelve (12) month
period, a customer or a client of the Group Companies;
	 
	 	(iii)	 	in particular, by attempting to influence, persuade or
induce the above mentioned Persons to give up employment or a business
relationship with the Group Companies.






	 	(c)	 	As long as the Willis Parties hold Securities and, thereafter, for a period
ending on the second anniversary of the termination of their holding of Securities,
and for the avoidance of doubt even in the case where the Control of the Company is
acquired by a Competitor, the Willis Parties and Willis Parent shall not, and Willis
Parent shall cause the other Willis Entities not to, directly or through any of their
Affiliates, whether for their account or for the account of any other Person, solicit
or endeavor to entice away from the Group Companies any Person (i) who is employed by
or otherwise engaged to perform services for the Group Companies or (ii) who is or
was within the most recent twelve (12) month period, a customer or a client of the
Group Companies, in particular by attempting to influence, persuade or induce the
above mentioned Persons to give up employment or a business relationship with the
Group Companies.
	 
	 	(d)	 	For the avoidance of doubt, notwithstanding Section 20.10, in case of
termination of this Agreement as a result of the completion of all the Transfers
resulting from the exercise by Willis of its Call Options or the exercise by the
Willis Call Grantors of the Willis Put Options in accordance with Section 10, the
undertakings of Willis Parent and the Willis Parties under this Section 19.1 shall
automatically terminate.






	19.2	 	Reciprocal Obligations of Willis Parent and the Company






	 	(a)	 	if the Control of the Company is acquired by a Competitor and the Willis
Parties have ceased to hold Securities prior to, or in the context of, this change of
Control:






	 	(i)	 	Willis Parent shall, and shall cause the Willis Entities
to, continue to service the clients of the Group Companies in accordance
with the Willis Global Network Rules, unless directed not to do so by those
clients, for a period ending on the first anniversary of the termination of
Willis Parties’ holding of Securities;
	 
	 	(ii)	 	The Company shall, and shall cause the Group Companies
to, continue to service the clients of the Willis Entities in accordance




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	 	 	 	with the Willis Global Network Rules, unless directed not to do so by
those clients, for a period ending on the first anniversary of the
termination of Willis Parties’ holding of Securities.






	 	(b)	 	If the Willis Parties cease to hold Securities and the Control of the
Company is not acquired by a Competitor:






	 	(i)	 	Willis Parent shall allow the Group Companies to remain
members of the Willis Global Network in accordance with the Willis Global
Network Rules for a period ending on the second anniversary of the
termination of Willis Parties’ holding of Securities;
	 
	 	(ii)	 	if the Group Companies wish to leave the Willis Global
Network before the second anniversary of the termination of Willis Parties’
holding of Securities, the Company shall give a minimum of twelve (12)
months prior written notice to Willis Parent;
	 
	 	(iii)	 	for a period ending on the earlier of the second
anniversary of the termination of Willis Parties’ holding of Securities or
the expiration date of the above mentioned notice period, Willis Parent
shall, and shall cause the Willis Entities to, continue to service the
clients of the Group Companies in accordance with the Willis Global Network
Rules, unless directed not to do so by those clients;
	 
	 	(iv)	 	for a period ending on the earlier of the second
anniversary of the termination of Willis Parties’ holding of Securities or
the expiration date of the above mentioned notice period, the Company shall,
and shall cause the Group Companies to, continue to service the clients of
the Willis Entities in accordance with the Willis Global Network Rules,
unless directed not to do so by those clients;






	 	(c)	 	In the event that a Willis Entity acquires the Control of an Entity which
has Subsidiaries established in territories where the Group Companies are established
on the date hereof, to the extent that it is reasonably practicable, Willis Parent
and the Company will use their best endeavors to ensure that the interests in such
Subsidiaries are purchased by the appropriate Group Companies for a reasonable market
value, at all times ensuring that such action complies fully with any applicable
competition Laws. When the Supervisory Board is consulted on a transaction whereby a
Willis Entity would sell part or all of its interest in a competing Subsidiary to a
Group Company in accordance with this Paragraph (c), Class 1A Members shall have no
voting rights.
	 
	 	(d)	 	In the event that a Group Company acquires the Control of an Entity which
has Subsidiaries carrying out Business Activities in countries where the Willis
Entities are carrying out Business Activities on the date hereof, to the extent that
it is reasonably practicable, Willis Parent and the Company will use their best
endeavors to ensure that the interests in such Subsidiaries are purchased by the
appropriate Willis Entities for a reasonable market value,




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	 	 	 	at all times ensuring that such action complies fully with any applicable
competition Laws.






	19.3	 	Financial Investors’ Undertakings






	 	(a)	 	As long as a Financial Investor holds Securities, it shall not, directly or
through its Affiliates, with respect to territories where Group Companies have
operations, participate or engage, as a shareholder or investor in any Entity
carrying Business Activities in competition with the Group and representing more than
10% of the consolidated turnover of the Group, without giving the Company a right of
first refusal (droit de préférence) to proceed with any such acquisition on same
terms and conditions.
	 
	 	(b)	 	As long as a Financial Investor holds Securities and, thereafter, for a
period ending on the second anniversary of the termination of its holding of
Securities, each Financial Investor shall not, directly of through one of its
Affiliates carrying out Business Activities in competition with the Group and
representing more than 10% of the consolidated turnover of the Group (except if the
Company has not exercised its right of first refusal, as stated in Paragraph (a)of
this Section 19.3), solicit or endeavor to entice away from the Group Companies any
Person (i) who is employed by or otherwise engaged to perform services for the Group
Companies or (ii) who is or was within the most recent twelve (12) month period, a
customer or a client of the Group Companies, in particular by attempting to
influence, persuade or induce the above mentioned Persons to give up employment or a
business relationship with the Group Companies.






	19.4	 	Lucas Parties’ Undertakings






	 	(a)	 	As long as the Lucas Parties are holding Securities and, thereafter, for a
period ending on the second anniversary of the termination of their holding of
Securities, they undertake, and shall cause the Lucas Shareholders, not to
participate or engage, directly or through any of their Affiliates, for themselves or
on behalf of or in conjunction with any Person, as an executive, director,
shareholder, partner, investor, advisor, consultant or otherwise in any Business
Activities (other than duties within the Group Companies).
	 
	 	(b)	 	Notwithstanding the foregoing, Mr. Patrick Lucas shall be entitled to
accept appointment, solely in a non-executive capacity, as a member of the board or
supervisory board of an insurance company in France, provided always that the
principal business of such insurance company is not the conduct of Business Activity.
	 
	 	(c)	 	As long as the Lucas Parties are holding Securities and, thereafter, for a
period ending on the second anniversary of the termination of their holding of
Securities, they further undertakes, and shall cause the Lucas Shareholders, not to,
directly or through any of their Affiliates, whether for their account or for the
account of any other Person, solicit or endeavor to entice away from the Group
Companies any Person (i) who is employed by




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	 	 	 	or otherwise engaged to perform services for the Group Companies or (ii) who is
or was within the most recent twelve (12) month period, a customer or a client of
the Group Companies, in particular by attempting to influence, persuade or induce
the above mentioned Persons to give up employment or a business relationship with
the Group Companies.






	19.5	 	Gras Parties’ Undertakings






	 	(a)	 	As long as the Gras Parties are holding Securities and, thereafter, for a
period ending on the second anniversary of the termination of their holding of
Securities, they undertake, and shall cause the Gras Shareholders, not to participate
or engage, directly or through any of their Affiliates, for themselves or on behalf
of or in conjunction with any Person, as an executive, director, shareholder,
partner, investor, advisor, consultant or otherwise in any Business Activities (other
than duties within the Group Companies).
	 
	 	(b)	 	As long as the Gras Parties are holding Securities and, thereafter, for a
period ending on the second anniversary of the termination of their holding of
Securities, they further undertakes, and shall cause the Gras Shareholders, not to,
directly or through any of their Affiliates, whether for their account or for the
account of any other Person, solicit or endeavor to entice away from the Group
Companies any Person (i) who is employed by or otherwise engaged to perform services
for the Group Companies or (ii) who is or was within the most recent twelve (12)
month period, a customer or a client of the Group Companies, in particular by
attempting to influence, persuade or induce the above mentioned Persons to give up
employment or a business relationship with the Group Companies.






	19.6	 	Other Parties’ Undertakings






	 	(a)	 	As long as a Direct Party (other than the Willis Parties, the Financial
Investors, the Lucas Parties and the Gras Parties) is holding Securities, it
undertakes not to participate or engage, directly or through any of its Affiliates,
for itself or on behalf of or in conjunction with any Person, as an executive,
director, shareholder, partner, investor, advisor, consultant or otherwise, in any
Business Activities.
	 
	 	(b)	 	If a Direct Party (other than the Willis Parties, the Financial Investors,
the Lucas Parties and the Gras Parties) ceases at any time to hold any Securities,
the Supervisory Board (by the affirmative vote of a simple majority of the
Supervisory Board Members present or represented at a duly convened meeting) may
require such Direct Party to undertake that for a period ending on the third
anniversary of the termination of its holding of Securities and with respect to
territories where Group Companies have operations, such Direct Party shall not, at
any time during that period, participate or engage, directly or through any of its
Affiliates, for itself or on behalf of or in conjunction with any Person, in any
Business Activities.




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	 	(c)	 	Each Direct Party (other than the Willis Parties, the Financial Investors,
the Lucas Parties and the Gras Parties) further undertakes that for a period ending
on the third anniversary of the termination of its holding of Securities, not to,
directly or through any of its Affiliates, whether for its account or for the account
of any other Person, solicit or endeavor to entice away from the Group Companies any
Person (i) who is employed by or otherwise engaged to perform services for the Group
Companies or (ii) who is or was within the most recent twelve (12) month period, a
customer or a client of the Group Companies, in particular by attempting to
influence, persuade or induce the above mentioned Persons to give up employment or a
business relationship with the Group Companies.






	20.	 	MISCELLANEOUS
	 
	20.1	 	Lucas Representative






	 	(a)	 	The Lucas Shareholders shall act exclusively through a single
representative (the “Lucas Representative”) appointed to act on their behalf
in connection with any matter arising out of this Agreement, including, but not
limited to, (i) exercising any of their rights under this Agreement, (ii)
negotiating, proposing and/or accepting any Amendments to this Agreement, (ii)
receiving any notices required or appropriate under this Agreement, (iii) delivering
any notices, consents, approvals or waivers required or appropriate under this
Agreement (as determined in the reasonable judgment of the Lucas Representative) and
(iv) handling, contesting, disputing, compromising, adjusting, settling or otherwise
dealing with any and all claims by or against or disputes with the other Parties or
Ancillary Parties under this Agreement.
	 
	 	(b)	 	Each of the Lucas Shareholders hereby irrevocably appoints Lucaslux as the
initial Lucas Representative. If Lucaslux shall cease to be able to act as the Lucas
Representative for any reason whatsoever, the Lucas Shareholders shall promptly
appoint by a simple majority vote another Lucas Party to act as the new Lucas
Representative and shall promptly deliver to the Agreement Manager and each other
Parties within ten (10) Business Days a copy of a written acceptance of appointment
by the Lucas Party appointed to act as the new Lucas Representative.






	20.2	 	Accession
	 
	 	 	Except in connection with a Full Exit or an IPO or with any pledge referred to in
Section 9.1(e) or the enforcement of such pledge, any Transferee of Securities or any
Transferee of Lucas Securities which is not a Party to this Agreement shall upon
consummation of, and as a condition to, such Transfer (including a Permitted Transfer)
execute and deliver to the Company (which the Company shall then forthwith copy and
deliver to all the Parties) an Instrument of Adherence in the form attached at
Schedule 20.2, pursuant to which it agrees to be bound by the terms of this
Agreement and such Transferee shall thereafter be deemed to be a Party with




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	 	 	rights and obligations under this Agreement determined as follows:






	 	(a)	 	in the event that the Transferee is a Transferee of Securities and an
Affiliate of the Financial Investors, such Transferee shall become a Direct Party to
this Agreement with the same rights and obligations as any other Financial Investors,
irrespective of the identity of the Transferor;
	 
	 	(b)	 	in the event that the Transferee is a Transferee of Securities and a Willis
Entity, such Transferee shall become a Direct Party to this Agreement with the same
rights and obligations as any other Willis Party, irrespective of the identity of the
Transferor;
	 
	 	(c)	 	in the event that the Transferee is a Transferee of Securities and a Lucas
Entity, such Transferee shall become a Direct Party to this Agreement with the same
rights and obligations as any other Lucas Party, irrespective of the identity of the
Transferor;
	 
	 	(d)	 	in the event that the Transferee is a Transferee of Lucas Securities and is
an Estate Entity, a Trust or a Relative of an Original Lucas Shareholder, such
Transferee shall become a Party to this Agreement with the same rights and
obligations as any other Lucas Shareholder;
	 
	 	(e)	 	in the event that the Transferee is a Transferee of Securities and a Gras
Entity, such Transferee shall become a Direct Party to this Agreement with the same
rights and obligations as any other Gras Party, irrespective of the identity of the
Transferor; and
	 
	 	(f)	 	in the event that the Transferee is a Transferee of Securities and neither
an Affiliate of a Financial Investor, nor a Willis Entity, nor a Lucas Entity, nor a
Gras Entity, such Transferee shall become a Direct Party to this Agreement with the
rights and obligations of any Direct Party which is neither a Financial Investor, nor
a Willis Party, nor a Lucas Party, nor a Gras Party;






	20.3	 	Agreement Manager
	 
	 	 	The Parties appoint the Company as Agreement Manager, and the Company accepts the
position, which involves the duty of ensuring compliance with the provisions of the
Agreement by the Parties. The Company’s responsibilities as Agreement Manager shall be
performed by the Supervisory Board. In its capacity as Agreement Manager, the Supervisory
Board shall refuse to register any Transfer that has not been performed in compliance with
the provisions of this Agreement. The Supervisory Board shall provide any Direct Party,
as soon as possible, upon their first demand, with an updated list of all Shareholders and
of all holders of any other Securities.
	 
	20.4	 	Affiliates
	 
	 	 	Any Direct Party and its Affiliates holding Shares or any other Securities in the Company
shall act on a collective basis for all purposes of this Agreement as if they




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	 	 	collectively constituted a single Direct Party, including for the purpose of exercising
any rights benefiting any Direct Party pursuant to the terms of this Agreement.






	20.5	 	Confidentiality
	 
	 	 	The covenants and undertakings of the Parties and Ancillary Parties under this
Section 20.5 are also made for the benefit of the Company, who accepts such benefit by
signing this Agreement.






	 	(a)	 	This Agreement and all information and material supplied to or received by
any Party or any Ancillary Party which is by its nature confidential or intended to
be for the knowledge of the recipients only (the “Information”), is and shall
remain confidential and no Party or Ancillary Party shall disclose any Information to
any Third Party.
	 
	 	(b)	 	Notwithstanding the foregoing, the following disclosures are permitted
under the circumstances and conditions described below:






	 	(i)	 	a Party or an Ancillary Party shall be able to disclose
the Information to its shareholders (except for the Mancos or if the Party
or Ancillary Party is a listed company), directors, employees and
professional advisers who are advised of the confidential nature of such
Information and agree to keep it confidential;
	 
	 	(ii)	 	in the event a disclosure of Information is required by
applicable Law to be made by a Party or Ancillary Party, such Party or
Ancillary Party shall notify the other Parties or Ancillary Parties of such
obligation prior to making such disclosure and shall use its commercially
reasonable endeavors to consult in good faith with the other Parties and
Ancillary Parties to take into account the reasonable requirements of such
Parties and Ancillary Parties as to the timing, content and manner of making
such disclosure;
	 
	 	(iii)	 	the Parties or the Ancillary Parties shall be able to
disclose all or part of the Information to an expert or arbitrator appointed
in accordance with this Agreement; and
	 
	 	(iv)	 	if a Party seeks to Transfer any of its Securities to a
Person not Party to this Agreement, the Party proposing to Transfer the
Securities shall be able to disclose the Information to the extent that the
proposed Transferee and the relevant Party enter into a confidentiality
agreement whereby the proposed Transferee undertakes (A) to be bound by the
terms of this Section 20.5, (B) to use the Information only to evaluate the
potential Transfer of the Securities and (C) not to, whether for its account
or for the account of any other Third Party, solicit or endeavor to entice
away from the Group Companies any Person who is employed by or otherwise
engaged to perform services for the Group Companies, a customer or a client
of the Group Companies, provided that the relevant Party shall be
duly kept informed, be provided with a copy of, and




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	 	 	 	benefit from, the obligations assumed by that proposed Transferee under
this confidentiality agreement.






	 	(c)	 	The Parties and the Ancillary Parties shall make those of their
shareholders, limited partners, directors, employees and professional advisers who
have access to Information aware of the provisions of this Section 20.5.
	 
	 	(d)	 	The obligations for each Party under this Section 20.5 shall remain in
force with respect to any Party which ceases to hold any Securities for a period of
two (2) years from the date upon which such Party ceases to hold the Securities.
	 
	 	(e)	 	The obligations for the Ancillary Parties other than Willis Parent under
this Section 20.5 shall remain in force for a period of two (2) years from the date
upon which this Agreement terminates.






	20.6	 	Severability
	 
	 	 	If any provision of this Agreement is invalid, inoperative or unenforceable for any
reason, such circumstance shall not have the effect of rendering the provision in question
invalid, inoperative or unenforceable in any other case or circumstance, or of rendering
any other provision or provisions herein contained invalid, inoperative or unenforceable
to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or
more phrases, sentences, clauses, Articles, Paragraphs or subsections of this Agreement
shall not affect the remaining portions of this Agreement.
	 
	20.7	 	Entire Agreement
	 
	 	 	This Agreement constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the Parties and Ancillary Parties with
respect to the subject matter hereof.
	 
	 	 	During the whole term of this Agreement and subject to Manco1 Shareholders’ Agreement and
Manco2 Shareholders’ Agreement, this Agreement shall constitute the only agreement to
which the Direct Parties shall be party in order to organize or arrange their
relationships as Shareholders and their votes in the Company’s corporate body and the
Direct Parties may not enter into any agreement other than this Agreement with respect to
the subject-matter hereof.
	 
	20.8	 	Additional Information
	 
	 	 	Each of the Direct Parties agrees that, from and including the date of this Agreement and
for so long as it shall own any Securities, it will furnish the Company such necessary
information that is reasonably available to it and such reasonable assistance as the
Company may reasonably request (x) in connection with the consummation of the transactions
contemplated by this Agreement and (y) in connection with the preparation and filing of
any reports, filings, applications, consents or authorizations with any Governmental
Authority under any applicable Laws.




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	20.9	 	Notices






	 	(a)	 	All notices and other communications, including exchange of Information,
made in connection with this Agreement shall be in writing. All notices and other
communications required or permitted to be given or made pursuant to this Agreement
shall be in writing in the English Language or in the French Language and shall be:
(x) delivered by hand against an acknowledgement of delivery dated and signed
by the recipient; (y) sent by an overnight courier service of recognized
international standing (all charges paid); or (z) sent by e-mail or facsimile
transmission and confirmed by registered mail (postage prepaid, return receipt
requested) (lettre recommandée avec demande d’avis de réception) posted no later than
the following Business Day, to the relevant Party or Ancillary Party at its address,
e-mail address or fax number set forth below:






	 	(i)	 	If to the Willis Parties, the Willis Accessing
Transferees or Willis Parent:
	 
	 	 	 	Willis Europe BV
 51
Lime Street

London EC3M 7DQ

United Kingdom

Attn: Sarah Turvill

Fax: + 44 203 124 8882

e-mail: turvills@willis.com
	 
	 	(ii)	 	If to the Financial Investors:
	 
	 	 	 	Astorg Partners

68, rue du Faubourg Saint Honoré

75008 Paris

France

Attn: Christian Couturier

Fax: + 33 1 53 05 40 57

e-mail: ccouturier@astorg-partners.com
	 
	 	(iii)	 	If to the Lucas Parties or the Lucas Shareholders:
	 
	 	 	 	Mr. Patrick Lucas

c/o Gras Savoye & Cie

2, rue Ancelle

92200 Neuilly-sur-Seine

France

Fax: + 33 1 41 43 69 06

e-mail: patrick.lucas@grassavoye.com




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	 	(iv)	 	If to the Gras Parties:
	 
	 	 	 	Financière Natelpau

1, rue des Glacis

L-1628 Luxembourg

Luxembourg
	 
	 	 	 	With a copy to:
	 
	 	 	 	Mr. Hervé d’Halluin

Affectio Finance

110, Avenue de Flandre

59290 Wasquehal

France

Fax: 33 3 62 84 99 72

e-mail: herve.d-halluin@affectio-finance.com
	 
	 	(v)	 	If to Maera:
	 
	 	 	 	Maera

63-65, rue de Merl

L-2146 Luxembourg

Luxembourg

Fax: + 33 3 28 63 05 10

e-mail: patrick.lambert@grassavoye.com
	 
	 	(vi)	 	If to Simon EURL
	 
	 	 	 	Simon Minco EURL

6bis, rue Jean Nicolas Collignon

57070 Metz

France

Email: pierre.simon@grassavoye.com
	 
	 	(vii)	 	If to PRPHI:
	 
	 	 	 	PRPHI

13, rue du Tour des Portes

56100 Lorient

France

Email: philippe.rouault@grassavoye.com
	 
	 	(viii)	 	If to the Company, Gras Savoye SA and/or GS Eurofinance:
	 
	 	 	 	Mr. Patrick Lucas

c/o Gras Savoye & Cie

2, rue Ancelle

92200 Neuilly-sur-Seine





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	 	 	 	France

Fax: + 33 1 41 43 69 06

e-mail: patrick.lucas@grassavoye.com
	 
	 	 	 	Mr. Hubert Moreno

c/o Gras Savoye & Cie,

2, rue Ancelle

92200 Neuilly-sur-Seine, France,

France

Fax: + 33 1 41 43 69 06

Email: hubert.moreno@grassavoye.com






	 	 	 	or to such other Persons or at such other addresses as hereafter may be furnished
by any Party or any Ancillary Party by like notice to the other Parties, the
Company, and the Agreement Manager.
	 
	 	(b)	 	A notice or a communication shall be deemed to have been received:






	 	(i)	 	at the time of delivery if delivered personally;
	 
	 	(ii)	 	at the time of transmission (if such transmission is
confirmed) if sent by email or fax;
	 
	 	(iii)	 	two (2) Business Days after the time and date of mailing
if sent by pre-paid inland registered mail; or
	 
	 	(iv)	 	five (5) Business Days after the time and date of mailing
if sent by pre-paid registered airmail;
	 
	 	(v)	 	provided that if deemed receipt of any notice or
communication occurs after 7:00 p.m. or is not on a Business Day, deemed
receipt of the notice shall be 9:00 a.m. on the next Business Day.
References to time in this Section 20.9 are to local time in the country of
the addressee.






	 	(c)	 	For the purpose of this Section 20.9, all notices or communications to be
addressed to any or all of the Lucas Shareholders pursuant to this Agreement shall be
deemed addressed to respectively any or all of them when addressed to the Lucas
Representative.
	 
	 	(d)	 	Any Party or any Ancillary Party may give any notice or other communication
in connection herewith using any other means (including, but not limited to, personal
delivery, messenger service, facsimile, telex or regular mail), but no such notice or
other communication shall be deemed to have been duly delivered and given unless and
until it is actually received by the individual for whom it is intended.






	20.10	 	Term
	 
	 	 	Without prejudice to the rights and obligations under Section 10.11 (Payment of the
consideration upon exercise of the Call Options), Section 10.12 (Payment of the




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	 	 	consideration upon exercise of the Willis Put Option), Section 10.14 (Mancos call
Options), Section 14 (Lucas Parties’ Put Options), Section 19 (Non Compete and Non
Solicitation) and this Section 20 (Miscellaneous) which shall survive the termination of
this Agreement for the duration of the undertakings under Section 10.11 (Payment of the
consideration upon exercise of the Call Options), Section 10.12 (Payment of the
consideration upon exercise of the Willis Put Option), Section 10.14 (Mancos call
Options), Section 14 (Lucas Parties’ Put Options), Section 19 (Non Compete and Non
Solicitation) and Section 20.5 (Confidentiality), or otherwise expressly provided herein
(including under Section 1.3 (Willis Accessing Transferees):






	 	(a)	 	This Agreement shall become effective upon the date hereof and shall
terminate upon the earlier of:






	 	(i)	 	the expiration of a period of twenty (20) years from the
date hereof;
	 
	 	(ii)	 	the completion of all the Transfers resulting from the
exercise by Willis of its Call Options or the exercise by the Willis Call
Grantors of the Willis Put Options and the First and Second Conditional
Sales in accordance with Section 10;
	 
	 	(iii)	 	the completion of a Full Exit or an IPO in accordance
with the terms hereof;
	 
	 	(iv)	 	the completion of Transfer(s) of Securities to any of the
Finance Parties resulting from the enforcement of any of the pledges on
Securities (nantissements de comptes de titres) granted to any of the
Finance Parties pursuant to the Finance Document, provided that:






	 	(A)	 	in the event this Agreement is
terminated pursuant to this Section 20.10(a)(iv), none of the
surviving provisions mentioned in the first paragraph of this
Section 20.10 (namely, Sections 10.11, 10.12, 10.14, 14, 19 and
20.5) shall be binding upon any of the Finance Parties nor shall
said surviving provisions create any obligations of any nature
whatsoever on the Finance Parties; and
	 
	 	(B)	 	should such enforcement be cancelled as
a result of a buy back of the Finance Parties’ receivables under
the Finance Documents by all or part of the Direct Parties, this
Agreement shall be reinstated;






	 	(v)	 	the date on which no Party has any further rights or
obligations hereunder.






	 	(b)	 	a Direct Party shall have no further rights and obligations and shall cease
to be bound by this Agreement upon Transfer of all its Securities in accordance with
the terms of this Agreement provided, however, that (i) a Direct Party shall
remain bound by any of its obligations which became enforceable and was not performed
before or at the time of the Transfer of




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	 	 	 	all its Securities and (ii) the Willis Parent shall in any case remain bound by
this Agreement in its capacity as Ancillary Party for the sole purpose of
Section 1, Section 9, Section 10, Section 14, Section 17, Section 19 and this
Section 20; and






	 	(c)	 	a Lucas Shareholder shall have no further rights and obligations and shall
cease to be bound by this Agreement upon Transfer of all its Lucas Securities or upon
Transfer by the Lucas Parties in which such Lucas Shareholders is holding Lucas
Securities of all their Securities in accordance with the terms of this Agreement,
provided, however, that a Lucas Shareholder shall remain bound by any of its
obligations which became enforceable and was not performed before or at the time of
the Transfer of all its Lucas Securities or of all the Securities held by the Lucas
parties in which it holds Lucas Securities.






	20.11	 	Binding Effect
	 
	 	 	This Agreement shall be binding upon, and inure for the benefit of, (a) the Parties
hereto, (b), when expressly provided herein, the Ancillary Parties and (c) their
respective heirs, successors and permitted transferees or assigns.
	 
	20.12	 	Assignment
	 
	 	 	This Agreement shall not be assignable by any Party or any Ancillary Party without the
prior written consent of each other Party, except as expressly provided for in this
Agreement and other than in connection with a Permitted Transfer to a Person that agrees
to adhere to this Agreement as a Party.
	 
