CEGEREAL SA. A French société anonyme with a board of directors. And EUR 66,862,500 in share capital

Transcription

1 CEGEREAL SA A French société anonyme with a board of directors And EUR 66,862,500 in share capital Registered office: 42 rue de Bassano, Paris, France Paris Companies & Commercial Registry no ARTICLES OF ASSOCIATION (as adopted by the shareholders meeting held on 20 April 2017)

2 ARTICLE 1. FORM SECTION I FORM / CORPORATE PURPOSE / CORPORATE NAME / REGISTERED OFFICE / TERM CEGEREAL S.A. (the Company ) was incorporated under the name of COMMERZ GRUNDBESITZ FRANCE EURL with the corporate form of a société à responsabilité limitée unipersonnelle (i.e., sole shareholder limited-liability company) on 22 April 1999, in the terms of a private deed. In the terms of the minutes of the deliberations of the 31 December 2005 extraordinary general meeting, it was then transformed into a société anonyme à conseil d administration (i.e., corporation with a board of directors) and its corporate name was changed to SOPREAL. Subsequent to a decision made by the 20 February 2006 general meeting, that corporate name was once again changed to become CeGeRE- AL. The company continues to exist among the owners of the shares composing its share capital and any others that could become shareholders at a later date. It is governed by the legislative and regulatory provisions in force, the internal rules and regulations adopted by the board of directors and these articles of association. ARTICLE 2. CORPORATE PURPOSE The company s corporate purpose, both in France and abroad, is: 1. the acquisition, by any means, particularly via purchases, exchanges or contributions in kind, of any land, real estate rights or real estate, whether or not already built upon, as well as any assets and rights that may be accessory or attached to said real estate assets; 2. the construction of buildings and any operations directly or indirectly relating to the construction of buildings; 3. the operation and exploitation, mainly by renting, of real estate assets; 4. the alienation or sale of any real estate assets; All of which may be done directly or indirectly, either alone, in association, participation, grouping or company or with any other persons or companies; 5. the holding of ownership interests in the persons referred to in Article 8 and in paragraphs 1,2 and 3 of Article 206 of the French General Tax Code, whose main purpose is to operate a portfolio of rental properties; 6. the acquisition of ownership interests in any companies whose main purpose is to operate a portfolio of rental properties; 7. the assistance in and supply of any administrative, technical, legal, accounting, financial and management services to all of the Company s subsidiaries and to companies in which the Company holds an ownership interest; - 2 -

3 And, more generally, any operations of any kind whatsoever, whether financial, commercial, industrial or relating to moveable or immoveable property, that is directly or indirectly to the Company s purpose as described above or to any similar or related purposes that may facilitate the achievement thereof or favor the extension or development thereof in any form whatsoever. ARTICLE 3. CORPORATE NAME The Company's corporate name is: CEGEREAL SA. In all deeds and documents of the Company for the use of third parties, the words "société anonyme" or the acronym "S.A." and the amount of the share capital will always appear immediately before or after the corporate name. ARTICLE 4. REGISTERED OFFICE The registered office is located at 42 rue de Bassano, Paris. It may be transferred to any other place in accordance with the law. ARTICLE 5. TERM The Company will have a term of ninety-nine (99) years from the day of its registration with the companies and commercial registry, unless it is liquidated or its term extended. SECTION II CONTRIBUTIONS / SHARE CAPITAL / SHARES ARTICLE 6. CONTRIBUTIONS Further to a decision of the sole shareholder of the Company under its former legal form of a société à responsabilité limitée made on 23 June 1999, the share capital was increased by an amount of FF 649,950,000, in cash, resulting in a total share capital of FF 650,000,000. Further to a decision of the sole shareholder of the Company under its former legal form of a société à responsabilité limitée made on 27 September 2001, the nominal value of the shares making up the share capital was converted into euros ; the share capital was then increased by a total amount of EUR 33, (representing FRF 217,376.25) by increasing of the amount of the nominal value of the shares, such value being thus increased from EUR to EUR 15.25, the share capital being itself increased to EUR 99,125,000. Further to a decision of the sole shareholder made on 28 November 2005, the share capital was reduced by a total amount of EUR 21,125,000 by reducing the nominal value of the shares, such nominal value being thus reduced from EUR to EUR No creditors objected to the reduction in share capital that is not motivated by losses within the 30-day period provided therefor following the 30 November 2005 publication of the decision to reduce the capital

