Translated from french E R A M E T A limited company operating under French law (Société Anonyme) with capital of 78,522,079.20. Registered offices: Tour Maine-Montparnasse 33 avenue du Maine - 75755 Paris Cedex 15 - France Trade registry number: 632 045 381 RCS Paris ORDINARY & EXTRAORDINARY SHAREHOLDERS GENERAL MEETING OF MAY 11 th, 2005 TEXT OF RESOLUTIONS FALLING WITHIN THE SCOPE OF THE ORDINARY SHAREHOLDERS GENERAL MEETING FIRST RESOLUTION (Annual financial statements 2004) The Shareholders Meeting, after hearing the Board of Directors report and the Auditors report on the financial statements for the financial year ending December 31 st, 2004, approves, as presented, the financial statements for said year, as well as the transactions evidenced by such financial statements and summarised in such reports. SECOND RESOLUTION (Consolidated financial statements 2004) The Shareholders Meeting, after hearing the Board of Directors report and the Auditors report on the consolidated financial statements for the financial year ending December 31 st, 2004, approves, as presented, the consolidated financial statements for said year, as well as the transactions evidenced by such financial statements and summarised in such reports.
THIRD RESOLUTION (Regulated agreements) The Shareholders Meeting, after hearing the special report drawn up by the Auditors on the agreements provided for in articles L225-86 et seq. of the French Code of Commerce, approves such report and the transactions to which it refers. FOURTH RESOLUTION (Corrective French finance law for 2004 Transfer to an ordinary reserves account of the sums recorded in the special reserve for long-term capital gains) In accordance with the provisions of the Corrective French finance law for 2004, the Shareholders Meeting resolves that the sums recorded in the special reserve for long-term capital gains in the balance sheet for the financial year ending December 31 st, 2004, which total 54,888,312.94, shall be transferred to an ordinary reserves account, after deduction of the exceptional tax of 2.5% that is applicable after an allowance of 500,000, resulting in an actual transfer of 53,528,605.12. FIFTH RESOLUTION (Allocation of earnings and determining of dividend) The Shareholders Meeting approves the allocation of earnings as proposed by the Board of Directors: Net income for the financial year just ended is... EUR 154 346 959.97 Plus retained earnings as on December 31 st, 2004*...EUR 52 521 643.18 The Shareholders Meeting resolves to allocate: To the legal reserve:... EUR 212 554.80 Leaving the remainder:... EUR 206 656 048.35 The Shareholders Meeting resolves to distribute an amount of 2 per share, i.e. for the 25,744,944 shares that make up the share capital on the date of the Meeting, the amount of... EUR 51 489 888.00 Leaving retained earnings of:... EUR 155 166 160.35 (* retained earnings as on 31/12/2004 include EUR 415 600.16 corresponding to the amount of the dividend approved but not paid with respect to the shares held by Eramet in itself as on the date of the Meeting of 12/05/2004). The dividend will be paid from June 15 th, 2005. 2
If, at the time of payment of the dividend, new shares have been created as a result of the exercise of share subscription options by employee beneficiaries, the amount of the dividend corresponding to those shares shall be automatically deducted from retained earnings. The Shareholders Meeting, acting as an Ordinary Shareholders General Meeting, notes that the dividends paid per share with respect to the financial year just ended and to the previous three financial years, were as follows: Number of remunerated shares Net dividend 2001 2002 2003 2004 24 723 360 25 048 043 25 577 574 25 744 944 EUR 1.14 EUR 1.00 EUR 0.86 EUR 2.00 EUR 0.57 (**) EUR 0.50 (**) EUR 0.43 (**) (***) Tax credit EUR 1.71 EUR 1.50 EUR 1.26 EUR 2.00 Total remuneration (**) on the basis of a 50% tax credit. (***) tax credits discontinued for dividends paid as from January 1 st, 2005. SIXTH RESOLUTION (Attendance fees) The Shareholders Meeting, in accordance with the provisions of the by-laws, sets the maximum amount of attendance fees that may be allocated annually to the Board of Directors at ONE HUNDRED AND EIGHTY THOUSAND EUROS (EUR 180,000). This provision is first applicable to the fees paid during financial year 2005. SEVENTH RESOLUTION (Statutory Auditors) The Shareholders Meeting acknowledges and notes that, because of the merger of Deloitte Touche Tohmatsu (the Company s statutory auditors) into Deloitte Touche Tohmatsu Audit (formerly BDA, the Company s alternate auditors), the office of Statutory Auditors is henceforth held by Deloitte Touche Tohmatsu Audit, which has changed its name to Deloitte & Associés. The Statutory Auditors term of office shall continue until the Shareholders Meeting called to rule on the financial statements for financial 2008 and to be held in 2009, as decided by the Shareholders Meeting of May 21 st, 2003. 3