	20.13	 	No Third Party Beneficiaries
	 
	 	 	Nothing in this Agreement shall confer any rights upon any Person other than (a) the
Parties hereto, (b), when expressly provided herein, the Ancillary Parties and (c) their
respective heirs, successors and permitted transferees or assigns.
	 
	20.14	 	Amendment; Waivers, etc.






	 	(a)	 	This Agreement may be amended or modified, and any of the terms, covenants
or conditions hereof may be waived, only by a written instrument executed by the
Parties and the Ancillary Parties, or in the case of a waiver, by the Party or the
Ancillary Party waiving compliance.
	 
	 	(b)	 	Any waiver by any Party or any Ancillary Party of any condition, or of the
breach of any provision, term or covenant contained in this Agreement, in any one or
more instances, shall not be deemed to be nor construed as furthering or being a
continuing waiver of any such condition, or of the breach of any other provision,
term or covenant of this Agreement.
	 
	 	(c)	 	Notwithstanding the foregoing, all the Parties and Ancillary Parties
expressly agree that:




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	 	(i)	 	the provisions of Chapter I (Corporate Governance) can be
amended or modified by a written instrument executed by the Direct Parties
holding Voting Shares only; and
	 
	 	(ii)	 	the amendments to, and the modifications of this
Agreement and the waivers of any of the terms, covenants or conditions
hereof which do not affect the rights and obligations of an Ancillary Party
under this Agreement can be implemented by a written instrument which is not
executed by such Ancillary Party.






	20.15	 	Governing Law. Jurisdiction






	 	(a)	 	Governing Law.
	 
	 	 	 	This Agreement shall be governed by and construed in accordance with the Laws of
the France.
	 
	 	(b)	 	Jurisdiction.






	 	(i)	 	All disputes arising out of, or in connection with, this
Agreement shall be finally settled by arbitration under the Rules of
Arbitration of the International Chamber of Commerce (respectively the
“Rules” and the “ICC”) by three arbitrators.
	 
	 	(ii)	 	The arbitrators shall decide all disputes pursuant to
French Law. The seat of the arbitration shall be Paris (France) and the
arbitration proceedings shall be conducted in English.
	 
	 	(iii)	 	In the event of an arbitration with two parties, one
claimant and one respondent, each party shall appoint one arbitrator in
accordance with the Rules. If any party fails to appoint an arbitrator, the
appointment shall be made by the International Court of Arbitration of the
ICC.
	 
	 	 	 	Within twenty-five (25) Business Days following the appointment of the
second arbitrator by a party, or, as the case may be, by the
International Court of Arbitration of the ICC, the two arbitrators
designated in accordance with this paragraph (iii) shall appoint a third
arbitrator, who shall act as chairman of the arbitral tribunal. If
these two arbitrators fail to agree on the appointment of a third
arbitrator within the above-mentioned twenty-five (25) Business
Day-period, the third arbitrator shall be appointed by the International
Court of Arbitration of the ICC.
	 
	 	(iv)	 	In the event that there is more than one claimant, all
parties which are claimants (individually, a “Claimant Party” or,
collectively, the “Claimant Parties”) shall agree on the appointment
of an arbitrator, such appointment to be set forth in the request of
arbitration. In the event that there is more than one respondent, all
parties which are respondents (individually, a “Respondent Party”
or, collectively, the “Respondent Parties”) shall agree on the
appointment of an




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	 	 	 	arbitrator in accordance with the Rules. Where there is more than one
claimant and/or more than one respondent and either the Claimant Parties
or the Respondent Parties, or both of them, as the case may be, fail to
agree on the appointment of an arbitrator within the time limits
specified in the Rules, both arbitrators shall be appointed by the
International Court of Arbitration of the ICC, and any prior appointment
by either the Claimant Parties or the Respondent Parties, as the case
may be, shall be deemed to have been withdrawn.






	 	 	 	Within twenty-five (25) Business Days following the appointment of the
second arbitrator, or, as the case may be, of the appointment of the
first two arbitrators by the International Court of Arbitration of the
ICC, the two arbitrators designated in accordance with this
paragraph (iv) shall appoint a third arbitrator, who shall act as
chairman of the arbitral tribunal. If these two arbitrators fail to
agree on the appointment of a third arbitrator within the
above-mentioned twenty-five (25) Business Day-period, the third
arbitrator shall be appointed by the International Court of Arbitration
of the ICC.
	 
	 	(v)	 	In the event of there being more than one referral to
arbitration either arising out of, or in connection with, this Agreement,
the same persons shall be appointed to be members of the arbitral tribunal
with respect to each such arbitration. If, in the opinion of the arbitral
tribunal appointed in accordance with the preceding sentence, the
arbitrations are so closely connected that it is expedient for them to be
resolved in the same arbitration, the arbitral tribunal shall have the power
(at the request of either party or of its own volition) to order that such
arbitrations shall be consolidated and the parties shall do all such things
as may be necessary to ensure and organize such consolidation.
	 
	 	(vi)	 	For the purpose of the application of this Article 20.15,
the time limits specified for the appointment of an arbitrator shall be
deemed to commence on the date immediately following receipt of the request
of arbitration by the last Respondent Party to receive the request of
arbitration. The same principle shall apply in relation to the calculation
of the time limits for the filing of the answer to the request for
arbitration (or answers to the request for arbitration in the event that a
Respondent Party or a group of Respondent Parties wishes to file a separate
answer to the request for arbitration) and of the appointment of the third
arbitrator, such time limits to be deemed to commence on the date
immediately following receipt of the notification of the appointment of the
second arbitrator by the last Claimant Party.
	 
	 	(vii)	 	Unless expressly agreed in writing to the contrary, the
parties to an arbitration pursuant to this Article 20.15 undertake, as a
general principle, to keep confidential all awards, orders, submissions,




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	 	 	 	hearing transcripts as well as all materials submitted by any party in
connection with the arbitral proceedings and not otherwise in the public
domain, except for, and to the extent that, a disclosure shall be
required from a party pursuant to a legal duty, to protect or pursue a
legal right or to enforce or challenge an award in legal proceedings
before a judicial authority. This undertaking shall also apply to the
arbitrators, the tribunal-appointed experts and the secretary of the
arbitral tribunal and the International Court of Arbitration of the ICC.
The deliberations of the arbitral tribunal shall be deemed as
confidential.






	 	(viii)	 	An award may only be published, whether in its entirety or in the form of
excerpts or a summary, under the following conditions:






	 	(A)	 	a request for publication is addressed
to the International Court of Arbitration;
	 
	 	(B)	 	all references to the parties’ name are
deleted; and
	 
	 	(C)	 	no party objects to such publication
within the time-limit fixed for that purpose by the International
Court of Arbitration.






	20.16	 	Number of original copies
	 
	 	 	The Original Parties and the Ancillary Parties hereby expressly accept to limit the number
of original copies of this Agreement and its Schedules to ten (10), it being specified
that the Original Parties who do not receive one of the original copies expressly waive
the benefit of the provisions of article 1325 of the French Civil Code (Code civil).
	 
	 	 	The original copies will be kept as follows:






	 	(a)	 	one (1) original copy for the Financial Investors (this original copy being
kept by the Original Fund);
	 
	 	(b)	 	one (1) original copy for the Willis Parties, the Willis Accessing
Transferees and Willis Parent (this original copy being kept by Willis Parent);
	 
	 	(c)	 	one (1) original copy for the Lucas Parties and the Lucas Shareholders
(this original copy being kept by Mr. Patrick Lucas);
	 
	 	(d)	 	one (1) original copy for the Gras Parties (this original copy being kept
by Mr. Emmanuel Gras);
	 
	 	(e)	 	one (1) original copy for Maera (this original copy being kept by Maera);
	 
	 	(f)	 	one (1) original copy for the Simon EURL (this original copy being kept by
Simon EURL);




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	 	(g)	 	one (1) original copy for PRPHI (this original copy being kept by PRPHI);
	 
	 	(h)	 	one (1) original copy for Manco1 (this original copy being kept by Manco1);
	 
	 	(i)	 	one (1) original copy for Manco2 (this original copy being kept by Manco2);
	 
	 	(j)	 	one (1) original copy for the Company, Gras Savoye SA and Gras Savoye Euro
Finance (this original copy being kept by the Company);




- 145 -









 












	 	 	Signed in Paris, on December 17, 2009, in ten (10) originals
	 
	 	 	IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by their authorized
representatives as of the date first above written.





	 	 	 	 	 	 	 	 	 	 	 
	Astorg IV FCPR	 	Financière Muscaris IV	 	Willis Europe BV
	represented by Astorg Partners,	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Christian Couturier
	 	By:
	 	/s/ Xavier Moreno
	 	By:
	 	/s/ Sarah Turvill
	 

	 	 
	 	 	 	 
	 	 	 	 
	Name: Christian Couturier	 	Name: Xavier Moreno	 	Name: Sarah Turvill






	 	 	 	 	 	 	 	 	 	 	 
	Lucaslux	 	Original Lucas Shareholders	 	Financière Natelpau
	 	 	 	 	Represented by Mr. Patrick Lucas or	 	 	 	 
	 	 	 	 	Mr. Hubert Moreno	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patrick Lucas
	 	By:
	 	/s/ Patrick Lucas
	 	By:
	 	/s/ Emmanuel Gras
	 

	 	 
	 	 	 	 
	 	 	 	 
	Name: Patrick Lucas	 	Name: Patrick Lucas or Hubert Moreno	 	Name: Emmanuel Gras






	 	 	 	 	 	 	 	 	 	 	 
	Maera	 	Simon Minco EURL	 	PRPHI EURL
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patrick Lambert
	 	By:
	 	/s/ Pierre Simon
	 	By:
	 	/s/ Phillippe Rouault
	 

	 	 
	 	 	 	 
	 	 	 	 
	Name: Patrick Lambert	 	Name: Pierre Simon	 	Name: Philippe Rouault






- 146 -









 






	 	 	 	 	 	 	 	 	 	 	 
	Dream Management 1	 	 	 	 	 	Dream Management 2
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patrick Lucas
	 	 	 	 	 	By:
	 	/s/ Patrick Lucas
	 

	 	 
	 	 	 	 	 	 	 	 
	Name: Patrick Lucas	 	 	 	 	 	Name: Patrick Lucas






	 	 	 	 	 	 	 	 	 	 	 
	Willis Group Holdings Ltd	 	Willis Group Holdings Plc	 	Willis Netherlands Holdings BV
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Sarah Turvill
	 	By:
	 	/s/ Sarah Turvill
	 	By:
	 	/s/ Sarah Turvill
	 

	 	 
	 	 	 	 
	 	 	 	 
	Name: Sarah Turvill	 	Name: Sarah Turvill	 	Name: Sarah Turvill
	 
	 	 	 	 	 	 	 	 	 	 
	GS & Cie Groupe	 	Gras Savoye SA	 	Gras Savoye Euro Finance
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Patrick Lucas
	 	By:
	 	/s/ Patrick Lucas
	 	By:
	 	/s/ Patrick Lucas
	 

	 	 
	 	 	 	 
	 	 	 	 
	Name: Patrick Lucas	 	Name: Patrick Lucas	 	Name: Patrick Lucas






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LIST OF SCHEDULES




	 	 	 
	Schedule P1:

	 	List of the Original Lucas Shareholders
	 
	 	 
	Schedule P2:

	 	List of the Original Gras Shareholders
	 
	 	 
	Schedule (C):

	 	Allocation of the Securities as at the date hereof
	 
	 	 
	Schedule (E)

	 	Allocation of Manco1’s share capital and list of the
Original Managers
	 
	 	 
	Schedule (J):

	 	Chart of the Group
	 
	 	 
	Schedule (L)

	 	Contemplated allocation of the Securities as at January
1st, 2010
	 
	 	 
	Schedule 1(A):

	 	Company’s By-Laws
	 
	 	 
	Schedule 1(B):

	 	Formulas
	 
	 	 
	Schedule 1(C)

	 	Transparency
	 
	 	 
	Schedule 8.4

	 	Examples of the application the Distribution Fundamentals
in the case of various types of Sales
	 
	 	 
	Schedule 8.7

	 	Examples of the application of the Distribution
Fundamentals in the case of exercise of the Call Options or
Willis Put Options
	 
	 	 
	Schedule 8.8

	 	Examples of the application of the Distribution
Fundamentals in the case of exercise of the Lucas Parties’
Put Options
	 
	 	 
	Schedule 8.9

	 	Examples of the application of the Distribution
Fundamentals in the case of exercise of the Lucas Parties’
Put Options
	 
	 	 
	Schedule 17.1

	 	Methodology to be applied in computing Willis Correduria’s
consolidated reserves as at December 31, 2009
	 
	 	 
	Schedule 20.2:

	 	Form of Instrument of Adherence






Schedule P1 - 1









 











Schedule 1(A)

Company’s By-Laws



(The
following document is a fair and accurate English translation of the
original French document. The original French document will be
provided to the SEC supplementally on its request).













 










GS & CIE GROUPE




A French société par actions simplifiée



share capital: 118,564,674 euros



Registered office:



120, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France



Registered in Nanterre, France under no. 515 061 141



BY-LAWS



Updated on 17 December 2009



 









 









Preliminary note:



For the purposes of the application of these By-Laws
(hereinafter the “By-Laws”), any terms
beginning with a capital letter shall have the meaning that is attributed to them in Appendix
A of the By-Laws.



Unless it is provided otherwise, any reference to an Article, a Heading or an Appendix shall be
deemed to be a reference to an Article, a Heading or an Appendix of the By-Laws.




HEADING I




FORM
OF INCORPORATION — COMPANY NAME — OBJECT CLAUSE –
REGISTERED ADDRESS — TERM



ARTICLE 1 — FORM OF INCORPORATION



The Company is a French société par actions simplifiée governed by articles L. 227-1 et seq. of the
French Commercial Code (Code de Commerce), as well as by any supervening law or decree which might
modify, complement or replace these provisions, and by the By-Laws.



Any natural or legal entities who own Shares shall be shareholders of the Company (hereinafter
jointly the “Shareholders” or individually a “Shareholder”).



The Company shall operate identically under the same form of incorporation whether it has one or
more Shareholders. Should there only be a sole shareholder (hereinafter the “Sole Shareholder”),
the prerogatives of the Shareholders under the By-Laws shall be exercised by the Sole Shareholder.




ARTICLE 2 — COMPANY NAME



The Company’s name is: GS & CIE GROUPE



In all the deeds and documents issued by the Company, the company name must be immediately preceded
or followed by the words “société par actions simplifiée” or by the French acronym “SAS” and by the
Company’s share capital.




ARTICLE 3 —  OBJECT CLAUSE



The Company’s object shall be as follows, in France and abroad:





	-	 	the design and implementation of any projects of an industrial,
commercial, financial, securities-related or real-estate nature;
	 
	-	 	the acquisition of shareholdings or interests, directly or
indirectly, in all companies, whatever the legal nature or object of
same, by way of the creation of new companies, contributions,
subscribing to or purchasing Securities or other rights, or by way of
mergers, undeclared partnerships or otherwise;
	 
	-	 	the management and the disposal of its shareholdings;
	 
	-	 	the provision of support and advice to the companies of the Group in
the fields of sales and marketing, administration, legal services,
regulations and financial affairs, but also in the fields of
management, growth strategy and negotiation;
	 
	-	 	the holding, the management and the disposal of any trademarks,
patents, domain names and other intellectual property rights;




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	-	 	the acquisition, the management, the administration, the
enhancement, the conversion and the rental of any buildings or
real-estate properties;
	 
	-	 	the granting of any guarantees or endorsements in favour of any
company of the Group or in the course of the day-to-day activity of
any companies of the Group, and the performance of any operations
authorized under article L. 511-7-3 of the French Monetary and
Financial Code (Code monétaire et financier); and
	 
	-	 	in general, any financial, commercial, industrial, real-estate or
securities-related operations that may be directly or indirectly
related to the abovementioned object or to all similar or related
objects, and that are likely to foster its extension or further its
development.




ARTICLE 4 — REGISTERED OFFICE



The registered office of the Company is 120, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine,
France.



It may be transferred anywhere within the same district (département) or an adjacent one by a
decision of the President, who shall also be empowered to modify the By-Laws accordingly, and to
any other location by a collective decision taken by the Shareholders.




ARTICLE 5 — TERM



The Company’s term shall last for ninety nine (99) years as of the date of its registration with
the French Registry of Commerce and Companies, unless it is wound up before its term or extended.




HEADING II

SHARE CAPITAL — SHARES




ARTICLE 6 — CONTRIBUTIONS



Upon formation of the Company, the Shareholder contributed a cash sum of ten thousand (10,000)
euros corresponding to the subscription by FCPR Astorg IV, represented by its management company
Astorg Partners, whose registered address is 68, rue du Faubourg Saint-Honoré, 75008 Paris, France,
registered with the Registry of Commerce and Companies of Paris under no. 419 838 545, of all of
the ten thousand (10,000) Shares with a nominal value of one (1) euro each, which were fully
subscribed to and fully paid up upon formation of the Company.



Pursuant to decisions taken by the Sole Shareholder and collective decisions taken by the
Shareholders on 17 December 2009, the following took place:





	-	 	the conversion of ten thousand (10,000) existing Ordinary Shares into
ten thousand (10,000) 1B Shares with a nominal value of one (1) euro
each;
	 
	-	 	an increase of the Company’s share capital in cash of a nominal value
of thirty five million eight hundred and eighty thousand seven hundred
and sixty seven (35,880,767) euros to raise it to thirty five million
eight hundred and ninety thousand seven hundred and sixty seven
(35,890,767) euros by issuing thirty five million eight hundred and
eighty thousand seven hundred and sixty seven (35,880,767) 1B Shares,
with a nominal value of one (1) euro each;
	 
	-	 	an increase of the Company’s share capital in cash of a nominal value
of three hundred and fifty eight thousand nine hundred and seven
(358,907) euros to raise it to thirty six million two hundred and
forty nine thousand six hundred and seventy four (36,249,674) euros by
issuing three hundred




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	 	 	and fifty eight thousand nine hundred
and seven (358,907) 1B Shares, with a
nominal value of one (1) euro each;
	 
	-	 	an increase of the Company’s share
capital by way of a contribution in
kind of a nominal value of sixty two
million twenty two thousand and sixty
eight (62,022,068) euros to raise it
to ninety eight million two hundred
and seventy one thousand seven hundred
and forty two (98,271,742) euros by
issuing thirty six million two hundred
and forty nine thousand six hundred
and seventy four (36,249,674) 1A
Shares, twenty four million two
hundred and forty two thousand nine
hundred and ninety three (24,242,993)
1C Shares, and one million three
hundred and fifty four thousand two
hundred and seven (1,354,207) 2
Shares, with a nominal value of one
(1) euro each;
	 
	-	 	an increase of the Company’s share
capital in cash of a nominal value of
twelve million six thousand six
hundred and eighty one (12,006,681)
euros to raise it to one hundred and
ten million two hundred and seventy
eight thousand four hundred and twenty
three (110,278,423) euros by issuing
twelve million six thousand six
hundred and eighty one (12,006,681) 1D
Shares with a nominal value of one (1)
euro each;
	 
	-	 	an increase of the Company’s share
capital in cash of a nominal value of
seven million one hundred and sixty
six thousand two hundred and fifty one
(7,166,251) euros to raise it to one
hundred and seventeen million four
hundred and forty four thousand six
hundred and seventy four (117,444,674)
euros by issuing seven million one
hundred and sixty six thousand two
hundred and fifty one (7,166,251) 2
Shares with a nominal value of one (1)
euro each; and
	 
	-	 	an increase of the Company’s share
capital in cash of a nominal value of
one million one hundred and twenty
thousand (1,120,000) euros to raise it
to one hundred and eighteen million
five hundred and sixty four thousand
six hundred and seventy four
(118,564,674) euros by issuing one
million one hundred and twenty
thousand (1,120,000) 3 Shares with a
nominal value of one (1) euro each.




ARTICLE 7 —  SHARE CAPITAL



The company’s share capital amounts to one hundred and eighteen million five hundred and sixty four
thousand six hundred and seventy four (118,564,674) euros.



It is divided into one hundred and eighteen million five hundred and sixty four thousand six
hundred and seventy four (118,564,674) Shares with a nominal value of one (1) euro each, which are
fully subscribed to and paid-up and divided on the Completion Date into six (6) different classes,
to wit:





	-	 	thirty six million two hundred and forty nine thousand six hundred and
seventy four (36,249,674) class 1A Preferred Shares (hereinafter the
“1A Shares”);
	 
	-	 	thirty six million two hundred and forty nine thousand six hundred and
seventy four (36,249,674) class 1B Preferred Shares (hereinafter the
“1B Shares”);
	 
	-	 	twenty four million two hundred and forty two thousand nine hundred
and ninety three (24,242,993) class 1C Preferred Shares (hereinafter
the “1C Shares”);
	 
	-	 	twelve million six thousand six hundred and eighty one (12,006,681)
class 1D Preferred Shares (hereinafter the “1D Shares”);
	 
	-	 	eight million six hundred and ninety five thousand six hundred and
fifty two (8,695,652) class 2 Preferred Shares (hereinafter the 

“2 Shares”); and
	 
	-	 	one million one hundred and twenty thousand (1,120,000) class 3
Preferred Shares (hereinafter the “3 Shares”).




4









 














There are no ordinary Share and no 4 Shares on the Completion Date.



ARTICLE 8 —  MODIFICATION OF THE SHARE CAPITAL



The share capital of the Company may be increased, decreased or amortised in accordance with the
applicable legal provisions, by a collective decision taken by the Shareholders in accordance with
Article 14 below.



ARTICLE
9 —  FORM OF THE COMPANY’S SHARES, SECURITIES AND CB —
RIGHTS AND OBLIGATIONS ATTACHED TO SAME





	9.1	 	Form
	 
	9.1.1	 	All Shares, Securities and CB that are issued by the Company shall be registered securities.
They shall be registered in the name of their holders in accounts that are kept by the
Company. Certificates of registration in these accounts may be validly signed by the President
or by any other person who has been empowered by the President to that end.
	 
	9.1.2	 	The Company’s Shares shall be indivisible as far as it is concerned.
	 
	9.2	 	Rights and obligations
	 
	9.2.1	 	General
	 
	 	 	The ownership of a Share, of a Security or of a CB of the Company shall automatically imply
an undertaking to adhere to the By-Laws and to the decisions of the Sole Shareholder or of
the Shareholders. It shall also imply an undertaking to adhere to any Shareholders’
Agreements to which a Shareholder who wishes to transfer Shares is a party.
	 
	 	 	Whenever it is necessary to possess several Shares, Securities or CB of the Company in order
to exercise a given right, for instance in case of an exchange or allocation of Securities
in the course of an operation such as a decrease of the share capital, an increase of the
share capital by incorporation of the content of reserve funds, a merger or otherwise, any
Shares, Securities or CB of the Company that are isolated or of a number less than that
which is required shall not confer upon their holders any right against the Company; the
Shareholders or the holders shall be responsible for the grouping and, where applicable, the
purchasing or selling of the requisite number of Shares, Securities or CB.
	 
	9.2.2	 	The voting rights attached to the Shares
	 
	 	 	Each Share shall grant its holder the right to cast one vote. As an exception to this rule,
the voting rights of 2 Shares, 3 Shares and 4 Shares may only be wielded as part of the
decisions that are listed exhaustively under Article 14.1.1.
	 
	 	 	Subject to the existence of an agreement that provides otherwise between the beneficial
owner (usufruitier) and the bare owner (nu-propriétaire), the voting right that is attached
to a Share shall be wielded by the beneficial owner in all collective decisions taken by the
Shareholders, with the exception of the decisions listed in Articles 14.1.1 and 14.1.2 for
which the voting rights shall be wielded by the bare owner. The joint owners of shares must
arrange to be represented at collective decisions taken by the Shareholders by only one of
them or by a sole attorney-in-fact who can produce a special power of attorney. In case of a
disagreement, the attorney-in-fact shall be appointed by a ruling handed down by the local
commercial court in the form of an injunction.
	 
	9.2.3	 	Representation of the 1A Shareholders, the 1B Shareholders, the 1C Shareholders and the 1D
Shareholders




5









 
















	 	(a)	 	Representation on the Supervisory Board
	 
	 	 	 	Save in case of Enforcement of the Pledges of the Share Accounts, the nine members
of the Supervisory Board shall be appointed and removed as follows:






	 	-	 	three (3) members (hereinafter the “1A Members (of the
Supervisory Board)”) shall be appointed and removed by a collective decision
taken by the 1A Shareholders in accordance with the terms of Article 14.7;
	 
	 	-	 	three (3) members (hereinafter the “1B Members (of the
Supervisory Board)”) shall be appointed and removed by a collective decision
taken by the 1B Shareholders in accordance with the terms of Article 14.7;
	 
	 	-	 	two (2) members (hereinafter the “1C Members (of the
Supervisory Board)”) shall be appointed and removed by a collective decision
taken by the 1C Shareholders in accordance with the terms of Article 14.7; and
	 
	 	-	 	one (1) member (hereinafter the “1D Member (of the Supervisory
Board)”) shall be appointed and removed by a collective decision taken by the
1D Shareholders in accordance with the terms of Article 14.7.






	 	 	 	As an exception to this rule, the abovementioned allocation of the seats on the
Supervisory Board may be modified in accordance with the rules set forth in
Appendix B.
	 
	 	 	 	In case of Enforcement of the Pledges of the Share Accounts, the nine (9) Members of
the Supervisory Board shall be appointed and removed by a collective decision taken
by the Shareholders in accordance with the conditions of majority stipulated by
Article 14.1.3.
	 
	 	(b)	 	Representatives of the Shareholders of the various Classes
	 
	 	 	 	Should the number of Shareholders of a given class of Preferred Shares become
greater than two (2), the President must consult the Shareholders of the relevant
class and propose that they appoint one or more representatives in accordance with
the terms of Article 14.7 (hereinafter the “Representative(s) of the Shareholders of
a Given Class”).
	 
	 	 	 	This article shall not apply in case of Enforcement of the Pledges of the Share Accounts






	9.2.4	 	Financial rights attached to the Shares






	 	(a)	 	Financial rights attached to the Shares before the Enforcement of the Pledges
of the Share Accounts
	 
	 	 	 	In the absence of the Enforcement of the Pledges of the Share Accounts, in those
cases where the Shareholders benefit from the payment of a sum of money or the
allocation of Securities owing to or as a result of holding or of Transferring
(including as a result of a Transfer covered by sections 9.1(g), (i) to (m) and (o)
of the Main Shareholders’ Agreement, but to the exclusion of all other Permitted
Transfers) Shares of the Company or, subject to the Transparency, Lucas Securities
(for instance as part of (i) a distribution of dividends or of reserves, or pursuant
to a de-merger or a reduction of the share capital that is not motivated by losses,
(ii) a Transfer, (iii) an IPO, (iv) a Merger or (v) the voluntary or compulsory
liquidation of the Company) (hereinafter the “Distribution”; any terms beginning
with a capital letter shall have the meaning that are attributed to them in
Appendix C), the allocation of the consideration or of the total proceeds
received by all of the Shareholders pursuant to such a Distribution (the
“Distribution Amount”) shall not take place in proportion to the stake of each
Shareholder in the share capital of the Company, but in accordance with the specific
rules that are defined in Appendix C.




