ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 14 Therapy Catapult where she was responsible for the translational, disposal of assets not provided for in the annual budget and for a unit regulatory and clinical development activities for a wide range of amount in excess of €500,000 or a cumulative amount in excess of cell and gene therapies.Prior to that, Natalie spent 16 years at €1,000,000; Pfizer leading development activities across various therapeutic Any acquisition or sale, taking or disposal of stakes in other entities areas, including cell based therapies in the Regenerative Medicine or joint ventures, exchanges concerning property, shares or securities Unit. Dr. Mount has also sat on the boards of directors of the Cell within the scope of acquisition or sale transactions, for a unit amount and Gene Therapy Catapult, CTTCR and Chimeric Therapeutics. in excess of €1,000,000 or a cumulative amount in excess of Dr. Mount has a first class degree in Natural Sciences from the €2,000,000; University of Cambridge and a Ph.D. from University College, London. Any entry into financing (including credit facilities and leasing arrangements) not provided for in the annual budget, for a unit Charlotte Corbaz has served as the representative of Bpifrance amount in excess of €1,000,000 or a cumulative amount in excess Participations on our Board of Directors since December 2017. of €2,000,000; Ms. Corbaz has worked in the Large Venture Fund of Bpifrance Any decision to set up a structure outside French territory, in particular Participations since the creation of the fund in 2013, and she through offices, branches or establishments, including with regard currently serves as Investment Principal of the fund. In 2011, to R&D activities, or withdrawal from any such structures, it being Ms. Corbaz began her career in the Valuation and Modeling specified that the transfer of the Company’s registered office or its Department of Eight Advisory, and in 2012 she joined Fond management team outside France will require the express prior Stratégique d’Investissement as an analyst. Ms. Corbaz previously authorization of the director appointed upon the proposal of Bpifrance sat on the Board of Directors of VI Technology SAS and currently Participations, which may not be refused without reasonable cause serves on the Board of Directors of Ekinops SA. She has a degree duly substantiated to the Board; in Management from Audencia Nantes. Any decision to proceed with the creation of a subsidiary or any trading 14.1.3 BALANCE IN THE COMPOSITION OF THE in the securities of any subsidiary of the Company; BOARD OF DIRECTORS Any significant transaction that could affect the Company’s strategy or change its financial structure or its scope of business. Further to the nomination by the shareholders’ meeting held on May 31, 2017 of Simone Seiter and Natalie Mount as members Furthermore, the Chief Executive Officer shall submit for the Board’s of the Board of Directors, the Board of Directors held on May 31, approval the Company’s annual budget and any revision of such 2017 stated that since this date the Company complies with the budget and shall act within the limits set by the budget approved by balanced representation of men and women required by article the Board. L 225-18-1 of the French Commercial Code, which provides that The Board carries out the controls and verifications it deems the proportion of directors of each gender shall be no less than appropriate and may ask for the documents that it considers useful for 40%. the accomplishment of its tasks to be provided to it.” Therefore, the Board of Directors held on May 31, 2017 has decided to release the payment of attendance fees, which was 14.1.5 STATEMENT REGARDING THE EXECUTIVE suspended insofar as such requirement was not met on January 1, OFFICERS OR DIRECTORS 2017, including any arrears. As of the date of this Registration Document, to our knowledge, there are no family relationships among any of our executive 14.1.4 LIMITATION OF AUTHORITY OF THE CHIEF officers or directors. EXECUTIVE OFFICER To our knowledge, over the course of the past five years: (i) none The rules of procedure of the Board of Directors provide that of the above persons has been convicted of fraud; (ii) none of decisions deemed “important” as mentioned below are subject to the above persons has been associated with any bankruptcy, prior approval of the board ruling by simple majority: receivership or liquidation; (iii) no accusations or official public “Any decision to make a transfer of any substantial asset or any sanctions have been brought against any of the above persons substantial intellectual/industrial property belonging to the Company; by statutory or regulatory authorities (including designated professional bodies); and (iv) none of the above persons has Any decision to make an acquisition of strategic assets, in particular anbeen disqualified by a court from acting as a member of the industrial property element for the benefit of the Company; administrative, management or supervisory body of any company, Any investment or divestment decision of any kind (whether in the form or from being involved in the management or performance of of CAPEX or OPEX), commitments or decommitments, acquisition or business of any company. 150– GENSIGHT BIOLOGICS – 2017 Registration Document