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Decision on the establishment of the Société d'énérgie nucléaire franco-belge des Ardennes Joint Undertaking

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Article 11 Transfer of shares

Class A shares owned by Electricité de France, service national, and rights attached thereto, in particular rights of subscription and allotment, shall be non-transferable.

Class B shares of the company and rights of subscription or allotment attached to such shares may be transferred only to natural or legal persons who are nationals of foreign countries signatories of the Euratom Treaty, irrespective of the manner in which the transfer is effected and whether or not for valuable consideration. The same shall apply to transfer of such shares inter vivos or on death.

If the transferee is or the transferees are already shareholders of the company, there shall be no restriction on transfer.

If, on the other hand, the transferee is not yet a shareholder of the company, the transferor shall by registered letter inform the company of the transfer proposal, stating the surname, first names, occupation, nationality and fixed address of the transferee if a natural person, or the nationality, name and company seat if a legal person, and the total number and serial numbers of the shares to be transferred.

Within twenty days after receipt of such letter, the Board of Directors shall by majority vote accept or reject the proposed transferee; no reason shall be given for its decision, nor may any claim be made in respect of a rejection. The transferor shall be notified of the decision within five days by registered letter.

If the proposed transferee is not approved and the transferor does not, within ten days of being notified thereof, withdraw the transfer proposal, the Board of Directors shall inform all other holders of Class B shares by registered letter that they have the right, within twenty days from the date of dispatch of the letters, to purchase the shares which it is proposed to transfer and to do so, save as otherwise agreed between them, in proportion to the number of shares owned by each of them; the price shall, save where agreement has been reached by the persons concerned, be determined by two experts, one of whom shall be appointed by the transferor and the other by the Board of Directors, it being understood that these experts shall, if necessary, appoint a third expert, whose decision shall be final, provided that if one of the parties refuses to appoint an expert or if the experts appointed do not reach agreement upon the appointment of a third expert, such appointment or appointments shall, at the request of the first party to make application, be made by the President of the Commercial Court in the place in which the seat of the company is situate.

If no shareholder is prepared to purchase such shares, the Board of Directors may designate as purchaser a person who is not a member of the company, provided that he is a national of a foreign country signatory of the Euratom Treaty, who shall purchase the shares at a price which shall be fixed in manner described above.

If the Board of Directors has not designated a purchaser within twenty days after the expiry of the first specified period, the transfer or transmission for which approval was sought shall be given effect in the registers of the company.

In the various cases referred to above, transfer into the name of the transferee or transferees may be effected by the Board of Directors on its own initiative, without the signature of any transferor being necessary.

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