6









 
















	 	(b)	 	Financial rights attached to the Shares as of the date of Enforcement of the
Pledges of the Share Accounts
	 
	 	 	 	As of the date of Enforcement of the Pledges of the Share Accounts, the provisions
of Article 9.2.5(b) shall not apply, so that any Transfer or issuing of Shares
resulting from this enforcement shall not lead to the conversion of such Shares into
Preferred Shares of another class or into Ordinary Shares.
	 
	 	 	 	Immediately and as of right as of the date of Enforcement of the Pledges of the
Share Accounts, as an exception to the provisions of Article 9.2.4(a), the
allocation of the Distribution Amount shall take place in accordance with the
following rules:






	 	(i)	 	the beneficiaries of the Pledges of the Share Accounts who have
acquired the 1A Shares, the 1B Shares, the 1C Shares, the 1D Shares, the 2
Shares and the 3 Shares with respect to the Enforcement of the Pledges of the
Share Accounts (hereinafter the “Beneficiaries”) shall receive by priority to
the other holders of Shares the Distribution Amount subject to a cap equal to
the total amount of (i) all the moneys owed in principal, interest or other
under the Financing Contracts and no longer owing pursuant to the Enforcement
of the Pledges of the Share Accounts, plus (ii) any amounts which remain due or
which might come to be owed as principal, interest or other (including by way
of adjustments and, as the case may be, expenses related to the Enforcement of
the Pledges of the Share Accounts) on the terms of the Financing Contracts
bearing in mind that this sum of money shall be allocated among such
Beneficiaries in proportion to the stake in the share capital (excluding 4
Shares) that their Shares account for respectively;
	 
	 	(ii)	 	the 4 Shareholders shall receive the Distribution Amount minus
the moneys distributed to the Beneficiaries in accordance with the terms of
paragraph (i) above subject to a cap equal to the sum of the subscription price
of the CB converted into 4 Shares and of the interest accrued on such CB and
not paid out, bearing in mind that this sum of money shall be allocated among
the 4 Shareholders in proportion to the respective share of all of the 4 Shares
that their respective 4 Shares account for; and
	 
	 	(iii)	 	any remainder of the Distribution Amount minus the moneys
distributed in accordance with the terms of paragraphs (i) and (ii) above shall
be allocated among the holders of Shares in proportion to the stake in the
share capital, bearing in mind that all Shares shall have the same financial
rights whichever class they belong to.






	 	 	As of the date of notification to the Company of the effective implementation of the Pledges
of the Share Accounts and until the date of Enforcement, the rules set forth at Article
9.2.4(a) shall not be applicable.
	 
	9.2.5	 	Conversion of the Preferred Shares






	 	(a)	 	Conversion in case of Merger or IPO
	 
	 	 	 	The Preferred Shares shall be converted into Ordinary Shares immediately prior to a
Merger or an IPO in accordance with the provisions of Appendix C.
	 
	 	(b)	 	Conversion in case of Transfer or issue
	 
	 	 	 	Except in the event of Transfers resulting from the Enforcement of the Pledges of the
Share Accounts, any Shares that are Transferred to a 1A Shareholder, a 1B Shareholder,
a 1C Shareholder, a 1D Shareholder, a 2 Shareholder or a 3 Shareholder, or one of
their Affiliates, shall automatically and as of right be converted into Preferred
Shares belonging to the same




7









 










	 	 	 	class as that of the Preferred Shares held by such Shareholder or its Affiliates on
the date of the Transfer. Similarly, any Shares that are issued in favour of a 1A
Shareholder, a 1B Shareholder, a 1C Shareholder, a 1D Shareholder, a 2 Shareholder or
a 3 Shareholder, or one of their Affiliates, (including any Shares that are issued as
part of an increase of share capital by incorporation of the content of reserve funds
or any Shares allocated free of charge) shall belong to the same class as that of the
Preferred Shares held by such Shareholder or its Affiliates on the date on which they
are issued.






	 	 	 	Except in the event of Transfers resulting from the Enforcement of the Pledges of the
Share Accounts, if no Preferred Shares are held by the person to whom Preferred Shares
are transferred or its Affiliates, the Shares that are Transferred shall automatically
and as of right be converted into Ordinary Shares. Similarly, if a person in favour of
whom Shares (including Shares that are issued as part of an increase of share capital
by incorporation of the content of reserve funds or Shares that are allocated free of
charge) are issued does not hold any Preferred Shares, the Shares to which that person
subscribes shall be Ordinary Shares.
	 
	 	 	 	As an exception to the rules set forth in this Article 9.2.5(b), Shares which are
issued on conversion of the CB will be 4 Shares whatever Shares are held by the holder
of the CB on the date of their conversion. Similarly, Shares which are issued or
allocated as pre-existing 4 Shares (including Shares which are issued pursuant to a
share capital increase by incorporation of the content of reserve funds or Shares
allocated free of charge) shall be 4 Shares.
	 
	 	 	 	In the event of conversion of Preferred Shares by application of the provisions of
Article 9.2.5 (a) and (b), the president of the Supervisory Board will have all the
powers to complete, directly or by an agent, all acts and formalities relating to such
conversion and, in particular, to undertake (i) the recording in the Company’s
register of movements of securities and Shareholders’ accounts and (ii) the
modifications to the by-laws linked to this conversion, in particular Article 7.






	9.2.6	 	Protection of the holders of Preferred Shares
	 
	 	 	The rights that are attached to the Preferred Shares of each class can only be modified by a
collective decision taken by the holders of the Preferred Shares of that same class, subject
however to automatic conversions pursuant to Article 9.2.5 and contractual undertakings
granted by such holders, except in the event where such changes are already provided for in
the Bylaws, including in the event of Enforcement of the Pledges of the Share Accounts.
	 
	 	 	The collective decisions taken by the 1A Shareholders, the 1B Shareholders, the 1C
Shareholders, the 1D Shareholders, the 2 Shareholders, the 3 Shareholders and the 4
Shareholders shall be taken in accordance with the terms of article L. 225-99 of the French
Commercial Code (Code de Commerce) and in accordance with the provisions of Article 14.7.




8









 














ARTICLE
10 — TRANSFERS OF SHARES AND CB AND EXPULSION





	10.1	 	Share Transfers
	 
	10.1.1	 	All Transfers of the Company’s Shares shall be governed by the provisions of the
Shareholders’ Agreements, unless the parties to such Agreement(s) agree otherwise. Any
Transfer that takes place in breach of a Shareholders’ Agreement shall be deemed to have taken
place in breach of the provisions of the By-Laws and shall therefore be null and void in
accordance with the provisions of article L. 227-15 of the French Commercial Code (Code de
Commerce).
	 
	10.1.2	 	Transfers of the Company’s Shares and the CB shall take place in accordance with the
provisions of articles L. 228-1 and R. 228-10 of the French Commercial Code (Code de
Commerce), by registration of the Share and CB Transfer on the books of the Company in the
account of the transferee, without prejudice to the provisions of Article 10.2 which are
applicable to the Securities.
	 
	10.1.3	 	The Chairman of the Supervisory Board of the Company shall be responsible for keeping the
Company’s Share and CB Transfer registers and the individual Shareholders’ accounts. He alone
shall be empowered (i) to make entries in the accounts opened in the name of the owners of
Securities and the CB in the Company’s registers in accordance with the provisions of the
By-Laws and of the Shareholders’ Agreements and (ii) to make entries in the Company’s Share
and CB Transfer registers and the relevant individual Shareholders’ accounts, even in the
absence of the production of Transfer orders, such as pursuant to any decision to expel a
Shareholder taken in accordance with the provisions of the By-Laws, in return for evidence of
the payment or the consignation of the price.
	 
	 	 	The Chairman of the Supervisory Board can delegate his powers in this respect to any
external consultant of his choosing.
	 
	 	 	Should the Chairman of the Supervisory Board fail to perform his duties in this respect, the
Supervisory Board shall instruct one of its members to take over the task of keeping
the registers and individual shareholder accounts in lieu of the Chairman of the
Supervisory Board. The member who is thus appointed shall thereupon have the same
powers, including the power to delegate his powers, and shall be subject to the same
obligations as the Chairman of the Supervisory Board.
	 
	10.1.4	 	As of the date of Enforcement of the Pledges of the Share Accounts no Transfer of Securities
shall occur without the consent of the Beneficiaries.
	 
	10.2	 	Expulsion
	 
	10.2.1	 	In accordance with the provisions of article L. 227-16 of the French Commercial Code (Code
de Commerce), any Shareholder may be expelled from the Company under the terms that are set
out below if he does not comply with its drag along obligation (or Drag-Along Right) in
accordance with the provisions of a Shareholders’ Agreement. By way of exception, no decision
of expulsion may be taken against the Beneficiaries.
	 
	10.2.2	 	As soon as the President, a member of the Executive Committee, a member of the Supervisory
Board or a Shareholder becomes aware of an event that is likely to lead to the expulsion of a
Shareholder, he must notify the Supervisory Board and all the other Shareholders. As soon as
he is informed of such event, the President or member of the Supervisory Board shall convene a
meeting of the Supervisory Board in accordance with the terms of Articles 13.2(g) and 13.7(a)
in order for it to take a decision concerning the expulsion of the Shareholder involved
(hereinafter the “Expulsion Procedure”), stating, upon convening the Supervisory Board, the
grounds for the Expulsion Procedure under consideration.




9









 
















	10.2.3	 	The person who initiates the Expulsion Procedure mentioned above must also concurrently
notify the Shareholder involved of the grounds of the Expulsion Procedure initiated against
him. The Shareholder shall have the right to present his point of view and his explanations
during the meeting(s) of the Supervisory Board that are held in connection with the Expulsion
Procedure.
	 
	10.2.4	 	The decision of the Supervisory Board concerning the expulsion of the Shareholder must be
approved by a favourable vote in accordance with the terms of Article 13 and, in particular,
under the conditions governing majority that are mentioned in Article 13.7.
	 
	10.2.5	 	Should a Shareholder be expelled, the Shares of the Shareholder involved shall be redeemed
by the Company (which shall have the right to substitute another party to itself) at a price
per Security equal, for each class of Securities, to the transfer price that would have been
received for the of Securities concerned as part of its drag along obligation (or Drag-Along
Right) specified by a Shareholders’ Agreement minus the costs incurred by the Company as part
of the Expulsion Procedure.
	 
	10.2.6	 	The Transfer of the Securities shall take place upon delivery to the expelled Shareholder
(x) of a check or an irrevocable transfer order amounting to the price of the Securities
determined in accordance with Article 10.2.5 or (y) in those cases where the consideration for
the Transfer of the Securities is not payable in cash, of the Transfer of this consideration.
If, for any particular reason, the expelled Shareholder is unable to receive payment of the
price, the price shall be consigned or put in escrow with any bank or public notary by the
Company; as of this consignation or escrow, the Company shall be deemed to have fulfilled its
obligations in respect of the payment of the price.
	 
	10.2.7	 	The Transfer of the Securities held by the expelled Shareholder shall take place
automatically, even without the production of a share transfer order signed by the expelled
Shareholder, on the date on which (i) the expelled Shareholder receives the price, or (ii) the
Company notifies the expelled Shareholder that it has consigned or escrowed the price in
accordance with the foregoing section. To that end, the President of the Company or the
Chairman of the Supervisory Board shall register the Transfer of the Securities on the books
of the Company.
	 
	10.2.8	 	The Securities shall be Transferred inclusive of all rights to dividends, interest or other
financial rights that are attached thereto, and clear of any surety interest, lien or charge
whatsoever, a state of affairs which the expelled Shareholder shall be responsible for
ensuring.
	 
	10.2.9	 	Within six (6) months, the Securities that are redeemed by the Company in accordance with
the terms of this Article 10 must either be sold by the Company to a Shareholder or to a third
party or they must be cancelled.
	 
	10.2.10	 	From the decision taken by the Supervisory Board to expel a Shareholder and until the date
of the Transfer of title over the Securities of the expelled Shareholder, all the
non-financial rights that are attached to the ownership of the Securities both by the By-Laws
and by law shall be suspended. Specifically, the Shareholder who is expelled shall no longer
have the right to receive any of the information that is destined to the Shareholders, shall
no longer be convened to take part in collective decisions taken by the Shareholders and shall
be barred from taking part in the votes over these collective decisions. The Securities of the
Company that are allocated to or subscribed by the expelled Shareholder between the date of
the decision taken by the Supervisory Board to expel the Shareholder and the date of the
Transfer shall as of right be included as part of the Securities that are covered by the
Expulsion Procedure.
	 
	10.2.11	 	The fact that a Shareholder is expelled shall not obviate his liability for any damage or
loss that he may have caused to the Company or to the other Shareholders, whether in
connection with the grounds for the expulsion or otherwise.




10









 















HEADING III

ADMINISTRATION AND CONTROL OF THE COMPANY



The Company shall be administered and run by the President (and, where applicable, the Executive
Officers) who shall be assisted, where applicable, by an Executive Committee chaired by the
President and instituted pursuant to Article 12 (hereinafter the “Executive Committee”) which shall
operate under the supervision of a Supervisory Board instituted pursuant to Article 13 (hereinafter
the “Supervisory Board”).



In the event of Enforcement of the Pledges of the Share Accounts the rules set forth in Articles 11
to 13.8 shall be automatically and as of right amended as stated in Article 13.9.



ARTICLE
11 — THE PRESIDENT — THE EXECUTIVE OFFICERS — REPRESENTATION OF THE COMPANY





	11.1	 	Appointment of the President and the Executive Officers
— Duration of their terms






	 	(a)	 	The President of the Company
	 
	 	 	 	The President of the Company, as per the meaning of this term in article L. 227-6 of
the French Commercial Code (Code de Commerce) (hereinafter the “President”) shall be
a private individual appointed by the Supervisory Board in accordance with the terms
of Article 13.2(d).
	 
	 	 	 	The President’s term shall last for three (3) years. It shall expire pursuant to the
collective decision taken by the Shareholders in connection with the accounts of the
past fiscal year in the year during which his term is due to expire. The President
may be reappointed without limitation.
	 
	 	 	 	The President may be removed at any time without cause by a decision taken by the
Supervisory Board. Except in the case of Enforcement of the Pledges of the Share
Accounts, the decision is taken by a two thirds majority of its members in
accordance with the terms of Article 13.2(d). The decision to dismiss the President
can be taken without notice and shall not give rise to the payment of any damages.
If the President also happens to hold a contract of employment with the Company, his
dismissal shall not put an end to this contract.
	 
	 	 	 	The President may resign from his position subject to providing a six (6) months
prior notice to the Chairman of the Supervisory Board. In the event of a resignation
caused by a 2nd or 3rd class permanent invalidity pursuant to
article L341-4 of the French Social Security Code the President is entitled not to
give the aforementioned notice.
	 
	 	 	 	In addition to the circumstances of the termination of the duties of the President
as set out above, the President’s duties shall end upon his death, disability,
bankruptcy or prohibition from holding a managerial position.
	 
	 	(b)	 	The Executive Officers
	 
	 	 	 	One or more Executive Officers within the meaning of this term in article L. 227-6
of the French Commercial Code (Code de Commerce) (hereinafter the “Executive
Officers”) may be appointed by the Supervisory Board among the members of the
Executive Committee based on a recommendation of the President in accordance with
the terms of Article 13.2(d), to assist the President in performing his duties.
	 
	 	 	 	The duration of the mandate of the Executive Officers shall correspond to that of
their mandates as members of the Executive Committee.




11









 
















	 	 	 	Except in the event of Enforcement of the Pledges of Share Accounts, the Executive
Officers may however be removed at any time without cause by a decision taken by the
Supervisory Board in accordance with the terms of Article 13.2(d). The decision to
dismissal them can be taken without notice and shall not give rise to the payment of
damages.
	 
	 	 	 	An Executive Officer may resign from their position subject to providing a 3 months
prior notice to the Chairman of the Supervisory Board. In the event of a resignation
caused by a 2nd or 3rd class permanent invalidity pursuant to
article L341-4 of the French Social Security Code the Executive Officer is entitled
not to give the aforementioned notice.






	11.2	 	The powers of the President and the Executive Officers
	 
	11.2.1	 	The President and the Executive Officers shall be in charge of the management and
administration of the Company, and are assisted in these tasks by the Executive Committee,
subject to the powers and duties that are expressly attributed by law or by the By-Laws to the
Executive Committee, the Supervisory Board and the Shareholders.
	 
	11.2.2	 	The President’s powers to represent the Company
	 
	 	 	The Company shall be represented by the President in its dealings with third parties. The
President shall have the broadest powers to act in all circumstances for and on behalf of
the Company, within the limits of the Company’s object clause and subject to the powers that
the law and the By-Laws expressly attribute to the Executive Committee, to the Supervisory
Board and to the Shareholders.
	 
	 	 	In its dealings with third parties, the Company shall be bound even by those acts of the
President which do not fall within its object, unless it can prove that the third party knew
that the act exceeded this purpose or that it could not fail to know in the circumstances,
the publication of these By-Laws alone being sufficient proof of such knowledge.
	 
	 	 	The provisions of the By-Laws which limit the powers of the President shall not be
enforceable against third parties.
	 
	11.2.3	 	The Executive Officers’ powers to represent the Company
	 
	 	 	The Executive Officers shall have the same powers to represent and bind the Company in its
dealings with third parties as the President, in accordance with the terms of Article 11.2.2
above.
	 
	11.2.4	 	The other members of the Executive Committee – Lack of a power of representation
	 
	 	 	The other members of the Executive Committee who are neither the President, nor the
Executive Officers, shall not be permitted to represent the Company.
	 
	11.3	 	Compensation
	 
	 	 	The President may receive a compensation in consideration for the performance of his duties;
this compensation shall be set by a decision taken by the Supervisory Board in accordance
with the terms of Article 13.2(d), where applicable after consultation of the compensation
committee set up to that end by the Supervisory Board in accordance with Article 13.2(f).
	 
	 	 	The reasonable costs that he shall incur in the course of performing his duties shall
moreover be reimbursed by the Company on presentation of corresponding evidence.




12









 















ARTICLE
12 — THE EXECUTIVE COMMITTEE





	12.1	 	Composition of the Executive Committee — Appointment of its members
	 
	 	 	The Executive Committee is a collegial body consisting (i) of executives and senior officers
of the Group and (ii) of the President, who shall be a member of the Executive Committee as
of right.
	 
	 	 	The Executive Committee shall comprise at least two (2) members including the President.
	 
	 	 	With the exception of the President, the members of the Executive Committee, who must be
private individuals, shall be appointed by the Supervisory Board upon the President’s
recommendation after prior formal consultation of the Members of the Supervisory Board 1A
and the Members of the Supervisory Board 1B.
	 
	12.2	 	Duties and powers of the Executive Committee
	 
	 	 	The Executive Committee shall assist the President and, where applicable, the Executive
Officers appointed within the Executive Committee with the administration and the management
of the Company. To that end, it shall take decisions on any matter that is inserted onto the
agenda of its meetings by the President.
	 
	12.3	 	President
	 
	 	 	The Executive Committee shall be chaired as of right by the President.

	 
	12.4	 	Duration and termination of the duties of the members of the Executive Committee
	 
	 	 	Unless the Supervisory Board decides otherwise, the members of the Executive Committee shall
be appointed for an open-ended term. If they should be appointed for a fixed term, then
unless it is provided otherwise, their mandate shall expire pursuant to the collective
decision taken by the Shareholders in connection with the accounts for the past fiscal year
in the year during which their mandate is due to expire. They may be reappointed without
limitation.
	 
	 	 	Members of the Executive Committee (other than the President and the members of the
Executive Committee appointed as Executive Officers) may be removed at any time without
cause by a decision taken by the President after consultation of the Supervisory Board and
after prior formal consultation of the Members of the Supervisory Board 1A and the Members
of the Supervisory Board 1B. The decision to dismiss a member of the Executive Committee may
be taken without notice and shall not give rise to the payment of damages. If the member who
is removed also happens to hold a contract of employment with the Company, his dismissal
shall not put an end to this contract.
	 
	 	 	The members of the Executive Committee (other than the President) may resign from their
positions subject to providing 3 months prior notice to the President and to the Chairman of
the Supervisory Board. In the event of a resignation caused by a 2nd or
3rd class permanent invalidity pursuant to article L341-4 of the French Social
Security Code a member of the Executive Committee is entitled not to give the aforementioned
notice.
	 
	 	 	In addition to the circumstances of the termination of the duties of the members of the
Executive Committee as set out above, their duties shall end upon their death, disability,
bankruptcy or prohibition from holding a managerial position.
	 
	 	 	The termination of the duties of the President shall automatically lead to the termination
of his position as a member of the Executive Committee.




13









 
















	12.5	 	Compensation
	 
	 	 	Each of the members of the Executive Committee (other than the President) may receive a
compensation in consideration for the performance of its duties as member of the executive
committee and, if applicable, for the performance of its duties as Executive Officer. This
compensation shall be set by a decision taken by the President, subject to obtaining the
prior approval of the Supervisory Board, which shall be granted by a simple majority of the
members who are present or represented at the meeting in accordance with Article 13.3(a)(ix)
if the total amount of the compensation received by the relevant member for the performance
of his duties (as agent for the company and/or employee) within the Group exceeds 250,000
Euros per year excluding tax.
	 
	 	 	The reasonable costs that the members of the Executive Committee incur in the course of
performing their duties shall moreover be reimbursed by the Company on presentation of
corresponding evidence.
	 
	12.6	 	Decisions of the Executive Committee — Minutes






	 	(a)	 	Proceedings — Convening to attend
	 
	 	 	 	The Executive Committee shall meet as often as required in the ordinary course of
business of the Company, pursuant to being convened by its Chairman, either at the
registered office, or in any other location in France or abroad chosen by the party
who convenes the meeting.
	 
	 	 	 	The Executive Committee can also take any decision that fall within the scope of its
competence via videoconferencing or teleconferencing means (provided that these
methods feature technical characteristics that guarantee effective participation in
the meeting of the Executive Committee) or by the signature by all its members of a
unanimous deed, at the President’s discretion.
	 
	 	 	 	Save (i) in the event that the members of the Executive Committee unanimously
renounce this or are all present or represented at the meeting or (ii) in case of an
emergency, the Executive Committee may only take decisions if it has been convened
at least one (1) business day in advance; the convening to attend meetings of the
Executive Committee may be sent out by any means, such as by way of fax or e-mail.
	 
	 	(b)	 	Agenda
	 
	 	 	 	The agenda of each meeting must be disclosed to the members of the Executive
Committee together with the summonses to attend that meeting.
	 
	 	(c)	 	Presidency of the meetings
	 
	 	 	 	The meetings of the Executive Committee shall be chaired by the President.
	 
	 	(d)	 	Quorum – Participation
	 
	 	 	 	In order for its decisions to be valid, the participation of at least half of the
members of the Executive Committee shall be required. If the Executive Committee
comprises two members, both must be present.
	 
	 	 	 	Members of the Executive Committee may take part in the meetings of the Executive
Committee either by being physically present or by way of videoconferencing or
teleconferencing, or by arranging to be represented by any other member of the
Executive Committee or any other person to whom they shall have given a power of
attorney. In case




14









 










	 	 	 	of a consultation by way of a unanimous deed, members shall be deemed to have taken
part upon signing the deed.






	 	(e)	 	Majority
	 
	 	 	 	Subject to what is provided below, the decisions of the Executive Committee shall be
taken by a simple majority of the members who are present or represented at the
meeting. For the purposes of the calculation of the majority at meetings of the
Executive Committee, the members of the Board who are taking part in the meeting via
videoconferencing or teleconferencing shall be deemed to be present (provided that
these methods feature technical characteristics that guarantee effective
participation in the meeting of the Executive Committee).
	 
	 	 	 	In case of a hung ballot, the President shall have the casting vote.
	 
	 	(f)	 	Minutes
	 
	 	 	 	The decisions of the Executive Committee shall be witnessed by minutes which shall
list the names of the members who took part in the meeting and shall be signed by
the President and by another member, or should the President be unable to do so, by
two members of the Executive Committee. The minutes shall be kept in a register held
at the registered office. Copies or excerpts of these minutes shall be validly
certified by the President, by the Executive Officers or by an attorney-in-fact who
is duly empowered to do so.





ARTICLE
13 — THE SUPERVISORY BOARD





	13.1	 	Composition of the Supervisory Board — Appointment of its members
	 
	 	 	The Supervisory Board shall consist of nine (9) members who shall be appointed in accordance
with the provisions of Article 9.2.3(a), save in case of Enforcement of the Pledges of the
Share Accounts and application of Appendix B.
	 
	 	 	The members of the Supervisory Board may be natural or legal entities and need not be
Shareholders of the Company. The President can be appointed as a member of the Supervisory
Board.
	 
	 	 	Legal entities which are appointed to the Supervisory Board must appoint a permanent
representative who shall be subject to the same terms and conditions and obligations as
though he were a member of the Supervisory Board in his own right.
	 
	 	 	Whenever a legal entity revokes the mandate of its permanent representative, it must
simultaneously appoint a replacement. The same shall apply in case of the death or
resignation of the permanent representative.
	 
	13.2	 	Duties and powers of the Supervisory Board






	 	(a)	 	Permanent monitoring
	 
	 	 	 	The Supervisory Board shall be in charge of permanently monitoring the management of
the Company by the President and the Executive Officers and the Executive Committee.
	 
	 	 	 	The Supervisory Board shall moreover have the power to grant the authorizations
stipulated by Article 13.3 to the President, to the Executive Officers and to the
Executive Committee.




15









 
















	 	(b)	 	Verification and right of access
	 
	 	 	 	The Supervisory Board shall perform and may commission any third party of its
choosing to perform the checks and verifications that it sees fit at all times of
the year; the Supervisory Board can obtain disclosure of all the documents that it
considers to be useful to the performance of its duties; the President, the
Executive Officers and the Executive Committee shall be barred from refusing to
comply with its requests or from hindering its work in any way; they shall have a
duty to assist the Supervisory Board to that end.
	 
	 	(c)	 	Information — Report — Accounts
	 
	 	 	 	The President and the Executive Committee shall give each member of the Supervisory
Board all information to which he has a right to pursuant to and within the time
frame provided in the Main Shareholders’ Agreement.
	 
	 	 	 	Within four (4) months following the end of each fiscal year, the President or the
Executive Committee must disclose to the Supervisory Board the accounts of the
Company for that year (balance sheet, profit & loss account, note to the accounts)
and the consolidated accounts if there are any, for purposes of verification and
checking.
	 
	 	 	 	The Supervisory Board shall be entitled to receive all the reports originating from
the President, the Executive Committee and the statutory auditors that are destined
to the Shareholders. Should the Supervisory Board have any comments to make on the
report of the President, it shall present such comments to the Shareholders before
they take a collective decision in connection with the approval of the accounts.
	 
	 	(d)	 	Appointments, dismissals and remuneration
	 
	 	 	 	The Supervisory Board, acting on the decision of a simple majority of its members
who are present or represented at a meeting that is validly convened, shall have the
power:






	 	(i)	 	to appoint and renew the mandate of the President;
	 
	 	(ii)	 	to appoint and, where applicable, renew the members of the
Executive Committee upon the President’s proposal;
	 
	 	(iii)	 	to set the remuneration of the President; and
	 
	 	(iv)	 	to dismiss the Executive Officers in accordance with the terms
of Article 11.1(b).






	 	 	 	The Supervisory Board, acting on the decision of a majority of two thirds of the
members who are present or represented at any of its meetings, shall alone be
competent to dismiss the President, in accordance with the terms of Article 11.1(a),
and the President shall not take part in the ballot over his dismissal should he be
a member of the Supervisory Board.
	 
