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

Article 8 Increase or reduction of capital

The capital of the company may be increased from time to time by the creation of new shares representing contributions in kind or in cash, or by capitalisation of profits, provisions or reserves and allotment of such new shares to the shareholders credited as fully paid up or increase of the nominal value of the existing shares, all of which operations shall be by resolution of an extraordinary general meeting passed in accordance with Article 40. The same meeting shall fix the terms of issue of the new shares or of the increase in nominal value of the existing shares, or shall delegate its powers for this purpose to the Board of Directors.

Increases of capital may be effected by creation of either ordinary shares or preference shares which confer certain advantages over other shares or prior rights either to the profits or to the assets of the company or to both.

Whenever the capital is increased by the issue of shares for cash, an equal number of Class A and Class B shares shall be issued, so that the number of Class A shares is always the same as that of Class B shares.

Electricité de France shall, pursuant to Ordonnance No 58-1137 of28 November 1958, subscribe all the new Class A shares issued so as to maintain its 50 % shareholding in the capital of the company.

Shareholders, whether natural or legal persons, who are nationals of foreign countries signatories of the Euratom Treaty shall have a preferential right to subscribe in proportion to the nominal amount of their shares for new Class B shares that are to be issued, which right shall be exercised in such manner and within such time as the Board of Directors shall determine.

This right shall be freely transferable and negotiable subject to Article 11, those shareholders whose shareholdings are such that they are unable to acquire a new share or an exact number of shares shall be entitled to combine to exercise their rights but in no case shall a joint subscription result therefrom.

Where the capital is increased to represent contributions in kind to the company by shareholders, whether natural or legal persons, who are nationals of foreign countries signatories of the Euratom Treaty, and new B shares to the amount thereof are created, this increase shall be matched by a second increase of capital, either by the creation of A shares for contribution in cash by Electricité de France or by creation of A shares for allotment to that institution in consideration of contributions in kind, or by a combination of these two methods of increasing the capital. This second increase of capital, being effected for the purpose of maintaining the proportion of the capital held by Electricité de France must, irrespective of the method employed, be equal to the increase of capital which it offsets.

Conversely, where the capital is increased to represent contributions made in kind to the company by Electricité de France and new A shares to the amount thereof are created, the increase shall be matched by a second increase of the same amount. This increase shall consist of B shares reserved exclusively for shareholders who are nationals of foreign countries signatories of the Euratom Treaty and it shall represent contributions made by them in cash or in kind. The general meeting may also, by resolution passed as provided above, reduce the capital of the company, for any reason whatsoever. This reduction may in particular be effected by repayment to the shareholders, purchase and cancellation of the shares of the company, or exchange of existing shares for new shares, equal or less in number, which may or may not have the same nominal value, provided the number of Class A shares is always equal to the number of Class B shares.

Resolutions of an extraordinary general meeting concerning any increase or reduction of capital referred to in this Article shall not, in any case or for any reason whatsoever, derogate from the principle enunciated in the first paragraph of Article 7.

Further, the various provisions contained in this Article shall not affect the preferential right of subscription of shareholders as provided for in Article 1 of the Décret-loi of 8 August 1935.