CHAMBRE SYNDICALE DES COURTIERS D'AFFRETEMENT MARITIME ET DE VEN

STATUTES

_____________

These Articles of Association were approved by the Extraordinary General Meeting of March 18, 1992 and amended by decision of the Extraordinary General Meetings of May 25, 2004, of March 8, 2016 and of March 23, 2018.

ARTICLE I

CONSTITUTION - HEAD OFFICE - DURATION

A trade union called:

"UNION CHAMBER OF MARITIME CHARTER AND VESSELS SALE BROKERS FROM FRANCE"

hereinafter referred to as the "Chambre Syndicale".

The Chambre Syndicale has its headquarters in Paris 8th, 43-45, rue de Naples. It may be transferred to any other place by decision of the Board of Directors.

Its duration is indefinite.

SECTION II

OBJECT

The purpose of the Chambre Syndicale is to:

a/ the defense of the general interests of its members,

b/ joint study of economic, commercial, legislative, administrative or financial issues of interest to the profession,

c/ the taking of any measure likely to promote the development of the profession and, in general, the intervention of French companies in the national and international maritime economy,

d/ the creation, organization and operation of any service of general or professional interest,

e/ and, generally, to exercise all the rights and prerogatives provided for by the legislative texts in force and future, concerning professional unions.

The Chambre Syndicale formally excludes from its purpose any political or confessional activity.

ARTICLE III

NATURE OF THE ACTIVITY OF THE MARITIME CHARTER AND VESSEL SALE BROKER

The ship charter, purchase, sale or shipbuilding broker - commonly referred to as, as the case may be, ship charter broker or ship sales broker and hereinafter referred to by the abbreviation "the broker" - is anyone who, as a natural or legal person and acting at the request of one or both of the contracting parties, has the habitual and main occupation (except in the case provided for in article IV below) of intervening in the negotiation and conclusion of contracts for the chartering, purchase, sale or construction of ships, any floating material, as well as the supply of fuel or other products to ships, and to provide all its assistance to enable its customers to monitor the performance of such contracts.

Due to the nature of his duties, the broker must work in order, enjoy a recognized and undisputed reputation, strictly respect, in all circumstances, the habits and customs of national and international maritime trade. In this respect, it is advisable to refer to the rules of procedure and rules of ethics annexed to these statutes.

SECTION IV

MEMBER MEMBERS AND ASSOCIATE MEMBERS

May be members of the Chambre Syndicale, subject to meeting the conditions provided for in article VII below, natural or legal persons adhering to these statutes, including maritime charter brokerage , purchase, sale or construction of ships and any floating material, constitutes, under the terms of article III above, the or one of the activities, and who exercise it in metropolitan France.

Natural or legal persons whose activity or one of their activities meets the stipulations of article III above and who carry out it (or them) in the overseas departments or territories can benefit from the services issued by the Chambre Syndicale. They are, as such, considered as "associate members" and are required to reimburse the costs relating to the services rendered on a flat-rate basis, the amount of which, possibly variable according to the departments or territories, is set annually by the Board of Directors.

By way of derogation from the definition given under article III above, and subject to compliance with the conditions of admission provided for in these statutes, can also apply for membership of the Chambre Syndicale maritime trade professionals exercising the profession of broker , without however this activity expressly constituting their main occupation.

ARTICLE V

CONDITIONS OFADMISSION

I - Natural or legal persons wishing to join the Chambre Syndicale or to belong to it as associate members must present, supported by the sponsorship of two members of the Chambre Syndicale, their application for admission in writing, by justifying:

1) their professional knowledge and their activity as a maritime charter broker, sale, purchase, shipbuilding or fuel supply,

2) their honorability and the enjoyment of their civic rights.

3) the mention in the articles of association of the company and in the declaration for the purposes of registration in the commercial register of the exercise of the brokerage of maritime chartering, sale, purchase, construction of ships or supply of fuels,

4) their domicile in mainland France (or, for associate members in one or other of the overseas departments or territories),

5) and adequate means of action.