	 	(e)	 	Consultation of the Shareholders by a member of the Supervisory Board
	 
	 	 	 	The Supervisory Board may submit its comments on the management of the Company by
the President and the Executive Committee to the Shareholders; the Supervisory Board
may also submit its comments on any proposal that is submitted to the Shareholders
by the President or by the Executive Committee. At any time, a member of the
Supervisory Board may take the initiative to consult the Shareholders collectively
over any matter that falls within the scope of its competence. In that case, the
member of the Supervisory Board shall draw up the draft resolutions and the reports
to be submitted to the Shareholders.
	 
	 	(f)	 	Creation of committees




16









 

















	 	 	 	The Supervisory Board may decide, by a simple majority of the members present or
represented during a meeting which has been validly convened, to set up committees
whose composition and powers it shall set and which operate under its
responsibility, provided that such powers shall not be designed to delegate to a
committee the powers that are attributed to the Supervisory Board itself by the
By-Laws, nor to reduce or to limit the powers of the President or the Executive
Committee.
	 
	 	 	 	These committees shall have a purely consultative role without any decision making
powers and shall comprise of members of the Supervisory Board only. Each class of
Shares which has the right to appoint a member of the Supervisory Board shall have
the right to be represented at these committees.
	 
	 	 	 	The members of the Supervisory Board shall not be entitled to any compensation for
their duties in these committees.
	 
	 	 	 	The committee members shall be appointed for an open-ended term. They may be removed
at any time without cause by a simple majority decision of the members of the
Supervisory Board who are present or represented. The decision may be taken without
giving any prior notice and may not give rise to any damages.
	 
	 	 	 	Members of the Supervisory Board who are part of a committee may resign from their
duties within such committee provided they give one (1) month notice.
	 
	 	 	 	Any member of a committee who should cease to be a member of the Supervisory Board
shall be deemed to have resigned effective immediately from his duties within any
committee set-up by the Supervisory Board.
	 
	 	(g)	 	Expulsion
	 
	 	 	 	The Supervisory Board, acting on the decision of a simple majority of the members
who are present or represented at a meeting that is validly convened, shall have the
power to expel a Shareholder as part of an Expulsion Procedure in accordance with
the terms of Article 10.2.
	 
	 	(h)	 	Agreed Restructuring Plan






	 	(i)	 	Negotiation of an Agreed Restructuring Plan
	 
	 	 	 	The negotiations of an Agreed Restructuring Plan with the Senior Lenders can
be initiated either by one or more of the 1A Members, or by one or more of
the 1B Members, or by one or more of the 1C Members (hereinafter the
“Initiating Members”) bearing in mind that the Members of the Supervisory
Board 1A, the Members of the Supervisory Board 1B or the Members of the
Supervisory Board 1C shall lose their right to initiate negotiations with
the Banks if the number of members is less than two (2) within their
Supervisory Board.
	 
	 	 	 	After the opening of the negotiations with the Senior Lenders, the
Initiating Members must keep the other members of the Supervisory Board
regularly informed of the terms and conditions of the Agreed Restructuring
Plan that is proposed to the Senior Lenders.
	 
	 	(ii)	 	Approval and implementation of an Agreed Restructuring Plan
	 
	 	 	 	In the event of an Agreed Restructuring Plan and notwithstanding any
provisions of the By-Laws to the contrary and, in particular, Articles 13.3
and 14 thereof:




17









 
















	 	(x)	 	during the four (4) months as from the
occurrence of a Triggering Event, all the decisions of the Supervisory
Board which are necessary for the purposes of the approval or the
implementation of the Agreed Restructuring Plan shall be validly taken
by a majority of two thirds of its Members who are present or
represented at a duly convened meeting of the Supervisory Board;
	 
	 	(y)	 	If the Agreed Restructuring Plan has not been
approved by a majority of two thirds of the Members of the Supervisory
Board as set out in the foregoing paragraph during the four (4) months
as from the occurrence of a Triggering Event, all the decisions of the
Supervisory Board which are necessary for the purposes of the approval
or the implementation of the Agreed Restructuring Plan shall be validly
taken, after the expiry of the four (4) month-period as from the
occurrence of a Triggering Event, by a majority of one third of its
Members who are present or represented at a duly convened meeting of
the Supervisory Board;
	 
	 	(z)	 	all the collective decisions taken by the
Shareholders which are necessary for the purposes of the approval or
the implementation of the Agreed Restructuring Plan shall be taken by a
majority of one third of the voting rights of the Shareholders who are
present or represented,






	 	 	 	bearing in mind, for the avoidance of doubt, that in case of an Agreed
Restructuring Plan, the provisions of sections (x) and (y) above shall
apply, among other things, to the decisions stipulated by Articles
13.3(a)(iii), 13.3(a)(xv), 13.3(a)(xviii), 13.3(c)(i) and 13.3(c)(iv) to
(vii).
	 
	 	 	 	As an exception to the foregoing, the provisions of sections (x) and (y)
above shall not be applicable:






	 	-	 	to the decisions described in Articles
13.3(b)(v) and 13.3(b)(vi) which shall remain in any event subject to
the terms and conditions of Article 13.3(b), in particular, the
majority rules; and
	 
	 	-	 	to the decisions described in Article 13.2(d)
concerning the dismissal of the President which shall remain in any
event subject to the terms and conditions of the last section of
Article 13.2(d), in particular, the majority rules.






	13.3	 	Acts that are subject to the prior consent of the Supervisory Board






	 	(a)	 	Prior consent of the Supervisory Board granted by a simple majority
	 
	 	 	 	For internal purposes, and except in case of Enforcement of the Pledges of the Share
Accounts or for any decisions validly authorised prior to the Completion Date by a
company of the Group, the decisions that are listed below concerning the Company or
the Group may only be validly taken by the President, the Executive Officers, the
Executive Committee or the Shareholders acting collectively after prior consent of
the Supervisory Board by the affirmative vote of a simple majority of its members
who are present or represented at a duly convened meeting:






	 	(i)	 	the approval or the modification of the annual budget prepared
on a consolidated basis and the modification of the business plan prepared on a
consolidated basis, as well as any strategic decision which is not consistent
with them;




18









 
















	 	(ii)	 	the approval or the modification of the annual general rules
governing the cash investment practices (hereinafter the “Investment Rules”);
	 
	 	(iii)	 	the investment in, the acquisition or the disposal (including
through the creation or exercising of options) by one of the companies of the
Group, of Shares or other Securities or fixed or tangibles assets in excess of
an individual amount of 300,000 euros or in excess or an aggregate annual
amount of 1,000,000 euros (unless already approved in the annual budget or in
the Investment Rules);
	 
	 	(iv)	 	any decision relating to the shareholdings held by a company of
the Group in a company of the Group, other than GS Financière, Gras Savoye &
Cie and Gras Savoye SA, including, without limitation, any transfer or granting
or any security interests, for an individual amount in excess of 300,000 euros
or for an aggregate annual amount in excess of 1,000,000 euros (unless already
approved in the annual budget);
	 
	 	(v)	 	any decision involving immediately or in the future, an
investment or commitment to be undertaken by one of the companies of the Group
for an individual amount in excess of 300,000 euros or for an aggregate annual
amount in excess of 1,000,000 euros (unless already approved in the annual
budget or the Investment Rules);
	 
	 	(vi)	 	the conclusion, material modification or termination of any
significant modification commercial agreements outside the ordinary course of
business and generating an income or expense in excess of 1,000,000 euros
(unless already approved in the annual budget);
	 
	 	(vii)	 	the approval of the issuance and allocation by any company of
the Group of an employee incentive plan or of a stock options plan to subscribe
to or purchase shares;
	 
	 	(viii)	 	any decision to appoint, renew or dismiss a director of the Group whose
non-consolidated turnover is greater than 15,000,000 euros;
	 
	 	(ix)	 	any decision to recruit, appoint, remove and set the terms of
the remuneration of an employee of a company of the Group with an individual
annual gross remuneration in excess of 250,000 euros;
	 
	 	(x)	 	the appointment and/or renewal of the statutory auditors of any
company of the Group which generates an annual unconsolidated turnover in
excess of 10,000,000 euros;
	 
	 	(xi)	 	any material change of the accounting methods that does not
directly result from a change in the applicable laws or regulations;
	 
	 	(xii)	 	the approval of the annual accounts of the Company, GS
Financière, Gras Savoye & Cie and Gras Savoye SA, and the allocation of
profits;
	 
	 	(xiii)	 	any distribution of dividends or any distribution of funds drawn from a
reserve fund, such as in the form of an advance on dividends, by the Company,
by GS Financière, by Gras Savoye & Cie or by Gras Savoye SA;
	 
	 	(xiv)	 	the initiation of any litigation proceedings, the signature of
any settlement of an uninsured dispute that involves any of the companies of
the Group in relation to an amount at stake in excess of 1,000,000 euros per
settlement (unless the payment




19









 










	 	 	 	of such amount has already been taken into consideration as part of the
annual budget);






	 	(xv)	 	any granting of a real or personal security interest (other
than guarantees (a) granted in the ordinary course of business in accordance
with the uniform acts of OHADA, (b) in accordance with the statutory and
regulatory provisions that are applicable to the insurance brokerage activities
and (c) more generally, granted in the ordinary course of business) in favour
of any person as security for obligation(s) of an individual amount in excess
of 300,000 euros or an aggregate annual amount in excess of 1,000,000 euros;
	 
	 	(xvi)	 	the exercise of the Correduria Put (this term shall have the
meaning given to it in the Main Shareholders’ Agreement)
	 
	 	(xvii)	 	the conclusion, modification or termination of any arrangement or agreement
within the scope of articles L. 225-38 et seq. and of L. 227-10 et seq. of the
French Commercial Code (Code de Commerce) between the Company, GS Financière,
Gras Savoye & Cie or Gras Savoye SA, on the one hand, and any private
individual or legal entity, or any company of the Group, or any entity referred
to by these legal provisions, on the other hand, including any agreement (a)
which directly or indirectly involves (as per the meaning of this term in
articles L. 225-38 et seq. and L. 227-10 et seq. of the French Commercial Code
(Code de Commerce)) a Shareholder, one of its Affiliates, a Lucas Shareholder
or a Gras Shareholder and (b) which is not entered into at arms’ length,
bearing in mind that any Members of the Supervisory Board who are involved or
who are appointed by collective decisions taken by Shareholders who are
involved shall refrain from voting for and that their votes shall not taken
into consideration for the purposes of the calculation of the quorum and of the
majority;
	 
	 	(xviii)	 	any creation, allocation or issue of Shares by the Company, GS Financière,
Gras Savoye & Cie or Gras Savoye SA other than those that are authorized in
accordance with Article 13.3(b)(v).






	 	(b)	 	Prior consent of the Supervisory Board granted by the affirmative vote of a
majority of 7/9ths
	 
	 	 	 	For internal purposes, and except in case of Enforcement of the Pledges of the Share
Accounts or decisions which are validly authorised by a company of the Group prior
to the Completion Date, the decisions that are listed below concerning the Company
or the Group may only be validly taken by the President, the Executive Officers, the
Executive Committee or the Shareholders acting collectively after prior consent of
the Supervisory Board by the affirmative vote of a majority of seven ninths (7/9) of
its members who are present or represented at a duly convened meeting:






	 	(i)	 	any Transfer as a result of which the Company would hold less
than 95% of the share capital or voting rights of GS Financière (this
percentage being calculated after the eventual exercise of any securities
giving access to the share capital of GS Financière);
	 
	 	(ii)	 	any Transfer as a result of which GS Financière would hold less
than 95% of the share capital or voting rights of Gras Savoye & Cie (this
percentage being calculated after the eventual exercise of any securities
giving access to the share capital of Gras Savoye & Cie);




20









 
















	 	(iii)	 	any Transfer as a result of which Gras Savoye & Cie would hold
less than 95% of the share capital or voting rights of Gras Savoye SA (this
percentage being calculated after the eventual exercise of any securities
giving access to the share capital of Gras Savoye SA);
	 
	 	(iv)	 	any decision involving immediately or in the future an
amendment to the By-Laws of the Company, of GS Financière, Gras Savoye & Cie or
Gras Savoye SA, other than of a modification resulting from an issuance of
Securities or a transfer of registered office;
	 
	 	(v)	 	any issue of Securities by the Company which would enable a
third party (other than a Shareholder) to subscribe to its Securities, except
for any issuance (x) pursuant to a stock option plan, (y) upon conversion or
exercise of any existing Securities, and (z) in connection with an IPO;
	 
	 	(vi)	 	any issue of Securities by GS Financière, Gras Savoye & Cie or
Gras Savoye SA enabling a third party (other than a company of the Group) to
subscribe to its Securities except for any issue (x) pursuant to a stock option
plan, (y) upon conversion or exercise of any existing Securities
	 
	 	(vii)	 	any decision concerning an IPO or any public offering of
Securities issued by one of the companies of the Group, as well as any action
required to be taken by such company in relation thereto, including the
appointment of the listing advisers, the financial advisers and underwriters;
and
	 
	 	(viii)	 	any of the decisions that are mentioned in Article 13.3(a) if all the 1C
Shares have been sold to the holders of the 1A Shares and/or the holders of 1B
Shares.






	 	(c)	 	Prior consent of the Supervisory Board requiring the approval by a majority of
the 1B Members (of the Supervisory Board)
	 
	 	 	 	For internal purposes, and except for the decisions validly authorised prior to the
Completion Date by a company of the Group, the decisions that are listed below
concerning the Company or the Group may only be validly taken by the Supervisory
Board after prior consent of the 1B Members (of the Supervisory Board) by the
affirmative vote of a majority of the 1B Members (of the Supervisory Board) who are
present or represented at a meeting, without prejudice to the terms governing the
majority required for authorizations by the Supervisory Board in accordance with
Articles 13.3(a) and (b):






	 	(i)	 	any investment, acquisition or disposal (including through
creation or exercise of stock options) by one of the companies of the Group, of
Shares or other Securities or of any fixed or tangible for an individual amount
in excess of 1,000,000 euros;
	 
	 	(ii)	 	any decision, involving immediately or in the future, any
investment or commitment to be undertaken by any company of the Group for an
amount in excess of 1,000,000 euros;
	 
	 	(iii)	 	any decision which would require the prior consent of the
lenders under one of the Financing Contracts or which, failing such prior
consent, would constitute an event of default under the Financing Contracts;
	 
	 	(iv)	 	any decision by a company of the Group to subscribe to any new
indebtedness or to modify an existing indebtedness, resulting in the incurring
of a new indebtedness for a principal amount in excess of 1,000,000 euros;




21









 
















	 	(v)	 	the prepayment by any company of the Group of any indebtedness
for a principal amount in excess of 1,000,000 euros;
	 
	 	(vi)	 	the granting by any company of the Group of any loan for a
principal amount in excess of 1,000,000 euros to an entity other than a Group’s
company;
	 
	 	(vii)	 	any significant modification to the terms and conditions of
any banking borrowing for a principal amount in excess of 1,000,000 euros and
which was taken out by one of the companies of the Group;
	 
	 	(viii)	 	the redemption or repurchase by the Company, Gras Savoye & Cie or Gras Savoye
SA of their Securities, subject to any redemptions and repurchases that are
authorized (a) as part of any stock options plans to subscribe to or purchase
shares or (b) resulting from existing arrangements or agreements in full force
and effect on the Completion Date;
	 
	 	(ix)	 	the approval of the issuance of any stock options plan to
subscribe to or purchase shares by one of the companies of the Group;
	 
	 	(x)	 	any significant change to a Group company’s business, including
by engaging in a new business other than in relation insurance and risk
prevention, and any termination of a significant activity of the Group; and
	 
	 	(xi)	 	any material change in the strategy of the Group.






	 	(d)	 	Prior authorization of the Supervisory Board granted unanimously by its members
	 
	 	 	 	For internal purposes, and except in case of enforcement of the Pledges of the Share
Accounts and decisions validly authorised prior to the Completion Date by a company
of the Group, the decisions that are listed below concerning the Company or the
Group may only be validly taken after prior unanimous consent of the members of the
Supervisory Board present or represented :






	 	(i)	 	any decision to discontinue the activities, wind up or
liquidate the Company, GS Financière, Gras Savoye & Cie or Gras Savoye SA;
	 
	 	(ii)	 	any release of the non-transferability of the Securities set
forth in the Shareholders’ Agreements prior to the expiry of the period of the
Standstill Period; and
	 
	 	(iii)	 	if the number of the 1C Members and 1D Members falls below
three (3) in aggregate:






	 	-	 	any Transfer as a result of which the Company
would hold less than 95% of the share capital or voting rights of GS
Financière (this percentage being calculated after the eventual
exercise of any securities giving access to the share capital of GS
Financière);
	 
	 	-	 	any Transfer as a result of which GS Financière
would hold less than 95% of the share capital or voting rights of Gras
Savoye & Cie (this percentage being calculated after the eventual
exercise of any securities giving access to the share capital of Gras
Savoye & Cie);
	 
	 	-	 	any Transfer as a result of which Gras Savoye &
Cie would hold less than 95% of the share capital or voting rights of
Gras Savoye SA (this




22









 










	 	 	 	percentage being calculated after the eventual exercise of any
securities giving access to the share capital of Gras Savoye SA);






	 	-	 	any issuance of Securities by GS Financière, by
GS & Cie or by GS SA which would enable a third party (other than a
company of the Group) to subscribe for their Securities, with the
exception of Securities issued as part of an external growth operation
which does not result in a change of control over GS Financière, GS &
Cie or GS SA.






	 	(e)	 	Duty to inform the Supervisory Board in hindsight
	 
	 	 	 	Should any of the decisions listed in Articles 13.3(a), (b) or (c) be completed or
implemented after the Completion Date as a result of a commitment validly approved
by one of the companies of the Group prior to that date, the Supervisory Board shall
be informed of this completion or implementation by the President, the members of
the Executive Committee of the Company or the duly appointed representatives of one
of the companies of the Group within one (1) month.






	13.4	 	Duration and termination of the duties of the Members of the Supervisory Board
	 
	 	 	Except in case of a collective decision to the contrary taken by the Shareholders who
appointed them, the members of the Supervisory Board shall be appointed in accordance with
Article 9.2.3(a) for an undetermined term. If they are appointed for a fixed term, then
unless it is provided otherwise, their mandates shall expire pursuant to the collective
decision taken by the shareholders in connection with the approval of the accounts for the
past fiscal year in the year during which the mandates of the members of the Supervisory
Board are due to expire. They may be reappointed without limitation.
	 
	 	 	The 1A, 1B, 1C and 1D Members of the Supervisory Board can be removed at any time without
cause by a collective decision taken respectively by the 1A, 1B, 1C and 1D Shareholders. The
decision to remove these members can be taken without notice and shall not give rise to the
payment of damages.
	 
	 	 	In addition to the circumstances of the termination of the duties of the members of the
Supervisory Board as set out above, their duties shall end upon their death, bankruptcy,
resignation or dismissal.
	 
	 	 	The termination of the duties of the Chairman of the Supervisory Board, as member of the
Supervisory Board, shall automatically lead to the termination of his term as Chairman of
the Supervisory Board.
	 
	13.5	 	The Chairman of the Supervisory Board
	 
	 	 	If the President of the Company is a member of the Supervisory Board, he shall automatically
be designated as Chairman of the Supervisory Board.
	 
	 	 	Failing this, the members of the Supervisory Board shall appoint among themselves a Chairman
who shall be a private individual. In that case, the duration of the mandate of the Chairman
of the Supervisory Board shall be identical to that of his mandate as a member of the
Supervisory Board. The mandate of the Chairman shall be renewable without limitation.
	 
	 	 	The Chairman of the Supervisory Board shall be in charge of conducting the meetings of the
Supervisory Board.




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	13.6	 	Compensation
	 
	 	 	The members of the Supervisory Board shall not receive any compensation in consideration for
the performance of their duties. However, the reasonable costs that they incur in the course
of performing their duties shall be reimbursed by the Company on presentation of
corresponding evidence.
	 
	13.7	 	Decisions of the Supervisory Board — Minutes






	 	(a)	 	Meetings — Notice to attend
	 
	 	 	 	The Supervisory Board may be convened by the President of the Company or by one of
its members or, in the event of Enforcement of the Pledges of the Share Accounts by
any Beneficiary and shall meet as often as is required by the interests of the
company and, unless its members agree otherwise, at least ten (10) times per year.
	 
	 	 	 	Except in the event (i) that the members of the Supervisory Board unanimously agree
to waive this or are all present or represented or (ii) in case of Enforcement of
the Pledges of the Share Accounts, the Supervisory Board may only take decisions if
it has been convened preferably at least ten (10) business days in advance and in
any case at least six (6) business days prior to the meeting, the notice to attend
to include the agenda, it being understood that this meeting may be convened by all
means ensuring effective receipt and awareness of such notice to attend by its
intended recipient, such as by way of e-mail.
	 
	 	 	 	Should the President not be a member of the Supervisory Board, he may nevertheless
attend its meetings, without the right to vote, when this is pertinent in light of
the agenda.
	 
	 	 	 	The other members of the Executive Committee may take part in the meetings of the
Supervisory Board upon notice to attend sent by the Chairman of the Supervisory
Board.
	 
	 	(b)	 	Agenda
	 
	 	 	 	The agenda of a meeting of the Supervisory Board shall be set by the person who
convenes the meeting. The Supervisory Board can validly take decisions on topics
that do not feature on the agenda if all the members are present or represented when
the decision is taken.
	 
	 	(c)	 	Presidency of the meetings
	 
	 	 	 	The meetings of the Supervisory Board shall be controlled by the Chairman of the
Supervisory Board or, failing this, by a member of the Supervisory Board chosen by
the Board at the start of the meeting.




24









 
















	 	(d)	 	Quorum — Participation
	 
	 	 	 	The first time a meeting of the Supervisory Board is convened, except in case of
Enforcement of the Pledges of the Share Accounts, at least one 1A Member, one 1B
Member, and, if applicable, a member of any new class of members created pursuant to
Appendix B and, at least one 1C Member or one 1D Member shall be present or
represented in order for the Supervisory Board to be able to validly take decisions;
the second time the meeting is convened, the Supervisory Board can take decisions
whatever the number and status of the members taking part, subject to the decisions
that must be taken unanimously in accordance with the provisions of Article 13.3(d)
and which require the participation of all the members of the Supervisory Board.
	 
	 	 	 	Members of the Supervisory Board may take part in the meetings of the Supervisory
Board either by being physically present or by way of videoconferencing or
teleconferencing, or by arranging to be represented by any other person to whom they
shall have granted a suitable power of attorney, be they or not a member of the
Supervisory Board so long as such person does not have a conflict of interest with a
company of the Group or a Shareholder. In case of a consultation by way of a
unanimous deed, members shall be deemed to have taken part in the consultation upon
signing the deed.
	 
	 	(e)	 	Language of the proceedings
	 
	 	 	 	The proceedings of the Supervisory Board shall be held in French.
	 
	 	 	 	As an exception to the foregoing, if one of the members of the Supervisory Board is
not a French-speaker, the meetings shall be held in English. In that case, the
members who are not French-speakers can be assisted during the meetings by any
individual of their choice provided that:






	 	-	 	the Chairman of the Supervisory Board shall be informed of the
identity of this individual at least three (3) business days before the meeting
of the Supervisory Board;
	 
	 	-	 	this individual shall have no conflict of interests with one of
the companies of the Group or a Shareholders;
	 
	 	-	 	this individual shall only act as a translator; and
	 
	 	-	 	this individual shall be subject to the same confidentiality
duties as the other members of the Supervisory Board.






	 	(f)	 	Majority
	 
	 	 	 	Except in those cases where the By-Laws provide for a qualified majority, such as in
Articles 13.2(d) (removal of the President), 13.3(b) and 13.3(c), and except in case
of Enforcement of the Pledges of the Share Accounts, the decisions of the
Supervisory Board shall be taken by a simple majority of the votes of the members
who are present or represented at its meetings.
	 
	 	 	 	In case of a hung ballot, the session chairman shall not have the casting vote.




25









 
















	 	(g)	 	Minutes — Register
	 
	 	 	 	At each meeting of the Supervisory Board, an attendance sheet and minutes of all the
decisions taken by the Supervisory Board shall be drawn up.
	 
	 	 	 	The minutes must be drawn up by a secretary chosen by the Supervisory Board at the
start of the session or, failing this, by the chairman of the meeting.
	 
	 	 	 	The Minutes shall be drawn up in French and shall be accompanied by a translation in
English if one of the members of the Supervisory Board does not speak French. They
shall be kept in a register at the registered office and signed by (i) a 1A Member
present or represented at the relevant meeting if at least one 1A Member was present
or represented at this meeting, (ii) a 1B Member present or represented at the
relevant meeting if at least one 1B Member was present or represented at this
meeting, (iii) if applicable, a member of any new class of members created pursuant
to Appendix B present or represented at the relevant meeting if at least one of them
was present or represented at this meeting and (iv) either a 1C Member present or
represented at the relevant meeting or a 1D Member present or represented at the
relevant meeting if at least one 1C Member or one 1 D Member was present or
represented at the meeting.
	 
	 	 	 	Copies or excerpts of these minutes shall be validly certified by the
President, by the Chairman of the Supervisory Board, by the Executive Officers or by
an agent who is duly empowered to do so.






	13.8	 	Observers






	 	(a)	 	The Supervisory Board at a simple majority of its members present or
represented may appoint one or more observers who shall be convened to the meetings of
the Supervisory Board without voting rights.
	 
	 	 	 	The observers shall be convened to the meetings of the Supervisory Board in the same
way as the members of the members of the Supervisory Board. They shall be entitled
to receive the same information as the members of the Supervisory Board from the
President or the Executive Committee.
	 
	 	(b)	 	The observers may be removed at any time without cause by a decision of the
Supervisory Board taken at a simple majority by the members present or represented. The
decision to remove an observer may be taken without giving prior notice and shall not
give rise to damages.
	 
	 	(c)	 	The observers shall be bound by an obligation of discretion and
confidentiality.
	 
	 	(d)	 	The observers shall not receive any compensation in consideration for the
performance of their duties. However, the reasonable costs that they shall incur in the
course of performing their duties shall be reimbursed by the Company on presentation of
corresponding evidence.






	13.9	 	Applicable rules in the event of Enforcement of the Pledges of Share Accounts




In the event of Enforcement of the Pledges of Share Accounts, the applicable rules of procedure for
the different bodies shall automatically and as of right be amended as follows. However, the
non-contradicting provisions of Articles 11 to 13.8 shall continue to apply:





	 	(a)	 	As an exception to the provisions of Articles 11.1(a) and 13.2(d), the removal
of the President shall occur by a decision of the Supervisory Board taken at a simple
majority of




26









 










	 	 	 	its members who are present or represented (the President shall not take part in the
vote if his is a member of the Supervisory Board);






	 	(b)	 	As an exception to the provisions of Articles 12.1 and 12.4 the members of the
Executive Committee shall be appointed and removed by a decision of the Supervisory
Board taken at a simple majority of its members who are present or represented without
it being necessary to obtain the consent or opinion of the Shareholders;
	 
	 	(c)	 	As an exception to the provisions of Articles 9.2.3(a), 13.1 and 13.4 the
members of the Supervisory Board shall be appointed and removed by a collective
decision of the Shareholders taken by a simple majority of the Shareholders who are
present or represented; all the Shares shall have the same voting rights, except for
Shares 4 and Shares 2 and 3 which are not held by the Beneficiaries (as defined in
article 9.2.4(b)(i) above);
	 
	 	(d)	 	As an exception to paragraphs (a), (b), (c) and (d) of Article 13.3 all
decisions which are within the powers of the Supervisory Board shall be taken at a
simple majority of the its members who are present or represented;
	 
	 	(e)	 	As an exception to the provisions of Article 13.7(d), at the first convened
meeting, the participation of at lease half of the members of the Supervisory Board is
required to validly make decisions and, at the second convened meeting, the Supervisory
Board shall take decisions whichever the number or position of the members who are
present;
	 
	 	(f)	 	As an exception to the provisions of Article 13.7(f), the decisions of the
Supervisory Board shall be made at the majority of the members who are present or
represented.
	 
