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(Unofficial Translation from Dutch Language Original)
"NV BEKAERT SA"
Public limited company ("naamloze vennootschap") at 8550 Zwevegem, Bekaertstraat 2
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BTW BE 0405.388.536 RPR
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The Company was incorporated as a private limited company ("personenvennootschap met beperkte aansprakelijkheid") under the name TREFILERIES LEON BEKAERT as a result of the conversion of the public limited company ("naamloze vennootschap") on 19 October 1935 (Mr. Germain Denys, notary at Zwevegem), published in the Annexes to the Belgian Official Journal of 4/5 November 1935, no 14642.
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The Company was converted into a public limited company ("naamloze vennootschap") under the name N.V. Bekaert S.A. on 25 April 1969 (Mr. Charles Dael, notary at Gent-Ledeberg), published in the aforesaid Annexes on 17 May 1969, no 1150/1.
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Its Articles of Association were amended on:
- 17 December 1970 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 9 January 1971, no 99/1.
- 23 September 1971 (Mr. Dael, notary aforesaid), published in the aforesaid Annexes on 9 October 1971, no 2806/1.
- 20 July 1972 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 20 August 1972, no 2409/1.
- 19 October 1972 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 4 November 1972, no 2995/1.
- 29 April 1975 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 27 May 1975, no 1667/1.
- 9 June 1975 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 28 June 1975, no 2399/30.
- 8 September 1975 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 1 October 1975, no 3523/1.
- 7 May 1976 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 2 June 1976, no 1833/11.
- 5 November 1976 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 24 November 1976, no 4155/1.
- 3 November 1978 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 29 November 1978, no 2405/8.
- 4 December 1978 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 29 December 1978, no 2585/27.
- 22 January 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 13 February 1979, no 269/10.
- 2 February 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 23 February 1979, no 345/6.
- 2 March 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 24 March 1979, no 497/6.
- 6 April 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 3 May 1979, no 736/4.
- 9 May 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 6 June 1979, no 941/32.
- 13 June 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 6 July 1979, no 1201/8.
- 9 July 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 3 August 1979, no 1357/21.
- 7 September 1979 (Mr. Dael, notary, aforesaid) published in the aforesaid Annexes on 22 September 1979, no 1590/27.
- 8 October 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 31 October 1979, no 1781/11.
- 12 November 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 5 December 1979, no 1960/26.
- 7 December 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 4 January 1980, no 84/23.
- 28 December 1979 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 25 January 1980, no 275/8-9.
- 11 March 1980 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 29 March 1980, no 676/8.
- 6 June 1980 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 28 June 1980, no 1239/17-18.
- 19 September 1980 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 3 October 1980, no 1825/14.
- 26 May 1982 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 23 June 1982, no 1225/6.
- 11 October 1982 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 29 October 1982, no 2083/1 (2-3).
- 18 October 1982 (Mr. Dael, aforesaid), published in the aforesaid Annexes on 10 November 1982, no 2141/31.
- 25 August 1983 (Mr. Frank Denys, notary at Zwevegem), published in the aforesaid Annexes on 21 September 1983, no 2308/4.
- 21 October 1983 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 17 November 1983, no 2745/10.
- 5 December 1985 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 1 January 1986, no 860101-692.
- 13 October 1988 (Mr. Frank Denys, notary at Zwevegem, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 5 November 1988, no 881105-105.
- 15 January 1993 (Mr. Jean-Jacques Opsomer, notary at
- 24 October 1994 (Mr. Frederic Opsomer, notary at
- 3 October 1997 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 29 October 1997, no 971029-268.
- 14 October 1999 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 6 November 1999, no 991106-244.
- 26 November 1999, as a result of the extraordinary general meeting of 14 October 1999.
- 21 December 2000 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 18 January 2001, no 20010118-78.
- 9 May 2001 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 2 June 2001, no 20010602-641.
- 27 July 2001 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 14 August 2001, no 20010814-26.
- 19 December 2001 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 11 January 2002, no 20020111-1688.
- 8 May 2002 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 1 June 2002, no 20020601-70.
- 18 December 2002 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 7 January 2003, no 03002503.
- 14 May 2003 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 5 June 2003, no 03062801.