4 On 31 December 2005, the share capital of the Company under its previous corporate form of société à responsabilité limitée was increased by an amount of EUR 82,470,000, by issue of 6,872,500 new shares with a nominal value of EUR 12.00, 100% of these shares being attributed to the sole shareholder further to the mergers carried out between the Company and both CG-ARCS-DE-SEINE EURL and COMMERZ GRUNDBESITZ France (II) EURL. On 31 December 2005, pursuant to the above mentioned mergers, the sole shareholder transferred one share to each of the following individuals and legal entities: Messrs. Richard Wrigley, Detlev Dietz, Frank Porschke, Leo Lousbers, Martin Weinbrenner, Ralf Schwarzer, Axel Portz and Klaus Waldherr and COMMERZ GRUNDBESITZGESELL- SCHAFT mbh, and CAISSE CENTRALE DE RÉESCOMPTE. Pursuant to a deliberation of the Extraordinary Shareholders Meeting of 18 February 2016 and by virtue of a decision of the Board of Directors of 25 October 2016, it was decided to decrease the share capital by an amount of 93,607,500 by reducing the par value of each of the shares composing the Company s share capital from 12 to 5. The share capital is reduce from 160,470,000 to 66,862,500. ARTICLE 7. SHARE CAPITAL The share capital is set at 66,862,500. It is divided into 13,372,500 shares of 5 each, fully paid up ARTICLE 8. ALTERATION OF SHARE CAPITAL 8.1 Increase in capital: The share capital of the Company may be increased in any of the ways authorized by law. The extraordinary general shareholders' meeting alone will have the power to decide, on the basis of the report submitted by the board of directors containing all the information required by law, an increase in share capital, to be implemented immediately or in the future. It may grant powers to the board in this respect in accordance with the law. 8.2 Reduction in share capital: The extraordinary general shareholders' meeting may also, in the terms and conditions provided by law, authorize or decide upon a reduction of the Company's share capital for any reason and by any means, provided that the reduction does not in any way affect equality between shareholders. The Company may, without reducing its share capital, purchase its own shares, under the conditions and in the limits provided by law. ARTICLE 9. FORM OF THE SHARES The shares are nominative shares or bearer shares, at the shareholder s discretion

5 The Company is authorized to make use, at any time, of the legal provisions in respect of the identification of shareholders and of shares conferring, immediately or in the future, voting rights in general shareholders' meetings in accordance with Articles L and L of the Commercial Code. ARTICLE 10. TRANSFER OF SHARES The shares may be transferred without restriction, unless otherwise provided by the law or regulations. Except for the thresholds provided for in the applicable laws and regulations, any person, acting alone or jointly with other parties, who becomes the holder of, or ceases to hold, directly or indirectly, through one or several companies that it controls as majority shareholder, a number of shares exceeding or equal to 3% of the share capital and/or of voting rights, should inform the Company of the holding of each portion of 2% of the share capital and/or of voting rights up to 33% within five (5) business days as from the crossing of this threshold, by registered letter with acknowledgment of receipt sent to its registered office, indicating the total number of shares or negotiable stocks 1 giving access to the share capital as well as the amount of voting rights it holds, alone or indirectly or jointly with other parties, based on the last number of voting rights published by the Company. In the event of noncompliance with this obligation of information, one or several shareholders holding a portion of share capital or voting rights at least equal to 5% may require that the shares exceeding the portion which should have been disclosed, be deprived from voting rights in all general meetings to be held until the expiration of a two-year period following the date of regularization of this notification. The request is recorded in the minutes of the general shareholders meeting. In the same circumstances, voting rights attached to these shares, which have not been regularly disclosed, cannot be delegated by the defaulting shareholder. In addition to the obligation to inform, there is also the obligation to inform about crossing the thresholds provided for by law, in particular those provided for in Article of the Commercial Code. Shareholders with Levies: Any shareholder other than a natural person that holds and/or comes to hold, either directly or through the intermediary of the entities that it controls in the meaning of Article L of the Commercial Code, 10% of the Company s dividend rights must indicate, by declaring when it has crossed that threshold or subsequent thereto, whether it is a Shareholder with a Levy as defined in Article 27 of the articles of association. In the event that that shareholder declares that it is not a Shareholder with a Levy, it must substantiate that upon any request to do so by the Company and, if the Company so requests, provide the Company with the legal opinion of a internationally renowned tax firm within ten (10) business days before the notification of a payment of dividends at the latest. Any shareholder other than a natural 1 «valeurs mobilières» - 5 -