	 	(g)	 	As an exception to the provisions of Article 13.7(g), the minutes of decisions
of the Supervisory Board shall be signed by the president and a member of the
Supervisory Board.




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HEADING IV

COLLECTIVE DECISIONS TAKEN BY THE SHAREHOLDERS



ARTICLE 14 — COLLECTIVE DECISIONS TAKEN BY THE SHAREHOLDERS





	14.1	 	Decisions that fall within the scope of the powers of the shareholders
	 
	14.1.1	 	In accordance with article L. 227-19 of the French Commercial Code (Code de Commerce), the
decisions stipulated by articles L. 227-13, L. 227-14, L. 227-16 and L. 227-17 of the French
Commercial Code (Code de Commerce) can only be adopted or modified by a unanimous decision
taken by the Shareholders.
	 
	14.1.2	 	Except in the event of Enforcement of the Pledge of Share Accounts (in which case the
decisions provided for in this Article 14.1.2 shall be adopted according to the majority rules
set forth in Article 14.1.3) the following decisions must be approved by a decision taken by a
majority of four fifths (4/5) of the voting rights attached to the Shares of the Shareholders
who are present or represented:






	 	(a)	 	transformation of Company;
	 
	 	(b)	 	winding up the Company;
	 
	 	(c)	 	mergers, de-mergers, partial takeovers governed by the rules applicable to
mergers and acquisitions, and
	 
	 	(d)	 	in general, any decision that involves an amendment to the By-Laws other than
those that are mentioned in Articles 4, 14.1.1, 14.1.3(a) and 9.2.5 at the end (in
fine).






	14.1.3	 	The following decisions must be approved by a decision taken by a simply majority of the
voting rights attached to the Shares of the Shareholders who are present or represented:






	 	(a)	 	any increase, decrease or amortization the share capital and the issuance any
securities which may provide access, whether immediately or at some point in the
future, to the share capital or to the voting rights of the Company;
	 
	 	(b)	 	appointment of the statutory auditors;
	 
	 	(c)	 	approbation of the annual accounts and, where applicable, the consolidated
accounts of the Company and the allocation of its profits;
	 
	 	(d)	 	any payment of dividends or any other distribution;
	 
	 	(e)	 	any affiliation to any grouping or entity which may lead to open-ended joint
and several liability for the Company;
	 
	 	(f)	 	approbation of any regulated agreements mentioned in Article 18;
	 
	 	(g)	 	appointment of the receiver(s) and all decisions concerning the liquidation of
the Company; and
	 
	 	(h)	 	transfer of the registered office subject to the provisions of Article 4.






The Shareholders may also take decisions on any other matter that falls within the scope of
their powers or that is submitted to them, in accordance with the By-Laws.





28









 
















	14.2	 	Method used to consult the Shareholders and periodicity of consultation
	 
	 	 	The Shareholders shall be consulted at the initiative (i) of the President, (ii) of a member
of the Supervisory Board (iii) of the statutory auditors, or (iv) in the event of
Enforcement of the Pledges of the Share Accounts, by any Beneficiary.
	 
	 	 	Collective decisions shall be taken, at the discretion of the person who initiates the
consultation, either at a general meeting of the Shareholders (hereinafter the
“Shareholders’ Meeting”), or by the Shareholders signing written resolutions or a deed
delivered under private seal (acte sous seing privé).
	 
	 	 	The statutory auditors shall be convened to the Shareholders’ Meetings and shall be
informed, at the same time as the Shareholders, of the holding of any Shareholders’ Meetings
or use of any other methods to consult the Shareholders.
	 
	 	 	The Shareholders must take a collective decision at least once a year, within six (6) months
following the end of the fiscal year, to approve the accounts for that fiscal year.
	 
	 	 	All other collective decisions may be taken at any point in time during the year.
	 
	14.3	 	Terms governing the holding of the Shareholders’ Meetings






	 	(a)	 	Notice to attend
	 
	 	 	 	The Shareholders shall be convened to a Shareholders’ Meeting by any written means
(including by means of a letter sent by regular post, by facsimile or by e-mail) ten
(10) business days in advance, with an indication of the date, the time, the place
and the agenda of the Shareholders’ Meeting. The Shareholders’ Meeting may meet
spontaneously if all the shareholders are present or represented, in which case the
agenda of this meeting shall be set jointly by the shareholders.
	 
	 	 	 	At the same time as the summons, and unless the Shareholders renounce this, all the
documents that are required to take an informed decision shall be sent to or placed
at the disposal of the Shareholders.
	 
	 	 	 	In the event of Enforcement of the Pledges of the Share Accounts a Shareholders
Meeting may be convened without further delay.
	 
	 	 	 	The Shareholders’ Meetings shall be held at the registered office of the Company or
at any other location that is stipulated in the notice to attend.
	 
	 	 	 	The Shareholders’ Meetings shall be controlled by the person at whose initiative
they are convened, when such person is the President or the Chairman of the
Supervisory Board. Failing this, the meeting shall appoint its own chairman.
	 
	 	(b)	 	Quorum
	 
	 	 	 	A Shareholders’ Meeting may only be held if Shareholders who have at least half of
the voting rights are present or represented.
	 
	 	(c)	 	Majority — Representation
	 
	 	 	 	Collective decisions taken by the Shareholders shall be adopted by a simple majority
of the votes cast, subject to those cases provided for in Article 14.1.1 and, except
in the event of Enforcement of the Pledges of the Share Accounts, those cases which
are provided for in Article 14.1.2 which shall require a qualified majority.




29









 
















	 	 	 	Each of the Shareholders may appoint an attorney-in-fact of his choosing (who need
not be a Shareholder) in order to represent him. There shall be no limits to the
number of powers of attorney that a shareholder may have. The powers of attorney may
be granted in writing by any means.
	 
	 	 	 	Subject to the provisions of Article 9.2.2, the voting rights that are attached to
the Shares shall be proportional to the stake in the share capital that they account
for and each share shall grant its holder the right to cast one vote.
	 
	 	(d)	 	Attendance sheet
	 
	 	 	 	An attendance sheet shall be drawn up and kept at each Shareholders’ Meeting. This
attendance roll, which shall be initialled by the Shareholders who are present and
those who are representing other Shareholders, and to which the powers of attorney
granted to each representative shall be appended, shall be certified as accurate in
the same way as the minutes.






	14.4	 	Deeds delivered under private seal (acte sous seing privé)
	 
	 	 	Any decision that falls within the scope of the competence of the Shareholders may also be
taken, in the absence of a Shareholders’ Meeting, as a result of the consent of all the
Shareholders expressed in a written deed, drawn up in French and signed by all the
Shareholders. This deed shall then be entered in the register of decisions taken by the
Shareholders. So long as companies incorporated under the laws of non French speaking
countries or non French speaking persons shall be Shareholders any signed document shall
include an English translation.
	 
	14.5	 	Written resolutions
	 
	 	 	Decision can also be taken without convening a Shareholders’ Meeting by the consent of the
Shareholders expressed in writing. The text of the draft resolutions shall be sent out by
the person who has taken the initiative to consult the Shareholders to each Shareholder and,
for information purposes, to the statutory auditor and to the Company, by letter sent by
recorded delivery with acknowledgement of receipt, letter sent by regular post, by
facsimile, e-mail or by any other means that provides evidence of both sending and receipt.
	 
	 	 	The Shareholders shall have a ten (10) business day-period following receipt of the draft
resolutions to sign those resolutions that they approve and return the document to the
person who took the initiative of introducing the resolution, by letter sent by recorded
delivery with acknowledgement of receipt, by letter sent by regular post or by facsimile.
Any shareholder whose answer does not reach the Company within the abovementioned
time-period shall be deemed to have rejected the resolutions.
	 
	 	 	The date on which the last response from a Shareholder to the resolution is received in
writing, enabling the requisite majority to be reached, and, where applicable, the date on
which the specific approvals required for the passing of the resolution are received, shall
be considered as the date on which the resolution in question was adopted.
	 
	 	 	During the answer period, each Shareholder may request any complementary explanation from
the person who has taken the initiative to consult the Shareholders or, where applicable,
from the President.
	 
	 	 	The evidence of the sending and the receipt of the text of the draft resolutions and of the
copies of these resolutions duly signed by the Shareholders as indicated above shall be kept
at the registered office.




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	14.6	 	Decisions taken by the Sole Shareholder
	 
	 	 	The Sole Shareholder shall exercise the powers that are attributed by law and by the By-Laws
to the Shareholders acting collectively.
	 
	14.7	 	Collective decisions taken by the 1A Shareholders, the 1B Shareholders, the 1C Shareholders,
the 1D Shareholders, the 2 Shareholders, the 3 Shareholders and the 4 Shareholders
	 
	 	 	The 1A Shareholders acting collectively, the 1B Shareholders acting collectively, the 1C
Shareholders acting collectively, the 1D Shareholders acting collectively, the 2
Shareholders acting collectively, the 3 Shareholders acting collectively and the 4
Shareholders acting collectively, may each take decisions concerning the following matters,
in accordance with the provisions of article L. 225-99 of the French Commercial Code (Code
de Commerce):






	 	(a)	 	decisions concerning the prior authorizations or approvals stipulated by
Article 9.2.5 and by any other provision of a statute, a regulation or the By-Laws
which requires that an act or a decision be authorized beforehand by the Shareholders
of a given class; and
	 
	 	(b)	 	decisions concerning those acts and decisions that fall within the scope of
their respective competence in accordance with the By-Laws, and specifically Article
9.2.3 thereof.






	 	 	Collective decisions taken by the 1A Shareholders, the 1B Shareholders, the 1C Shareholders,
the 1D Shareholders, the 2 Shareholders, the 3 Shareholders and the 4 Shareholders shall be
taken at the initiative (i) of the President, (ii) of a representative of the Shareholders
of a Class, (iii) of one or more Shareholders whose voting rights account for at least one
fifth (1/5) of the total number of voting rights attached to the existing Shares of the
class that is concerned, (iv) of the statutory auditors, or (v) in the event of Enforcement
of the Pledges of the Share Accounts, by any Beneficiary holding existing Shares of the
relevant class.
	 
	 	 	Subject to the provisions of this Article, the other provisions of article 14 shall be
applicable to the collective decisions taken by the Shareholders who hold any class of
preferred Shares.
	 
	14.8	 	Minutes of the decisions of the Sole Shareholder and of the collective decisions taken by the
Shareholders
	 
	 	 	Whatever the chosen method of consulting the Sole Shareholder or the Shareholders, minutes
of such decisions shall be drawn up in French and shall be signed and dated as soon as
possible by the President and the Sole Shareholder or by the President and one of the 1A
Shareholders, one of the 1B Shareholders, one of the 1C Shareholders, one of the 1D
Shareholders and one of the Shareholders of any new class of Shares with voting rights who
took part in the decision.
	 
	 	 	By way of exception to the provisions of the preceding paragraph, in the case of Enforcement
of the Pledges of the Share Accounts, the minutes of the decisions of the Sole Shareholder
or the collective decisions of the Shareholders shall be signed by the president and a
member of the board.
	 
	 	 	These minutes shall be kept in a register held at the Company’s registered office. So long
as companies incorporated under the laws of non French speaking countries or non French
speaking persons shall be Shareholders any minutes shall include an English translation.




31









 















ARTICLE 15 — SHAREHOLDERS’ RIGHT TO THE DISCLOSURE OF INFORMATION



Whatever the chosen mode, any consultation of the Shareholders must be preceded by an information
process comprising any documents and information that are usually sent to the shareholders of a
public limited company or kept at their disposal at the registered office in accordance with the
provisions of article L. 225-115 and articles R. 225-81 and R. 225-83 of the French Commercial Code
(Code de Commerce), the provisions concerning the reports of the Board of Directors being replaced
for the present purposes by the reports of the President or the Executive Committee. As an
exception to the above, this information must be notified to each Shareholder at least ten (10)
business days prior to the date of the consultation (except in cases where the bylaws provide for a
prior notice of less than ten (10) days or allow for a meeting to be convened without delay in
which case the information shall be given with the notification convening the meeting). Should the
consultation of the Shareholders call for the presentation of a report drawn up by the statutory
auditor or by auditors specifically appointed to that end, the right to obtain communication of the
report of the statutory auditor or of the specifically appointed auditor shall be exercised within
the time-periods that are stipulated by law.



The Shareholders can waive their right to obtain communication of information within the
time-period stipulated in the foregoing paragraph if they all take part in the collective decision
and if they declare that they have all the information they require to take informed decisions.







32









 












HEADING V

ACCOUNTS — THE COMPANY’S EARNINGS




ARTICLE 16 — FISCAL YEAR



Each fiscal year shall last for one year, beginning on 1 November and ending on 31 October of each
year.



As an exception to the above, the first fiscal year began on the registration date of the Company
and ended on 31 October 2009.




ARTICLE 17 — DETERMINATION, ALLOCATION AND DISTRIBUTION OF PROFITS



The Shareholders shall take a collective decision concerning the accounts for the fiscal year and
shall determine the allocation of the distributable profits in accordance with the applicable legal
provisions.



Subject to the provisions of Article 9.2.4, each Share shall grant its holder the right to a share
of the Company’s profits that is proportional to its shareholding.







33









 












HEADING VI

AUDIT AND CONTROL




ARTICLE 18 — REGULATED AGREEMENTS





	18.1	 	The President must inform the statutory auditors of any agreements that are signed directly
or through one or more intermediaries by the Company, GS Financière, Gras Savoye & Cie and
Gras Savoye SA, on the one hand, and a 1A Shareholder, a 1B Shareholder, a 1C Shareholder, a
1D Shareholder or a Shareholder holding more than ten percents of the voting rights or, in the
case of a Shareholder which is a company, the company which controls it within the meaning of
article L. 233-3 of the French Commercial Code (Code de Commerce), or the President himself,
on the other hand, within one month following the signature of such agreements. The statutory
auditors shall present a report to the Shareholders concerning these agreements. The
Shareholders shall take a decision on this report each year concurrently with the collective
decisions in connection with the approval of the accounts.
	 
	18.2	 	If the Company has only one Shareholder, the abovementioned procedure shall not apply. In
that case, agreements between the Company and its senior officers shall only be mentioned in
the register of Company’s decisions.
	 
	18.3	 	Agreements that are not approved shall nevertheless remain valid, though the interested party
and, where applicable, the President, shall bear any damaging consequences that they may have
on the Company.
	 
	18.4	 	These provisions shall not apply to agreements covering day-to-day operations that are
entered into on arms’ length basis, a list of which shall be disclosed to the statutory
auditors. The agreements which, as regards their purpose or their financial implications, are
not significant for either party, need be disclosed.
	 
	18.5	 	The prohibitions mentioned in article L. 225-43 of the French Commercial Code (Code de
Commerce) shall apply, in accordance with the terms of this article, to the President, to the
Executive Officers, to the members of the Executive Committee and to the members of the
Supervisory Board.





ARTICLE 19 — THE STATUTORY AUDITORS



The Company shall be audited by one or more statutory auditors who shall be appointed by a
collective decision taken by the Shareholders in accordance with the applicable statutory and
regulatory provisions.



One or more substitute statutory auditors shall be appointed by a collective decision taken by the
Shareholders with a view of replacing their principals in case the latter die, are disabled, resign
or refuse to perform their duties.



The first statutory auditors shall be appointed for a term of six (6) fiscal years in the initial
By-Laws of the Company. Subsequently, during the existence of the Company, the statutory auditors
shall be appointed by the Sole Shareholder or by the Shareholders acting collectively in accordance
with the terms of Article 14 and, in particular, the terms governing majority of Article 14.1.3.




ARTICLE 20 — REPRESENTATION OF THE WORKERS’ COMMITTEE



If a workers’ committee is formed, the delegates to this committee, who shall be appointed in
accordance with the provisions of the French Labor Code (Code du travail), shall exercise their
rights as defined by articles L. 2323-62 to L. 2323-67 of the French Labor Code (Code du travail)
before the President.







34









 











Whenever such committee contemplates to exercise the right stipulated in section 2 of article L.
2323-67 of the French Labor Code (Code du travail) in order to request the inclusion of draft
resolutions on the agenda of the collective decisions taken by the Shareholders, the workers’
committee, represented by one of its members who is duly mandated to that end, must send its
request to the registered office of the Company, for the attention of the President, by letter sent
by recorded delivery with acknowledgement of receipt. In order for the draft resolutions to be
entered on the agenda of the collective decisions taken by the Shareholders, this request must be
delivered to the Company at least 8 days before the date on which these decisions are due to be
taken. The request must be accompanied by the text of the draft resolutions, which may include a
brief description of the grounds.







35









 












HEADING VII

WINDING UP – LIQUIDATION




ARTICLE
21 — WINDING UP — LIQUIDATION



The decision to wind up and liquidate the Company shall be taken by the Sole Shareholder or by the
Shareholders acting collectively in accordance with the majority provisions of Article 14.1.2
(except in the event of Enforcement of the Pledges of the Share Accounts in which case the decision
shall be made according to the majority rules set forth in Article 14.1.3.)



The liquidation surplus shall be allocated among the Shareholders in accordance with the provisions
of Article 9.2.4.




ARTICLE 22 — DISPUTES



Any disputes that may arise during the Company’s term or during its liquidation, between its
President, one or more Executive Officers, members of the Executive Committee, members of the
Supervisory Board and/or one or more Shareholders, concerning the company’s business, shall be
shall be submitted to the competent courts in accordance with law.







36









 












APPENDIX A

Definitions



For the purposes of the By-Laws, any terms used with a capital letter set out below shall have the
following meanings:




	 	 	 
	1A Member(s) (of the Supervisory Board)

	 	shall have the meaning defined in Article 9.2.3(a);
	 
	 	 
	1B Member(s) (of the Supervisory Board)

	 	shall have the meaning defined in Article 9.2.3(a);
	 
	 	 
	1C Member(s) (of the Supervisory Board)

	 	shall have the meaning defined in Article 9.2.3(a);
	 
	 	 
	1D Member(s) (of the Supervisory Board)

	 	shall have the meaning defined in Article 9.2.3(a);
	 
	 	 
	Affiliate

	 	shall have the meaning given to that term in the Main
Shareholders’ Agreement or in the Shareholders’
Agreement of the 2 Shareholders, as the case may be;
	 
	 	 
	Agreed Restructuring Plan

	 	shall have the meaning given to that term in the Main
Shareholder Agreement;
	 
	 	 
	Beneficiaries

	 	shall have the meaning given to that term in Article
9.2.4(b)(i)
	 
	 	 
	Distribution Fundamentals

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	Permitted Transfer

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	By-Laws

	 	shall mean the By-Laws of the Company;
	 
	 	 
	CB

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	Sale

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	Executive Officer(s)

	 	shall have the meaning defined in Article 11.1(b);
	 
	 	 
	1A Shareholder(s)

	 	shall mean the persons who hold 1A Shares;
	 
	 	 
	1A Shares

	 	shall have the meaning defined in Article 7;
	 
	 	 
	1B Shareholder(s)

	 	shall mean the persons who hold 1B Shares;
	 
	 	 
	1B Shares

	 	shall have the meaning defined in Article 7;
	 
	 	 
	1C Shareholder(s)

	 	shall mean the persons who hold 1C Shares;
	 
	 	 
	1C Shares

	 	shall have the meaning defined in Article 7;
	 
	 	 
	1D Shareholder(s)

	 	shall mean the persons who hold 1D Shares;
	 
	 	 
	1D Shares

	 	shall have the meaning defined in Article 7;
	 
	 	 
	2 Shareholder(s)

	 	shall mean the persons who hold 2 Shares;






37









 











	 	 	 
	2 Shares

	 	shall have the meaning defined in Article 7;
	 
	 	 
	3 Shareholder(s)

	 	shall mean the persons who hold 3 Shares;
	 
	 	 
	3 Shares

	 	shall have the meaning defined in Article 7;
	 
	 	 
	4 Shareholder(s)

	 	shall mean the persons who hold 4 Shares;
	 
	 	 
	4 Shares

	 	shall mean the class 4 preferred shares which may be
issued by the company after conversion of the CB;
	 
	 	 
	Company

	 	shall mean the company identified in the beginning of
these By-Laws;
	 
	 	 
	Distribution

	 	shall have the meaning defined in Article 9.2.4(a);
	 
	 	 
	Enforcement of the Pledges of the
Share Accounts

	 	shall mean the allocation of Securities to all or
part of the beneficiaries of the Pledges of the Share
Accounts as a result of the enforcement of all or
part of the Pledges of the Share Accounts;
	 
	 	 
	Executive Committee

	 	shall have the meaning defined in Heading III;
	 
	 	 
	Expulsion Procedure

	 	shall have the meaning defined in Article 10.2.2;
	 
	 	 
	Financing Contracts

	 	shall mean (i) the Senior Facilities Agreement and
(ii) the other Finance Documents (as defined in the
Senior Facilities Agreement);
	 
	 	 
	Gras Shareholder

	 	shall have the meaning given to that term in the Main
Shareholders’ Agreement;
	 
	 	 
	Group

	 	shall mean the Company and the companies that it
controls, whether directly or indirectly within the
meaning of the provisions of article L. 233-3 of the
French Commercial Code (Code de Commerce);
	 
	 	 
	Gras Savoye & Cie

	 	shall mean GRAS SAVOYE & CIE, a French société par
actions simplifiée, whose registered address is 2,
rue Ancelle, 92200 Neuilly-sur-Seine, France,
registered with the French Registry of Commerce and
Companies under no. 457 509 867 RCS Nanterre;
	 
	 	 
	GS Financière

	 	shall mean GS FINANCIERE (previously referred to as
ALCéE), a French société par actions simplifiée,
whose registered address is 120, avenue Charles de
Gaulle, 92200 Neuilly-sur-Seine, France, registered
with the French Registry of Commerce and Companies
under no. 517 842 811 RCS Nanterre
	 
	 	 
	Gras Savoye SA

	 	shall mean GRAS SAVOYE SA, a French société anonyme,
whose registered address is 2, rue Ancelle, 92200
Neuilly-sur-Seine, France, registered with the






38









 











	 	 	 
	 

	 	French
Registry of Commerce and Companies under no. 311
248 637 RCS Nanterre;
	 
	 	 
	IPO

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	Lucas Securities

	 	shall have the meaning given to that term in the Main
Shareholders’ Agreement;
	 
	 	 
	Lucas Shareholder

	 	shall have the meaning given to that term in the Main
Shareholders’ Agreement;
	 
	 	 
	Main Shareholders’ Agreement

	 	shall mean, as the case may be, the agreement between
the shareholders and holders of the Securities of the
Company in English entitled “Shareholders’ agreement
with respect to GS & Cie Groupe” dated 17 December
2009, as in force at the time under consideration;
	 
	 	 
	Manco

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	Merger

	 	shall have the meaning defined in Appendix C;
	 
	 	 
	Ordinary Shares

	 	shall mean the ordinary shares issued or to be issued
by the Company;
	 
	 	 
	Ordinary Shareholder

	 	shall mean the holder of Ordinary Shares;
	 
	 	 
	Pledges of the Share Accounts

	 	shall mean the pledges of the Share accounts granted
by the Shareholders and the holders of Subordinated
CB over their Securities pursuant to the Financing
Contracts;
	 
	 	 
	President / President of the Company

	 	shall have the meaning defined in Article 11.1(a);
	 
	 	 
	Completion Date

	 	shall mean 17 December 2009;
	 
	 	 
	Securities

	 	shall mean the Shares, the Subordinated CB, the
warrants, or other Securities issued or to be issued
by the Company (or, depending on the context, by
another company) or, more generally, all other rights
giving access, or likely to give access, directly or
indirectly, immediately or in the future, with or
without any exercise, notice or other formality, by
conversion, exchange, repayment, presentation or
exercise of a warrant or by any other means to the
allocation of a Security representing or giving
access to a fraction of the share capital, of the
profits, of the liquidation surplus or of the voting
rights of the Company (or, depending on the context,
of another company), including any preferential
rights of subscription to any share capital increase
or to any issue of any security issued or allocated as
a result of a transformation, merger, spin-off,
contribution or similar operation, it being
specified, for the avoidance of doubt, that (i) CB
and (ii) bonds with initially attached warrants which
have been subsequently detached;






39









 











	 	 	 
	Senior Facilities Agreement

	 	shall mean the senior loan agreement in English
entitled “Senior Facilities Agreement” executed by,
namely GS Financière, the Company, the Senior
Lenders, the Mandated Lead Arrangers, the Senior
Agent and the Security Agent dated 16 December 2009
(any terms used with a capital letter having the
meaning ascribed to them in such contract) and (ii)
the other Finance Documents (as referred to in the
Senior Facilities Agreement);
	 
	 	 
	Senior Lenders

	 	shall have the meaning that is defined for “Senior
Lenders” in the Financing Contracts;
	 
	 	 
	Shareholder(s)

	 	shall have the meaning that is defined in Article 1;
	 
	 	 
	Shareholders’ Agreement of the 2
Shareholders

	 	shall mean the agreement between the shareholders and
holders of the securities of Manco signed by the
Shareholders, Manco and its shareholders, as per its
drafting at the given time under consideration;
	 
	 	 
	Shareholders’ Agreements

	 	shall mean, as applicable, the Main Shareholders’
Agreement and/or the Shareholders’ Agreements of the
2 Shareholders;
	 
	 	 
	Shares

	 	shall mean all of the shares issued by the Company to
represent its share capital, to wit the 1A Shares,
the 1B Shares, the 1C Shares, the 1D Shares, the 2
Shares, the 3 Shares, the 4 Shares, any Ordinary
shares and/or other Shares which may be created or
issued pursuant to Appendix B;
	 
	 	 
	Sole shareholder

	 	shall have the meaning that is defined in Article 1;
	 
	 	 
	Subordinated CB

	 	shall have the meaning that is defined in Appendix C;
	 
	 	 
	Supervisory Board

	 	shall have the meaning that is defined in Heading III;
	 
	 	 
	Transfer

	 	shall mean the transfer of any right or obligation
and in the context of the Securities (i) all
transfers, sales or assignments of partial (e.g.
jouissance, usufruit ou nue-propriété) or full title
by any legal means (including by means of an
exchange, split, sale with option or redemption,
contribution, partial hive-down (apport partiel
d’actifs), in the form of a payment in kind (dation
en paiement), merger or de-merger (scission)), (ii)
any transfer following death or transfer in trust or
fiducie or by any other similar means, (iii) any
gratuitous or onerous transfer even when the transfer
is made pursuant to a public auction ordered by a
court or a tribunal or where the transfer of
ownership is delayed, (iv) any transfer which is the
result of any contribution, with or without division
of legal and beneficial title to shares (usufruit)
loan, constitution of guarantee, convention de
croupier






40









 












	 	 	 
	 

	 	redemption or otherwise, and, more
generally, (v) any transfer with or without usufruct,
loan, constitution of a guarantee as a result of a
pledge of securities or the enforcement of such
pledge of securities or the entering into a
convention de croupier, it being specified that the
verb “to Transfer” shall be interpreted accordingly;
	 
	 	 
	Transparency

	 	shall have the meaning given to that term tin the
Main Shareholders’ Agreement.
	 