EIGHTH RESOLUTION (Alternate Auditors) The Shareholders Meeting acknowledges, because of the merger referred to in the previous resolution, the resignation of Deloitte Touche Tohmatsu Audit (henceforth called Deloitte & Associés) from its office as Alternate Auditors and resolves to appoint as its replacement Bureau d Etudes Administratives Sociales et Comptables - BEAS, a firm with registered offices 7-9 Villa Houssay, Neuilly sur Seine (92), France. The term of office of the Alternate Auditors will run until the expiry date of the term of office of the Statutory Auditors, i.e. until the Shareholders Meeting called to rule on the financial statements for financial 2008 and to be held in 2009, as decided by the Shareholders Meeting of May 21 st, 2003. NINTH RESOLUTION (Authorisation to trade in the Company s securities) The Shareholders Meeting, after examining the prospectus submitted to Autorité des Marchés Financiers (AMF) for approval, drawing on the possibility provided by article L 225-209 of the French Code of Commerce, authorises the Board of Directors to have the Company buy its own shares within the limit of 5% of its share capital, in order to: - mediate share prices through an investment services firm under a liquidity contract, in accordance with the AFEI code of conduct recognised by AMF, - keep the shares or provide them in exchange, particularly with respect to external growth operations or the issue of securities giving access to capital, - grant stock options to the employees of the Company or of the companies in which Eramet directly or indirectly holds 50% of share capital, - cancel the shares, subject to the adoption by the Shareholders Meeting of the tenth resolution authorising the reduction of the Company s share capital. Purchases, sales, transfers or exchanges of these shares may be made by any means, including, as the case may be, via derivatives, and the maximum proportion that may be acquired or transferred in the form of a block of shares may be equal to the entirety of the authorised share buyback programme. Payment may be made in any way. The maximum purchase price may not exceed EUR 120 per share and the minimum sale prices may not be less than EUR 25 per share. This authorisation is given for a term that shall end upon the Shareholders Meeting that will rule on the financial statements for financial 2005. On the basis of the number of shares that made up the share capital on February 28 th, 2005, the theoretical maximum investment, assuming a price of EUR 120 per share, would total EUR 154,469,640. 4
For the purposes of carrying out this resolution, full powers are granted to the Board of Directors, which may delegate them, in order to: - place any stock market orders, enter into any agreements, particularly in order to keep the registers of share sales and purchases up to date, - make any declarations with Autorité des Marchés Financiers, - carry out any formalities and, in general, do whatever is necessary. FALLING WITHIN THE SCOPE OF THE EXTRAORDINARY SHAREHOLDERS GENERAL MEETING TENTH RESOLUTION (Authorisation to reduce the share capital by cancelling shares) The Shareholders Meeting, having examined the Auditors report, authorises, on the condition precedent of the adoption by the Shareholders Meeting of the ninth resolution concerning the authorisation to trade in the Company s securities, the Board of Directors, to cancel, on its sole decision and in one or more times, all or part of the shares held by the Company in itself under the authorizations to buy shares in the Company. This authorisation is valid for 24 months as from the date of the present Shareholders General Meeting, within the limit of 5% of the share capital. It replaces any previous delegation. The Shareholders Meeting fully empowers the Board of Directors to settle the outcome of any oppositions, decide on the cancellation of shares, acknowledge the reduction in share capital, charge the difference between the repurchase value of the cancelled shares and their par value to available premiums and reserves, modify the by-laws accordingly and, in general, take any useful measures and carry out any formalities. ELEVENTH RESOLUTION (Capital increase reserved for employees) The Shareholders Meeting, after examining the Board of Directors report and the Auditors special report in accordance with the provisions of articles L 225-129-6 and L 225-138 of the French Code of Commerce and L 443-5 of the French Labour Code, delegates to the Board of Directors, with the possibility of subdelegating, the authority needed to increase the share capital, in one or more times, by a maximum nominal amount of EUR 500,000, by the issue for cash of new shares reserved for the current and former employees of the Company who join a company savings plan or a voluntary employee savings partnership plan. The Meeting resolves to cancel, in favour of such current and former employees, the pre-emptive subscription right of shareholders to the shares to be issued for cash under this resolution and to waive any right to the free shares granted on the basis of this resolution. 5
The present delegation is given for a period of twenty-six months as from the date of this Meeting. The subscription price of the shares shall be determined in accordance with the provisions of article L 443-5 of the French Labour Code. This delegation entails, for the benefit of the above-mentioned employees, the explicit waiver by shareholders of their pre-emptive subscription right to the shares to be issued. TWELFTH RESOLUTION (Share subscription or purchase options) The Shareholders Meeting, having examined the Board of Directors special report and the Auditors special report, authorises, for a period of thirty-eight months as from this date, the Board of Directors to grant, in one or more times, options that give the right to subscribe to new shares in the Company or to buy existing shares in the Company arising from purchases