II - In his application, the candidate must make the formal commitment:

1) to respect all the regulations and professional disciplines appearing in the statutes,

2) to comply with the sentences that the Disciplinary Committee, provided for in Article IX below, would take in his regard

3) to include on its letterheads all distinctive signs chosen by the Chambre Syndicale,

4) to observe total discretion over the work of the Chambre Syndicale.

5) to take out and maintain adequate civil liability insurance with an internationally recognized insurance company or mutual insurance company, to cover their professional liability, and to be able to prove it at any time._cc781905-5cde- 3194-bb3b-136bad5cf58d_

III - The request must also specify:

A) for natural persons

1) the names and nationality of the responsible owners, directors and authorized representatives authorized to bind their company vis-à-vis third parties,

2) for each of these persons, the date of the beginning of their professional activity both in France and abroad as well as all references on the functions previously exercised,

3) the names and nationality of the persons authorized to represent the company before the Chambre Syndicale and therefore called upon, within it, to commit this company,

B) for legal persons:

in addition to data 2) and 3) of the previous paragraph:

4) the name, address and nationality of the legal representative of the legal person, its corporate name, its legal form, its share capital and possibly its registration numbers in the commercial register and in the INSEE as well as a copy of the statutes. In addition, the candidate must undertake to keep the Chambre Syndicale abreast of any changes that may subsequently be made to these statutes.

IV - Admission decisions

Applications for admission are examined by two administrators, appointed by their colleagues as investigators for each case. Investigators cannot ensure the sponsorship of an application.

On the basis of the investigators' report, the board of directors decides on the consideration or rejection of the application for admission and, in the event that it is accepted, instructs the investigators to monitor the behavior of the company until upon his admission to the Chambre Syndicale.

Admission is pronounced on the proposal of the Board of Directors by the first ordinary annual general meeting of the members of the Chambre Syndicale to be held before the expiry of 12 months, from the date of the appointment of the investigators.

SECTION VI

RESIGNATIONS - EXCLUSIONS

1) Any member may withdraw from the Chambre Syndicale at any time after payment of the sums owed by him.

Companies which a modification of their activity would have made lose the character of broker defined in article III of the statutes cannot remain members of the Chambre Syndicale.

2) The following may be excluded from the Chambre Syndicale:

a) Members who refuse, after being called to order, to comply with the rules of procedure and the rules of ethics and/or the statutes of the Chambre Syndicale and in particular to pay their dues or to make the payments decided by a meeting .

b) Individuals subject to a court conviction depriving them of their civil rights or legal persons whose representative(s) would have been the subject of such a conviction.

c) Members who lack commercial loyalty.

d) Members who, on sanction of the Disciplinary Committee, would have breached the rules of good brotherhood by engaging in an unfair manner the qualified collaborator of another member of the Chambre Syndicale.

e) Undischarged bankrupts.

When a fact likely to cause the exclusion of a member is brought to the attention of the president, the latter proceeds to an investigation. He convenes by registered letter, at least eight days in advance, the person concerned and provokes his explanations.

The case is then submitted to the Board of Directors and referred, if necessary, to the Disciplinary Committee for decision.

3) Resigning or expelled members have no right to the social assets of the Chambre Syndicale.

ARTICLE VII

GENERAL MEETINGS

The members of the Chambre Syndicale meet in an ordinary and/or extraordinary general meeting each time they believe it to be useful to their interests at the registered office or at the place indicated in the convocations.

A) Convocation - Agenda

The date and place of the meetings are determined by the Board of Directors. Notices are sent at least twenty days in advance to each member of the Chambre Syndicale and mention the agenda.

The annual ordinary general meeting takes place before June 30 of the following year.

Any member may obtain the inclusion of certain questions on the agenda of a meeting, provided that they inform the chairman at least 30 days in advance, so that they can be mentioned during the meeting. establishment of the agenda.

B) Competence of assemblies

The assembly deliberates:

1) in the "ORDINARY" form for acts of administration such as: appointment of administrators and any other representation, delegation of power, setting of contributions, quotas, approval of the report report on the activity of the Chambre Syndicale, the action taken and the decisions taken by the Board of Directors, approval of the financial report and accounts for the past financial year, the draft budget and acceptance of requests for admission, pronouncing exclusions, modifying internal regulations and ethical rules, adopting any resolution and any opinion concerning the activity of the Chambre Syndicale.