6 person that has already notified that it has, directly or indirectly, exceeded the threshold of 10% of the dividend rights must notify the Company of any change in its tax status that could cause it to maintain or lose its Shareholder with a Levy capacity as quickly as possible and, in any case, within ten (10) business days before the notification of a payment of dividends at the latest. Failing to make such a declaration in the conditions provided for in the preceding paragraph, any shares exceeding the portion that should have been declared are deprived of voting rights in general meetings wherever, at the occasion of a general meeting, the failure to make such a declaration is acknowledged and where one or several shareholders that, together, hold at least 2% of the capital so request at that general meeting. Forfeitures of voting rights may be applied by any general meetings that are held before the end of the two years following the date on which the declaration was corrected. The shares of any Shareholders with Levies will be registered. ARTICLE 11. RIGHTS AND OBLIGATIONS ATTACHED TO ORDINARY SHARES Shareholders will not be liable for losses exceeding the amount of their contribution to the share capital. Subject to the provisions of the law and of these articles of association, no majority vote may require them to increase their contributions. The rights and obligations attached to an ordinary share will remain so attached, independent of any changes of ownership. Each ordinary share grants, in accordance with the law, entitlement to the exercise and benefit of financial and nonfinancial rights. Each time that it is necessary to hold several shares to exercise any right whatsoever in the event of an exchange, grouping or allocation of securities or as a consequence of an increase or reduction in the share capital, merger or other corporate operation, the holders of isolated securities or fewer securities than the number required may only exercise their rights on the condition that they personally see to the grouping and, possibly, the purchase or sale of the number of shares required, unless the general meeting decides that the rights of fractional shares may be neither negotiated nor transferred and that the corresponding securities will be sold. As the shares may not, with respect to the company, be divided, the company only acknowledges one holder per share. Joint owners are obliged to have themselves represented by only one person vis-à-vis the company. The voting right attached to the shares is proportional to the portion of the share capital represented by these shares and each share grants entitlement at least to one vote. In accordance with the 23 th resolution of the Extraordinary General Meeting dated 15 April 2015, it was decided not to grant double voting rights (as established by the French law n of 29 March 2014) to holders of shares referred to in Article L , paragraph 3 of the French Commercial Code

7 ARTICLE 12. PREFERENCE SHARES During the term of the Company, preference shares may be created, with or without voting right, and with specific rights of any type attached, temporarily or permanently, in accordance with the provisions of the law. ARTICLE 13. OTHER STOCKS During the term of the Company, stocks of any type giving access to the share capital or to the allocation of debts securities 2 may be created in accordance with the provisions of the law. ARTICLE 14. CREATION AND TYPE SECTION III BONDS The Company may issue any type of bonds upon decision or authorization of the general shareholders meeting in the conditions provided for in Article L of the Commercial Code. Bonds are either nominative or to the bearer, at the bondholder s discretion. SECTION IV MANAGEMENT AND GENERAL MANAGEMENT / CONTROL OF THE COM- PANY ARTICLE 15. BOARD OF DIRECTORS 15.1 Structure of the board of directors: The Company will be managed by a board of directors composed of at least three members and no more than eighteen members, subject to the exception provided by law in the event of a merger Term / Dismissal: The directors term of office shall be 4 years, expiring at the end of the ordinary general shareholders meeting having ruled on the accounts of the past fiscal year and held during the year in which the term of office expires. Any departing director shall be re-electable. By exception, terms of office whose initial duration was set at 6 years shall continue until they expire. The directors may be removed at any time by the ordinary general shareholders meeting. 2 «titres de créance» - 7 -