- 17 December 2003 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 6 January 2004, no 04001635.
- 12 May 2004 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 8 June 2004, no 04083182.
- 13 December 2004 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 7 January 2005, no 05003157.
- 23 December 2004 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 17 January 2005, no 05010134.
- 11 May 2005 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 2 June 2005, no 05077903.
- 5 July 2005 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 27 July 2005, no 05108461.
- 4 August 2005 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 23 August 2005, no 05120602.
- 5 October 2005 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 27 October 2005, no 05152218.
- 20 December 2005 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 11 January 2006, no 06010519.
- 10 May 2006 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 6 June 2006, no 06092394.
- 5 July 2006 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 25 July 2006, no 06120911.
- 4 October 2006 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 23 October 2006, no 06162055.
- 20 December 2006 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 10 January 2007, no 07006732.
- 29 December 2006 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 19 January 2007, no 07012112.
- 26 February 2007 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 19 March 2007, no 07042133.
9 May 2007 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 1 June 2007, no 07078232.
- 4 July 2007 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 24 July 2007, no 07109820.
- 4 October 2007 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 22 October 2007, no. 07153816.
- 20 December 2007 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 9 January 2008, no. 08006593.
- 31 December 2007 (Mr. Marc Boeykens, notary at Gent-Ledeberg), published in the aforesaid Annexes on 18 January 2008, no. 0811253.
- 5 March 2008 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 27 March 2008, no. 08045941.
-14 May 2008 (Mr. Opsomer, notary, aforesaid, in the presence of Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 5 June 2008, no. 08082508.
- 3 July 2008 (Mr. Dael, notary, aforesaid), published in the aforesaid Annexes on 23 July 2008, no. 08122590.
- 3 October 2008 (Mr. Dael, notary, aforesaid).
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CONSOLIDATED ARTICLES OF ASSOCIATION AS OF 3 OCTOBER 2008
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Name, Registered Office, Objects, Term
Article 1: The Company has the legal form of a public limited company ("naamloze vennootschap"); its shares are listed on the stock exchange; its name is "NV BEKAERT SA".
Article 2: The Company’s registered office is at Zwevegem, Bekaertstraat 2.
It may be transferred to any other place in
The Company may, by ordinary resolution of the board of directors, establish administrative offices and operating centres, as well as branches, agencies, offices and warehouses, in
Article 3: The Company’s objects, in
(a) To process raw materials, in particular metals, synthetics and wood, to half-products and end-products, and to trade in those products;
(b) To design and manufacture, and to trade in equipment goods, within the scope of clause (a);
(c) To trade in processes and know-how, in the widest sense, within the scope of clauses (a) and (b), including providing technical assistance;
(d) To develop and use, and to trade in business management methods.
The Company may perform all commercial, industrial, immovable, movable and financial activities that are directly or indirectly related with the above-mentioned objects.
It may, through contribution, subscription, financial intervention, financing or in any manner howsoever, participate in any companies or enterprises that fully or partly pursue similar objects or that are of a nature to promote or facilitate the implementation of the Company’s objects, and it may, in general, merge with companies or enterprises.
Article 4: The Company was incorporated as a result of the conversion into a private limited company ("personenvennootschap met beperkte aansprakelijkheid") of the public limited company ("naamloze vennootschap") of the same name on 19 October 1935. It was converted into a public limited company ("naamloze vennootschap") and extended for a term of thirty years on 25 April 1969.
The Company was extended for an unlimited term on 5 December 1985.
It may be dissolved by a resolution of the general meeting, deliberating and voting in accordance with the provisions governing amendments to the Articles of Association and in the cases and under the conditions provided for by the Companies Code.
TITLE II
Article 5: The registered capital amounts to one hundred and seventy-four million six hundred sixty-seven thousand euro (EUR 174.667.000,00).
It is represented by 19.783.565 shares without par value, each of which representing a 19.783.565th part of the registered capital.
The board of directors can issue collective securities.
The general meeting can modify the number of shares representing the registered capital and cause the existing shares to be exchanged.
The Company can issue shares without voting rights in accordance with the provisions of Article 480 of the Companies Code.
Article 6: Any increase of the registered capital is decided by the general meeting, deliberating and voting in accordance with the provisions governing amendments to the Articles of Association and with the proceedings and requirements provided for by the Companies Code.