2) in the "EXTRAORDINARY" form, to rule on amendments to the articles of association, loans to be contracted, acceptance of bequests and donations, acquisitions and disposals of buildings, change of name, dissolution of the Chambre Syndicale , the devolution of his property.

C) Quorum - Decisions

1) The ordinary general meeting is only validly constituted if half of the members are present or represented.

If the quorum is not reached, a second meeting convened later will validly deliberate, regardless of the number of members present or represented.

2) The extraordinary general meeting is only validly constituted if two thirds of the members are present or represented.

If the quorum is not reached, a second meeting convened later will validly deliberate, regardless of the number of members present or represented.

3) The vote is acquired at ordinary or extraordinary general meetings, unless otherwise provided in the articles of association, by a simple majority of the votes cast.

4) Any member may request a vote by secret ballot under any circumstances.

D) Representation

No one may represent a member company at meetings of the Chambre Syndicale if they do not belong to it and are not duly accredited to the Chambre Syndicale, under the conditions provided for in article V,_cc781905-5cde-3194 -bb3b-136bad5cf58d_ or is the bearer of a power of limited duration.

If several members of the same company attend the meeting, only one of them, duly accredited with the Chambre Syndicale, as has just been said, acting as a delegate, can take part in the votes; each member has, in fact, only one vote in the deliberations.

Finally, any member may be represented at general meetings by a representative of his choice, already a member of the meeting as an accredited delegate of another member, with a regular power of attorney.

ARTICLE VIII

ADMINISTRATION AND MANAGEMENT

I - Board of Directors

1) The Chambre Syndicale is administered by a board of directors composed of at least six administrators and at most nine administrators.

2) Quality of directors

The administrators are chosen from among the delegates duly accredited to the Chambre Syndicale, in accordance with article V-III-A-3 above, and are appointed on an individual basis.

The administrators must be adults, have the enjoyment of their civil rights, have incurred none of the convictions provided for in articles L.5 and L.6 of the Electoral Code, in application of article L.411-4 of the Labor Code .

The functions of administrator are voluntary and entail no pecuniary liability.

3) Election of directors

Directors are elected by the ordinary general meeting for three years after which a new election is made by the ordinary general meeting.

For the calculation of the duration, it is agreed that one year corresponds to the period between two consecutive ordinary annual general meetings.

Applications must be sent by letter or e-mail ten full days before the general meeting called to elect directors. The meeting may, if necessary, solicit new candidates.

The list of candidates will be communicated to members no later than 3 days before the holding of the ordinary general meeting for the election of directors and renewal of the board of directors.

Each member of the Chambre Syndicale may propose up to two candidates for the position of administrator when the board of directors is renewed.

However, it is recalled here that each adherent member of the Chambre Syndicale has only one vote at general meetings.

The administrators are elected by secret ballot at the general meeting after reminder of the candidatures.

The ballot papers, prepared beforehand by the Chambre Syndicale with the names of the candidates, must be ticked by the delegates taking part in the vote for at least six candidates, and at most nine candidates or the number of candidates if the latter is less than nine. Otherwise, the vote will be considered invalid.

The first nine candidates at most having received the most votes will be elected in the first ballot.

In the event of an equality of votes for one or more candidates, a second round will be organized immediately, still by secret ballot, between the candidates having obtained an identical number of votes. During this second round, to be valid, the ballots must be ticked by the delegates taking part in the vote for the number of positions remaining to be filled, neither more nor less.

The Board of Directors may co-opt the replacement of any deceased or resigning director, this decision being subject to ratification by the first ordinary general meeting following this decision.

The director appointed to replace another, only remains in office for the remaining time of the mandate of his predecessor.

4) The office

At the end of the ordinary general meeting having proceeded to the triennial renewal of the board of directors, a board of directors will be held immediately in order to proceed with the election by secret ballot and by simple majority of the votes cast. an office composed of a president, two or three vice-presidents and a treasurer for the duration of their current directorship.

All administrators are eligible for all of the functions, but no one may exercise more than two consecutive mandates as chairman.

