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

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TITLE VGeneral meetings

SECTION IProvisions applicable to both ordinary and extraordinary general meetings

Article 29 Convening of general meetings

The shareholders shall each year be convened by the Board of Directors to a general meeting which shall be held not later than six months after the end of the financial year at a place, date and hour of meeting stated in the notice.

An extraordinary general meeting may be convened either by the Board of Directors or, in urgent cases, by the Auditors. The Board shall, in cases other than those provided for in Article 41, convene a general meeting within one month upon requisition by shareholders representing not less than one-quarter of the capital.

Subject to the provisions of Article 41 concerning an extraordinary general meeting at the first session of which a quorum is not present, general meetings shall be convened at not less than fifteen days' prior notice either by publication in the form of a notice appearing in a publication which carries legal notices in the place at which the company has its seat or by registered letter addressed to each of the shareholders. This period may be reduced to eight days in cases where an ordinary meeting is convened extraordinarily or a second notice is given.

The notice shall state briefly the object of the meeting.

Article 30 Conditions of admission

Persons who have held shares for not less than five days before the date of a meeting may, without any preliminary formalities, attend that meeting or appoint a proxy to represent them thereat.

No person may represent a shareholder at a meeting unless he is himself a member of the meeting or the lawful representative of a member thereof. The legal owner shall be validly represented by the holder of a beneficial life interest.

A company or firm may validly be represented by its manager or one of its managers, its président-directeur général or his deputy, or any agent specially appointed for the purpose who need not personally be a shareholder of this company.

The power of attorney shall be determined by the Board of Directors.

Article 31 Composition

The general meeting (ordinary or extraordinary) shall comprise all the shareholders, irrespective of the number of shares they hold, provided the amounts due thereon have been paid in full.

Article 32 Voting power

At all general meetings (ordinary or extraordinary), the voting right attached to the shares shall be subject only to the restriction specified in Article 27 of the Law of 24 July 1867 and shall be proportionate to the share of capital that they represent respectively, each share carrying not less than one vote.

Article 33 Officers of the Meeting

The Chairman of the Board of Directors shall preside at the meeting or, in his absence, the Vice-Chairman of that Board, and in the absence of the Vice-Chairman also, a Director designated for that purpose by the Board.

The duties of scrutineer shall be performed by the two shareholders present and willing who represent, whether in person or by proxy, the greatest number of shares.

The officers shall appoint the Secretary, who need not be a shareholder.

A list of persons present shall be prepared, stating the names and fixed addresses of the shareholders present in person or by proxy and the number of shares owned by each of them. It shall be duly signed by the shareholders present and by the agents of shareholders who have appointed proxies, certified by the officers and lodged at the seat of the company, where it may be consulted by any person so requesting.

Article 34 Agenda

The agenda shall be drawn up by the Board of Directors if the meeting is convened by the Board, and by the Auditors if the meeting is called by the Auditors.

It shall contain only proposals from the Board or the Auditors and proposals which come within the competence of the general meeting and have been forwarded to the Board at least six days before the date of the notice convening the meeting and bear the signatures of members of the meeting representing not less than one-quarter of the capital.

No items other than those on the agenda shall be considered.

Article 35 Minutes

Proceedings of the general meeting shall be recorded in minutes, which shall be kept in a special minute-book and signed by all or at least a majority of the officers.

Copies or extracts of such minutes for production in a court of law or elsewhere shall be certified by a Director.

After dissolution and during the winding up of the Company, such copies or extracts shall be signed by the liquidator or one of the liquidators.

Article 36 Effect of resolutions

A general meeting duly constituted shall represent the entire body of shareholders. It may be an ordinary or an extraordinary general meeting provided it fulfils the necessary conditions.

Resolutions passed by a general meeting in accordance with the law and these Statutes shall be binding upon all shareholders, including absent or dissenting shareholders.

SECTION IIOrdinary general meetings

Article 37 Quorum

An ordinary general meeting (whether annual or convened extraordinarily) shall be validly held only if the number of shareholders comprising it represents not less than one-quarter of the capital. This quorum shall be calculated by reference to the total shares forming the capital, less those in respect of which, pursuant to any law or regulation, there is no right of vote.

If the quorum of one-quarter is not attained, the general meeting shall be convened afresh in the manner provided in Article 29.

The proceedings at the second general meeting shall be valid irrespective of the number of shares represented, but resolutions passed thereat shall relate only to items on the agenda for the first meeting.

Article 38 Majority

Resolutions of an ordinary general meeting shall be passed by a majority of the votes of members present in person or by proxy, the number of votes to which each member is entitled being calculated as specified in Article 32.

Abstentions shall not be counted in the vote.

Article 39 Powers

The ordinary general meeting (whether annual or convened extraordinarily) shall hear the report of the Board of Directors on the business of the company and also the reports of the Auditor or Auditors.

It shall:

  • discuss and approve or rectify the accounts, and fix the dividend to be distributed;

  • appoint the Directors and Auditors;

  • fix, where appropriate, the allowance which may be received by the Board of Directors by way of attendance fees and the allowances to be paid to the Auditors;

  • take decisions on any other proposals on the agenda which are not within the competence of an extraordinary general meeting; and

  • confer on the Board of Directors the necessary authority to deal with cases in respect of which the powers conferred upon the Board may be inadequate, and in particular authorise the contracting of loans by the issue of bonds or debentures, whether secured by mortgage or not.

The resolution approving the balance sheet and accounts shall not be passed until after the reports of the Auditor or Auditors have been heard. Otherwise it shall be invalid.

SECTION IIIExtraordinary general meetings

Article 40 Majority

Resolutions of an extraordinary general meeting shall be passed by a majority of two-thirds of the members present in person or by proxy, the number of votes to which each member is entitled being calculated as specified in Article 32, the conditions as to quorum being contained in Article 41.

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.

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