Article 7: In the case of a capital increase through contribution in cash, the new shares must first be offered to the shareholders pro rata the part of the capital represented by their shares.
The right of preference can be limited or excluded in the interest of the Company by a resolution of the general meeting, passed in accordance with the provisions governing amendments to the Articles of Association. Such meeting may also deviate from Article 593 of the Companies Code, subject to compliance with Article 596 of such Code.
In those cases, the proposal from the board of directors is explained in a detailed report that is announced in the agenda, and that covers in particular the issue price and the financial consequences of the operation for the shareholders. A report is also prepared by the statutory auditor.
Whenever the right of preference is limited or excluded by the general meeting on the occasion of a capital increase in favour of one or more specific persons who are not employees of the Company or of its subsidiary companies, the special provisions of the Companies Code must be observed.
In the case of limitation or exclusion of the right of preference, the general meeting may decide that the new shares will be allotted by priority to the existing shareholders.
Article 8: A decrease of the registered capital can be decided only by an extraordinary general meeting, to be held before a notary and in accordance with the provisions of the Companies Code.
Article 9: The non fully-paid shares are in registered form.
The fully-paid shares and the other securities of the Company are in registered, bearer or non-material form subject to the limitations prescribed by law.
A holder of bearer securities may at all times and at his expense request their conversion into registered securities or into non-material securities.
A holder of fully-paid registered securities may at all times and at his expense request their conversion into non-material securities.
A holder of non-material securities may at all times and at his expense request their conversion into registered securities.
A non-material security is represented by a booking on account, in the name of the owner or holder, with a recognised account holder or a clearing agent.
A register of each category of registered securities is kept at the Company’s registered office in accordance with Article 463 of the Companies Code. Each holder of securities is entitled to peruse the register pertaining to his securities.
Article 10: The bearer securities issued by the Company and deposited on a securities account by 1 January 2008 will automatically exist in non-material form as from such date. The other bearer securities will also be automatically dematerialized as and when they are deposited on a securities account as from 1 January 2008.
The bearer securities issued by the Company and which are not deposited on a securities account by 31 December 2013 will automatically be converted into non-material securities on such date.
Subject to the limitations prescribed by law, the board of directors is authorised to determine the conditions for the conversion of the former bearer securities into non-material or registered securities.
Article 11: The securities are indivisible vis-à-vis the Company.
Should one security belong to several owners, the Company is entitled to suspend the exercise of the rights attaching thereto until one single person is designated as the owner of the security vis-à-vis the Company.
Article 11bis: An acquisition of shares of the Company or of instruments entitling the holder to the acquisition of, the subscription for or the conversion into shares of the Company (collectively referred to hereinafter as securities), that leads to a change of control of the Company, is subject to the prior approval of the board of directors, which approval has to be requested in writing. If the board of directors indicates that it intends to refuse its approval or that it reserves the right to refuse its approval, it will have to propose to the candidate-transferor, within thirty days from receipt of the request for approval, that the securities be acquired by one or more persons who do hold such approval, at a price that is at least equal to the price at which the candidate-transferee can acquire those securities of the candidate-transferor. If the possible change of control results from a public take-over bid, the board of directors will have a period until five full bank working days after the date of the conclusion of the bid in which to formulate a proposal as aforesaid. The rights attaching to the securities acquired in violation of this approval clause will automatically be suspended and remain suspended for as long as the aforesaid procedure shall not have been complied with. Should the case arise, the transferee of the securities will then be obliged to transfer the securities referred to in this approval clause to the persons designated by the board of directors at the price at which it has acquired the securities.
Article 12: The Company is entitled to acquire its own shares subject to compliance with the conditions prescribed by law.
Subject to compliance with the conditions prescribed by law, the board of directors is authorised to acquire a maximum number of shares that in the aggregate represent no more than 10% of the issued capital, during a period of 18 months beginning from the publication in the Annexes to the Belgian Official Journal of the authorising resolution of the extraordinary general meeting of shareholders of 14 May 2008, at a price ranging between minimum one euro and maximum 30% above the arithmetic average of the closing price of the Company’s share during the last 30 trading days preceding the board’s resolution to acquire.
