ADDITIONAL INFORMATION 21 Agenda The mission of the officers (bureau) is to verify, certify and The meeting agenda is provided on the notices and letters of sign the attendance sheet, to ensure the proper conduct of meeting; it is decided by the author of the notice. discussion, to settle incidents at meetings, to count the votes cast, and to ensure the meeting is properly conducted and that The meeting may deliberate only on items indicated on the minutes are prepared. agenda; however, in all circumstances it may dismiss one or more directors and replace them. Minutes are prepared and copies or excerpts of the resolutions are issued and certified as required by law. One or more shareholders representing at least the percentage of capital required by law, and acting under the statutory conditions Ordinary shareholders’ meeting and within the statutory time periods, have the option to require the inclusion of proposed resolutions on the agenda. The ordinary shareholders’ meeting is a meeting called to make all decisions that do not amend the bylaws. It meets at least once Access to meetings a year within six months after the closing of each fiscal year to Any shareholder has the right to attend shareholders’ meetings approve the financial statements for the year and the financial and participate in the deliberations personal ly or through an statements unless an extension is granted under the conditions agent. provided for by law. Any shareholder may participate at meetings in person or through On the first notice of meeting, it may legal ly deliberate only if his agent, under the conditions defined by the regulations in force, the shareholders present or represented, or voting by mail and with proof of his identity and the ownership of his shares in the electronically, hold at least one-fifth of the voting shares. On the form of accounting registration under the conditions defined by second notice of meeting, no quorum is required. the laws and regulations in force. It rules by a majority of the votes held by the shareholders present, On the decision of the Board of Directors published in the represented or who have voted by mail or means of distance notice of meeting to use such telecommunications methods, communication. shareholders who attend the meeting via videoconference or other telecommunication or electronic transmission methods, Extraordinary shareholders’ meeting including the Internet, which al low identification under the Only the extraordinary shareholders’ meeting is authorized to conditions required by the regulations in force, are deemed amend all provisions of the bylaws. It may not, however, increase present for the calculation of quorum and majority. shareholders’ commitments, subject to operations resulting from On a decision by the Board of Directors, any shareholder may a legally performed consolidation of shares without the approval vote remotely or give his proxy pursuant to the regulations in of each shareholder. force using a form prepared by the Company and sent to the It legally deliberates only if the shareholders present, represented Company under the conditions defined by the regulations in or who have voted by mail or electronical ly, hold at least one force, including electronic or broadcast transmission methods. quarter of the voting shares on the first notice of meeting, and This form must be received by the Company under the regulatory one-fifth of the voting shares on the second notice. If the second conditions to be counted. quorum is not reached, the second meeting may be moved to Attendance sheet, officers (bureau), minutes a date no more than two months from the date on which it was called. At each meeting, an attendance sheet containing the information The meeting rules by a two-thirds majority of the votes of the required by law shall be kept. shareholders present, represented or voting by mail or means of Meetings are chaired by the Chairman of the Board of Directors distance communication. or, in his absence, by a director specifical ly delegated for this However, under no circumstances may the extraordinary purpose by the Board. If not, the meeting shall elect a Chairman. shareholders’ meeting increase the commitments of the The duties of tel lers (scrutateurs) are performed by the two shareholders or damage the equality of their rights unless this is members of the meeting who are present and accept the duties done by unanimous vote of the shareholders. and who have the largest number of votes. Decisions are made by a two-thirds majority of the votes held by The officers (bureau)name the secretary, who does not have to be the shareholders present, represented by proxy, or voting by mail. a shareholder. Abstentions will have the same effect as “no” vote. GENSIGHT BIOLOGICS – 2017 Registration Document– 229