	 	 
	Triggering Event

	 	shall have the meaning given to that term in the
Financing Contracts; and






41









 












APPENDIX B

Terms governing the adjustment of the allocation of the seats on the Supervisory Board



As of the date of any Enforcement of Pledges of Share Accounts the provisions of this Appendix
shall no longer be applicable.





	1.	 	The number of 1A Members, 1B Members, 1C Members or 1D Members who are appointed respectively
by the 1A Shareholders acting collectively, the 1B Shareholders acting collectively, the 1C
Shareholders acting collectively and the 1D Shareholders acting collectively in accordance
with Article 9.2.3(a) shall be reduced automatically and as of right:






	 	(x)	 	from three (3) to two (2) as soon as the number of 1A Shares or of 1B Shares
shall cease to account for more than 26% of the voting rights of the Company
respectively;
	 
	 	(y)	 	from two (2) to one (1) as soon as the number of 1A Shares, of 1B Shares or of
1C Shares shall cease to account for more than 18% of the voting rights of the Company
respectively; and
	 
	 	(z)	 	to zero (0) as soon as the number of 1A Shares, of 1B Shares, of 1C Shares or
of 1D Shares shall cease to account for more than 8% of the voting rights of the
Company respectively.






	 	 	If the number of 1A Members, 1B Members, 1C Members or 1D Members is reduced in accordance
with the provisions of the foregoing section, the competent Representative of the
Shareholders of a Class or, failing this, the President, must consult the Shareholders who
hold the relevant class of shares collectively in order to designate the member of the
Supervisory Board whose duties shall end pursuant to this reduction.
	 
	2.	 	If in accordance with the provisions of the foregoing section, the number of members of the
Supervisory Board who are appointed by the Shareholders (excluding 2 Shareholders, 3
Shareholders and Ordinary Shareholders) is reduced and:
	 
	2.1.	 	If as a result of one or more Transfers or of a new Share issue, an Ordinary Shareholder or a
group of Ordinary Shareholders acting in a concerted manner (as per the meaning of this term
in article L. 233-3-I of the French Commercial Code (Code de Commerce) but not including any
grouping formed by the Main Shareholders’ Agreement) should come to hold a number of Ordinary
Shares accounting for 8% or more of the voting rights of the Company and should they not be
entitled to appoint a member of the Supervisory Board, a new class of Shares with voting
rights and a new category of members of the Supervisory Board shall be created and this new
class of Shares with voting rights shall grant to the Sole Shareholder or to the shareholders
of this class acting collectively, as the case may be, the right to appoint a total of :






	 	(i)	 	one (1) member of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 8% inclusive and 18% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);
	 
	 	(ii)	 	two (2) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 18% (inclusive) and 26% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);




42









 

















	 	(iii)	 	three (3) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 26% (inclusive) and 40% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders);
	 
	 	(iv)	 	four (4) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 40% (inclusive) and 50% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);
	 
	 	(v)	 	five (5) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 50% (inclusive) and 60% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);
	 
	 	(vi)	 	six (6) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 60% (inclusive) and 70% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);
	 
	 	(vii)	 	seven (7) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 70% (inclusive) and 80% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders);
	 
	 	(viii)	 	eight (8) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 80% (inclusive) and 92% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders); et
	 
	 	(ix)	 	all the members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold more
than 92% of the Shares with voting rights (i.e. excluding 2 Shareholders and 3
Shareholders);






	 	 	and/or
	 
	2.2.	 	If as a result of one or more Transfers or of a new Share issue, the proportion of the share
capital that is accounted for respectively by all of the Shares of a class with voting rights
(i.e. excluding the 2 Shareholders and 3 Shareholders) should increase, the Sole Shareholder
or the Shareholders of this class of Shares with voting rights acting collectively shall have
the right to appoint a total of :






	 	(i)	 	two (2) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 18% (inclusive) and 26% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders);
	 
	 	(ii)	 	three (3) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 26% (inclusive) and 40% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);
	 
	 	(iii)	 	four (4) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 40% (inclusive)




43









 












	 	 	 	and 50% (exclusive) of the Shares with voting rights (i.e. excluding the 2
Shareholders and 3 Shareholders);






	 	(iv)	 	five (5) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 50% (inclusive) and 60% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders);
	 
	 	(v)	 	six (6) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 60% (inclusive) and 70% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders);
	 
	 	(vi)	 	seven (7) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 70% (inclusive) and 80% (exclusive) of the Shares with voting rights (i.e.
excluding the 2 Shareholders and 3 Shareholders);
	 
	 	(vii)	 	eight (8) members of the Supervisory Board, if the Sole Shareholder or the
Shareholders of this new class of Shares acting collectively should come to hold
between 80% (inclusive) and 92% (exclusive) of the Shares with voting rights (i.e.
excluding 2 Shareholders and 3 Shareholders); et
	 
	 	(viii)	 	all the members of the Supervisory Board, if the Sole Shareholder or the Shareholders
of this new class of Shares acting collectively should come to hold more than 92% of
the Shares with voting rights (i.e. excluding 2 Shareholders and 3 Shareholders);






	2.3.	 	If the number of shares with voting rights belonging to a given class accounts for a
proportion of the Shares with voting rights (i.e. excluding 2 Shareholders and 3 Shareholders)
that is lower than any of the abovementioned percentages, the number of members of the
Supervisory Board appointed by the Sole Shareholder or the Shareholders of this new class of
Shares acting collectively must be reduced accordingly.
	 
	2.4.	 	In any event, the application of the provisions of Articles 2.1 to 2.3 cannot increase the
total number of members of the Supervisory Board, and if several new Ordinary Shareholders
and/or if the Sole Shareholder or the Shareholders of a given class of Shares with voting
rights acting collectively request to benefit from the foregoing provisions, so that the
maximum number of members of the Supervisory Board would thereby be exceeded, the Shareholders
who hold the highest number of Shares with voting rights shall benefit from these provisions.




Notwithstanding the foregoing provisions, if (i) in accordance with the provisions of this
Appendix, only two classes of Shares with voting rights and the power to appoint members of the
Supervisory Board remain and (ii) the Shareholders of each of these classes hold a number of shares
with exactly the same voting rights the Shareholders of each of these classes shall be entitled to
each appoint four (4) members of the Supervisory Board even if their Shares allow them to have 50%
of the voting rights of the Company.





44









 








SCHEDULE 1(B)

FORMULAS



If not specifically defined in this Schedule 1B, words, terms and expressions used in this
Schedule 1B with capitalized initials have the meanings ascribe to them in the Recital and section
1 “Definitions and Interpretation” of the Shareholders Agreement to which this section is an
appendix.




1. Estimated Notification Equity Value



The Estimated Notification Equity Value (ENEqV) in Euro is defined according to the following
formula:




ENEqV = {[40% x K1 x 2014 Annual Budget Sales] + [60% x K2 x ((2014 Annual Budget EBITDA + EBITDA
2013) x 0.5)] + 2014 Annual Budget C + Estimated ICG 2014} + WNEqV



Where:





	 	•	 	K1 is defined as the 2013 “EV/Sales” market multiple computed as the average of the 2013
EV/Sales multiples of a sample of comparable quoted companies provided that K1 is a minimum
multiple of 1.50x and a maximum multiple of 1.80x and as further described in section 10.3
below;
	 
	 	•	 	Sales is defined as the consolidated net turnover of the 2014 Annual Budget with the
Sales aggregate defined as per section 9.6 below;
	 
	 	•	 	K2 is defined as the 2013 “EV/EBITDA” market multiple computed as the average of the
2013 EV/EBITDA multiples of a sample of comparable quoted companies provided that K2 is a
minimum multiple of 8.50x and a maximum multiple of 11.50x and as further described in
section 10.4 below;
	 
	 	•	 	EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and
amortization” as per section 9.7 below;
	 
	 	•	 	2014 Annual Budget C is defined as the consolidated net cash position (if positive) or
net debt position (if negative) at December 31, 2014 as per the 2014 Annual Budget
excluding Insurance Working Capital as further described in section 9.3 below;
	 
	 	•	 	Estimated ICG 2014 is defined as the Estimated Interim Cash Generated between 01/01/2014
and 30/06/2014 as further described in section 9.4.1 below, and
	 
	 	•	 	WNEqV is defined as the valuation of the 49.90% share capital owned by GS & Cie in WGS
Ré as further described in section 8.2 below. For the avoidance of doubt, WNEqV should only
to be taken in the ENEqV formula if neither the Willis Gras Savoye Ré Call nor the Willis
Gras Savoye Ré Put has been exercised before the calculation date of WNEqV.







Page 1 of 30









 








2. Final Notification Equity Value



The Final Notification Equity Value (FNEqV) in Euro is defined according to the following formula:




FNEqV = ENEqV – Estimated ICG 2014 + Final ICG 2014



Where:





	 	•	 	ENEqv is defined as the Estimated Notification Equity Value described in section 1
above;
	 
	 	•	 	Estimated ICG 2014 is defined as the Estimated Interim Cash Generated between 01/01/2014
and 30/06/2014 as further described in section 9.4.1 below, and
	 
	 	•	 	Final ICG 2014 is defined as the Final Interim Cash Generated between 01/01/2014 and
30/06/2014 as further described in section 9.4.2 below.





3. Notification Enterprise Value



The Notification Enterprise Value (NEnV) in Euro is defined according to the following formula:




NEnV = {[40% x K1 x 2014 Annual Budget Sales] + [60% x K2 x ((2014 Annual Budget EBITDA + EBITDA
2013) x 0.5)]} + WNEqV



Where K1, Sales, K2, EBITDA and WNEqV have the same definition and calculation period as in the
ENEqV’s definition above.




4. Estimated Call Equity Value



The Estimated Call Equity Value (ECEqV) in Euro is defined according to the following formula:




ECEqV = {[40% x K1 x Sales 2014] + [60% x K2 x ((EBITDA 2014 + EBITDA 2013) x 0,5 ) ] + C 2014 +
Final ICG 2014} + WCEqV



Where:





	 	•	 	K1 is defined as the “EV/Sales” market multiple computed as the average of the EV/Sales
multiples of a sample of comparable quoted companies over the period 2014 and 2013 provided
that K1 is a minimum multiple of 1.50x and a maximum multiple of 1.80x and as further
described in section 10.3 below;
	 
	 	•	 	Sales is defined as the consolidated net turnover as per section 9.6 below;
	 
	 	•	 	K2 is defined as the “EV/EBITDA” market multiple computed as the average of the
EV/EBITDA multiples of a sample of comparable quoted companies over the period 2014 and
2013 provided that K2 is a minimum multiple of 8.50x and a maximum multiple of 11.50x and
as further described in section 10.4 below;
	 
	 	•	 	EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and
amortization” as per section 9.7 below;




Page 2 of 30









 






	 	•	 	C 2014 is defined as the consolidated net cash position (if positive) or net debt
position (if negative) at December 31, 2014 excluding Insurance Working Capital as further
described in section 9.3 below;
	 
	 	•	 	Final ICG 2014 is defined as the Final Interim Cash Generated between 01/01/2014 and
30/06/2014 and as further described in section 9.4.2 below; and
	 
	 	•	 	WCEqV is defined as the valuation of the 49.90% share capital owned by GS & Cie in WGS
Ré as further described in section 8.3 below. For the avoidance of doubt, WCEqV should only
to be taken in the ECEqV formula if neither the Willis Gras Savoye Ré Call nor the Willis
Gras Savoye Ré Put has been exercised before the date of calculation of ECEqV.
	 
	 	 	 	The following table illustrates the methodology to compute the Estimated Call Equity Value
as at 31/03/2009 on the basis of December 2007 and December 2008 Aggregates using for
illustration purposes the minimum and maximum value of K1 and K2.





Estimated Call Equity Value (ECEqV)



Date of calculation for the illustration: 1st quarter of 2009



Financial data




	 	 	 	 	 	 	 	 	 
	Aggregate	 	€m	 	 	Source
	 
	Sales 2008
	 	 	353,9	 	 	Calculation section 9.6
	EBITDA 2007
	 	 	57,3	 	 	Calculation section 9.7
	EBITDA 2008
	 	 	58,7	 	 	Calculation section 9.7
	C 2008
	 	 	4,3	 	 	Calculation section 9.3
	Final ICG 2008
	 	na	 	 	No calculation available
	 
	 
	 	 	 	 	 	 	 	 
	WCEqV
	 	 	18,9	 	 	Calculation section 8.3
	 






Calculation




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Min	 	 	Max	 
	 	 	 	 	€m	 	 	€m	 
	 
	K1
	 	 	 	 	1,50	x	 	 	1,80	x
	Sales 2008
	 	 	 	 	353,9	 	 	 	353,9	 
	K1 x Sales 2008
	 	(a)	 	 	530,9	 	 	 	637,0	 
	40% x K1 x Sales 2008
	 	(b) = 0,40 x (a)	 	 	212,3	 	 	 	254,8	 
	 
	 	 	 	 	 	 	 	 	 	 
	K2
	 	 	 	 	8,50	x	 	 	11,50	x
	EBITDA 2007
	 	 	 	 	57,3	 	 	 	57,3	 
	EBITDA 2008
	 	 	 	 	58,7	 	 	 	58,7	 
	EBITDA 2008 + 2007 EBITDA
	 	(c)	 	 	116,0	 	 	 	116,0	 
	(EBITDA 2008 + 2007 EBITDA) x 0.5
	 	(d) = 0,50 x (c)	 	 	58,0	 	 	 	58,0	 
	K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)
	 	(e)	 	 	493,0	 	 	 	667,0	 
	60% x K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)
	 	(f) = 0,60 x (e)	 	 	295,8	 	 	 	400,2	 
	 
	 	 	 	 	 	 	 	 	 	 
	C 2008
	 	(g)	 	 	4,3	 	 	 	4,3	 
	 
	 	 	 	 	 	 	 	 	 	 
	Final ICG 2008
	 	(h)	 	na	 	 	na	 
	 
	 	 	 	 	 	 	 	 	 	 
	WCEqV
	 	(i)	 	 	18,9	 	 	 	18,9	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total ECEqV
	 	(j) = (b) + (f) + (g) + (h) + (i)	 	 	531,4	 	 	 	678,2	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	Estimated Call Equity Value (ECEqV) as of 1st quarter of 2009
	 	(j)	 	 	531,4	 	 	 	678,2	 
	 






Page 3 of 30









 






5. Final Call Equity Value



The Final Call Equity Value (FCEqV) in Euro is defined according to the following formula:




FCEqV = ECEqV – Final ICG 2014 + ICG 2015



Where:





	 	•	 	ECEqV is defined as the Estimated Notification Equity Value described in section 4
above;
	 
	 	•	 	Final ICG 2014 is defined as the Final Interim Cash Generated between 01/01/2014 and
30/06/2014 as further described in section 9.4.2 below; and
	 
	 	•	 	ICG 2015 is defined as the Interim Cash Generated between 01/01/2015 and 30/06/2015 as
further described in section 9.4.3 below.
	 
	 	 	 	The following table illustrates the methodology to compute the Final Call Equity Value as at
30/09/2009 on the basis of December 2007, December 2008 and June 2009 Aggregates using for
illustration purposes the minimum and maximum value of K1 and K2.





Final Call Equity Value (FCEqV)



Date of calculation for the illustration: 3rd quarter of 2009



Financial data




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aggregate (€m)	 	Min	 	 	Max	 	 	Source
	 
	ECEqV
	 	 	531,4	 	 	 	678,2	 	 	Calculation section 4
	Final ICG 2008
	 	na	 	 	na	 	 	No calculation available
	ICG 2009
	 	 	7,1	 	 	 	7,1	 	 	Calculation section 9.4.3






Calculation




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Min	 	 	Max	 
	 	 	 	 	€m	 	 	€m	 
	 
	ECEqV
	 	(a)	 	 	531,4	 	 	 	678,2	 
	Final ICG 2008
	 	(b)	 	na	 	 	na	 
	ICG 2009
	 	(c)	 	 	7,1	 	 	 	7,1	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total FCEqV
	 	(d) = (a) - (b) + (c)	 	 	538,5	 	 	 	685,3	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	Final Call Equity Value (FCEqV) as of 3rd quarter of 2009
	 	(d)	 	 	538,5	 	 	 	685,3	 
	 






6. Call Enterprise Value



The Call Enterprise Value (CEnV) in Euro is defined according to the following formula:




CEnV = {[40% x K1 x Sales 2014] + [60% x K2 x ((EBITDA 2014 + EBITDA 2013) x 0.5)]} + WCEqV



Where K1, Sales, K2, EBITDA and WCEqV have the same definition and calculation period as in the
ECEqV’s definition above.




Page 4 of 30









 







The following table illustrates the methodology to compute the Call Enterprise Value as of
31/03/2009 on the basis of December 2007 and December 2008 Aggregates using for illustration
purposes the minimum and maximum value of K1 and K2.




Call Enterprise Value (CEnV)



Date of calculation for the illustration: 1st quarter of 2009



Financial data




	 	 	 	 	 	 	 	 	 
	Aggregate	 	€m	 	 	Source
	 
	Sales 2008
	 	 	353,9	 	 	Calculation section 9.6
	EBITDA 2007
	 	 	57,3	 	 	Calculation section 9.7
	EBITDA 2008
	 	 	58,7	 	 	Calculation section 9.7
	 
	 
	 	 	 	 	 	 	 	 
	WCEqV
	 	 	18,9	 	 	Calculation section 8.3
	 






Calculation




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Min	 	 	Max	 
	 	 	 	 	€m	 	 	€m	 
	 
	K1
	 	 	 	 	1,50	x	 	 	1,80	x
	Sales 2008
	 	 	 	 	353,9	 	 	 	353,9	 
	K1 x Sales 2008
	 	(a)	 	 	530,9	 	 	 	637,0	 
	40% x K1 x Sales 2008
	 	(b) = 0,40 x (a)	 	 	212,3	 	 	 	254,8	 
	 
	 	 	 	 	 	 	 	 	 	 
	K2
	 	 	 	 	8,50	x	 	 	11,50	x
	EBITDA 2007
	 	 	 	 	57,3	 	 	 	57,3	 
	EBITDA 2008
	 	 	 	 	58,7	 	 	 	58,7	 
	EBITDA 2008 + 2007 EBITDA
	 	(c)	 	 	116,0	 	 	 	116,0	 
	(EBITDA 2008 + 2007 EBITDA) x 0.5
	 	(d) = 0,50 x (c)	 	 	58,0	 	 	 	58,0	 
	K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)
	 	(e)	 	 	493	 	 	 	667	 
	60% x K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)
	 	(f) = 0,60 x (e)	 	 	295,8	 	 	 	400,2	 
	 
	 	 	 	 	 	 	 	 	 	 
	WCEqV
	 	(g)	 	 	18,9	 	 	 	18,9	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total CEnV
	 	(h) = (b) + (f) + (g)	 	 	527,1	 	 	 	673,9	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	Call Enterprise Value (CEnV) as of 1st quarter of 2009
	 	(h)	 	 	527,1	 	 	 	673,9	 
	 






Page 5 of 30









 






7. Put Equity Value




     7.1. Base Put Equity Value


As it relates to Mr. Lucas’ Put Options, the Base Put Equity Value (BPEV) in Euro is defined
according to the following formula:





BPEV = {[40% x 1.50 x Sales n] + [60% x 8.50 x ((EBITDA n + EBITDA n-1) x 0.5)] +
Cn} + WCEqVn


Where:





	 	•	 	Sales is defined as the consolidated net turnover as per section 9.6 below;
	 
	 	•	 	EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and
amortization” as per section 9.7 below;
	 
	 	•	 	Cn is defined as the consolidated net cash position (if positive) or net debt position
(if negative) excluding Insurance Working Capital as further described in section 9.3
below; and
	 
	 	•	 	n is defined as the last Financial Year ending December 31 before Cessation date;
	 
	 	•	 	n-1 is defined as the Financial Year ending December 31 before year n; and
	 
	 	•	 	WCEqVn is defined as the valuation of the 49.90% share capital owned by GS & Cie in WGS
Ré computed with the R at Financial Year end n and as further described in section 8.3
below. For the avoidance of doubt, WCEqV should only be taken in the BPEV formula if
neither the Willis Gras Savoye Ré Call nor the Willis Gras Savoye Ré Put has been exercised
before the Calculation Date of BPEV.





     Should the Cessation occur in the 2010 calendar year, it is agreed by the Parties that:




	 	•	 	The Sales Aggregate will be computed based on GSC’s consolidated and audited accounts as
at December 31, 2009; and
	 
	 	•	 	The EBITDA Aggregate will be computed based on GSC’s consolidated and audited accounts
as at December 31, 2009 and December 31, 2008; and
	 
	 	•	 	The C Aggregate will be computed as the sum of the C Aggregate of GSC’ consolidated and
audited accounts as at December 31, 2009 plus the C Aggregate of the statutory (i.e social)
unaudited accounts of Topco as at December 31, 2009 plus the C Aggregate of the statutory
(i.e social) unaudited accounts of Bidco as at December 31, 2009. Should statutory (i.e
social) unaudited accounts of Topco and Bidco not be available, then Topco and Bidco C
amount at Closing should be used.
	 
	 	 	 	The following table illustrates the methodology to compute the Base Put Equity Value as of
30/06/09 on the basis of December 2007 and December 2008 Aggregates.




Page 6 of 30









 











Base Put Equity Value (BPEV)



Date of calculation for the illustration: Exercised 2nd quarter of 2009



Financial data




	 	 	 	 	 	 	 	 	 
	Aggregate	 	€m	 	 	Source
	 
	Sales 2008
	 	 	353,9	 	 	Calculation section 9.6
	EBITDA 2007
	 	 	57,3	 	 	Calculation section 9.7
	EBITDA 2008
	 	 	58,7	 	 	Calculation section 9.7
	C 2008
	 	 	4,3	 	 	Calculation section 9.3
	 
	 
	 	 	 	 	 	 	 	 
	WCEqVn
	 	 	18,9	 	 	Calculation section 8.3
	 






Calculation




	 	 	 	 	 	 	 
	 	 	 	 	Value
	 	 	 	 	€m
	 
	Sales 2008

	 	(a)
	 	 	353,9	 
	1,50 x Sales 2008

	 	(b) = 1,50 x (a)
	 	 	530,9	 
	40% x 1,50 x Sales 2008

	 	(c) = 0,40 x (b)
	 	 	212,34	 
	 
	 	 	 	 	 	 
	EBITDA 2007

	 	 	 	 	57,3	 
	EBITDA 2008

	 	 	 	 	58,7	 
	EBITDA 2008 + 2007 EBITDA

	 	(d)
	 	 	116,0	 
	(EBITDA 2008 + 2007 EBITDA) x 0.5

	 	(e) = 0,50 x (d)
	 	 	58,0	 
	8,50 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)

	 	(f) = 8,50 x (e)
	 	 	493,0	 
	60% x 8,50 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)

	 	(g) = 0,60 x (f)
	 	 	295,8	 
	 
	 	 	 	 	 	 
	C 2008

	 	(h)
	 	 	4,3	 
	 
	 	 	 	 	 	 
	WCEqVn

	 	(i)
	 	 	18,9	 
	 
	 	 	 	 	 	 
	Total BPEV

	 	(j) = (c) + (g) + (h) + (i)
	 	 	531,4	 
	 
	 
	 	 	 	 	 	 
	Base Put Equity Value (BPEV) as of Exercised 2nd quarter of 2009

	 	(j)
	 	 	531,4	 
	 






     7.2. Final Put Equity Value


As it relates to Mr. Lucas’ Put Options, the Final Put Equity Value (PEV) in Euro is defined
according to the following formula:





	 	•	 	PEV = {[40% x K1 x Sales n ] + [ 60% x K2 x (( EBITDA n + EBITDA n-1) x
0.5)] + C n+1} + WCEqVn




Where:





	 	•	 	K1 is defined as the “EV/Sales” market multiple used in the Call Equity Value;
	 
	 	•	 	Sales is defined as the consolidated net turnover as per section 9.6 below;
	 
	 	•	 	K2 is defined as the “EV/EBITDA” market multiple used in the Call Equity Value;
	 
	 	•	 	EBITDA is defined as the consolidated “Earning before interest, tax, depreciation and
amortization” as per section 9.7 below;
	 
	 	•	 	C n+1 is defined as the consolidated net cash position (if positive) or net debt
position (if negative) at the quarter end date closest to the Cessation date , excluding
Insurance Working Capital as further described in section 9.3 below;




Page 7 of 30









 






	 	•	 	n+1 is defined as the Financial Year in which the Cessation date occurs;
	 
	 	•	 	n is defined as the last Financial Year ending December 31 before Cessation date;
	 
	 	•	 	n-1 is defined as Financial Year ending December 31 before year n; and
	 
	 	•	 	WCEqVn is defined as the valuation of the 49.90% share capital owned by GS & Cie in WGS
Ré computed with the R at Financial Year end n and as further described in section 8.3
below.
	 
	 	 	 	The following table illustrates the methodology to compute the Final Put Equity Value as of
30/09/2009 on the basis of December 2007, December 2008 and June 2009 Aggregates using for
illustration purposes the minimum and maximum value of K1 and K2.





Final Put Equity Value (PEV)



Date of calculation for the illustration: Exercised 2nd quarter of 2009, calculation at full exit



Financial data




	 	 	 	 	 	 	 	 	 
	Aggregate	 	€m	 	 	Source
	 
	Sales 2008
	 	 	353,9	 	 	Calculation section 9.6
	EBITDA 2007
	 	 	57,3	 	 	Calculation section 9.7
	EBITDA 2008
	 	 	58,7	 	 	Calculation section 9.7
	C as of 06/30/2009
	 	 	7,4	 	 	Calculation section 9.3
	 
	 
	 	 	 	 	 	 	 	 
	WCEqVn
	 	 	18,9	 	 	Calculation section 8.3
	 






Calculation




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Min	 	 	Max	 
	 	 	 	 	€m	 	 	€m	 
	 
	K1
	 	 	 	 	1,50	x	 	 	1,80	x
	Sales 2008
	 	 	 	 	353,9	 	 	 	353,9	 
	K1 x Sales 2008
	 	(a)	 	 	530,9	 	 	 	637,0	 
	40% x K1 x Sales 2008
	 	(b) = 0,40 x (a)	 	 	212,3	 	 	 	254,8	 
	 
	 	 	 	 	 	 	 	 	 	 
	K2
	 	 	 	 	8,50	x	 	 	11,50	x
	EBITDA 2007
	 	 	 	 	57,3	 	 	 	57,3	 
	EBITDA 2008
	 	 	 	 	58,7	 	 	 	58,7	 
	EBITDA 2008 + 2007 EBITDA
	 	(c)	 	 	116,0	 	 	 	116,0	 
	(EBITDA 2008 + 2007 EBITDA) x 0.5
	 	(d) = 0,50 x (c)	 	 	58,0	 	 	 	58,0	 
	K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)
	 	(e)	 	 	493,0	 	 	 	667,0	 
	60% x K2 x ((EBITDA 2008 + 2007 EBITDA) x 0.5)
	 	(f) = 0,60 x (e)	 	 	295,8	 	 	 	400,2	 
	 
	 	 	 	 	 	 	 	 	 	 
	C as of 06/30/2009
	 	(g)	 	 	7,4	 	 	 	7,4	 
	 
	 	 	 	 	 	 	 	 	 	 
	WCEqVn
	 	(h)	 	 	18,9	 	 	 	18,9	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total PEV
	 	(i) = (b) + (f) + (g) + (h)	 	 	534,5	 	 	 	681,3	 
	 
	 
	 	 	 	 	 	 	 	 	 	 
	Final Put Equity Value (PEV) as of Exercised 2nd quarter of 2009, calculation at full exit
	 	(i)	 	 	534,5	 	 	 	681,3	 
	 






7.3. Final Put Equity Value in case Willis does not exercise the Call Options



Should Willis decide not to exercise its Call Options on the Company (i.e. Topco) in 2014, then
K1 and K2 will be computed by the Experts the year of the Full Exit.