8 15.3 Deliberations of the board of directors: Directors will be convened to meetings of the board by the chairman of the board by any means whatsoever, including verbally. When no meeting of the board of directors has taken place for a period of two months, a minimum of one third of the directors may request the chairman to convene a meeting on a specific agenda. The managing director, when he is not chairman of the board, may also require the chairman to convene a meeting of the board of directors on a specific agenda. The chairman will be bound by all such requests. In the event any such request is not taken into account, the members making the request may themselves convene a meeting of the board of directors, mentioning the agenda of such meeting. Meetings of the board will be held at the registered office of the Company or at any other place specified in the notice convening the meeting. In the event the managing director is not a member of the board, he will be entitled to attend board meetings ex officio. Meetings of the board may be held by means of videoconference or any telecommunication system enabling the identification of the directors, provided that the technology used permits directors to effectively participate in the meeting and a broadcast of debates and deliberations in real time in the framework of the legal provisions in force. Deliberations in relation to the approval of resolutions referred to in Paragraph 3 of Article L of the Commercial Code may not, however, take place by means of videoconference. Resolutions will be passed with the quorum and majority provided by law Authority of the board of directors: The board of directors is vested with the powers defined in and performs its duties in accordance with Article L of the Commercial Code, the internal rules and regulations adopted by the board of directors and these articles of associations. ARTICLE 16. CHAIRMAN OF THE BOARD OF DIRECTORS The board of directors will elect from amongst its members a chairman, who must be an individual, and determine his/her remuneration where applicable. The chairman of the board will be appointed for a term of office, which may not be longer than his/her term of office as director. He may be reelected. The board of directors may dismiss him at any time; any provision to the contrary will be void. The chairman s functions shall come to an end at the close of the fiscal year during which he reaches the age of 70. The chairman is vested with the powers defined in and performs his/her duties in accordance with Article L of the Commercial Code

9 When the chairman is not the managing director, the latter and/or the delegate managing director(s) assist the chairman in collecting the necessary information in order to carry out his/her duties. If it sees fit, the Board may appoint one or more vice-chairmen whose duties shall solely consist, in the absence of the chairman, of chairing the board meetings and general meetings. In the absence of the chairman and vice-chairmen, the Board shall appoint one of the directors in attendance to chair the meeting. The Board may, at each meeting, appoint a secretary, who need not be a shareholder. ARTICLE 17. GENERAL MANAGEMENT 17.1 General management structure: The general management of the Company may be carried out either by the chairman, or by an individual appointed as managing director by the board of directors. The board of directors will opt for either one of these modes of general management, and notify this option to the shareholders and third parties in the terms provided by applicable regulations. This decision will be approved by the majority of directors in attendance either in person or by proxy. The board of directors will decide on the term of this option. The decision of the board will remain valid until otherwise decided Managing director: When the chairman of the board is responsible for the general management of the Company, the following provisions also apply to him (except for provisions relating to his/her indemnification in the event of dismissal). When opting for the separation of duties of chairman and managing director, the board of directors will appoint the managing director, who does not need to be a member of the board, determine his/her term of office, remuneration, and where applicable, limitations to his/her powers. The managing director is vested with the powers defined in and perform his/her duties in accordance with Article L of the Commercial Code, the internal rules and regulations adopted by the board of directors and these articles of association. The board of directors may dismiss the managing director at any time. Dismissal may entitle the managing director to an indemnity if not duly justified, except when the managing director is also chairman of the board