by the Company, for the benefit of employees of the Company and, as the case may be, any companies in which Eramet directly or indirectly holds at least 50% of the share capital, in accordance with the legal provisions in force on the date of the meeting at which the Board of Directors so decides. It is specified that the total number of options liable to be granted pursuant to the present authorisation may not give the right to purchase more than 500,000 (five hundred thousand) shares. The options may be exercised within eight years of the date on which they are granted. The Shareholders Meeting fully empowers the Board of Directors, with the possibility of delegating to its Chairman, in order to, in accordance with the laws and regulations in force, in particular: - determine the purchase price, which shall be at least equal to the minimum value defined by legislation in force, by referring to the average price for the twenty trading days leading up to the date of the decision by the Board of Directors; - set down the other arrangements, in particular the number of shares offered under each option and the duration of such option; - prohibit, if it sees fit, the resale of all or part of the acquired shares during a period that may not be greater than three years as from the date on which the options are granted. 6
THIRTEENTH RESOLUTION (Grant of free shares) The Shareholders Meeting, after examining the Board of Directors report and the Auditors special report, authorises the Board of Directors to make free grants of existing shares or shares to be issued to the corporate officers and certain employees, in accordance with articles L 225-197-1 and L 225-197-2 of the Code of Commerce. The total number of free shares that may be granted under the present authorisation may not be greater than 40,000 shares. Pursuant to the present authorisation, the Board of Directors may grant said free shares: Either to the corporate officers; Or to employees of companies or groups of which the Company directly or indirectly holds at least 50% of the share capital or the voting rights; The shares shall be definitively vested after an acquisition period that is set at a minimum of two years. Furthermore, the beneficiaries may not sell the shares granted to them under this authorisation for a minimum period of two years as from the date of their definitive vesting. The free share grants may consist of existing shares or new shares. In the latter case, the share capital shall be increased accordingly by incorporation of reserves, income or issue premiums. As the decision to grant free shares is incumbent on the Board of Directors, it may determine the identity of the beneficiaries of the share grants, the terms and conditions and, as the case may be, the allocation criteria for the shares. In accordance with legal provisions, following the obligatory holding period, the shares may not be sold: During the ten trading days leading up to and following the date on which the consolidated financial statements or, failing that, the annual financial statements, are made public; During a period beginning on the date on which the Company s corporate bodies learn of any information that, if it were made public, might have significant effect on the price of the Company's shares and ending ten trading days after such information is made public. The Board of Directors may make use of this authorisation in one or more times for a period of thirty-eight months as from the date of this Meeting. FOURTEENTH RESOLUTION (Share capital increase by the issue of shares, various securities and/or stock warrants with pre-emptive subscription right for shareholders) The Shareholders Meeting, after examining the Auditors special report, delegates to the Board of Directors, pursuant to the provisions of article L 225-129-1 of the Code of Commerce, the power to increase, on its sole decision, the share capital by a maximum nominal amount of EUR 7
24,000,000 by the successive or simultaneous issue in one or more times, whether in France or abroad, of securities that give access, immediately or in the future, to a share of the Company s capital, in the form of: a) shares: - either by the issue of new shares to be subscribed in cash or by offsetting debts, with or without issue premium; - or by the capitalisation of issue premiums or reserves that exist on that date, to be carried out by the distribution of free shares or by the increase of the par value of the existing shares; - or by the simultaneous implementation of several of these processes. b) securities other than shares, giving the right, whether directly or indirectly, by conversion, exchange, redemption, submission of a warrant or in any other way to the allocation, at any time or on set dates, to securities representing a share of capital that shall be issued for that purpose. These securities may take the form of convertible bonds, bonds with stock warrants, bonds redeemable as shares, or any other form that is not incompatible with the legal provisions in force. These securities may be issued in euros, in foreign currency or in monetary units defined with reference to several currencies, for a total maximum nominal amount of EUR 24,000,000 euros or the equivalent value to that amount determined on the day of the decision to proceed with the issue of such securities. c) warrants that give their holders the right to subscribe to shares representing a share in the Company s capital, it