In the case of an acquisition of own shares, the board of directors is authorised to cancel all or part of the purchased shares during the above-mentioned 18-month period. The resulting amendment to the Articles of Association will be recorded in a notarial deed to be passed at the request of either two directors, or of the company secretary and one company lawyer employed by the Company, or of two company lawyers employed by the Company.
The board of directors is also authorised to acquire shares of the Company for its own account when such acquisition is necessary to prevent a threatened serious harm to the Company, including a public take-over bid for the Company’s securities. Such authorisation is granted for a period of three years beginning from the publication in the Annexes to the Belgian Official Journal of the authorising resolution of the extraordinary general meeting of shareholders of 14 May 2008. Such authorisation may be extended for periods of three years.
The Company may, under the conditions prescribed by law, take its own shares in pledge.
Article 12bis: The Company can only transfer own shares or profit-sharing bonds acquired pursuant to Article 12 of the Articles of Association under the conditions prescribed by the Companies Code. The board of directors is expressly authorised to transfer such shares or profit-sharing bonds on the stock exchange in accordance with Article 622, §2, 2nd paragraph, 1° of the Companies Code, without the need for a prior consent or other intervention by the general meeting.
The board of directors is also expressly authorised, in accordance with Article 622, §2, 2nd paragraph, 2° of the Companies Code, to transfer on the stock exchange or pursuant to a sales offer made to all shareholders or holders of profit-sharing bonds on equal terms, the shares or profit-sharing bonds that the board of directors has decided to transfer in order to prevent a threatened serious harm to the Company, again without the need for a prior consent or other intervention by the general meeting.
Article 12ter: The authorisations to acquire and to transfer shares of the Company, as stipulated in Articles 12 and 12bis of the present Articles of Association, fully apply in the case of an acquisition or transfer by the subsidiary companies of which the Company, on its own or pursuant to a shareholders’ agreement, directly holds, exercises or controls the majority of the voting rights or in respect of which the Company is entitled directly to appoint or dismiss the majority of the directors or managers.
Article 13: Under no circumstances can the heirs, successors or creditors of a shareholder cause the sealing of the assets of the Company or involve themselves in the management thereof.
For the exercise of their rights, they are referred to the balance sheets and the resolutions of the general meeting.
Article 14: The issue of non-convertible debentures can always be decided by the board of directors.
Article 14bis: As from the moment of the entry into force of Title II of the Act of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market and laying down miscellaneous provisions, the provisions of Articles 6 through 17 of such Act will, in accordance with Article 18 of such Act, also apply to the thresholds of 3% and 7.50%. Such thresholds apply without prejudice to the legal thresholds of 5 % and of each multiple of 5% (10, 15, 20%, etc.).
For purposes of Article 545, second paragraph, 1° and 2°, of the Companies Code, the thresholds mentioned therein apply as well as the thresholds of 3% and 7.50% mentioned in the first paragraph of this Article 14bis.
Subject to the provisions of the first two paragraphs of this Article 14bis, the provisions and conditions of Articles 514, 516, 534 and 545 of the Companies Code and the provisions and conditions of the aforesaid Act of 2 May 2007 and of its implementing decrees apply.
Until the moment of the entry into force of Title II of the aforesaid Act of 2 May 2007, the text of this Article14bis adopted by the extraordinary general meeting of shareholders of 10 May 2006 and set forth in the interim provisions at the end of the Articles of Association, will continue in effect.
TITLE III
Management and Control
Article 15: The Company is managed by a board composed of at least three members which may or may not be shareholders; they are appointed by the general meeting of shareholders, which determines their number.
Their term of office cannot exceed four years. They may be re-appointed, and they may be dismissed at any time by the general meeting.
The candidates for the office of director who have not previously held that position in the Company must inform the board of directors of their candidacy at least two months before the annual general meeting.
The general meeting determines their remuneration, which is fixed and/or variable.
The term of office of outgoing directors expires immediately after the annual general meeting.
The general meeting may, acting on a proposal by the board of directors, award the title of "honorary chairman", "honorary vice-chairman" or "honorary director" of the Company to former chairmen, vice-chairmen or directors of the Company.
Article 16: If a position of director becomes vacant, the remaining directors are entitled provisionally to fill the vacancy.