10 17.3 Delegate managing director: Upon proposal of the managing director, the board of directors appoints one or several individuals as delegate managing directors, in charge of assisting the managing director in his/her duties. In accordance with the managing director, the board of directors determines the scope of the powers granted to the delegate managing directors, their remuneration and term of office. In relation to third parties, the delegate managing directors are vested with the same powers as the managing director. They are subject to the same obligations as the managing director, in particular those referred to Article 17.2 above. In the event the managing director no longer carries out his/her duties or becomes unable to do so, the delegate managing directors will remain in duty until the appointment of a new managing director, unless the board of directors decides otherwise. The board of directors may dismiss a delegate managing director at any time, at the proposal of the managing director. This dismissal may entitle the delegate managing director to an indemnity if not duly justified Limitations upon the managing director s and delegate managing directors powers: The managing director is vested with the powers defined in, and performs his/her duties in accordance with, Article L of the Commercial Code and by the present articles of association. ARTICLE 18. COMMITTEES The board of directors may decide to create committees for which it will set forth the composition and the attributions. The purpose of such attributions may not be to confer on a committee the powers attributed to the board of directors by the law, the internal rules and regulations adopted by the board of directors or the articles of association; nor may such attributions have the effect of reducing or limiting the president s, managing director s or delegate managing directors powers. ARTICLE 19. CENSORS The ordinary shareholders' meeting may elect, whether from among the shareholders or not, one or several individuals as censors in charge of giving advice or making suggestions to the Company's bodies and assisting the board of directors with the determination of the Company s strategy. Censors may be members of the committees. Censors will be appointed for a term of office of three years. Their office will terminate following the ordinary shareholders' meeting that will approve the accounts relating to the financial year when the censors' term of office will expire

11 Censors may be reelected. They may be dismissed at any time upon decision of the ordinary shareholders' meeting. In the event a censor no longer carries out his/her duties or becomes unable to do so, the board of directors may elect an interim censor. Such election will then need to be approved by the next ordinary general shareholders' meeting. The ordinary general shareholders' meeting may decide to grant the censors compensation. They will have access to the same information as any director on the board. They may be convened to the board of directors meetings but may not vote. ARTICLE 20. COMPENSTATION / BANS / RESPONSIBILITIES An allowance may be allocated to the board of directors as directors fees; the amount of said allocation will be set by the general meeting and maintained until a decision to the contrary is issued. The board of directors decides upon the distribution of said allowance in the proportion that it deems suitable. The terms of the employee representatives are not paid. The directors do not, owing to their offices and management responsibilities, contract any obligations or responsibilities other than those provided for by the legislation in force. ARTICLE 21. AGREEMENTS BETWEEN THE COMPANY AND A DIRECTOR OR THE MANAGING DIRECTOR OR ONE OF ITS DELEGATE MANAGING DIRECTORS OR A SHAREHOLDER Any agreements entered into, whether directly or through an intermediary, between the Company and its managing director, one of its delegate managing directors, one of its directors, one of its shareholders holding more than 10% of the voting rights or, if the shareholder is a company, the company controlling it in the meaning of Article L of the Commercial Code must be submitted to the board of directors for prior approval. The same applies to agreements in which one of the parties referred to above is indirectly involved. Those agreements entered into by the Company and another enterprise, if the managing director, one of the delegate managing directors or one of the company s directors is said enterprise s owner, indefinitely liable partner, manager, director, supervisory board member or, generally, a corporate manager therein, are also subject to prior approval. The same applies to the undertakings, corresponding to elements of compensation, indemnities or benefits due or that could be due owing to the ceasing of or a change in duties or subsequent thereto, that the company itself or any other company controlled thereby or that controls it in the meaning of II and III of Article L of the Commercial Code has made in favor of their presidents, managing directors or delegate managing directors