Page 8 of 30











 






	8.	 	Equity Valuation of Gras Savoye & Cie’s 49.90% stake in the share capital of Willis Gras
Savoye Ré S.A. 




For the avoidance of doubt, the WNEqV and WCEqV formulas defined below regarding the value of the
49.90% of Willis Gras Savoye Ré S.A. (“WGS Ré”) owned by GSC should only be taken in the ENEqV,
FNEqV, NEnV, ECEqV, FCEqV, CEnV, BPEV, PEV and Willis Put Option formulas as long as the Willis
Gras Savoye Ré Call or the Willis Gras Savoye Ré Put — as defined in the December 27, 2006 contract
signed between WGS Ré, GSC, Willis Limited and Willis Europe B.V (the “WGS Ré Contract”) — has not
been exercised before the Calculation Date.




     8.1. Valuation of Willis Gras Savoye Ré 49.90% 



     Willis Gras Savoye Ré S.A.’s (“WGS Ré”) 49.90% share capital owned by Gras Savoye & Cie is
valued as per the valuation of the Willis Gras Savoye Ré Call and the Willis Gras Savoye Ré Put
defined in Exhibit A page 56 of the WGS Ré Contract i.e.:


“The price to be paid for each Minority Share sold pursuant to the terms of this Agreement (i.e.
the WGS Ré Contract) by GS & Cie to Willis, shall be equal to:



P = (1.585 x R) / NM”



Where:





	 	•	 	P = price per Minority Share, expressed in Euros;
	 
	 	•	 	R = Revenue (commission + fees) of the Business Unit as defined in page 6 of the WGS Ré
Contract, and issued from last audited statutory accounts of the Business Unit for the last
accounting period closed;
	 
	 	•	 	NM = total number of issued Minority Shares;”




And





	 	•	 	Minority Shares is defined as per page 5 of the WGS Ré Contract i.e. “the shares owned
by GS & Cie and representing, at the date of the Agreement, approximately 49.9% of the
share capital and voting rights of the Company”;
	 
	 	•	 	Revenue is defined as per page 6 of the WGS Ré Contract i.e. “the consolidated fees,
brokerage or other remuneration earned by the Company, Willis Limited, Willis Group
Holdings (Bermuda) (WGH) and the affiliate companies whose accounts are included in WGH
consolidated accounts, net of applicable taxes, sub-brokerage payments or any shared
commission or fees payable to third parties, any returned commission written off as bad
debt, derived from the Business from 1st January 2006”;
	 
	 	•	 	The Company is defined as per page 2 of the WGS Ré Contract i.e. “Willis Gras Savoye Ré
S.A.”.




Page 9 of 30









 











     For the avoidance of doubt, the valuation of the Minority Shares in 2009 based on WGS Ré’s
2008 statutory accounts is 18 914 K€ based on 2008 Revenue of 11 933 K€ calculated as per the
table below.



	 	 	 	 	 	 	 	 	 
	In K€ - WGSRé S.A. Legal Accounts	 	2007	 	 	2008	 
	 
	Gross Brokerage
	 	 	9 859	 	 	 	13 707	 
	+ Retros from London
	 	 	759	 	 	 	1 774	 
	 
	= Subtotal “CA brut” included in consolidation (A)
	 	 	10 618	 	 	 	15 481	 
	 
	 	 	 	 	 	 	 	 
	Retro to third parties
	 	 	-2 250	 	 	 	-3 577	 
	- Retros in London
	 	 	-1 266	 	 	 	-1 687	 
	 
	= Subtotal Retrocessions (B)
	 	 	-3 516	 	 	 	-5 264	 
	 
	 	 	 	 	 	 	 	 
	Subtotal “chiffre d’affaires net” in consolidation (C) = (A) + (B)
	 	 	7 102	 	 	 	10 217	 
	 
	 	 	 	 	 	 	 	 
	+ Other Incomes (run off)
	 	 	86	 	 	 	21	 
	 
	= Total Revenue
	 	 	7 188	 	 	 	10 238	 
	 
	 	 	 	 	 	 	 	 
	+ London net revenues
	 	 	2 012	 	 	 	1 695	 
	 
	= “REVENUE”
	 	 	9 200	 	 	 	11933	 
	 







	 	•	 	As P = [(1.585 x R) / NM ] ; then
	 
	 	•	 	(P x NM) = (1.585 x R) ; and
	 
	 	•	 	With R equal to 11 933 K€ , 49.9% of the share capital of WGS Ré is valued in 2009 at
1.585 x 11 933K€ = 18 914 K€
	 
	 	8.2.	 	Valuation of Willis Gras Savoye Ré 49.90% in the Estimated Notification Equity
Value, the Final Notification Equity Value and the Notification Enterprise Value. 





     If neither the Willis Gras Savoye Ré Call nor the Willis Gras Savoye Ré Put has been exercised
before the Calculation Date of WNEqV, then WGS Ré Notification Equity Value (WNEqV) in Euro is
defined according to the following formula:



     WNEqV = 1.585 x 2014 Annual Budget R



     Where R has the same definition as per the above paragraph but with R based on the Business
Unit 2014 Annual Budget.




	 	8.3.	 	Valuation of Willis Gras Savoye Ré 49.90% in the Estimated Call Equity Value, the
Final Call Equity Value, the Call Enterprise Value, the Base Put Equity Value and the Final
Put Equity Value. 





     If neither the Willis Gras Savoye Ré Call nor the Willis Gras Savoye Ré Put has been exercised
before the Calculation Date of WCEqV, then WGS Ré Call Equity Value (WCEqV) in Euro is defined
according to the following formula:



     WCEqV = 1.585 x R 2014



     Where R has the same definition as per section 8.1 but with R calculated on the year 2014 for
the Business Unit.



Page 10 of 30









 






	9.	 	Definitions related to accounting and financial aggregates






	 	9.1.	 	General definitions 
	 
	 	 	 	“Accounting Principles”: means general accepted accounting principles under the French
Financial Reporting Standards established by the Comité de la Réglementation Comptable, and
notably the regulation CRC 99-02 in respect of consolidated accounts. Any changes to the
accounting principles as applied by Gras Savoye & Cie and as detailed in the notes and
appendices of Gras Savoye & Cie annual report for the year ended December 2008, resulting
from the Group management decisions, legal, or regulatory changes, the sum of whose impact
on any particular Aggregate would be the lower of €100,000 or 1% of the value of that
Aggregate before the change, shall be adjusted in the computation of the Aggregates.
	 
	 	 	 	For the avoidance of doubt, all Aggregates will be based on or extracted from the Group’s
Annual Accounts.
	 
	 	 	 	“Aggregates”: means cash element “C”, Insurance Working Capital element “IWC”, Financial
Income related to IWC “FI”, net revenue element “Sales”, EBITDA element “EBITDA” and Interim
Cash Generated element “ICG”. Accounting Principles shall apply when computing Aggregates.
	 
	 	 	 	“Annual Budget”: means Annual Budget as defined in section 1.1 of this Agreement but
including the annual budget of WGS Ré and Willis Correduria when relevant for the
computation of all the formulas in this schedule 1B.
	 
	 	 	 	“Calculation Date”: means the last date of a financial quarter i.e. 31/03, 30/06, 30/09 and
31/12 of a Financial Year at which C Aggregate is computed.
	 
	 	 	 	“Closing Date”: means the date of this Agreement.
	 
	 	 	 	“Financial Debt”: shall be equal to the sum of all amounts due to financial institutions
(excluding those balances with banks and insurers relating to the brokerage and other
operating activities of the company that are otherwise captured in the C Aggregate) as of
the Calculation Date including but not limited to:






	 	-	 	amounts drawn under long term credit facilities (whether due in less than or more
than twelve (12) months);
	 
	 	-	 	bank loans, bonds, debentures, and mezzanine debt including but not
limited to LBO debt
	 
	 	-	 	bank overdrafts;
	 
	 	-	 	Vendor Loans (but, for the avoidance of doubt, this does not
include Vendor preferred shares or Vendor convertible bonds)
	 
	 	-	 	residual amounts due in respect of finance leases; and
	 
	 	-	 	amounts borrowed under asset securitization facilities and all other interest and
non-interest bearing loans including accrued interest;






	 	 	 	The illustration of the Aggregates presented in this Schedule 1B are based on Gras Savoye &
Cie’s Accounts and the related consolidated ledger at the end of December 2007, December 2008,
June 2009 and 2009 Annual Budget.




Page 11 of 30









 












9.2. Definition of Consolidation Scope




The Consolidation Scope applying to the computation of the Aggregates at the Calculation Date
will be determined based on the Accounting Principles except for Minorities Adjustment and
taking Proforma Adjustements (see definition below) into consideration.




For the calculation of the Aggregates, the Consolidation Scope will be adjusted according to the
share of each Group Company’s contribution to the Annual Accounts depending on the percentage of
control:




	 	•	 	100% share for fully consolidated Group Companies;
	 
	 	•	 	Percentage of direct or indirect economic interest for subsidiaries that are
proportionally consolidated and specifically OAAGC but with the exception of Willis GS
Ré ; and
	 
	 	•	 	0% for those subsidiaries that are equity accounted at the Closing Date to the
exception of Willis Correduria. Should a new entity be created or acquired after the
Closing Date and such entity be an equity accounted entity and its EBITDA (including
Proforma Adjustment) be in excess of the lower or €100.000 (one hundred thousand
Euros) or 1.0% (one percent) of the EBITDA Aggregate prior to the new entity creation
or acquisition, then such entity’s contribution to the Aggregates would be accounted
for on a proportional basis.






The contribution of Willis Correduria is exclusively taken for Willis Correduria’ Sales and
Willis Correduria’s EBITDA Aggregates on a proportional basis according to the Correduria Ratio
as if the Company consolidated its economic ownership interest in Willis Correduria. Willis
Correduria will be excluded from all other Aggregates except ICG where the Correduria Annual
Dividend will be included.




“Minorities Adjustment”: When a Group Company is (i) subject to a direct or indirect economic
ownership interest less than 100% but is (ii) fully consolidated, then the Group Company’s
contribution to the Aggregate is taken as follows:




Group Company’s Aggregate x (percentage of direct or indirect economic ownership + percentage of
minority interests covered by put/call agreements).




The corresponding cost of the put/call agreement shall be included as an off balance sheet
liability in the section 9.3 therefafter.




“Proforma Adjustment”: means restatement applied to the computation of the Sales and EBITDA
aggregates to account for the full year impact of acquisitions and disposals of businesses
occurring during the 2 full Financial Year preceding the Calculation Date as if the entity was
acquired or disposed as of 1st January of the 1st full Financial Year :




	 	•	 	For the acquisition and disposal of shares, the Proforma Adjustment will be based on
the statutory account of the company acquired or disposed of (or consolidated account
for the acquisition or disposal of a group of companies); and
	 
	 	•	 	For the acquisition and disposal of business goodwills structured as asset deals,
the Proforma Adjustment will be prepared by the Group’s management taking into account
revenue seasonality and the cost structure acquired. Classification of revenues and
cost will be aligned on the Accounting Principles and accounting classifications of the
Group.




Page 12 of 30









 












For each full Financial Year considered, the Proforma Adjustment will correspond to the
difference between the full year impact of the acquisition or disposal and the contribution of
the Group Companies acquired or disposed of to the Annual Accounts.




Proforma Adjustments shall be made for any impact to the Sales and EBITDA Aggregates greater
than the lesser of €100.000 (one hundred thousand Euros) or 1.0% (one percent) of the
Aggregate prior to the Proforma Adjustment.




9.3. Definition of net cash or net debt element “C”




The net cash or net debt element “C” is defined as the following sum of sub-elements it being
understood that the following sub-elements will be taken at their accounting value at the
Calculation Date. It is also understood that in calculating C any item included in one of the
categories listed below shall not be counted in any other category or any other balance sheet
Aggregate:




	 	i.	 	Plus: Cash at bank and in hand, net of any other financial liabilities, and
marketable securities taken into account at their market value at the Calculation Date
and excluding treasury shares;
	 
	 	ii.	 	Minus: Financial Debt;
	 
	 	iii.	 	Plus: loans advanced to companies outside the Consolidation Scope (in
particular, loan advanced to Willis Entities);
	 
	 	iv.	 	Minus: Amounts borrowed from companies outside the Consolidation Scope, with
the exception of GS Re Luxembourg as long as Gras Savoye & Cie owns 99% of this entity;
	 
	 	v.	 	Minus: Off balance sheet liabilities relating to historical acquisitions based
on the relevant put/call instruments and contractual formula with the minority
shareholder using the latest audited statutory accounts available for these
subsidiaries;
	 
	 	vi.	 	Minus: On balance sheet liabilities relating to historical acquisitions based
on the relevant put/call instruments and contractual formula with the minority
shareholder using the latest audited statutory accounts available for these
subsidiaries
	 
	 	vii.	 	Plus: Receivables relating to disposals of subsidiaries;
	 
	 	viii.	 	Minus: Dividends payables outside of the Group;
	 
	 	ix.	 	Plus: Approved dividends not received at the Calculation Date from non
consolidated entities and WGS Ré;
	 
	 	x.	 	Minus: Liabilities relating to historical employee related incentive plans such
as FCPE scheme, stock option plans (to the extent that there is no corresponding charge
accounted for within EBITDA such as Bonuses payable);
	 
	 	xi.	 	Minus: The absolute value of Insurance Working Capital “IWC” position (see
definition hereafter) to the extent “IWC” is a liability with insurance companies or
insureds;
	 
	 	xii.	 	Minus: Provisions or other liabilities for which there is no corresponding
charge accounted for within EBITDA (excluding the PSAR — “provision pour services à
rendre”) and to the extent that such provisions will result in a cash settlement; and
	 
	 	xiii.	 	Plus: Any portion of GS Ré Luxembourg paid-in share capital as long as the
equivalent cash is present in GS Ré Luxembourg and has not been otherwise captured as
cash in the above captions.




Page 13 of 30









 












	 	 	 	For the avoidance of doubt, C Aggregate of Willis Correduria and Willis Gras Savoye Ré
should be excluded from the computation of the C Aggregate of the Company and the
Correduria Annual Dividend should be included in ICG.




The following table illustrates the methodology to compute the C Aggregate on the basis of December
2008 Annual Accounts.




Calculation of Cash Aggregate (“C”) as of 12/31/2008




	 	 	 	 	 	 	 	 	 
	€m	 	2008	 	 	Source (Appendix 1, pg 9)	 
	 
	(i) Plus: Cash at bank and in hand and marketable securities excluding treasury shares net of any other financial liabilities.
	 	 	 	 	 	 	 	 
	Cash in bank
	 	 	138,9	 	 	 	A51200	 
	Cash in cashier
	 	 	0,1	 	 	 	A53000	 
	Overdraft and other short term facilities,
	 	 	(125,8	)	 	 	P51900	 
	Marketable securities (stocks) (Gross)
	 	 	1,3	 	 	 	A50300	 
	Other marketable securities (Gross)
	 	 	44,9	 	 	 	A50800	 
	Marketable securities (Mutual funds) (Gross)
	 	 	8,7	 	 	 	A50400	 
	Marketable securities (Bonds) (Gross)
	 	 	71,1	 	 	 	A50600	 
	Other marketable securities (Prov)
	 	 	(0,2	)	 	 	A59800	 
	Marketable securities (Bonds) (Prov)
	 	 	(0,0	)	 	 	A59600	 
	Value for collection
	 	 	0,1	 	 	 	A51100	 
	Restatement
	 	 	 	 	 	 	 	 
	Provisioning of marketable securities
	 	 	(0,6	)	 	Reclassification of balance inaccurately reported in A59020 as provisioning of Treasury shares	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Subtotal
	 	 	138,4	 	 	Note 3	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	(ii) Less: Financial Debt
	 	 	 	 	 	 	 	 
	Debt with financial institution
	 	 	(0,7	)	 	 	P16400	 
	Leasings
	 	 	(0,2	)	 	 	P16870	 
	Other financial debt
	 	 	(0,2	)	 	 	P16800	 
	Other short term financial debt.
	 	 	(0,1	)	 	 	P51980	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Subtotal
	 	 	(1,2	)	 	Note 3	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	(iii) Plus: loans advanced to companies outside the Consolidation scope (in particular, loan advanced to Willis related companies)
	 	 	 	 	 	 	 	 
	Current account subs. (Gross)
	 	 	1,4	 	 	A45500 - Note 1	 
	Current account subs. (Prov)
	 	 	(0,4	)	 	 	A49550	 
	(iv) Less: Amounts borrowed from companies outside the Consolidation scope
	 	 	 	 	 	 	 	 
	Debt with subsidiaries
	 	 	(0,1	)	 	 	P17000	 
	Current account subsidiaries
	 	 	(1,0	)	 	P45500 - Note 2	 
	(v) Less: Off balance sheet liabilities relating to historical acquisitions
	 	 	(21,0	)	 	See appdx 6	 
	(vi) Less: On balance sheet liabilities relating to historical acquisitions
Financial fixed assets payables
	 	 	(12,3	)	 	 	P40500	 
	(vii) Plus: Receivables relating to disposals of subsidiaries
Financial fixed assets receivables
	 	 	1,1	 	 	A40500 (sale of Ivory coast €0.6m, Scala €0.3m, Turkey €0.1m)	 
	(viii) Less: Dividends payables outside of GS group
	 	 	—	 	 	 	 	 
	(ix) Plus: Approved dividends not paid at the Calculation Date to be received from non consolidated entities and WGS Ré
WGS Re contractual dividend
	 	 	1,7	 	 	 	 	 
	(ix) Less: Liabilities relating to historical employee related incentive plans such as FCPE scheme, stock option plans (to the extent
that there is no corresponding charge accounted for within EBITDA eg. Bonuses payable)
	 	 	 	 	 	 	 	 
	GS & Cie Stock option scheme liability
	 	 	(2,8	)	 	See appdx 7	 
	GS SA Stock option scheme liability
	 	 	(1,2	)	 	See appdx 18	 
	FCPE repurchase commitment
	 	 	(8,5	)	 	See appdx 8	 
	(x) Minus: The absolute value of Insurance Working Capital “IWC” position (see definition hereafter) to the extent “IWC” is a liability
toward insurance companies.
	 	 	(77,9	)	 	See IWC calculation for 2008	 
	(xi) Minus: Provisions or other liabilities for which there is no corresponding charge accounted for within EBITDA (excluding for the
avoidance of doubt the PSAR — “provision pour services à rendre”)
	 	 	(2,7	)	 	See appendix 19	 
	(xii) Plus: The share capital of GS Re Luxembourg
	 	 	2,0	 	 	See appdx 9	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Restate WGS Re contribution to C component
	 	 	(1,6	)	 	See Schedule 5
	 
	 
	 	 	 	 	 	 	 	 
	 
	Minority interest restatement (items i, ii, iii)
	 	 	(9,7	)	 	See Schedule 5 & Note 4
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Cash equivalent “C” Aggregate
	 	 	4,3	 	 	 	 	 
	 	 	 	 	 








 




			
	Note 1. Comprises €0.3m creditors current account of GS Côte d’ivoire to GS Ghana,
€1.1m cumulated creditors current account of GS SA to CFA L’Europa (€0.3m), GS Ghana
(€0.1m), CMC (€0.1m), Gesminor (€0.2m), GS Re Luxembourg (€0.1m), GS Services
Senegal (€0.1m), Willis Londres (€0.1m)
	 
	Note 2. payables toward minority shareholders
of ASC & GS Nord relating to the dividend owed (synalagmatic commitments)
	 
	Note 3. See
appendix 1 for reconciliation to published annual report
	 
	Note 4. Throughout this example,
the Topco/Bidco valuation formula requires adjusting all “Aggregates” : — for the
elimination of the unowned minority interest in subsidiaries consolidated at 100%




Page 14 of 30









 











9.4. Definition of Interim Cash Generated 




Interim Cash Generated (ICG) is defined as the amount of cash generated by Group’s operations
between January 1st and June 30th i.e. the first six months of a Financial Year.




9.4.1. Definition of Estimated Interim Cash Generated 2014




Estimated Interim Cash Generated 2014 (“Estimated ICG 2014”) will be calculated from the
following elements:




	 	i.	 	Plus: EBITDA from 01/01/2014 to 30/06/2014 forecast as per the 2014 Annual
Budget
	 
	 	ii.	 	Minus: Capex from 01/01/2014 to 30/06/2014 forecast as per the 2014 Annual
Budget
	 
	 	iii.	 	Plus/Minus: Financial interest income excluding FI forecast and financial
interest expense from 01/01/2014 to 30/06/2014 forecast as per the 2014 Annual Budget
	 
	 	iv.	 	Minus: Share of income tax at computation date, based on estimated average tax
rate for the year as per the 2014 Annual Budget
	 
	 	v.	 	Plus or Minus : Any expected exceptional or non-operating cash inflows or
outflows which would not be otherwise captured in the above captions or in the C
definition, such as, but not limited to : dividends payable, income from disposals, etc
	 
	 	 	 	For the avoidance of doubt, Correduria Annual Dividend and WGS Ré dividend to be paid in
2014 must be integrated in Estimated ICG 2014 if relevant and if not already included in C
as at 31/12/2013.
	 
	 	 	 	Should it be not possible to compute certain Aggregates at 30/06/2014, 2014 Annual Budget
divided by 2 will be used.
	 
	 	 	 	The following table illustrates the methodology to compute the Estimated ICG 2014 Aggregates
on the basis of December 2008 Annual Accounts and 2009 Annual Budget.





	 	 	 	 	 	 	 
	€m	 	June 2009	 	 	Sources
	 
	Operating profit 6m09B
	 	 	43,3	 	 	Source: Management
	Depreciations
	 	 	4,3	 	 	Actual June 09
	EBITDA forecast
	 	 	47,6	 	 	 
	Restate PSR movements
	 	 	7,3	 	 	 
	EBITDA cash
	 	 	54,9	 	 	 
	 
	 
	 	 	 	 	 	 
	 
	Financial income
	 	 	2,0	 	 	50% of yearly forecast financial income
	Capex
	 	 	(10,8	)	 	50% of yearly forecast Capex
	Total pre tax
	 	 	46,2	 	 	 
	Taxes
	 	 	(15,5	)	 	Average tax rate FY08 (34,2%)
	Estimated ICG before adjustments
	 	 	30,7	 	 	 
	 
	 
	 	 	 	 	 	 
	Adjustments
	 	 	 	 	 	 
	 
	Dividend payments (Mother company)
	 	 	(11,1	)	 	 
	Dividend payments (Minority interests)
	 	 	(4,9	)	 	 
	DAP disposal
	 	 	3,1	 	 	 
	Repurchase of Axa Shares
	 	 	(10,0	)	 	 
	 
	 
	 	 	 	 	 	 
	 
	Estimated ICG 2009
	 	 	7,8	 	 	 
	 






Page 15 of 30









 







9.4.2. Definition of Final Interim Cash Generated 2014




Final Interim Cash Generated 2014 (“Final ICG 2014”) is defined according to the following
formula:




	 	i.	 	Plus: C Aggregate as at 30/06/2014
	 
	 	ii.	 	Minus: C Aggregate as at 31/12/2013
	 
	 	 	 	For the avoidance of doubt, Correduria Annual Dividend and WGS Ré dividend to be paid in
2014 must be integrated in Final ICG 2014 if relevant and if not already included in C as at
31/12/2013 and as at 30/06/2014.
	 
	 	 	 	The following table illustrates the methodology to compute the Final ICG 2014 Aggregate on
the basis of December 2008 Annual Accounts and C Aggregate as at 30/06/2009.
	 
	 	 	 	As the same methodology applies for ICG 2015 defined as per section 9.4.3 below, the
following table also illustrates the methodology to compute the ICG 2015 Aggregate on the
basis of December 2008 Annual Accounts and C Aggregate as at 30/06/2009.




Page 16 of 30









 











Calculation of Final ICG 2009




	 	 	 	 	 
	€m	 	June 2009	 
	 
	(i) Plus: Cash at bank and in hand and marketable securities excluding treasury shares net of any other financial liabilities.
	 	 	 	 
