ARTEFACT 
By Shareholders are informed that they are invited to the combined general meeting (ordinary and extraordinary) which will be held at 10am on 14 January 2014 at the offices of Alérion law firm, 137 rue de l'Université - 75007 Paris, France, to deliberate on the following agenda:
AGENDA Ordinary resolutions:- Ratification of the appointment of Mr Bernard-Louis Roques as a director of the Company
(1st resolution);
- Power to carry out formalities (2nd resolution).
Extraordinary resolutions:
- Delegation of authority to the Board of Directors for the purposes of issuing share subscription warrants in favour of a class of persons (3rd resolution);
- Delegation of authority to the Board of Directors for the purposes of increasing the share capital by issuance of shares reserved for members of a 'company savings plan' (4th resolution);
- Power to carry out formalities (5th resolution).
ORDINARY RESOLUTIONSFIRST RESOLUTION
Ratification of the appointment of Mr Bernard-Louis Roques as a Director
The general meeting, voting in accordance with the conditions of quorum and majority required for ordinary general meetings, having heard the Board of Directors' report, ratifies the appointment of:
Mr Bernard-Louis Roques, of French nationality,
born 20 January 1964 in Boulogne-Billancourt (92, France), and residing at 1 rue Charles Lamoureux - 75116 Paris, France,
as a member of the Board of Directors of the Company, replacing Truffle Capital, which has resigned. The general meeting notes that the appointment of Mr Bernard-Louis Roques was decided by the Board
of Directors on 27 June 2013 and that Mr Bernard-Louis Roques shall exercise his functions for the
unexpired remainder of his predecessor's term, i.e. until the ordinary annual general meeting called in
2018 to approve the accounts of the financial year ending 31 December 2017.
SECOND RESOLUTION
Power to carry out formalities
The general meeting, voting in accordance with the conditions of quorum and majority required for ordinary general meetings, grants full authority to the bearer of copies or extracts of the present minutes to complete all legal formalities.
EXTRAORDINARY RESOLUTIONSTHIRD RESOLUTION
Delegation of authority to the Board of Directors for the purpose of issuing share subscription warrants in favour of a class of persons
The general meeting, voting in accordance with the conditions of quorum and majority required for ordinary general meetings, having heard or read the Board of Directors' report and the statutory auditor's special report, and in accordance with articles L.225-129 to L.225-129-6, L.225-138 and L.228-91 and following of the Commercial Code:
1. Delegates to the Board of Directors, with the ability to sub-delegate within the conditions set by law, authority to decide to increase the share capital, in one or several stages, in the proportions and at the times it deems appropriate, by way of issuing share subscription warrants ("SSWs") and the cancellation of preferential subscription rights, in favour of the class of persons set out below;
2. Resolves that the nominal amount of capital increases likely to be made in the future under the present delegation may not exceed the maximum nominal amount of 154,292 euros (i.e. based on an actual nominal value of the Company's shares of 0.10 euros, a maximum of 1,542,920 new shares), and that this nominal global amount will not take into account any adjustments that may need to be carried out pursuant to applicable legal and regulatory provisions, and where applicable, any contractual terms providing for other adjustments, to preserve the rights of holders of securities or other rights giving access to capital;
3. Resolves that the issue of preference shares and securities giving access to preference shares is expressly excluded;
4. Resolves to cancel shareholders' preferential subscription rights for the SSWs that are the object of the present resolution and to reserve SSW subscription rights to a class of persons composed of corporate officers and senior management employees of the Company and/or French or foreign companies affiliated to it within the meaning of article L.225-180 of the Commercial Code on the date that the present delegation is used by the Board of Directors, it being specified that Messrs Tim Ringel and Thomas Armbruster, shareholders of the Company, have already been identified as potential beneficiaries of the present cancellation of shareholder preferential subscription rights and thus they will not be voting, and their shares will not be taken into account in calculating the quorum and majority, in accordance with the provisions of article L.225-138 of the Commercial Code;
5. Notes that the present delegation carries with it, for the benefit of holders of SSWs issued by way of the present resolution, a renunciation by shareholders of the preferential subscription rights arising from the issuance of the SSWs;
6. Resolves that the subscription price for the SSWs will be set by the Board of Directors on the basis of an evaluation report to be drawn up by an independent expert within the conditions of article 262-1 of the General Regulations of the Autorité des Marchés Financiers [the French Financial Markets Authority], it being understood that the subscription price for the SSWs shall not be less than the price that emerges from the evaluation report;
7. Resolves that the sum paid to, or owed to, the Company for each of the ordinary shares issued in the context of this delegation will be at least equal to the Company shares' average closing price on the NYSE Alternext market, Paris, across the 20 trading days immediately preceding the SSW issue;
8. Resolves that the Board of Directors will have full authority, with the ability to sub-delegate under the conditions set by law, to issue SSWs on one or more occasions, as well as to defer such an issue within the conditions and limits fixed by the present resolution, and in particular, for the purposes of:
- establishing a precise list of beneficiaries falling within the aforementioned category in favour of which the preferential subscription was cancelled;
- deciding upon the characteristics, amount and terms of any issue as well as the terms of release for any SSWs that are issued; in particular, it would determine the number of SSWs to be issued in favour of each beneficiary within the aforementioned limits and, taking into account the indications included in its report and within the limits set out above, fix the subscription price for the SSWs, the subscription and exercise period and procedures, and the SSWs' vesting date, duration and validity and it could provide for a period during which the SSWs must be held before being exercised or transferred by their beneficiary;
- taking all measures intended to protect the rights of SSW holders, in accordance with applicable legal and regulatory provisions;
- report the exercise of SSWs issued and the consecutive capital increases and modify accordingly the Company Articles of Association and carry out all formalities relating to such capital increases;
- at its sole discretion, deduct the cost of capital increases from the amount of the associated premiums;
- request admission to trading of the SSWs issued and/or of the ordinary shares issued following exercise of the SSWs;
- and more generally, undertake everything necessary for the purpose of implementing the present delegation.