being specified that the issue of such warrants may take place either by cash subscription or by free allocation and, furthermore, that such warrants may be issued alone or attached, either to shares or to securities described in a) and b) above that are issued simultaneously. The owners of existing shares at the time of the issue for cash of the securities described in a), b) and c) above shall have, on an irreducible basis and in proportion to the number of shares then owned by them, a pre-emptive subscription right to those securities. At the time of each issue, the Board of Directors shall determine the terms, conditions and limits in which shareholders may exercise their irreducible subscription right in compliance with the legal provisions in force. The Board of Directors may institute, for the benefit of shareholders, an reducible subscription right to be exercised in proportion to their rights and within the limit of their request. The Board of Directors may, if the irreducible and, as the case may be, reducible subscriptions have not taken up the entire issue of shares, securities or warrants, restrict the issue, in accordance with legal provisions, to the amount of the subscriptions received (it being specified that, in the event that the Board of Directors decides to issue new ordinary shares pursuant to (a) above, the amount of the subscriptions must be at least equal to 75% of the amount of the capital increase decided on), or freely divide up the securities or warrants that have not been irreducibly or, as the case may be, reducibly subscribed, or offer part or all of them to the public. The Board of Directors may use some or all of the above possibilities in the order of its choice. 8
In the event of the issue of securities giving access to the allocation of securities on submission of a warrant, the Board of Directors is fully empowered to determine the arrangements under which the Company may buy warrants on the stock market, at any time or in set periods, in order to cancel them. The Shareholders Meeting resolves that the amount to be received immediately or liable to be received at a later date by the Company for each of the securities representing a share in capital, whether issued or created by subscription, exchange, exercise of warrants or in any other way pursuant to the authorisations given in (b) and (c) shall be at least equal to the average price for the Company s shares for ten consecutive trading days chosen from the twenty days preceding the day of the start of the issue of the shares, securities or warrants that give access to capital, after, as the case may be, correction of that average to allow for any difference in dated dates. The Shareholders Meeting fully empowers the Board of Directors, with the possibility of subdelegating to its Chairman in the conditions set by law, to implement, in one or more times, the present delegation, particularly in order to determine the issue dates and arrangements, set the prices and interest rates, define the amounts to be issued and the form of the securities to be created, their dated date, even retroactive, their redemption and/or call conditions, make any adjustments required in accordance with legal and regulatory provisions, make the modifications to the by-laws that are made necessary by the use of this delegation and, more generally, take all useful measures and enter into any agreements to correctly perform the planned issues, all in compliance with the laws and regulations in force. The Shareholders Meeting resolves that, in the event of a share capital increase carried out by free share grants, the rights forming odd lots shall not be negotiable and that the corresponding shares shall be sold, and fully empowers the Board of Directors to carry out that sale in the conditions set by legal and regulatory provisions. Furthermore, it authorises the Board of Directors to charge the capital increase expenses to the amount of premiums related to those increases and to withhold from those premiums the sums needed to increase the legal reserve to one-tenth of the new capital after each increase. The present delegation, which renders any prior authorisation null and void, is valid for the period set down by law. FIFTEENTH RESOLUTION capitalisable items) (Incorporation of reserves, income, premiums or other The Shareholders Meeting: 1. Delegates to the Board of Directors the powers needed to increase the share capital in one or more times, in the proportion and the periods that it sees fit, by the incorporation of reserves, income, premiums or other capitalisable items, or jointly with a capital increase in cash carried out under the fourteenth resolution, and in the form of a free share grant or the increase of the par value of existing shares, or by combining the two operations; 9