In such a case, the general meeting shall make the definitive appointment at its next session.
The new director so appointed will serve for the remaining term of the director whom he replaces.
Article 17: The board of directors elects a chairman from among its members. It may elect one or more vice-chairmen from among its members.
Article 18: The board of directors shall meet whenever the interest of the Company so requires, upon notice by the chairman or, in his absence, by the vice-chairman or the eldest among them, or by a director designated by his colleagues. The board of directors also has to be convened whenever two directors so request.
The meetings of the board of directors are chaired by the chairman or the director replacing him.
Except in urgent cases, as a result of war, riots or other public disasters, the board of directors can deliberate and decide only when the majority of its members is present or represented.
A director who is prevented from attending, may empower another director in writing, by telegramme, by telex, by telefax, or by any written electronic means of communication, to represent him and to vote in his stead.
The board of directors may deliberate and decide by means of teleconferencing and videoconferencing.
The resolutions are adopted by a majority of votes.
In the event of a tie, the chairman has a casting vote.
If a director has a direct or indirect interest of a proprietary nature that conflicts with a resolution or operation that is within the powers of the board of directors, the proceedings provided for by the Companies Code shall be observed.
If, at a meeting of the board of directors, Article 523 of the Companies Code is invoked and as a result thereof the majority of directors is no longer present, the remaining directors may continue validly to deliberate and decide.
The board of directors may, whenever it deems fit, invite the honorary directors to attend the meeting of the board with an advisory vote.
The board can only validly deliberate and decide on matters that are not on the agenda if all members are present at the meeting and consent to it.
In exceptional cases, when urgency and the interest of the Company so require, the resolutions of the board of directors may be passed by the unanimous written consent of the directors. However, this procedure cannot be used for the preparation of the annual accounts and the implementation of the authorised capital.
Article 19: The resolutions of the board of directors are recorded in minutes, which are signed by the majority of the members having attended the proceedings.
Copies of or excerpts from such minutes are signed by the chairman, by a managing director, or by the company secretary.
Article 20: The board of directors has the authority to take all actions that are necessary or useful for implementing the Company’s objects, except those reserved by law to the general meeting.
The board of directors represents the Company vis-à-vis third parties and as plaintiff or defendant in court.
Article 20bis: The board of directors may establish one or more advisory committees from among its members and under its liability, and determines the composition and powers of such committees.
The board will set up at least the following committees:
- a strategic committee, which will inter alia advise the board of directors on the general policies of the Company and of the group to which it belongs, and on the most important strategic decisions concerning the development of the Company and the group;
- an audit and finance committee, which will inter alia advise the board of directors on the appointment, the dismissal and the remuneration of the statutory auditor and on the extent of its control mission, and generally on all subjects relating to the annual and consolidated accounts and the half-year results;
- a nomination and remuneration committee, which will inter alia advise the board of directors on the (re)appointment of directors, the appointment and remuneration of the members of the executive committee, the remuneration policy with respect to senior management, and all aspects of the Company’s subscription rights and option plans.
Article 21: The board of directors may transfer its management powers to an executive committee, provided however that such transfer cannot relate to the general policies of the Company or to matters that are reserved to the board of directors by other legal provisions. If an executive committee is set up, the board of directors is in charge of the supervision of the executive committee. The executive committee consists of several persons, who may or may not be directors. The conditions for the appointment of the members of the executive committee, their dismissal, their remuneration, their term of office and the proceedings of the executive committee are determined by the board.
It may appoint one or more managing directors from among its members, and entrust to some of its members special, permanent or temporary tasks, the extent of which it determines. It determines their remuneration, which is fixed or variable and is to be accounted for under general expenses.
It may also appoint corporate vice-presidents and vice-presidents, whose authority and remuneration it determines.
In general, the board of directors may grant specific special powers for one or more acts to one or more persons, even outside the Company, and determine their remuneration.
If the Company serves on the management body of another company, the board of directors is authorized to appoint the permanent representative.
Article 22: In those foreign countries where the Company has an official representative, lawsuits may be initiated and pursued by such representative on behalf of the Company.
Article 23: In the absence of an authorisation or proxy given by resolution of the board of directors, and without prejudice to the general power of representation for daily management granted in Article 24 below, two directors acting jointly are authorised to bind the Company towards third parties and as plaintiff or as defendant in court.
