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

Article 41 Powers — Quorum — Notice of meetings

Subject to approval in manner required under Ordonnance No 58-1137 of 28 November 1958, second paragraph of Article 1, an extraordinary general meeting may, but only on the initiative and proposal of the Board of Directors, effect any amendments whatsoever to the Statutes, provided such amendments are permitted by company law.

It may, in particular, do all or any of the following things, the list being in no way exhaustive:

• resolve to increase the capital or authorise an increase thereof, in accordance with the conditions contained in Article 8;

• resolve to reduce the capital;

• resolve that the capital be divided into shares of a nominal value different from that of the existing shares, and that the shares be consolidated, involving, if appropriate, the obligation to transfer or purchase existing shares so that one or other of these transactions may be effected;

• resolve to change the name and to transfer the seat of the company to any place outside Paris;

• resolve upon any alteration of the form in which and the conditions upon which shares may be transferred;

• resolve that the period for which the company is being formed be extended or reduced;

• resolve that the company be subject to any new law which has not been declared retrospective;

• resolve that the company be dissolved before the period for which it is formed has expired, or that it be amalgamated with one or more companies already existing or to be established pursuant to Ordonnance No 58-1137 of 28 November 1958;

• resolve that the objects of the company be altered, in particular as regards their extension or restriction, and decide on the distribution of the profits and assets of the company.

An extraordinary general meeting shall also be required to verify the capital subscribed in kind and any special rights granted.

In all cases mentioned above, and when required to pass resolutions concerning alterations relating to the objects of the company, an extraordinary general meeting shall be duly constituted, and may be duly held, only if not less than one-half of the capital is represented. However, for purposes of verification of the contribution in kind and of the special rights that are submitted to the meeting for approval, the capital that must be represented shall not include shares owned by the persons who made such contributions in kind or stipulated for such rights.

If the first notice of meeting fails to produce a quorum of one-half of the capital, the meeting shall be reconvened in the manner prescribed by these Statutes by two notices, one in the Bulletin des annonces légales obligatoires and the other in a publication which carries legal notices issued in the Department in which the company has its seat. The second notice of meeting shall state the agenda, the date and the result of the preceding meeting. This second meeting may not take place earlier than ten days after publication of whichever of the second notices is published last. The proceedings shall be valid if the meeting comprises shareholders representing not less than one-third of the capital.

If less than one-third of the capital is represented at this second meeting, a third such meeting may be convened by notice published in the Bulletin des annonces légales obligatoires and in a publication which carries legal notices issued in the Department in which the company has its seat, and by two notices inserted at an interval of one week in a daily newspaper published or circulating in the Department in which the company has its seat or, in lieu of these two notices, by registered letters addressed to all shareholders. The notices and the registered letters shall state the agenda, the dates and the results of the preceding meetings. The third meeting may not take place earlier than ten days after publication of whichever of the notices is published last or after dispatch of the registered letters. The proceedings shall be valid if the meeting comprises shareholders representing not less than one-quarter of the capital.

Failing such quorum, this third meeting may be postponed to a date not more than two months later than that for which it was convened. The postponed meeting shall be convened and held in the manner prescribed above and the proccedings shall be valid only if the meeting comprises shareholders representing not less than one-quarter of the capital.

In all the meetings provided for in this Article, the quorum shall be calculated in the manner specified in Article 37.

The texts of the proposed resolutions shall be available to shareholders at the company seat not less than fifteen days before the date for which the first meeting has been convened.