Shareholders are invited to modify articles 12 and 13 of the Company’s articles of association in order to enable the Board of Directors to derogate, in exceptional circumstances, from the age limit for the Chief Executive Officer (65 years old) if the Chief Executive Officer also assumes the role of Chairman. Accordingly, in an emergency situation, as part of the provisional governance measures which may be implemented by the Board pursuant to which the Chairman of the Board of Directors might, for a limited period of time, also have to assume the role of Chief Executive Officer, the age limit for the Chairman of the Board (70 or 72 years old in exceptional circumstances), would also apply to the Chairman assuming the functions of Chief Executive Officer.
(Amendment of article 12 (Organization and management of the Board of Directors) and of article 13 (General Management) of the articles of association concerning the modification of the age limit provided in the articles of association for the Chief Executive Officer in an emergency situation)
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 modify articles 12 (Organization and management of the Board of Directors) and 13 (General Management) of the articles of association in order to enable the Board, in exceptional circumstances, to decide that the age limit for the Chairman of the Board (70 or 72 years old, in exceptional circumstances), also applies to the Chairman if he assumes, on a temporary basis, the role of Chief Executive Officer, as an exception to the age limit for the Chief Executive Officer (65 years old).
The 5th paragraph of article 12 of the articles of association will now be worded as follows:
| Old wording | New wording |
|---|---|
| Old wording
If the Chairman of the Board of Directors also assumes the role of Chief Executive Officer, the applicable age limit is that applicable to the Chief Executive Officer. |
New wording
If the Chairman of the Board of Directors also assumes the role of Chief Executive Officer, the applicable age limit is that applicable to the Chief Executive Officer (other than in exceptional circumstances, if the Board decides at its discretion to apply, on a temporary basis, the age limit for the Chairman referred to in the preceding paragraph). |
The other paragraphs of article 12 shall remain unchanged.
The 6th paragraph of article 13 of the articles of association, relating to the Chief Executive Officer, will now be worded as follows:
| Old wording | New wording |
|---|---|
| Old wording
Chief Executive Officer If the Company’s Chief Executive Officer is assumed by the Chairman of the Board of Directors, the following provisions relating to the Chief Executive Officer are applicable. |
New wording
Chief Executive Officer If the Company’s Chief Executive Officer is assumed by the Chairman of the Board of Directors, the following provisions relating to the Chief Executive Officer are applicable (apart from the situation referred to in article 12 paragraph 5). |
The other paragraphs of article 13 shall remain unchanged.