2. Resolves that the amount of the capital increase liable to be carried out under this delegation may no be greater than EUR 24,000,000; 3. Resolves that the Board of Directors shall have all powers, with the possibility of subdelegating to its Chairman in the conditions set down by law, to implement this delegation, particularly in order to: - determine all the arrangements, terms and conditions for the authorised operations and, in particular, set the amount and nature of the reserves and premiums to be capitalised, set the number of new shares to be issued or the amount by which the par value of the existing shares that make up the share capital shall be increased, set, even retroactively, the dated dates of the new shares or the dates on which the increase in par value shall take effect and, as the case may be, make any charges to the issue premium or premiums, particularly the premium for the expenses incurred in carrying out the issues; - decide, as the case may be, by dispensation to the provisions of article L 225-149 of the Code of Commerce, that the rights forming odd lots shall not be negotiable and that the corresponding shares shall be sold, with the amounts resulting from the sale being allotted to the holders of the rights within 30 days at the latest of the date of record in their account of the whole number of allotted shares; - take all useful measures and enter into any agreements in order to ensure the satisfactory completion of the planned operation or operations and, in general, do whatever is necessary and carry out any acts and formalities in order to make the capital increases that may be carried out under the present delegation definitive and modify the by-laws accordingly. The delegation thus granted to the Directors, which renders any previous authorisation null and void, is valid for the term set down by law. SIXTEENTH RESOLUTION (Share capital increase by the issue of shares, various securities and/or stock warrants with cancellation of the pre-emptive subscription right for shareholders) The shareholders meeting, after examining the auditors special report, delegates to the board of directors, pursuant to the provisions of article L 225-129-1 of the Code of Commerce, the power to increase the share capital by a maximum nominal amount of EUR 24,000,000 by the successive or simultaneous issue in one or more times, whether in France or abroad, of securities that give access, immediately or in the future, to a share of the Company s capital. This delegation may be used under the following terms, conditions and arrangements: I) Issue by the Company, in the form of: a) new shares to be subscribed in cash or by offsetting debts, with or without issue premium; 10
b) securities other than shares, giving the right, whether directly or indirectly, by conversion, exchange, redemption, submission of a warrant or in any other way to the allocation, at any time or on set dates, of securities representing a share of capital that shall be issued for that purpose. These securities may take the form of convertible bonds, bonds with stock warrants, bonds redeemable as shares, or any other form that is not incompatible with the legal provisions in force. These securities may be issued in euros, in foreign currency or in monetary units defined with reference to several currencies, for a total maximum nominal amount of EUR 24,000,000 euros or the equivalent value to that amount determined on the day of the decision to carry out the issue of such securities. c) warrants that give their holders the right to subscribe to shares representing a share in the Company s capital, it being specified that such warrants may be issued alone or attached, either to shares or to securities described in a) and b) above that are issued simultaneously. The securities described in a), b) and c) above may be issued in compensation for any securities that may be contributed to the Company under a public exchange offer for securities that meet the conditions set down in article L 225-148 of the Code of Commerce. The nominal amount of the securities representing a share of capital liable to be created with respect to the issues referred to in (b) and (c) of the present paragraph I may not in any circumstances result in a capital increase with a nominal amount greater than EUR 24,000,000 for the issues referred to in (b) or greater than EUR 24,000,000 for the issues referred to in (c), to which amount shall be added the nominal amount of any securities to be issued to protect the rights of the owners of the securities referred to (b) and (c) above. II) Issues by one or more companies of which Eramet directly or indirectly holds more than half the share capital, carried out by such companies in one or more times, in euros, in foreign currency or in monetary units defined with reference to several currencies, on the French or international market of: a) bonds with warrants for shares in Eramet; b) securities giving the right, whether directly or indirectly, by conversion, exchange, redemption, submission of a warrant or in any other way to the allocation, at any time or on set dates, to securities representing a share of the capital of Eramet that shall be issued for that purpose. These securities may take the form of shares with stock warrants, bonds with stock warrants, bonds redeemable as shares, or any other form that is not incompatible with the laws in force. The nominal amount of the securities representing a share of capital liable to be created with respect to the issues referred to in (a) and (b) of the present paragraph II may not in any circumstances result in a capital increase with a nominal amount greater than EUR 24,000,000, to which amount shall be added the nominal amount of any securities to be issued to protect the rights of the owners of the warrants referred to in (a) and (b) and the securities referred to in (b) of the present paragraph II. 11