II - Powers of the board of directors

1) The Board of Directors has the broadest powers for the administration of the Chambre Syndicale. He appoints and dismisses all agents and senior employees, determines their attributions and powers, and fixes their salary.

It may also call upon, as an adviser, any outside personality for whom it sets any fees.

2) He may, if he sees fit, delegate all or part of his powers to the Chairman or to any other member of the Board of Directors.

3) It is authorized to respond to requests for conciliation or consultation addressed to the Chambre Syndicale under the terms of the law of February 25, 1927 (art. 17), concerning all different and all questions related to his professional specialty.

In contentious cases, the opinions expressed by the board of directors on behalf of the Chambre Syndicale are made available to the parties, who may obtain copies and copies of them at the head office.

The secretariat keeps a special record of the requests received and the responses given.

4) He may at any time create within the Chambre Syndicale any refresher courses, work commissions, specialized sections, etc.

It is also empowered to sign, under the conditions provided for in Article 15 of the Law of February 25, 1927, contracts or agreements with all other unions, in particular with a view to facilitating, through a joint liaison, its administrative task.

5) He can accept any mission of investigation or work that the public authorities would propose to entrust to him and, in particular, be delegated by the administration to carry out all checks, affix all visas, etc.

The Board of Directors may accept from any public authority or private entity, the task of distributing any orders for chartering, buying, selling or building vessels, but taking due account of the legitimate interests of ship brokers in the ports, in close collaboration with their trade union organization. If necessary, the councils of the two bodies then study the establishment of a common distributing body.

The commitments made by the board of directors in this regard are immediately brought to the attention of the next general meeting, convened especially for this purpose, if necessary.

6) The board of directors is, as necessary, authorized under the conditions provided for by articles 13 and 16 of the Law of February 25, 1927:

- to circulate, free of charge, to the members of the Chambre Syndicale the offers and applications of which it is seized,

- to buy or have printed or reprinted all documents necessary for the practice of the profession (charter-parties, etc.) to make them available to members of the Chambre Syndicale at cost price.

7) All decisions of the Board of Directors are taken by majority vote, with the President having the casting vote.

III - President

1) The president is in charge of the application of the statutes and of the decisions taken both within the board of directors and in the assembly; he has the right of initiative for emergency measures to be taken and for all summonses.

2) The president has the capacity to be a party to legal proceedings and to represent the Chambre Syndicale before any jurisdiction.

3) Finally, the President presides over all meetings. In case of impediment, he is replaced by one of the vice-presidents or by the treasurer.

4) The chairman has the right to attend the meetings of any commission existing or created on the initiative of the board of directors, in an advisory capacity only, when he is not a member by right.

5) The president cannot exercise more than two consecutive mandates.

ARTICLE IX

DISCIPLINE COMMITTEE

A Disciplinary Committee is established as stated below; it is a statutory body of the Chambre Syndicale in the same way as the board of directors and the chairman of the board of directors.

In view of the commitments made by the members of the Chambre Syndicale when they were admitted, it is important that any violation of its regulations and the obligations of the profession be referred to the disciplinary committee for sanction, if necessary.

Such offenses or shortcomings, whether they have been reported directly by the president or by the board of directors, or whether they have been the subject of a complaint by a member of the Chambre Syndicale or, again, whether they have been brought to the attention of the president by the administration, a person or an organization outside the Chambre Syndicale, immediately give rise to the opening of a file.

After a summary investigation, the president of the Chambre Syndicale or, insofar as the President is concerned by the case in any capacity, one of the members of the board of directors, who is neither concerned by the case submitted or member of the Disciplinary Committee, appointed by the Board of Directors, summons the person concerned, informs him of the facts of which he is accused and collects his observations and explanations. If necessary, he grants him a maximum of fifteen days to collect his documentation.

At the end of this investigation and within the following five days, the president, or his substitute, with the assent of the board of directors, decides whether or not the case requires that it be followed up. Since then :

- in the first case, the file is immediately submitted to the Disciplinary Committee, constituted as specified below;

- in the second case, the file is closed.

In both cases, the decision taken by the president, or his substitute, is notified to the person concerned. If there has been a complaint, the complainant is also informed.