12 The same also applies, in the event that a person who is bound to the Company, or any other company that it controls or that controls it in the meaning of II and III of Article L of the Commercial Code, by an employment contract containing, where applicable, elements of compensation, indemnities or benefits due or that could be due owing to the ceasing of or a change in his/her duties or subsequent thereto is appointed to the office of president, managing director or delegate managing director. Such agreements are authorized in the conditions provided for by law and, where applicable, the internal rules and regulations adopted by the board of directors. Such agreements are disclosed in the conditions provided for by law and, where applicable, the internal rules and regulations adopted by the board of directors. ARTICLE 22. STATUTORY AUDITORS The Company will be audited by one or more main statutory auditors and alternate statutory auditors, acting in accordance with the law. Two alternate statutory auditors are appointed to replace the main statutory auditors in the event that they refuse, are hindered, resign or die. ARTICLE 23. MEETINGS SECTION V GENERAL SHAREHOLDERS' MEETINGS General shareholders' meetings will be convened and held under the quorum and majority rules provided by law. Meetings will be held at the Company s registered office or at any other place specified in the notice convening the meeting. Any shareholder is entitled to attend the general meetings and participate in the deliberations either personally or by proxy by merely justifying his/her identity and the ownership of his/her shares, under the condition that: - for holders of registered shares, the shareholder s shares are registered in his/her name in the personal accounts kept by the company, - for holders of bearer shares, the shareholder s shares are registered in the bearer share accounts kept by the authorized intermediary and certified by a shareholding attestation. Such formalities must be accomplished by midnight, Paris time, on the third day prior to the general meeting at the latest. The board of directors may reduce this time limit by way of a general measure taken for the benefit of all shareholders. Any shareholder may vote prior to the meeting by way of a postal vote or by electronic means, in accordance with the law and regulations in force

13 Shareholders may, in accordance with the law and regulations, send their proxy form or postal voting form for any shareholders' meeting either in hard copy or by electronic means as decided by the board of directors and indicated on the notice convening the meeting, in accordance with regulations in force. For the purposes of calculating quorum and majority, shareholders attending the meeting by means of videoconference, or by other means of telecommunication that enable them to be identified, will be deemed to be in attendance, in accordance with the law and regulations. The meeting is chaired by the chairman of the board of directors or, in his/her absence, by a vice-chairman or by the director provisionally delegated to the position of chairman. Otherwise, it elects its chairman itself.. An attendance sheet is established in accordance with the law. Copies of, or extracts from, the minutes of the meetings will be duly certified by the chairman or by the managing director if he is a member of the board of directors, or by the secretary to the meeting. ARTICLE 24. POWERS OF SHAREHOLDERS' MEETINGS Except as otherwise provided by the law, the ordinary shareholders' meeting has the powers to vote upon all resolutions that do not involve an amendment to the articles of association of the Company, while the extraordinary shareholders' meeting alone has the authority to amend any provision of the articles of association, being specified however that it may not increase shareholders' contributions without their unanimous approval. ARTICLE 25. FINANCIAL YEAR SECTION VI MISCELLANEOUS PROVISIONS The financial year will begin on 1 January and end on 31 December. ARTICLE 26. ANNUAL FINANCIAL STATEMENTS The Company will keep accounting documents in accordance with the law and common business practice. At the end of each financial year, the board of directors will draw up the inventory of assets and liabilities and the annual accounts, in accordance with the provisions of Section II of Chapter III of Part II of the first book of the Commercial Code, and a management report containing the information required by law. Within six months from the end of the financial year, the annual accounts will be submitted to the shareholders for approval further to the report of the statutory auditor(s). Information on the accounts will be provided in accordance with the law, regulations in force, the internal rules and regulations adopted by the board of directors and the present articles of association. In addition, at the shareholders request, the Company submits