If the board of directors decides to set up an executive committee, the Company will be validly represented by two members of the executive committee in matters within the authority of the executive committee.
Article 24: Without prejudice to the powers of the board of directors and the power of representation granted in Article 23 above, the daily management of the Company and the representation of the Company with respect to such management may be delegated to one or more persons.
The persons to whom daily management is delegated pursuant to this Article must act in accordance with the resolution appointing them.
Article 25: The control of the financial condition, the annual accounts and the regularity with respect to the Companies Code and the present Articles of Association, of the operations reflected in the annual accounts, is entrusted to one or more statutory auditors appointed by the general meeting from among the members of the
They are appointed for a renewable term of three years.
Article 26: The statutory auditors are not entitled to accept another duty, office or assignment in the Company or in a related company, to be completed during or after their term of office, that could affect the independent performance of their office of statutory auditor.
Article 27: The remuneration of the statutory auditor consists of a fixed amount that guarantees compliance with the auditing standards of the
The statutory auditors have to attend the general meetings that have to deliberate on the basis of a report prepared by them.
They are liable towards the Company for shortcomings committed in the performance of their duties.
Articles 130 et seq. of the Companies Code apply.
TITLE IV
General Meeting
Article 28: The regularly composed general meeting represents all of the shareholders.
It consists of all shareholders who have complied with the provisions of the present Articles of Association.
Article 29: The ordinary general meeting is held each year on the second Wednesday in May at 10:30 a.m. or, if that day is a statutory holiday, on the second next working day.
It is held at the Company’s registered office or at the place indicated in the convening notices.
The board of directors and the statutory auditors may convene a general meeting. They are obliged to do so at the request of shareholders representing one fifth of the registered capital.
The extraordinary and special general meetings are held at the Company’s registered office of the or at the place indicated in the convening notices.
Article 30: The notices convening a general meeting mention the agenda and are given in accordance with the provisions of Articles 533 and 535 of the Companies Code.
Article 31: In order to be admitted to the general meeting, each owner of bearer securities must deposit these at the Company’s registered office or at the places indicated in the convening notices at least three full bank working days prior to the date set for the general meeting.
He shall produce evidence of such deposit prior to the opening of the meeting.
In order to be admitted to the general meeting, each owner of non-material securities must deposit at the Company’s registered office or at the places indicated in the convening notices at least three full bank working days prior to the date set for the general meeting, a certificate produced by the recognised account holder or by the clearing agent attesting the unavailability of the non-material securities until the date of the general meeting. He shall produce evidence of the deposit of such certificate prior to the opening of the meeting.
The owners of registered securities who wish to attend the general meeting must notify the Company thereof at least three full bank working days prior to the meeting. They will be admitted upon presentation of their certificate of registration.
The same proceedings apply to the holders of debentures or of subscription rights, who can attend the general meeting with an advisory vote only.
The attendance list, mentioning the identity of the shareholders and the number of shares accounted for, must be signed by each of them or by their proxies before access to the meeting is granted.
Article 32: Every shareholder may give a power of attorney for the general meeting to a proxy who is entitled to vote in his own right.
Legal persons may be represented by a proxy who is not a shareholder; incapacitated persons are represented by their legal representatives; married persons may be represented by their spouse.
The joint owners, the usufructaries and bare owners, and the pledgors and pledgees of shares have to be represented by one single person.
The board of directors determines the form of the powers of attorney, and determines at which place and time they must be deposited.
Article 33: Without prejudice to the provisions of Article 545 of the Companies Code, transfers of shares that are effected less than three full bank working days before the general meeting shall not be taken into account.
Article 34: The bureau of the general meeting is composed of the members of the board of directors present.
The meeting is chaired by the chairman of the board of directors or, in his absence, by the director replacing him.
The chairman designates the secretary, who need not be a shareholder; the meeting elects two scrutineers from among its members.
Independently of the right of postponement provided for by Article 555 of the Companies Code, the board of directors is entitled to postpone the proceedings of each general meeting for three weeks.
Such postponement adjourns the proceedings and causes all resolutions that may have been passed to be voided, even those not concerning the annual accounts.
