ADDITIONAL INFORMATION 21 21.1.9 FACTORS LIKELY TO HAVE AN IMPACT IN • the technical development, including by way of clinical trials, THE EVENT OF A PUBLIC OFFERING the production and marketing of any product and material Pursuant to Article L.225-37-5, we call to your attention to the enabling the treatment of ophthalmic pathologies and following points likely to have an impact in the event of a public neurodegenerative diseases; offering: • any services and activities in relation thereto; • the acquisition, operation or sale of any process, patent or other The capital structure as wel l as the known direct or indirect intellectual property rights in relation thereto; holdings of the Company and all related matters are described in • the participation, by any means, whether directly or indirectly, in paragraph 18.1 of this Registration Document. any operation that could be connected to the activities described There are no statutory restrictions on the exercise of double above by way of incorporation, contribution, subscription or voting rights, apart from abstentions from voting that may be acquisition of the shares, merger or creation, acquisition, leasing requested by one or more shareholders holding at least 2.5% of including any management leasing, of any business; and the share capital absent a declaration of a breach of the statutory • more generally, all commercial, industrial, real estate, civil and thresholds (Article 12.2 of the Company’s bylaws). financial transactions, including any guarantee or security, There is no statutory restriction on the transfer of shares. loan, cash transaction in particular the transactions set out in article L.511-7 of the French Monetary and Financial Code, There is no instrument containing special control rights. relating directly or indirectly to any of the aforementioned There are no control mechanisms provided in a potential corporate purposes or any similar or related purpose. shareholding system for personnel with control rights not exercised by the said personnel. 21.2.2 ADMINISTRATIVE AND MANAGEMENT The rules for nominating and removing members of the Board BODIES of Directors are the legal and statutory rules provided for in 21.2.2.1 Board of Directors (Articles 15, 16, 17, 18, 20 Article 16 of the Company’s bylaws. and 21 of the bylaws) With regard to authority of the Board of Directors, current delegationsComposition of the Board of Directors, and of the directors are described in paragraph 21.1.3 of this Registration Document The Company is governed by a Board of Directors composed of (share purchase program) and in the table of delegations for capital at least three members and at most 18 members elected by the increases appearing in Paragraph 21.1.6 of this same document. ordinary shareholders’ meeting pursuant to and subject to the The Company’s bylaws are changed in accordance with the legal exceptions stated by law. and regulatory provisions. The Board of Directors should reflect a balanced representation No significant agreement is entered into by the Company that is of women and men. changed or that terminates in the event of a change of control. During the term of the Company, directors are appointed, There are no private agreements providing for severance renewed or dismissed under the conditions provided for by payments in the event of cessation of duties of members of applicable laws and regulations and by the Company’s bylaws. the Board of Directors or employees if they resign or are laid off without real and serious cause or if their employment is Directors are appointed for a three-year term, by way of exception terminated due to a public offering. Details of the severance likely and in order to exclusively allow for the implementation or the to be paid to the chief executive officer are provided above, as well maintenance of the staggering of the mandates, the ordinary as in Paragraph 15.1 of this Registration Document (Table 11). shareholders’ meeting may appoint one or several members of the Board of Directors for a term of two years or one year. Directors are eligible for re-election. They can be dismissed at any 21.2 time by the general shareholders’ meeting. CONSTITUTIVE DOCUMENTS AND BYLAWS No person who is more than 75 years old may be a director. The number of directors who are also party to employment contracts 21.2.1 CORPORATE PURPOSE (ARTICLE 2 OF THE with us may not exceed one-third of the directors in office. BYLAWS) Directors are subject to applicable laws and regulations regarding Our corporate purpose in France and abroad includes: plurality of offices. • the research and development in the treatment of ophthalmic Directors may be individual or legal entities. At the time they are pathologies and neurodegenerative diseases of any kind; elected, legal entities must appoint a permanent representative 226– GENSIGHT BIOLOGICS – 2017 Registration Document