14 monthly statements of accounts to the requesting shareholder and has such statements of account annually audited on the basis of its annual accounts certified by an auditor. ARTICLE 27. ALLOCATION OF PROFIT / LOSS AND DISTRIBUTION OF PROFITS The profits of the financial year, less any previous losses and the allocation to the legal reserve, plus any profits carried forward, make up the distributable profits. Apart from such distributable profit, the general ordinary shareholders' meeting may decide, in accordance with the law, to distribute amounts from available reserves. After approval of the annual financial statements and after determination of the existence of distributable amounts, the ordinary shareholders' meeting will decide the amount of profit to be distributed to shareholders as dividends. Once the Company has opted for the tax regime referred to in Article 208 C of the General Tax Code, the amount of the distributable profit will be determined in compliance with the provisions of the second, third and fourth paragraphs of Article 208 C II of said Code so as to allow the Company to benefit from the provisions referred to in aforementioned Article 208 C II. The general meeting may decide to have the shareholders choose between a payment in cash or in shares, for all or part of the shares granting entitlement to the payment of dividends in the relevant applicable legal provisions. Interim dividends may also be distributed prior to the approval of the accounts of a given financial year, in accordance with the law. An option between payment in cash or in shares may be given to the shareholders for all or part of the distributable interim dividends. Any shareholder other than a natural person: (i) (ii) directly or indirectly holding, at the time of a notification of the payment of dividends, reserves, premiums or deemed distributed income in the meaning of the General Tax Code, at least 10% of the Company s dividend rights, and of which its own situation or that of its shareholders holding, with respect to a notification of the payment of dividends, reserves, premiums or deemed distributed income in the meaning of the General Tax Code, at least 10% of the Company s dividend rights makes the Company liable to the 20% levy referred to in Article 208 C II ter of the General Tax Code (the Levy ) (such a shareholders is referred to herein as a Shareholder with a Levy ), will, at the time of any payments of dividends, reserves, premiums or deemed distributed income in the meaning of the General Tax Code, owe the Company a sum of which the amount will be determined in such a way as to fully neutralize the expense of the Levy owed by the Company with respect to that distribution

15 In the event of a multiplicity of Shareholders with Levies, each Shareholder with a Levy will owe the Company the portion of the Levy generated by its direct or indirect shareholding. The Shareholder with a Levy capacity is appraised at the date on which the dividend payment is notified. Subject to the information provided in compliance with Article 10 of the articles of association, any shareholder other than a natural person that holds or comes to hold, directly or indirectly, at least 10% of the Company s dividend rights will be presumed to be a Shareholder with a Levy. The amount of any debt owed by a Shareholder with a Levy will be calculated in such a manner that the Company is, after the payment thereof and in view of any taxation that may be applicable thereto for that reason, in the same situation as if the Levy had not become due. Payments of dividends to a Shareholder with a Levy will be carried out by means of recordings in that shareholder s individual current account (but such sums will not produce interest); reimbursements of current accounts will take place within five (5) business days from such recordings once, pursuant to the provisions provided for above, the sums owed by the Shareholder with a Levy have been offset. The general meeting will be able to grant each shareholder, for all or part of the dividends or any interim dividends of which the payment has been notified, an option between the payment of the dividend or interim dividend in cash or in shares. In the event that a Shareholder with a Levy opts to receive the payment of its dividends in shares, it will receive a part thereof in shares (but no fractional shares will be created) and the other part in cash (which will be recorded in the individual current account), in such a manner that the offset mechanism described above may be applied with respect to the portion of the distribution paid via the recording in the individual current account. In the event that a distribution is made at the occasion of a public share exchange offer, the Company will issue the shares intended for the Shareholder with a Levy for its participation in the public share exchange offer only once all the sums that the Shareholder with a Levy owes pursuant to the provision provided for above have been fully paid in cash. In the event that: (i) ii) it is, after the Company s distribution of dividends, reserves, premiums or deemed distributed income in the meaning of the General Tax Code, disclosed that a shareholder was a Shareholder with a Levy at the date on which the payment of such sums was notified, and/or the Company should have made the appropriate reduction from the sums that it paid to that shareholder, the Shareholder with a Levy will be bound to pay the Company not only the sum that it owed the Company pursuant to the provisions of this article, but also an amount equal to any late-payment interest owed to the Company as a consequence of the late payment of the Levy

16 Where applicable, the Company will be entitled to offset the amount of its claim against any and all payments that could be made to the Shareholder with a Levy at later dates. ARTICLE 28. DISSOLUTION / LIQUIDATION OF THE COMPANY On expiration of the Company s term or in the event of its early dissolution, the general shareholders' meeting will decide upon the type of dissolution, appoint one or more liquidators who will carry out their duties in accordance with the law, and will determine their powers. ARTICLE 29. DISPUTES Any disputes in relation to the business of the Company, as well as between the shareholders and the Company, or between the shareholders and the chairman of the board of directors, the managing director and the delegate managing directors, will be settled in accordance with the law and subject to the jurisdiction of the relevant courts