The delegation thus granted to the Board of Directors is valid for a duration of eighteen (18) months from the date of the general meeting.
FOURTH RESOLUTION
Delegation of authority to the Board of Directors for the purposes of increasing the registered share capital by the issuance of shares reserved for members of a company savings plan
The general meeting, voting in accordance with the conditions of quorum and majority required for ordinary general meetings, having heard or read the Board of Directors' report and the statutory auditors' special report, within the context of the provisions of articles L.3332-18 onwards of the Labour Code and article L.225-138-1 of the Commercial Code and pursuant to the provisions of article L.225-129-6 of the same Code:
1. Delegates full authority to the Board of Directors for the purposes of increasing, in one or more stages, the share capital of the Company by a maximum nominal amount equal to 3% of the share capital of the Company registered as of today, or a maximum nominal amount of 46,288 euros,
(which, based on an actual nominal value of the Company's shares of 0.10 euros, is a maximum of
462,880 new shares), by issuance of shares or other instruments giving access to the Company's capital, reserved for members of the savings plan of the Company and French or foreign companies affiliated to it within the conditions of article L.225-180 of the Commercial Code and article L.3344-1 of the Labour Code;
2. Resolves that the subscription price of the new shares shall be equal to 80% of the average closing price of the Company's shares on the NYSE Alternext market, Paris, across the 20 trading days immediately preceding the decision setting the share subscription opening date where the lock-up period provided by the savings plan pursuant to article L.3332-25 of the Labour Code is less than ten years, and to 70% of the same average where the aforementioned lock-up period is more than or equal to ten years; However, the general meeting expressly authorises the Board of Directors, if it deems appropriate, to reduce or cancel the aforementioned discount, within the legal and regulatory limits, so as to be able to take into account, inter alia, any applicable local judicial, accounting, fiscal and social regimes.
3. Resolves that the Board of Directors may also substitute all or part of the discount by allotting, at no charge, shares or other instruments giving access to the Company's current or future capital; the total resulting gain of this and, where relevant, of the discount mentioned above, cannot exceed the total gain that the members of a company savings plan would have benefited from if the gap was
20% or 30%, depending on whether the duration of the lock-up period provided by the plan is more than or equal to ten years;
4. Resolves to cancel shareholders' preferential subscription rights in the new shares or other instruments to be issued that give access to capital and in other instruments that give right to these instruments issued pursuant to the present resolution, in favour of the members of a company savings plan;
5. Resolves that the characteristics of other instruments giving access to the capital of the company will be decided by the Board of Directors pursuant to regulatory conditions;
6. Resolves that the Board of Directors will have full authority, with the ability to delegate or sub- delegate, pursuant to legal and regulatory provisions, to implement the present resolution and, in particular, to fix the terms and conditions of transactions and to decide upon the dates and terms of any share issue carried out pursuant to the present authorisation, to fix the opening and closing subscription dates, the vesting dates of instruments issued, the terms of release for shares and other instruments giving access to the capital of the Company, consent to timetables for the release of shares and, where relevant, of other instruments giving access to the capital of the Company, seek admission to trading of the instruments created, note the completion of capital increases for the amount of the shares that will actually be subscribed to, carry out, directly or through an agent, all transactions and formalities related to increases in share capital and, at its own discretion and if it deems it appropriate, to deduct the costs of the capital increases from the premiums relating to these increases and deduct from this amount the sums necessary to ensure the minimum statutory reserve of one tenth of the new capital after each increase.
The delegation thus granted to the Board of Directors is valid for a duration of eighteen (18) months from the date of the general meeting.
FIFTH RESOLUTION
Power to carry out legal formalities
The general meeting, voting in accordance with the conditions of quorum and majority required for ordinary general meetings, grants full authority to the bearer of copies or extracts of the present minutes to complete all legal formalities.
General meetings include all shareholders, irrespective of the number of shares they hold.