III) The Shareholders Meeting resolves to cancel the pre-emptive subscription right of the shareholders to the shares, securities and warrants mentioned in (a), (b) and (c) of paragraph I and the warrants and securities mentioned in (a) and (b) of paragraph II. The Board of Directors may, however, grant the shareholders, for the issues carried out on the French market, for a period and according to the arrangements that it shall determine, a priority subscription period for the issued shares, securities and warrants, without giving rise to the creation of any negotiable and transferable rights. The Shareholders Meeting also resolves that the present delegation entails the waiver by shareholders of their pre-emptive subscription right to the securities representing a share of the capital of Eramet to which the issue of the securities and warrants referred to in (b) and (c) of paragraph I and the warrants and securities referred to in (a) and (b) of paragraph II shall give the right, immediately or in the future. In the event of the issue of securities giving access to the allocation of capital securities on submission of a warrant, the Board of Directors is fully empowered to determine the arrangements under which the Company may buy warrants on the stock market, at any time or in set periods, in order to cancel them. IV) The Shareholders Meeting resolves that the amount to be received immediately or liable to be received at a later date by the Company: 1) for each of the shares issued under the delegation granted in (a) of paragraph I above; 2) for each of the securities representing a share of capital, issued or created by conversion, exchange, redemption, submission of a warrant or in other way pursuant to the delegation given in (b) of paragraphs I and II above; 3) and for the exercise of each of the warrants issued pursuant to the delegations given in (c) of paragraph I and (a) and (b) of paragraph II above, must be at least equal to the weighted average price for the last three trading days prior to the date on which it is determined (minus a possible maximum reduction of 5%), as the case may be, correction of that average to allow for any difference in dated dates, it being specified that the price of the warrants issued alone must, for each capital security to be created, be such that the sum of that price and the exercise price of each warrant is at least equal to 105% of that average. V) The Shareholders Meeting fully empowers the Board of Directors, with the possibility of subdelegating to its Chairman in the conditions set down by law, to implement, in one or more times, the present delegation, particularly in order to determine, in liaison with the issuer company or companies in the cases provided in paragraph II, the issue dates and arrangements, set the prices and interest rates, define the amounts to be issued and the form of the securities to be created, their dated date, even retroactive, their redemption and/or call conditions, make any decisions and carry out any operations needed in the event of the issue of securities to remunerate securities contributed under a public exchange offer, make any adjustments required in accordance with legal and regulatory provisions, make the modifications to the by-laws that are made necessary by the use of this delegation and, more generally, take all useful measures 12
and enter into any agreements to correctly perform the planned issues, all in compliance with the laws and regulations in force. Furthermore, it authorises the Board of Directors to charge the capital increase expenses to the amount of premiums related to those increases and to withhold from those premiums the sums needed to increase the legal reserve to one-tenth of the new capital after each increase. The present delegation, which renders any prior authorisation null and void, is valid for the period set down by law. SEVENTEENTH RESOLUTION (Limitation of issue amounts) The Shareholders Meeting resolves that - the capital increase that may result from the use of the delegations entailing an authorisation to issue shares, other securities and warrants given in resolutions 14 and 16 above, whether immediate, deferred or possible, may not exceed a total maximum nominal amount of EUR 24,000,000, plus the amount of any additional capital increases made necessary to protect the rights of the holders of securities giving access in any way whatsoever to the allocation of securities representing a share of capital, and of the holders of stock warrants. - the issue of securities other than shares authorised by the fourteenth and sixteenth resolutions above may not lead to a capital increase of a nominal amount greater than EUR 24,000,000, to which amount shall be charged, as the case may be, the equivalent value in euros of the issues of securities stated in foreign currencies or in a unit of account determined by reference to several currencies. EIGHTEENTH RESOLUTION (Possibility of using authorisation during a public offer period) The Shareholders Meeting explicitly empowers the Board of Directors to make use, in whole or part, in accordance with legal provisions, of the various delegations resulting from resolutions 14 and 16 of the present Shareholders Meeting, in the event that one or more public purchase or exchange offers are made for the securities issued by the Company. This delegation is valid for the term set by law. NINETEENTH RESOLUTION (Powers) The Ordinary and Extraordinary Shareholders General Meeting, fully empowers the bearer of an original, an extract or a duplicate of the minutes of the present Meeting to carry out any registrations or formalities. 13