EUROFINS SCIENTIFIC Société Anonyme Européenne with a nominal capital of 1,388,167.60 Headquarters: Site de la Géraudière - Rue Pierre Adolphe Bobierre 44300 NANTES RCS NANTES 350 807 947 COMPANY S RULES AND REGULATION OF THE CONSEIL D'ADMINISTRATION Article 1 - Object The object of the Rules and Regulations set out within this document is to define the terms of organisation and procedure of the Conseil d Administration in addition to the legal and regulatory provisions enforced. Article 2 Mission of the Conseil d'administration The Board represents all the shareholders collectively and carries out its mission for the Company s benefit. Regardless of his or her terms of appointment, each represents the whole body of shareholders. The Conseil d'administration determines the direction of the Company s activities and ensures its implementation. It embraces any matter relating to the smooth running of the Company and settles by deliberation matters that concern it. The core of its mission is contained in the following non-exhaustive list: - The Board discusses the Company strategy proposed by the President and the operations which result from it and more generally upon any significant operation, in particular significant investment or divestment. - The Board appoints or puts forward the appointment of directors in charge of the management of the Company and its financial control. - The Board ensures the quality of the information provided to the shareholders as well as to the financial markets through the accounts and the financial communication. Article 3 Information provided to the Conseil d'administration and the s The s should be regularly informed of any material event or evolution for the Company and be able to receive at any time documents about the Company s evolution, its results or its financial position. 1
Before each meeting the s should receive all the documents relating to the agenda in sufficient time to allow them to prepare and deliberate in full knowledge of the facts. If need be, the s should ensure the confidentiality of information they know. Each, at his request, may receive appropriate training on the Company s specific attributes, businesses and markets. Each should devote the necessary time to prepare for the Board meetings and examine the matters relevant to or directed towards him. Article 4 Stock exchange operation ethics Each appointed should refrain from trading securities of the Company insofar as by his status he has access to information not yet disclosed to the public. Article 5 Transparency of the s Pursuant to article 621-18-2 of the French Code Monétaire et Financier, the s must declare within five trading days to the Autorité des Marchés Financiers each acquisition, transfer, subscription or trading about the Company shares of financial instrument. Directors should also declare any transactions made by dependent children living with them or by their spouse, unless legally separated, or by a company or entity they control either directly or indirectly. Article 6 Conflict of interest of the s Each has a responsibility to inform the Board of any situation, real or potential risk of conflict of interest with the Company or one of its subsidiaries and must refrain from taking part in applicable debate as well as in the voting of the corresponding deliberation(s). Article 7 Confidentiality commitment of the s Even after the suspension of their functions, the s are strictly bound by confidentiality regarding the content of the debates and deliberations of the Board as well as confidential information with which they have been presented, excluding special cases in which such a disclosure is required or allowed by the legal and regulatory provisions enforced or within the public interest. Article 8 Regular attendance and diligence of the s The acceptance of the mandate by each involves an individual s full commitment, in particular: - devoting all the necessary time and attention to his functions and the examination of the matters handled by the Board and, if need be, any committee of which he is a member; 2
- asking for any complementary information that he considers to be useful; - developing his conviction independently before making any decision taking into account only the Company s benefit ; - taking part actively in all Board meetings, unless unforeseen difficulties arise; - putting forward proposals with the aim of improving the functioning and works of the Board and its committees. Article 9 Frequency of the Conseil d'administration s meetings The Conseil d'administration meets as often as required by the business, or at times when it deems it necessary and at least every three months. Article 10 Conseil d'administration s meeting held by way of video-conferencing or any others means of telecommunication 10.1. Participation in the Conseil d'administration The president of the Conseil d'administration can authorize the participation (in discussions and voting) of one or several s using video-conferencing or any others means, at verbal or written request of the (s) concerned before the beginning of the Conseil d'administration s meeting. The means of video-conferencing must meet technical standards that guarantee an effective participation in the Board meeting by which the deliberations are transmitted without interruption. The means of telecommunication must transmit the voice and images or at least the voice of the participants, simultaneously and without interruption in order to ensure the right identification of the s who participate at distance in the Conseil d'administration as well as their actual participation. Under the application of the principles above, a conference call is accepted as a mean of telecommunication whereas communication by fax or email is not permitted. The president of the Conseil d'administration can also authorize a participating to the Board meeting by video-conferencing or by telecommunication to represent another provided that the president of the Conseil d Administration receives a copy of the proxy from the represented before the beginning of the Conseil d'administration s meeting. 10.2. Specific conditions in which the use of vide-conferencing or telecommunication means are not authorized The s participating in the Conseil d'administration s deliberations using the means of video-conferencing or telecommunication are reckoned to be present for the calculation of the quorum and a majority. 3
With exception, those s cannot be taken into account for the calculation of the quorum and a majority for the deliberations in the following conditions: - the approval of the annual accounts ; - the approval of the management report of the Company ; - the approval of the consolidated financial statements ; - the approval of the report of the management on the operating and financial review. 10.3. Technical malfunctions of the video-conferencing or telecommunication systems In case of technical malfunction of the video-conferencing system or of the telecommunication system, this must be noted by the president of the Conseil d'administration and mentioned in the minutes of the meeting, including the inability of a to take part in voting due to this malfunction. A participating in the Board meeting through video-conferencing or other telecommunication can empower another physically present in anticipation of malfunction, which would become valid in the event any technical malfunction, provided that the president of the Conseil d'administration is informed of this arrangement before the opening of the Conseil d'administration s meeting. Article 11 Committees The Conseil d'administration may constitute one or more committees, set their composition and their terms of reference. The committees are able to examine, prepare and propose decisions which come within the competence of the Board. They may, having informed the President, audition and interview the Company s managers and auditors or proceed with or commission any study which could contribute to the deliberations of the Board. Each committee should set out its terms of reference, which must be approved by the Conseil d'administration. The president of each committee is accountable to the Board for its work. Article 12 Coming into force - Term The preceding rules and regulations come into force from this day and are adopted for the whole term of the existence of the EUROFINS SCIENTIFIC Company. ooooooo 4
Brussels 18th of December 2007 Mr Yves-Loïc MARTIN Mr Gilles MARTIN President of the Conseil d Administration Mrs Valérie HANOTE Mr Wicher Rotger WICHERS 1