(Amendment of article 11 of the articles of association (Composition of the Board of Directors) relating to the time limit for the acquisition of the Company’s shares by the Directors)
The Shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to amend the provisions of article 11 (Composition of the Board of Directors) of the Company’s articles of association in order to provide that the rectification period relating to the owning by Directors of 500 Company shares is the one determined by the regulations in force.
The 4th paragraph of article 11 of the articles of association will now be worded as follows:
| Old wording | New wording |
|---|---|
| Old wording
Each Director must own at least 500 registered shares in the Company during the term of his functions. If, on the date of his appointment, a Director does not own the required number of shares or if, during his term, he ceases to own them, he is deemed to have resigned with immediate effect if he has not rectified the situation within a period of three months. |
New wording
Each Director must own at least 500 registered shares in the Company during the term of his functions. If, on the date of his appointment, a Director does not own the required number of shares or if, during his term, he ceases to own them, he is deemed to have resigned with immediate effect if he has not rectified the situation within the time limit stipulated in the regulations in force. |
The other paragraphs of article 11 shall remain unchanged.
It is proposed to the General Meeting, pursuant to article L. 225-37, paragraph 3, of the French Commercial Code, as amended by Law n° 2019-744 of July 19, 2019, that an option be introduced into the articles of association allowing members of the Board of Directors to take certain decisions by written consultation, i.e. without holding a Board meeting.
Article 14 of the Company’s articles of association, “Board of Directors' meetings and deliberations”, would consequently be amended.
This new possibility is intended to further increase the responsiveness of the Board of Directors, which would benefit from this added flexibility in decision-making under the specific powers of the Board of Directors that are set out in limited form by the regulations.
As of the date of this General Meeting, the decisions covered by the regulations are the provisional appointments of Directors (in particular in the event of death or resignation), the authorizations of sureties, endorsements and guarantees given by the Company, the use of any delegation granted by the General Meeting to bring the articles of association in line with the legislative and regulatory provisions, the invitation to the General Meeting, and the transfer of the Head Office within the same département.
(Amendment of article 14 of the articles of association (Board of Directors' meetings and deliberations) to allow the Board of Directors to take decisions by written consultation)
The Shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to amend the provisions of article 14 (Board of Directors' meetings and deliberations) of the Company’s articles of association in order to introduce the option for the Board of Directors to make certain decisions within its specific powers by written consultation, pursuant to article L. 225-37, paragraph 3, of the French Commercial Code.
A paragraph is added to the end of article 14 of the articles of association, with the following wording:
The Board of Directors may make certain decisions by written consultation of the Directors, under the conditions set forth in the regulations in force.
