ADDITIONAL INFORMATION 21 these powers within the limits of the Company’s purpose and Shareholders are liable for losses only up to the amount of their subject to the powers that the law and the bylaws grant expressly contributions. to the shareholders’ meeting or the Board of Directors. The Chief The rights and obligations attached to a share remain with the Executive Officer represents the Company in its relations with share when it is transferred. third-parties. On the recommendation of the Chief Executive Officer, the Board Ownership of a share legally implies compliance with the bylaws of Directors may appoint, among its members or outside, one or and the resolutions of the shareholders’ meeting. more individuals in charge of assisting the Chief Executive Officer, Whenever it is necessary to hold several shares to exercise a right, who holds the title of Deputy Chief Executive Officer. No person individual shares or a number of shares less than the number who is more than 70 years old may be a Deputy Chief Executive required give no rights to their owners against the Company; in Officer. this case, it is the responsibility of the shareholders to combine the There may be no more than five Deputy Chief Executive Officer. number of shares necessary. The term of office of the Deputy Chief Executive Officer or of the 21.2.3.3 Indivisibility of the Shares – Beneficial Deputy Chief Executive Officers is determined at the time they Ownership (Article 13 of the bylaws) are appointed, but this term may not exceed the term of office on Shares are indivisible with respect to the Company the Board, if applicable. Co-owners of indivisible shares are represented at shareholders’ The Chief Executive Officer may be dismissed at any time by the meetings by one of the owners or by a single agent. If they Board of Directors. This is also true for the Deputy Chief Executive disagree, the agent shall be designed by court at the request of Officers, on the recommendation of the Chief Executive Officer. one of the co-owners. If dismissal is decided without grounds, it may result in damages, except when the Chief Executive Officer assumes the position of If there is a beneficial owner, the share registration must show the Chairman of the Board of Directors. existence of the beneficial ownership. Except where otherwise stipulated in an agreement notified to the Company by registered When the Chief Executive Officer ceases or is prevented from mail with return receipt, the voting right belongs to the beneficial performing his duties, the Deputy Chief Executive Officers retain owner in ordinary shareholders’ meetings and to the bare owner their duties and powers, unless decided otherwise by the Board, in extraordinary shareholders’ meetings. until the appointment of the new Chief Executive Officer. The Board of Directors determines the compensation of the Chief 21.2.3.4 Transfer of Shares (Article 12 of the bylaws) Executive Officer and the Deputy Chief Executive Officers. Shares are freely negotiable, except where otherwise stipulated by laws or regulations. They are registered in an account and 21.2.3 RIGHTS, PREFERENCES AND RESTRICTIONS are transferred, with respect to the Company, by a transfer ATTACHING TO ORDINARY SHARES between accounts, under the conditions defined by the laws and 21.2.3.1 Form of Shares (Article 11 of the bylaws) regulations in force. Ful ly paid-up shares are in registered or bearer form, at the 21.2.4 MODIFICATION OF SHAREHOLDERS’ shareholder’s discretion, under the conditions defined by the RIGHTS regulations in force. The rights of shareholders may be modified in accordance with The Company may at any time verify the identity of the holders of applicable laws and regulations. The bylaws do not contain any bearer shares in accordance with applicable laws and regulations. particular provisions with respect to modification of the rights of 21.2.3.2 Rights and Obligations Attached to Shares shareholders that are more stringent than the law. (Articles 12 and 14 of the bylaws) 21.2.5 GENERAL SHAREHOLDERS’ MEETINGS Each share gives a right to a share of the profits and corporate assets(ARTICLES 24 TO 31 OF THE BYLAWS) in proportion to the percentage of capital it represents. Moreover, it gives the right to vote and to representation at shareholders’ Notice and place of meeting meetings under the conditions set by law and the bylaws. Shareholders’ meetings shall be called and shall deliberate on the By derogation to Article L.225-123 paragraph 3 of the French terms provided by law. Commercial Code, the bylaws do not grant double voting rights to Meetings shall be held either at the registered office or at another the shares of the Company. place stated in the notice of the call to a meeting. 228– GENSIGHT BIOLOGICS – 2017 Registration Document