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Legal Notice

Company Name: Le Tanneur & Cie 
Corporate headquarters: 128/130 Quai de Jemmapes, 75010 PARIS
 
Company creation date: November 6th, 1997
 
Nationality: French
 
Legal form: the Company is a joint stock, with a Board of Directors. It is regulated by laws and rules in force, as well as by its articles.
 
Duration: The Company was incorporated for a period of 99 years from its registration at the trade register. This registration took place April 16th, 1998.
 
Trade register: 414 433 797 RCS Paris
Activity Code: 4772 B Retail distribution of leather goods and luggage.
 
Location of the documents related to the company: articles, accounts, reports and General Assembly minutes are available at the Company’s legal department, 128 Quai de Jemmapes, 75010 Paris.
 
Corporate object: the Company’s object, in France and abroad, is the following:
• manufacturing, sale, distribution in any form of leather goods, hand bags, fashion items, travel items, as well as related products and accessories;
• the direct or indirect use of a retail store;
• and generally, all industrial, commercial, financial, civilian, furnishing or real estate activities which may directly or indirectly be related to the object of the company or any similar or related object.
 
Accounting year: pursuant to the decision of the General Assembly on April 26th, 2001, the date of the accounting year-end is December 31st.
 
Allocation and distribution of profits: a collection of at least a twentieth of the profit of the year, less any previous losses, is assigned to a reserve fund called “Legal Reserve”. This collection ceases to be mandatory when the fund reaches an amount at least equal to the tenth of the capital. It resumes when, for any reason, the “Legal Reserve” has dropped under this percentage. The General Assembly shall itself determine the allocation of the net income plus prior retained earnings when applicable; it determines, in particular, the share allocated to shareholders as dividends. The General Assembly may decide to distribute available amounts collected from reserves. In this case, the decision expressly indicates from which reserves this collections are made. Deferred losses by decision of the General Assembly are listed on a special account included on the balance sheet so they can be charged against the profits of the previous years, until fully cleared or covered by deduction from the reserves. The company otherwise suspended from its shares admission to the negotiations on the Second Market, the General Assembly of April 29, 1999 decided to allow the assembly to offer shareholders a choice between the full payment of dividends or interim dividends, in cash or in shares according to the following terms: “The General Assembly, ruling on the financial statements, has the power to grant each shareholder, for all or a part of dividends or interim dividends distributed, the option of receiving the payment of the dividends or the interim dividends in cash or in Company’s shares to be issued”.
 
General Assemblies: General Assemblies are convened by the Board of Directors, Statutory Auditors, or any person authorized to do so. General Assemblies are held at the Company’s headquarters or at any location indicated on the General Assembly notice. The location is determined by the person calling the meeting. A notice to shareholders is published in the Bulletin of Mandatory Legal Notices thirty-five days before the General Assembly. Applications for projects of resolutions at the Assembly should be sent to the Company after the publication of the legal notice of the General Assembly and up to twenty-five days before the Assembly. Authors of the applications for projects of resolutions justify the possession of the representation of the capital percentage required by law by registration of the corresponding shares in the shares accounts held by the Company or in the bearer shares held by an intermediary. They send their application with a certificate of registration into account. The shareholders are convened by notice in a newspaper authorized to publish legal notices in the Company’s headquarters region (Département) and in the Bulletin of mandatory Legal Notices, with a prior notification from the Financial Markets Authority. Shareholders holding registered shares for at least one month before the date of the publication of the General Assembly notice of meeting shall be convened at any meeting by ordinary mail. They can, if desired, be summoned by registered letter, provided they pay for the costs of the registered mail. They can also, if desired, be summoned by electronic telecommunication to the address indicated by the shareholder. All co-owners of undivided shares and all binding usufruct voting members are summoned in the same manner. The time between the date of either the insert or last inserts with a summoning notice, either the sending of registered mail, and the date of the Assembly, must be fifteen days for the first notice and six days for the second notice. Notices must clearly state the agenda of the meeting. Meetings are held on the day and at the time and place indicated on the notice.
 
Crossing thresholds: Any shareholder, individual or entity, acting alone or in concert, who eventually owns more than the twentieth, the tenth, the three twentieth, the fifth, the quarter, the three tenth, the third, half, two thirds, the eighteenth or the nineteenth of the capital or voting rights, must inform the Company of the total shares he owns, by registered mail with against signature within fifteen days after crossing one of the thresholds. In case of failure to declare the change in shares, the shares exceeding the percentage that should have been declared will be denied the right to vote at any Company’s Assembly until the situation has been regularized and within two years after the date of this statement.
 
Double voting rights: Pursuant to the authorization granted by the Annual General Assembly of March 15th, 2000, all fully paid shares registered for at least two years after the first listing get double voting. A double voting right is also granted to registered actions allotted free of charge to a shareholder who already had shares with this right. This double voting right automatically ceases when any new share is converted into bearer or that was part of a transfer of ownership, subject to the exceptions provided by law.
 
Identifiable bearer shares: As required by law, the Company may, at any time, ask the organization in charge of the shares compensation to communicate information about the composition of its shareholders and the number of shares held by each shareholder, as well as any information for which the disclosure is authorized by law.
 
Purchase by the Company of its own shares: the Annual General Assembly of May 4th, 2010, authorized the company, in its ninth resolution, to purchase its own shares on the market up to 10% of the capital value and to sell all or part of its shares. This authorization was given for 18 months and was not renewed. No movement was stated after November 4th, 2011. On December 31st, 2016, the Company held 5,100 shares.

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