Article 9 Calls on shares
The amount of the shares subscribed shall be payable, either at the seat of the company or at any other place appointed for the purpose, as follows:
not less than one-fourth at the time of subscription;
the balance within a period of not more than five years, in one or more instalments, according to the requirements of the company, at such times and, in such proportions as shall be determined by the Board of Directors.
Notice of calls shall in each case be served on shareholders by registered letter, with advice of delivery, one month before the time fixed for such payment.
Subscriptions for shares upon which the payment due at the time of subscription has not been made may be deemed void if no action has been taken within eight days after service of notice by registered letter.
Any share certificate not duly marked to show that payments due in respect thereof have been paid shall cease to be negotiable and no dividend shall be paid thereon.
Shareholders, intermediate transferees and subscribers shall be jointly and severally liable for the amount of the share. However, any subscriber or shareholder who has transferred his certificate shall, two years after the transfer, cease to be liable for calls not yet made.
If the sum called in respect of a share is not paid at the times aforesaid, interest shall fall due at the rate of 7 % per annum for each day of delay in payment without the need for action at law.
If the amounts due on shares are not paid within the period specified at the time of the call, the company may, in the case of Class B shares, eight days after serving notice upon the defaulting shareholder by registered letter requiring him to pay the sums due from him by way of principal and interest, notify him that the company will cause the sale of the shares upon which the calls have not been paid.
If the company has notified its intention to sell shares which have not been paid up, the numbers of such shares shall, if no action has been taken within eight days following the notification, be published in the form of a notice appearing in a publication which carries legal notices in the place at which the company has its seat. Fifteen days after such publication, which shall prevent the transfer of such shares, the Board of Directors, which shall have all the necessary powers therefor, shall be entitled, without serving any other notice or observing any other formality, to cause the shares in respect of which the owners have not fulfilled their obligations to be sold as shares on which the calls made have been paid. Such shares may be sold in one block or singly, in several lots, for the account and at the risk of the persons in arrears, by auction through the agency of a notary at a price fixed by the company and reducible without limit. Only holders of Class B shares shall be permitted to bid if the shares can be sold at a price which ensures that the company will receive the whole of the sums due from the defaulting shareholder. If no bid reaches that figure, bidding shall be open to persons who are not members of the company, provided they are nationals of foreign countries signatories of the Euratom Treaty. Certificates of Class B shares thus sold shall automatically become void and new certificates bearing the same share numbers shall be issued to the purchasers. The net proceeds of sale shall be received by the company in full and shall be applied in accordance with the law in payment of what is owed to the company by way of principal and interest by the defaulting shareholder, who shall be liable for any deficiency or entitled to any surplus.
The company may also take personal action against the shareholder and his sureties either before, after or during the sale.
Such action for payment shall lie only in the case of Class A shares.
Where shares which have not been fully paid up by their owners within the appointed time are sold at the request of the company, the principle laid down in Ordonnance No 58-1137 of 28 November 1958 and reproduced in Article 7 of these Statutes shall not be infringed.