Constitution

The Disciplinary Committee is made up of five members appointed for three years by the Board of Directors.

Alternates - three in number - are also, and under the same conditions as the holders, appointed to sit in place of any holder who cannot take part in the deliberations and decisions of the committee, in accordance with the paragraph below. or for any other reason. The designation of a substitute called to sit in replacement of an incumbent who is unable to attend is carried out by the Disciplinary Committee by drawing lots.

Any member of the Disciplinary Committee, party to the case which is submitted to the assessment of the Committee, cannot validly take part in the deliberations and decisions of the latter.

From its first meeting, the Disciplinary Committee appoints from among its members who will chair its work.

The secretariat of the Disciplinary Committee is provided by the secretary of the Chambre Syndicale.

Powers

The Disciplinary Committee thus constituted has full powers to:

- convene in writing, with a fortnight's notice, the person concerned and hear his explanations,

- summon the plaintiff and collect all useful additional details,

- give discharge of the documents that the person concerned, the complainant and/or any other person are likely to deposit in his hands,

-consult, if necessary, any person who is a member of the Chambre Syndicale or even a stranger to it and whose opinion is likely to enlighten it, particularly from a legal, technical, etc. point of view,

- carry out all confrontations and also all conciliations that the interest of the profession and the Chambre Syndicale would justify.

Instruction

The Disciplinary Committee sets the dates of its meetings and investigates the dispute entrusted to it as quickly as possible. Unless it is materially impossible, which is reported to the president of the Chambre Syndicale, or his substitute, the judgment of the Disciplinary Commission must be rendered within a maximum period of two months from receipt of the file.

The summons of the person concerned must include the mention of the facts which are held against him and of the sanction which is proposed.

The person concerned may be assisted by another member of the Chambre Syndicale and/or by a lawyer of his choice.

The person concerned has the right to receive the documents, decisions, deliberations and consultations submitted for the assessment of the Disciplinary Committee fifteen days before the date of the meeting.

The summons of the person concerned must be noted in the minutes of the meeting of the Disciplinary Committee.

Penalties

The sanctions available to the Disciplinary Committee are:

- the verbal warning,

- the written reprimand,

- written blame,

- suspension for a fixed period,

- removal from the Chambre Syndicale.

In addition, the publicity to be given within the framework of the profession to the sanction pronounced is left to the initiative of the commission and must appear in its sentence.

The fact for a member of the Chambre Syndicale to have wrongly accused another member constitutes a breach which must in principle be punished. The decision is within the competence of the Disciplinary Committee.

Notification

The decision of the Disciplinary Committee is notified by the President of the Chambre Syndicale, or his substitute, to the interested party summoned to the registered office in the presence of the President and members of the Disciplinary Committee. It is enforceable immediately, unless otherwise provided by the commission in its award. The benefit of the stay may be granted under these same conditions.

Discipline

The interested party who, duly summoned, does not appear, does not suspend the action initiated against him. The investigation follows its course and the sanction, if there is one, is pronounced by default. Its notification is then made in writing, by registered letter with acknowledgment of receipt, and not verbally, as in the "Notification" paragraph above. The sanction becomes final and enforceable.

Skill

Anything relating to statutory discipline, the observance of professional obligations, respect for union rules and good fellowship, may be submitted by the Board of Directors of the Chambre Syndicale to the examination of the Disciplinary Committee. Exclusion files are eventually submitted to it for decision as provided for in article VI above.

ARTICLE X

RESOURCES - CONTRIBUTIONS

The resources of the Chambre Syndicale consist of:

1) an annual contribution which is set each year by the ordinary general meeting,

2) an exceptional contribution intended to meet ordinary or extraordinary expenses put on the agenda of a meeting and ratified by a vote.

Subscriptions and exceptional contributions are payable during the month following the meeting during which they were voted.

Any new admission entails the full payment of calls for funds relating to the current financial year,

3) of all donations, legacies of movable and immovable property, which could be made in its favour.

Donations and legacies are subject to acceptance by the general meeting deliberating under the terms of article VII.B.2. statutes,

4) interest and income from the portfolio and sums deposited in the bank by the Chambre Syndicale.