All shareholders may be represented at a general meeting by another shareholder, their spouse, or the person with whom they have entered into a civil partnership. Shareholders may also be represented by
any other physical or moral person of their choosing (articles L.225-106 of the Commercial Code and
25 of the Articles of Association of the Company).
In accordance with article R.225-85 of the Commercial Code, shareholders prove their right to participate in general meetings by registering shares in their name or that of an intermediary inscribed on their behalf, until midnight (Paris time) on the third working day preceding the meeting, i.e. Thursday 9 January 2014 at midnight, Paris time, either in the accounts of registered shares held by the Company (or its agent), or in the bearer share accounts held by the duly appointed intermediary.
It is hereby specified that for registered shareholders, registration before midnight, Paris time, on Thursday 9 January 2014, in the registered share accounts, is sufficient to enable them to participate in the general meeting.
Concerning bearer shares, registration of the shares in the bearer share accounts held by the financial intermediaries is evidenced by a certificate of participation issued by the aforementioned intermediaries in accordance with the conditions set out in article R.225-85 of the Commercial Code, appended to the remote voting form, or the proxy form or the admission card request drawn up in the name of the shareholder or on behalf of a shareholder represented by an inscribed intermediary. A holder of bearer shares who has not received their admission card by the third working day before the general meeting may be issued a certificate of participation directly by the duly appointed manager of their shares, which should be presented on the day of the general meeting.
Those shareholders wishing to attend the general meeting may request an admission card as follows:
- For registered shareholders: each registered shareholder will automatically receive a voting form, attached to the convening notice, which they must complete specifying that they wish to participate in the general meeting and so wish to obtain an admission card. This form should then be signed and returned to Société Générale, Service des assemblées, 32, rue du Champ de Tir, CS 30812, 44308 NANTES CEDEX 3, France, or handed in directly on the day of the general meeting, with proof of identity, at the counter set up for this purpose.
- For holders of bearer shares: holders of bearer shares must ask the duly appointed intermediary who manages their shares to send them an admission card.
Shareholders who do not attend this general meeting in person but who wish to register a postal vote or
be represented by giving their authority to the Chairman of the meeting, their spouse, a partner with whom they have entered into a civil partnership, or to another person, may:
- For registered shareholders: return the single postal or proxy vote registration form received with the convening notice, to the following address: Société Générale, Service des assemblées, 32, rue du Champ-de-Tir, CS 30812, 44308 NANTES CEDEX 3, France.
- For the holders of bearer shares: ask the intermediary who manages the shares for this form, any time from the date of the notice of meeting. The single postal or proxy vote registration form must be accompanied by a certificate of participation issued by the financial intermediary and sent to the following address: Société Générale, Service des assemblées, 32, rue du Champ-de-Tir, CS 30812, 44308 NANTES CEDEX 3, France.
In order to be taken into account, postal voting forms must be received by the Company or by Société
Générale by midnight, Paris time, on 11 January 2014, at the latest.
A shareholder who has already voted by post, sent a proxy or asked for an admission card or certificate of participation, will not be able to choose a different means of participating in the meeting thereafter. Voting by way of video-conference, telephone or digital transmission is not anticipated for this general meeting and so accordingly, no website as referred to in article R.225-61 of the Commercial Code will be set up.
One or more shareholders representing at least the portion of capital required by applicable legal and
regulatory provisions may request, no later than 25 days before the date of the general meeting, the inclusion of items on the agenda or of draft resolutions, in accordance with the conditions of articles
L.225-105 and R.225-71 to R.225-73 of the Commercial Code.
Substantiated requests to include items on the agenda or draft resolutions must be sent to the registered office by registered post with recorded delivery on or before 20 December 2013. The following must be included with the requests:
- the item to be included in the agenda, together with a justification as to why; or,
- a draft resolution, which may be sent together with a brief explanatory statement and, where applicable, any information specified in paragraph 5 of article R.225-83 of the
Commercial Code;
- a certificate of registration that demonstrates possession, or representation by the requesting parties, of the portion of capital required by article R.225-71 of the
Commercial Code.
Moreover, consideration by the general meeting of items on the agenda or draft resolutions filed by shareholders is subject to the requesting parties having sent a new certificate evidencing registration of the shares pursuant to the same conditions by midnight, Paris time, on Thursday 9 January 2014.
Any shareholder has the ability to submit written questions until the fourth working day preceding the date of the general meeting, i.e. Wednesday 8 January 2014. Questions must be sent before midnight, Paris time, on Wednesday 8 January 2014, by registered post with recorded delivery, to the registered office of Netbooster, 4-6 passage Louis Philippe - 75011 Paris, France. In order for them to be taken into account, it is imperative that questions are accompanied by a certificate of registration.
A single response may be given where there is more than one question with the same content.
In accordance with the law, all documents that must be disclosed within the context of a general meeting
will be held for the statutory time periods, for shareholders to be able consult, at the registered office of
Netbooster, 4-6 passage Louis Philippe - 75011 Paris, France.
The present notice shall serve as a convening notice provided that no changes are made to the agenda for the general meeting in response to requests by shareholders to include draft resolutions.
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