	Cash in bank
	 	 	166,8	 
	Cash in cashier
	 	 	0,3	 
	Overdraft and other short term facilities,
	 	 	(158,4	)
	Marketable securities (stocks) (Gross)
	 	 	1,1	 
	Other marketable securities (Gross)
	 	 	44,3	 
	Marketable securities (Mutual funds) (Gross)
	 	 	24,4	 
	Marketable securities (Bonds) (Gross)
	 	 	70,6	 
	Short term bonds
	 	 	1,8	 
	Other marketable securities (Prov)
	 	 	(1,0	)
	Other marketable securities (Prov)
	 	 	(0,1	)
	Marketable securities (Bonds) (Prov)
	 	 	—	 
	Value for collection
	 	 	0,8	 
	Restatement
	 	 	 	 
	Provisioning of marketable securities
	 	 	—	 
	 
	 
	 	 	 	 
	 
	Subtotal
	 	 	150,7	 
	 
	 
	 	 	 	 
	 
	(ii) Less: Financial Debt
	 	 	 	 
	Debt with financial institution
	 	 	(0,6	)
	Leasings
	 	 	(0,1	)
	Other financial debt
	 	 	(0,0	)
	Other short term financial debt.
	 	 	(0,0	)
	 
	 
	 	 	 	 
	 
	Subtotal
	 	 	(0,7	)
	 
	 
	 	 	 	 
	 
	(iii) Plus: loans advanced to companies outside the Consolidation scope (in particular, loan advanced to Willis related companies)
	 	 	 	 
	Current account subs. (Gross)
	 	 	3,6	 
	Current account subs. (Prov)
	 	 	(0,4	)
	Reclassify capital increase of GS Re Luxembourg — inaccurately accounted for in A45500 (reclassified in July as non consolidated investment)
	 	 	(2,0	)
	 
	 
	 	 	 	 
	 
	(iv) Less: Amounts borrowed from companies outside the Consolidation scope
	 	 	 	 
	Debt with subsidiaries
	 	 	(0,0	)
	Current account subsidiaries
	 	 	(1,0	)
	(v) Less: Off balance sheet liabilities relating to historical acquisitions
	 	 	(21,0	)
	(vi) Less: On balance sheet liabilities relating to historical acquisitions
	 	 	 	 
	Financial fixed assets payables
	 	 	(8,4	)
	(vii) Plus: Receivables relating to disposals of subsidiaries
	 	 	 	 
	Financial fixed assets receivables
	 	 	0,1	 
	(viii) Less: Dividends payables outside of GS group
	 	 	—	 
	(ix) Less: Liabilities relating to historical employee related incentive plans such as FCPE scheme, stock option plans (to the extent that there is no corresponding charge accounted for within EBITDA eg. Bonuses payable)
	 	 	—	 
	GS & Cie Stock option scheme liability
	 	 	(2,4	)
	GS SA Stock option scheme liability
	 	 	(1,0	)
	FCPE repurchase commitment
	 	 	—	 
	(x) Minus: The absolute value of Insurance Working Capital “IWC” position (see definition hereafter) to the extent “IWC” is a liability toward insurance companies.
	 	 	(99,4	)
	Restate WGS Re contribution to IWC component
	 	 	1,8	 
	(xi) Minus: Provisions or other liabilities for which there is no corresponding charge accounted for within EBITDA (excluding for the avoidance of doubt the PSAR — “provision pour services à rendre”)
	 	 	(2,7	)
	(xii) Plus: The share capital of GS Re Luxembourg
	 	 	4,0	 
	 
	 
	 	 	 	 
	 
	Restate WGS Re contribution to C component (excl. IWC component)
	 	 	(1,1	)
	 
	 
	 	 	 	 
	 
	Minority interest restatement (items i, ii, iii)
	 	 	(12,6	)
	 
	 
	 	 	 	 
	 
	Cash equivalent “C” Aggregate as of 06/30/2009
     (a)
	 	 	7,4	 
	 
	 
	 	 	 	 
	 
	Cash equivalent “C” Aggregate as of 12/31/2008
        (b) - see section 9.3
	 	 	4,3	 
	Variance C 
(c) = (a) – (b)
	 	 	3,2	 
	Willis Correduria dividend
(d)
	 	 	3,9	 
	Final ICG 2009
(e) = (c) + (d)
	 	 	7,1	 
	 





Page 17 of 30









 







9.4.3. Definition of Interim Cash Generated 2015




Interim Cash Generated 2015 (“ICG 2015”) is defined according to the following formula:




	 	i.	 	Plus: C Aggregate as at 30/06/2015
	 
	 	ii.	 	Minus: C Aggregate as at 31/12/2014
	 
	 	 	 	For the avoidance of doubt, Correduria Annual Dividend and WGS Ré dividend to be paid in
2015 must be integrated in ICG 2015 if relevant and if not already included in C as at
31/12/2014 and as at 30/06/2015.
	 
	 	 	 	The table in section 9.4.2 illustrates the methodology to compute the ICG 2015 Aggregate on
the basis of December 2008 Annual Accounts and C Aggregate as at 30/06/2009.






9.4.4. Others




	•	 	Clause de bon père de famille regarding ICG’s calculation: The affairs of the Group
shall be managed in the normal course of business in the period leading up to the Option
Completion Date, notably as regards normal collection periods, cut off issues and payment
terms in respect of customers and third parties.
	 
	 	 	If there is an acquisition or disposal in the period between January 1, 2015 and June
30, 2015, then the Parties agree to adjust all relevant Aggregates for that period, meaning
as if no changes in perimeter occurred during this period:






	 	-	 	For an acquisition: As Sales and EBITDA Aggregates relate to
2013 and 2014 Annual Accounts, then only the cash paid for the acquisition will
be added back to the ICG 2015 Aggregate.
	 
	 	-	 	For a disposal: As Sales and EBITDA Aggregates relate to 2013
and 2014 Annual Accounts, then only the cash received from the disposal will be
subtracted from the ICG 2015 Aggregate.




Page 18 of 30









 












	9.5.	 	Definition of Insurance Working Capital
	 
	 	 	The parties intend that Insurance Working Capital (“IWC”) shall be a calculation of the
aggregate of the funds of each operating Group Company, net of claims payments advanced on
behalf of insurers, collected from and held on behalf of insureds and insurers of the relevant
Group Company prior to payment, recognizing that this calculation is not required in France. To
the extent that the Group changes its Accounting Principles or to the extent that one of the
operating Group Companies has a different accounting model, the calculation of the funds of that
Group Company shall be prepared to achieve this objective of deriving net funds held on behalf
of insureds and insurers. The Insurance Working Capital will be computed by taking the
following balance:






	 	i.	 	Minus: Insurance company payables, comprising all balances due to insurers in
relation with the brokerage activity including but not limited to premiums to be
reverted to insurers whether collected from the client or not,
	 
	 	ii.	 	Minus: Other insurance cycles payables, including but not limited to down
payments from customers, client and insurance companies unallocated credit balances,
	 
	 	iii.	 	Plus: Gross value of Client receivables including premiums, commissions and
fees to be collected from customers in relation with the brokerage activity as well as
receivables in relation with the other Company’s activities turnover (notably
consulting fees).
	 
	 	iv.	 	Plus: Gross value of Insurance receivables including commissions and fees to be
received from insurers as well as claims refund from insurers,
	 
	 	v.	 	Minus: Deposits received from insurance companies and clients related to the
claim management activity,




     Adjusted for the following items:





	 	vi.	 	Minus: Gross value of Clients or Insurance receivables in respect of
commissions and fees to be recovered from customers. For those Group Companies whose
accounting scheme in respect of brokerage activity includes the double counting of
these balances within Client receivables and Insurance receivables, the restatement
will relate to the amount included in Insurance receivables.
	 
	 	vii.	 	Plus: Commissions and fees payables to intermediaries accounted for within the
balances listed hereabove,
	 
	 	viii.	 	Plus: 14.8% of any unreconciled items relating to cash received but not yet
allocated to Client or Insurance Receivables. 14.8% is representative of the average
commission rate and if actual rates differ from more than a 1% change in average rate
from this 14.8% rate, then the actual rate will be used




The following table illustrates the methodology to compute the IWC Aggregate on the basis of
December 2008 Annual Accounts. In case of accounting misclassifications in the Annual Accounts the
concepts and methodology used hereabove and illustrated below will prevail.






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Calculation of IWC as of 12/31/2008




	 	 	 	 	 	 	 	 	 
	€m	 	2008	 	 	Source	 
	 
	• Less: Insurance company payables, comprising all balances due to insurers in relation with the brokerage activity including but not
limited to premiums to be reverted to insurers whether collected from the client or not,
	 	 	 	 	 	 	 	 
	Insurers payables
	 	 	(576,7	)	 	 	P40700	 
	• Less: Other insurance cycles payables, including but not limited to down payments from customers, client and insurance companies
unallocated credit balances,
	 	 	 	 	 	 	 	 
	Accounts receivables credit balances and other accounts payables
	 	 	(41,0	)	 	 	P41900	 
	Down-payments from clients
	 	 	(13,0	)	 	 	P41910	 
	• Plus: Client receivables including premiums, commissions and fees to be collected from customers in relation with the brokerage
activity as well as receivables in relation with the other Group activities turnover (notably consulting fees).
	 	 	 	 	 	 	 	 
	Clients receivables (gross)
	 	 	479,6	 	 	 	A41000	 
	• Plus: Insurance receivables including commissions and fees to be received from insurers as well as claims refund from insurers,
Company receivables (gross)
	 	 	153,0	 	 	 	A40700	 
	• Less: Deposits received from insurance companies and clients related to the claim management activity
	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Deposits
	 	 	(38,5	)	 	 	P16500	 
	• Less: Clients or Insurance receivables in respect of commissions and fees to be recovered from customers. For those Entities
whose accounting scheme in respect of brokerage activity includes the double counting of these balances within Client receivables and
Insurance receivables, the restatement will relate to the amount included in Insurance receivables.
	 	 	(83,4	)	 	Note 1, Appdx 12	 
	• Plus: Commissions and fees payables to intermediaries accounted for within the balances listed hereabove,
	 	 	36,1	 	 	Note 1, Appdx 12	 
	• Plus: 14.8% of Client and insurance payables relating to unreconciled items
	 	 	5,7	 	 	Note 1, Appdx 12	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Accounting reclassification
	 	 	(5,5	)	 	Note 1, Appdx 12	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Restate WGS Re contribution to IWC component
	 	 	(0,0	)	 	Note 1, Appdx 12	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Minority interest restatement
	 	 	5,8	 	 	Note 1, Appdx 12	 
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	“IWC” Aggregate
	 	 	(77,9	)	 	 	 	 
	 	 	 	 	 








 




			
	Note 1. The restatements to the accounts extracted from the consolidated general
ledger of GS & Cie are presented in the appendices 11 (methodology) & 12 (calculation
per entity) to the schedules. These restatements were based on an ad hoc analysis
prepared for the purpose of these schedules.




It is understood by the Parties that the current reporting systems of the Group Companies does
not systematically allow to track the balances for such calculation, the Company’s management
should take the relevant actions to implement an accurate reporting tool in the next 18 months post
Closing Date.





9.6. Definition of Sales




Consolidated net revenues “Sales” is equal to:




	 	i.	 	Plus: Gross turnover
	 
	 	ii.	 	Minus: Intermediary Fees and Commissions,
	 
	 	iii.	 	Plus: Financial income related to Insurance Working Capital (“FI”),






“Gross Turnover”; shall be made up of brokerage income and related income derived from the
insurance activity (fees notably). The above definition will include the remuneration of
consulting services performed by the Group (notably Sageris and GS SA FUSAC department).




“Intermediary Fees and Commissions” shall be the Group remuneration of third parties for the
bringing of insurance business to GS or managing business on GS behalf.




“FI” shall be computed as Total Financial Income multiplied by (Average of Insurance Working
Capital values for Q1, Q2, Q3 and Q4n) divided by (Average of sum of C(i) and C(iii) values for
Q1, Q2, Q3 and Q4n) where C(i) and C(iii) are the items listed in C definition.




“Total Financial Income” will include the following balances



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	 	•	 	Interest income on financial investments and loans to companies outside the
Consolidation Scope,
	 
	 	•	 	Profits/losses on marketable securities (VMP)






It being understood that if the above calculation exceeds the Total Financial Income then FI
shall be equal to the Total Financial Income.




The following table illustrates the methodology to compute the Sales Aggregate on the basis of
December 2008 Annual Accounts.



Calculation of 2008 Sales




	 	 	 	 	 	 	 	 	 
	€m	 	2008	 	 	Source	 
	 
	• Plus: Gross turnover
	 	 	 	 	 	 	 	 
	Sales of goods — Local
	 	 	0,4	 	 	 	R70700	 
	Gross brokerage revenues and sales of services — Export
	 	 	10,6	 	 	 	R70610	 
	Fees (brokerage and consulting)
	 	 	29,4	 	 	 	R70620	 
	Gross brokerage revenues and sales of services — Local
	 	 	512,0	 	 	 	R70600	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Subtotal
	 	 	552,4	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	• Minus: Intermediary Fees and Commissions,
	 	 	 	 	 	 	 	 
	Fees on turnover
	 	 	(24,4	)	 	 	R62100	 
	Commissions to intermediaries
	 	 	(173,1	)	 	 	R62280	 
	Fees to intermediaries
	 	 	(0,1	)	 	 	R62290	 
	• Plus: Financial income related to Insurance Working Capital “FIIWC”,
	 	 	4,1	 	 	See Schedule 5	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Correduria Sales impact
	 	 	14,8	 	 	See Schedule 7
	 
	 
	 	 	 	 	 	 	 	 
	 
	Minority Interest restatement
	 	 	(15,5	)	 	See appdx 13 (2008)	 
	 
	 
	 	 	 	 	 	 	 	 
	 
	Restate WGS Re contribution to sales component
	 	 	(4,2	)	 	See appdx 13 (2008)	 
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	“Sales” Aggregate
	 	 	353,9	 	 	 	 	 
	 	 	 	 	 








 




			
	Note: for the purpose of those illustrations, proforma adjustments have not been
retained (especially Turkey and Cabrol acquisitions)




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9.7. Definition of EBITDA




EBITDA is defined as:




	 	i.	 	Plus : Operating Profit (equivalent to “Résultat d’exploitation”)
	 
	 	ii.	 	Plus : Financial income related to Insurance Working Capital “FI”
	 
	 	iii.	 	Plus: Amortization of intangible fixed assets and depreciation of tangible
fixed assets
	 
	 	iv.	 	Plus/(Minus): Charges to and (releases) from provisions for risks and charges
in respect of non operating elements
	 
	 	v.	 	Plus/(Minus): Charges to and (release) from PSAR (provision pour service à
rendre)




The following table illustrates the methodology to compute the EBITDA Aggregate on the basis of
December 2008 Annual Accounts.




Calculation of 2008 EBITDA




	 	 	 	 	 	 	 	 	 	 	 	 	 
	€m	 	2008	 	 	2007	 	 	Source	 
	 
	• Plus :Operating Profit (equivalent to REX)
	 	 	44,0	 	 	 	43,6	 	 	GS & Cie 2008 Annual report page 33	 
	• Plus: Amortisation of intangible fixed assets and depreciation of tangible fixed assets
Amortization
	 	 	8,9	 	 	 	8,1	 	 	 	R68110	 
	• Plus/(Less): Charges to and (releases) from provisions for risks and charges
	 	 	—	 	 	 	—	 	 	 	 	 
	• Plus/(Less): Charges to and (release) from PSAR(provision pour service à rendre)
	 	 	 	 	 	 	 	 	 	 	 	 
	Reversal of PSAR
	 	 	(16,5	)	 	 	(15,0	)	 	R78152 GS&Cie 2007/2008 Put/Call pricing	 
	Allowance of PSAR
	 	 	18,7	 	 	 	16,2	 	 	R68152 GS&Cie 2007/2008 Put/Call pricing	 
	• Plus : Financial income related to Insurance Working Capital “FIIWC”
	 	 	4,1	 	 	 	4,5	 	 	See Schedule 5	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Correduria impact
	 	 	5,5	 	 	 	4,4	 	 	See Schedule 7	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Minority interest restatement
	 	 	(4,1	)	 	 	(3,3	)	 	See appdx 13 (2008)	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Restate WGS re contribution to EBITDA aggregate
	 	 	(1,8	)	 	 	(1,1	)	 	See appdx 13 (2008)
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	Total EBITDA
	 	 	58,7	 	 	 	57,3	 	 	 	 	 
	 	 	 	 	 








 




			
	Note: for the purpose of those illustrations, proforma adjustments
have not been retained (especially Turkey and Cabrol acquisitions)




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10. Definitions related to market multiples K1 & K2





	 	10.1.	 	Mission of the Experts in charge of calculating the market multiples K1 & K2




Experts must be chosen by the Parties among the companies/names listed below (the “Experts
List”):





	 	•	 	Sorgem Evaluation ;
	 
	 	•	 	Ricol, Lasteyrie & Associés ;
	 
	 	•	 	Cabinet Dominique Ledouble ;
	 
	 	•	 	Bellot Mullenbach & Associés ;
	 
	 	•	 	Fairness Finance ;
	 
	 	•	 	Associés en Finance ; and
	 
	 	•	 	Paper Audit & Conseil.
	 
	 	10.1.1.	 	Missions of the Experts in connection with the Willis’ Call Options and the
Willis Put Options




(a) Mission in 2014:



Each of the Experts has the following mission in 2014 (the “2014 Mission”): it shall determine
the K1 and K2 multiples used in the formulas of the Estimated Notification Equity Value, Final
Notification Equity Value and Notification Enterprise Value in accordance with this Schedule 1B
and shall deliver to the Parties, the Company and the 1592 Arbitrator a written report in that
respect no later than March 24, 2014 or, if such an extension is agreed in writing by the
Parties for good cause or requested by one of the Experts at his sole discretion, no later than
March 31, 2014 (the “Notification Requested Date”).



On January 15, 2014 at the latest, the Expert appointed by Willis and the Expert appointed by
the Financial Investors in accordance with Section 10.2 of this Agreement shall confirm in
writing to Willis, the Financial Investors and the Company their capacity to perform the 2014
Mission.



If one of such Experts fails to confirm its capacity in due time or informs Willis, the
Financial Investors and the Company in writing that it is unable or not willing to perform the
2014 Mission, the Party having appointed this Expert shall select and appoint another Expert
from the Experts List (a “2014 Substitute”) and this 2014 Substitute shall accept the 2014
Mission no later than five (5) Business days after January 15, 2014.






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In the absence of fraud or manifest error, the reports of the Experts with respect to the 2014
Mission shall be final and binding upon the Parties, the Company and the 1592 Arbitrator.



The 2014 Mission will be performed by the 1592 Arbitrator acting alone in the event that:





	•	 	either Willis or the Financial Investors refuse to appoint an Expert or do not appoint
an Expert in due time;






	•	 	one of the Experts or 2014 Substitute does not deliver his report on the Notification
Requested Date at the latest;






	•	 	the 2014 Substitute fails to accept the 2014 Mission in due time or refuses to perform
the 2014 Mission




All fees incurred by the Experts in connection with the 2014 Mission shall be borne by Willis
and the Willis Call Grantors pro-rata their respective Imputed Holdings.



(b) Mission in 2015:



Each of the Experts has the following mission in 2015 (the “2015 Mission”): it shall determine
the K1 and K2 multiples used in the formulas of the Estimated Call Equity Value, Final Call
Equity Value and Call Enterprise Value in accordance with this Schedule 1B and shall deliver to
the Parties, the Company and the 1592 Arbitrator a written report in that respect no later than
March 23, 2015 or, if such an extension is agreed in writing by the Parties for good cause or
requested by one of the Experts at his sole discretion, no later than March 30, 2015 (the “Call
Requested Date”).



On January 15, 2015 at the latest, the Expert appointed by Willis and the Expert appointed by
the Financial Investors in accordance with Section 10.5 of this Agreement shall confirm in
writing to Willis, the Financial Investors and the Company their capacity to perform the 2015
Mission.



If one of such Experts fails to confirm its capacity in due time or informs Willis, the
Financial Investors and the Company in writing that it is unable or not willing to perform the
2015 Mission, the Party having appointed this Expert shall select and appoint another Expert
from the Experts List (a “2015 Substitute”) and this 2015 Substitute shall accept the 2015
Mission no later than five (5) Business days after January 15, 2015.



In the absence of fraud or manifest error, the reports of the Experts with respect to the 2015
Mission shall be final and binding upon the Parties, the Company and the 1592 Arbitrator.



The 2015 Mission will be performed by the 1592 Arbitrator acting alone in the event that:





	•	 	either Willis or the Financial Investors refuse to appoint an Expert or do not appoint
an Expert in due time;






	•	 	one of the Experts or 2015 Substitute does not deliver his report on the Call Requested
Date at the latest;





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	•	 	the 2015 Substitute fails to accept the 2015 Mission in due time or refuses to perform
the 2015 Mission




All fees incurred by the Experts in connection with the 2015 Mission shall be borne by Willis
and the Willis Call Grantors pro-rata their respective Imputed Holdings.




     10.1.2. Missions of the Experts in connection with the Lucas’ Parties Put Options


In the event that the consideration for the Put Securities becomes payable in the context of a
Full Exit resulting from the exercise of the Call Options or the exercise of the Willis Put
Options, the K1 and K2 multiples used in the formula of the Final Put Value shall be the K1 and
K2 multiples calculated by the Experts or the 1592 Arbitrator for the 2015 Mission.



In the event that Willis has not delivered Confirming Notifications or in the event that the
Call Options or the Willis Put Options have not been exercised, the K1 and K2 multiples used in
the formula of the Final Put Value shall be determined by the Experts selected and appointed by
the Willis Parties and the Willis Call Grantors in accordance with Section 14.7(a) no later than
twelve (12) Business Days prior to the completion of the Full Exit (the “Put Mission”).



If those Experts are able to perform the Put Mission in due time, in the absence of fraud or
manifest error, the reports of the Experts with respect to the Put Mission shall be final and
binding upon the Lucas Parties, the Put Options Grantors and the 1592 Arbitrator and shall be
attached to the Full Exit Notice.



If any of those Experts is unable or not willing to perform the Put Mission in due time, the
Full Exit Notice shall include the Put Options Grantors’ own calculation of the K1 and K2
multiples and if one of the Lucas Parties delivers a notice of verification pursuant to
Section 14.7(d), the 1592 Arbitrator shall verify such calculation.



Each of the Lucas Parties, the Willis Parties and the Financial Investors shall bear one third
of the fees incurred by the Experts in connection with the Put Mission.




     10.1.3. Mission of the Experts in connection with the Correduria Equity Value


If the Correduria Call or the Correduria Put is exercised in 2014, the K1 and K2 multiples used
in the formula of the Correduria Equity Value shall be the K1 and K2 multiples calculated by the
Experts or the 1592 Arbitrator for the 2014 Mission.



If the Correduria Call or the Correduria Put is exercised in 2015, the K1 and K2 multiples used
in the formula of the Correduria Equity Value shall be the K1 and K2 multiples calculated by the
Experts or the 1592 Arbitrator for the 2015 Mission.



If the Correduria Call and the Correduria Put have not been exercised yet on January
1st 2016, the K1 and K2 multiples used in the formula of the Correduria Equity Value
shall be determined by the Experts selected and appointed by the Willis Parties and the


Page 25 of 30









 






 Company in accordance with Section 17.3(g) no later than January 30, 2016 (the “Correduria
Mission”)



If those Experts are able to perform the Correduria Mission in due time, in the absence of fraud
or manifest error, the reports of the Experts with respect to the Correduria Mission shall be
final and binding upon the Willis Parties, the Group Companies and the 1592 Arbitrator and shall
be attached to any exercise notice of the Correduria Call or Correduria Put.



If any of those Experts is unable or not willing to perform the Correduria Mission in due time,
Willis Europe shall provide Gras Savoye SA, GS Eurofinance and any other Group Company holding
Correduria Minority Shares with its own calculation of the K1 and K2 multiples and if any of
Gras Savoye SA, GS Eurofinance and the other Group Company holding Correduria Minority Shares
delivers a notice of verification pursuant to Section 17.3(k), the 1592 Arbitrator shall verify
such calculation.



The fees incurred by the Experts for the Correduria Mission shall be shared equally between the
Willis Entities, on the one hand, and the Group Companies, on the other hand.




     10.2. Methodology related to market multiples K1 & K2


The K1 and K2 market multiples that will be selected for the formulas will be equal to the average
of the two multiples selected by each Expert.



The sample “s” of comparable listed insurance brokers (“The Sample”) shall include “liquid”
companies listed on regulated financial markets:





	 	•	 	K1 and K2 will be computed on the same Sample.
	 
	 	•	 	The Sample will include the following 5 quoted companies:






	 	-	 	Aon Corporation;
	 
	 	-	 	Arthur J. Gallagher & Co;
	 
	 	-	 	Jardine Lloyd Thompson Group PLC;
	 
	 	-	 	Marsh & McLennan Companies Inc; and
	 
	 	-	 	Willis Group Holdings Ltd.




The evolution of the Sample over time (potential delisting of companies, M&A activities within the
Sample) shall be discussed between the Parties and the Experts, who will monitor the Sample and
have the final decision on its evolution.



Should consolidated accounts by one or several Sample companies not be publicly available, Experts
will rely on (i) preliminary results (in the form of a press release or presentation) if applicable
or (ii) Bloomberg consensus of results otherwise.






Page 26 of 30









 








     10.3. Definition related to K1


K1 is defined as the “Enterprise Value/Sales” market multiple computed as the average of the
“Enterprise Value/Sales” multiples of the Sample “s” over a defined period of time provided that K1
is a minimum multiple of 1.50x and a maximum multiple of 1.80x.



K1 will be computed according to the following formula, it being understood that this formula is a
framework which the Experts will try to respect as much as possible:




K1 = [MC (s) + Net Debt (s)] / Sales (s)



MC (s) = MC is defined as the average daily Market Capitalization over a full year (12 months)
period for each company of the Sample “s”.



Experts will make all relevant adjustments to MC (number of shares selected to compute the market
capitalization, volume weighted share price methodology etc...) to reflect market’s view.



Net Debt (s) = Net Debt is equal to the adjusted consolidated financial debt minus adjusted
consolidated cash excluding fiduciary cash or “restricted cash” calculated on audited consolidated
accounts at year end (December 31st) for each company of the Sample “s”.



Experts will make all relevant adjustments to Net Debt (pro forma for acquisitions / disposals,
unfunded provisions for retirement, provisions with cash impact, off balance sheet commitments,
debts related to minority interests, financial assets etc...) to reflect market’s view.



Sales (s) = Sales is defined as the consolidated net sales including financial income related to
fiduciary cash calculated on audited consolidated accounts at year end (December 31st)
for each company of the Sample “s”.



Experts will make all relevant adjustments to Sales (pro forma for acquisitions / disposals, non
recurring items etc...) to reflect market’s view.






Page 27 of 30









 








     10.4. Definitions related to K2


K2 is defined as the “Enterprise Value/EBITDA” market multiple computed as the average of the
“Enterprise Value/EBITDA” multiples of the Sample “s” over a defined period of time provided that
K2 is a minimum multiple of 8,50x and a maximum multiple of 11,50x.



K2 will be computed according to the following formula, it being understood that this Formula is a
framework which the Experts will try to respect as much as possible:




K2 = [MC (s) + Net Debt (s)] / EBITDA (s)



MC (s) = See section on K1.



Net Debt (s) = See section on K1.



EBITDA (s) = EBITDA is defined as the consolidated “Earnings before Interest, Tax, Depreciation and
Amortization” including financial income related to fiduciary calculated on audited consolidated
accounts at year end (December 31st) for each company of the Sample “s”.



Experts will make all relevant adjustments to EBITDA (gains or losses on asset sale, pro forma for
acquisitions / disposals, non recurring items etc...) to reflect market’s view.







Page 28 of 30









 









	11.	 	Definitions related to Willis Correduria Equity Value.
	 
	 	 	The valuation of GSC’s share capital of Willis Correduria is defined in the above sections for
computation of the ENEqV, FNEqV, NEnV, ECEqV, FCeqV, CEnV,BPEV, PEV and Willis Put Option
formulas.
	 
	 	 	The definition of Correduria Equity Value (“CEV”) defined in this section relates to Correduria
Put and Call as described in the Recital of the Shareholders’ Agreement.
	 
	 	 	Correduria Equity Value (CEV) in Euro is defined according to the following formula:




CEV = [40% x K1 x Willis Correduria Sales n] + [60% x K2 x ((Willis Correduria EBITDA n + Willis
Correduria EBITDA n-1) x 0.5)]



Where:





	 	•	 	K1 is defined as the “EV/Sales” market multiple as further defined in section 10.3
above;
	 
	 	•	 	Willis Correduria Sales is defined as the consolidated net turnover of Willis Correduria
with the Sale Aggregate defined as per section 9.6. above;
	 
	 	•	 	K2 is defined as the “EV/EBITDA” market multiple as further defined in section 10.4
above;
	 
	 	•	 	Willis Correduria EBITDA is defined as the consolidated “Earning before interest, tax,
depreciation and amortization” of Willis Correduria with the EBITDA Aggregate defined as
per section 9.7 above;
	 
	 	•	 	n is defined as the last Financial Year ending December 31 before the year of the
exercise of the Correduria Put or Call;
	 
	 	•	 	n-1 is defined as Financial Year ending December 31 before year n; and
	 
	 	•	 	Willis Correduria Sales and Willis Correduria EBITDA are calculated from the Willis
Correduria’s consolidated audited financials prepared in accordance with statutory
accounting rules in Spanish Gaap.




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	12.	 	Appendices





 









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