The resources are used to cover the running costs of the Chambre Syndicale and all expenses of general interest decided by a regularly constituted general meeting (ordinary or extraordinary as the case may be).

ARTICLE XI

AMENDMENT OF STATUTES

These statutes may only be modified by an extraordinary meeting, deliberating in the form provided for in article VII.B.2. on the proposal of the president or at the written request of ten members of the Chambre Syndicale.

SECTION XII

DISSOLUTION

In the event of voluntary, statutory or court-ordered dissolution, the property of the Chambre Syndicale will be devolved according to the decisions that would be taken in this regard by the extraordinary meeting of members, within the framework of the legal provisions in force.

_______________

INTERNAL RULES AND RULES OF ETHICS

Adopted by the extraordinary general meeting of 18 March 1992 and modified by the ordinary general meeting of March 28, 2001

___________

1. BROKER FUNCTIONS

1. The broker is an intermediary whose essential mission is to bring together people who wish to contract. He does not process the transaction himself and does not represent his client. Its role is to help the two parties to conclude a contract for the chartering, sale or construction of ships, or floating equipment, or a contract for the supply of products.

He may also act as his client's agent. In this case, he no longer acts as a broker, but by virtue of a distinct mission, moreover compatible with the quality of broker in the same business. He then combines the two distinct qualities of broker and agent.

2. The broker always acts, either directly or through another French or foreign broker, at the request of one or both parties to the contract.

3. The broker's mission may be prior or not, written or verbal, exclusive or not, permanent or occasional, cover all business or only a specific business of his client, be subject to stipulated conditions and for a fixed duration or have no restriction. .

4. Negotiations may take any form. However, the mutual consent of the parties must be evidenced in writing. The broker conveys offers and responses between the parties and tries to reconcile the points of view. He notes and summarizes the points of agreement.

When the contract is considered concluded, it is drafted by the parties or by one of the brokers at the dictation of the parties, the broker then acting as a clerk who records their declarations.

a) Charter parties and other charter or product supply contracts:

When the parties do not intend to draw up the contract themselves, this role falls to the charterer's or buyer's broker. or, where applicable, by the broker duly authorized in writing, and he issues the necessary copies.

b) Sale or construction contracts:

The originals of these contracts - compromises, deeds of sale of second-hand vessels as well as construction contracts - are signed by each of the contracting parties.

5) Commissions due to brokers are payable according to the terms of the contract and cannot be withheld by either party pending the clearance of accounts or, possibly, the settlement of a dispute in which the liability of the broker is not engaged;

6. The broker is not responsible for the performance of contracts entered into through him nor for contracts he has entered into as agent, but he remains liable for professional misconduct committed in the performance of his assignment as broker or, where applicable, in the performance of his mandate when he has also acted as an agent.

It is up to him, each time he is invited to do so by his client, to carry out on his behalf any legal formality relating to the transaction processed and he then acts as an agent.

7. It is not part of the broker's duties, as defined by these rules of procedure, to guarantee the proper performance of the contract entered into through him or which he may have negotiated under a mandate contract separate from its role as a broker.

8. Unless otherwise agreed by the parties, the broker remains throughout the performance of the contract, their normal intermediary, for all communications that they have to make with a view to execution of the contract.

9. The broker may be called upon, at the request of one and/or the other of the parties, to perform any additional task (in particular research, study, evaluation, etc.) that may give rise to specific remuneration.

10. The Broker may also, incidentally, represent all maritime, industrial and commercial companies, French or foreign.

11. Performing the duties of arbitrator or expert is not incompatible with the profession of broker.

II. PROFESSIONAL OBLIGATIONS OF THE BROKER

The broker is obliged to:

1) to always act at the request of one or both contracting parties, either directly or through another French or foreign broker;

2) to take care to avoid any misrepresentation of facts and to be guided by the principles of honesty and fairness, in particular and to the fullest extent possible by specifying whether any restrictions attach to the availability of the vessel or cargo.

3) ensure, to the extent of its means, the distribution to its customers of the instructions of which the public authorities may have given it knowledge or of essential information in terms of safety which may be available in good time.

4) never to claim or use an authority if he does not actually have it, nor modify the conditions of an authority without the agreement of the party concerned;

5) to keep himself, as far as possible, documented on the morality and solvency of the parties he puts in contact and to inform them respectively, with the desired discretion on the credibility of their co-contractor.

6) to avoid any risk of misunderstanding with a correspondent about a verbal offer by confirming it as soon as possible in writing.

7) to contest immediately and by the fastest way when, upon receipt of the written confirmation of a firm verbal or telephone offer, he realizes that it has been misunderstood or that an error has been made.

8) never to accept that a transaction be confirmed only verbally and to ensure that it is in writing;

9) to always ensure that contracts are well drafted and contain no omissions, obscurities or contradictions in terms.

10) to promote the interests of French maritime industry and commerce, in particular by encouraging local charterers to sell CIF or to buy FOB;

11) to scrupulously respect professional secrecy;

12) not to interfere in the negotiation of a ship or a cargo, if he is interested directly or indirectly as a charterer or shipowner or in any way as a contractor, without having previously notified the parties. concerned.

13) to observe the rules of good brotherhood with regard to his colleagues and to develop, as far as possible, the climate of trust and the spirit of cohesion essential to the development of the French maritime market and to the image of the profession abroad. These rules exclude, in particular, any approach to customers based on a criticism of the means or results of colleagues.

III - MISCELLANEOUS PROVISIONS

1) When he is called upon to sign, by delegation of one of the parties, a contract entered into through him, the broker, acting as an intermediary, must imperatively follow his signature with the words "as broker only, not responsible for the performance of this contract" or its equivalent in English: "as broker only, not responsible for the performance of this contract".

2) Copies of charter parties issued by him must be marked "copy".

3) Typed clauses or additions take precedence over printed clauses. The number of additional clauses must be mentioned on the charter party.

4) All addenda must be established as above for the c/p in originals and in copies and mention will be made on the printout of the c/p.

5) Restrictions, details and conditions precedent :

a) The "subject stem" restriction can only apply to the agreement of shippers or suppliers to make a cargo available for given dates, excluding any other interpretation. In the event that the stem is not granted under the conditions requested, no other vessel may be retained by the charterers before the vessel initially chartered "subject stem" has had the priority of accepting the dates and/or the modified quantity, insofar as they are reasonably close.

b) The "subject open" or "subject unfixed" restriction can only apply if a ship or a cargo is already under offer, once only, for a limited period. The "free subject" offer must be made with the same time limit. No extension can be granted, no further negotiations can be entered into, until the time limit has expired or until both offers have been answered.

c) The "details" of a charter may in some cases refer to a large number of typewritten clauses attached to the printed charterparty, or to changes in the printed text of the charterparty. If a charter is confirmed "subject to details" or "subject to approval of details" or even "subject to development of details", the negotiation of these " détails " cannot be terminated only in the event that one of the parties has repeated its refusal to accept a term or its modification demanded by the other party. The negotiation of the details of the charter, which according to international usage conditions the perfect agreement of the parties, cannot legitimately serve as a pretext for the refusal of the contract for another reason.

d) Any other "subject" or condition precedent must be clearly stipulated and delimited, and must be able to be possibly duly justified later

6) The Chambre Syndicale has established as a custom of the profession that in the context of the defense of the general interests of its members, it may support them with its authority before the courts in the event that their liability is sought.

7) The broker must, from the social point of view:

a) to assist, by all possible means, the professional training and development of the personnel it employs;

b) to facilitate the creation and operation of the provident and retirement plans in which this staff would be led to take an interest.

IV - MODIFICATION OF INTERNAL REGULATIONS AND RULES OF ETHICS

These rules of procedure and rules of ethics may be modified by an ordinary general meeting, deliberating in the form provided for in article VII.B.1. of the articles of association, on the proposal of the board of directors.

V- DISCIPLINE

Any breach of these rules of procedure and rules of ethics will be referred to the disciplinary committee (art. IX of the statutes) which may impose a sanction if necessary.

CHAMBRE SYNDICALE DES COURTIERS D'AFFRETEMENT MARITIME ET DE VENTE DE NAVIRES DE FRANCE

V- DISCIPLINE