DENOMINATION, DURATION, REGISTERED OFFICE
Article 1. Form, Name
There exists a company
in the form of a société anonyme,
under the name of Adecoagro S.A. (the "Company").
Article 2. Duration
The Company is
established for an undetermined duration. The Company may be dissolved at any
time by a resolution of the Shareholders adopted in the manner required for
amendment of these Articles of Incorporation.
Article 3. Registered office
3.1 The Company
has its registered office in the City of Luxembourg, Grand-Duchy of Luxembourg.
It may be transferred to any other place in the Grand Duchy of Luxembourg by
means of a resolution of a General Meeting deliberating in the manner provided
for amendments to the Articles.
3.2 The address
of the registered office may be transferred within the municipality by decision
of the Board of Directors.
3.3 The Company
may have offices and branches, both in Luxembourg and abroad.
3.4 In the
event that the Board of Directors determines that extraordinary political,
economic or social developments have occurred or are imminent that would
interfere with the normal activities of the Company at its registered office,
or with the ease of communication between such office and persons abroad, the
registered office may be temporarily transferred abroad until the complete
cessation of these abnormal circumstances; such temporary measures shall have
no effect on the nationality of the Company which, notwithstanding the
temporary transfer of its registered office, will remain a Luxembourg company.
Such temporary measures will be taken and notified to any interested parties by
the Board of Directors.
Article 4. Purpose, Object
4.1 The object
of the Company is the holding of participations, in any form whatsoever, in
Luxembourg and foreign companies, or other entities or enterprises, the
acquisition by purchase, subscription, or in any other manner as well as the
transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and
other securities or rights of any kind including interests in partnerships, and
the holding, acquisition, disposal, investment in any manner in, development,
licensing or sub licensing, of any patents or other intellectual property
rights of any nature or origin as well as the ownership, administration,
development and management of its portfolio. The Company may carry out its business
through branches in Luxembourg or abroad.
4.2 The Company
may borrow in any form and proceed to the issue by private or public of bonds,
convertible bonds and debentures or any other securities or instruments it
4.3 In a
general fashion it may grant assistance (by way of loans, advances, guarantees
or securities or otherwise) to companies or other enterprises in which the Company
has an interest or which form part of the group of companies to which the
Company belongs or any entity as the Company may deem fit (including up stream
or cross stream), take any controlling, management, administrative and/or
supervisory measures and carry out any operation which it may deem useful in
the accomplishment and development of its purposes.
the Company can perform all commercial, technical and financial or other
operations, connected directly or indirectly in all areas in order to
facilitate the accomplishment of its purpose.
PART III. SHARE CAPITAL – SHARES
Article 5. Share capital
5.1. The Company has an issued share capital of one
hundred and eighty-three million five hundred and seventy-two thousand seven
hundred and twenty-two US Dollars and fifty cents (USD 183,572,722.50)
represented by a total of one hundred and twenty-two million three hundred and
eighty-one thousand eight hundred and fifteen (122,381,815) fully paid Shares,
each with a nominal value of one US Dollar and fifty cents (USD1.5), with such
rights and obligations as set forth in the present Articles.
The Company has an authorized
share capital of three billion US Dollars (3,000,000,000), including the issued
share capital, represented by two billion (2,000,000,000) shares, each with a
nominal value of one US Dollar and fifty cents (USD1.5). The Company’s share
capital (and any authorization granted to the Board of Directors in relation
thereto) shall be valid from 10th January, 2011 and until the fifth
anniversary of publication in the Mémorial of the deed of the extraordinary
General Shareholder’s Meeting held on 10th January 2011. The Board
of Directors, or any delegate(s) duly appointed by the Board of Directors, may
from time to time issue shares within the limits of the authorized share
capital against contributions in cash, contributions in kind or by way of
incorporation of available reserves at such times and on such terms and
conditions, including the issue price, as the Board of Directors or its
delegate(s) may in its or their discretion resolve and the General
Shareholder’s Meeting waived and has authorized the Board of Directors to
waive, suppress or limit, any pre-emptive subscription rights of shareholders
provided for by law to the extent it deems such waiver, suppression or
limitation advisable for any issue or issues of shares within the authorized
The issued and the authorised un-issued share
capital of the Company may be increased or reduced one or several times by a
resolution of the General Meeting of Shareholders adopted in compliance with
the quorum and majority rules set by these Articles of Incorporation or, as the
case may be, by law for any amendment of these Articles of Incorporation.
5.2 The Company
may not issue fractional Shares. The Board of Directors shall be authorised at
its discretion to provide for the payment of cash or the issuance of scrip in
lieu of any fraction of a Share.
5.3 The Company
or its subsidiaries may proceed to the purchase or repurchase of its own Shares
and may hold Shares in treasury, each time within the limits laid down by law.
5.4 Any Share
premium shall be freely distributable in accordance with the provision of these
Article 6. Securities in registered form only
Shares of the Company are in registered form
A register of Shares will be kept by the
Company and will be available for inspection by any registered shareholder.
Ownership of registered Shares will be established by inscription in the said
register or in the event separate registrars have been appointed pursuant to
Article 6.1.3, such separate
register. Without prejudice to the conditions for transfer by book entry in the
case provided for in Article 6.1.7 of the present
Articles, a transfer of registered Shares shall be carried out by means of a
declaration of transfer entered in the relevant register, dated and signed by
the transferor and the transferee or by their duly authorised representatives.
The Company may accept and enter in the relevant register a transfer on the
basis of correspondence or other documents recording the agreement between the
transferor and the transferee.
The Company may appoint registrars in
different jurisdictions who will each maintain a separate register for the
registered shares entered therein and the holders of shares may elect to be
entered in one of the registers and to be transferred from time to time from
one register to another register. The Board of Directors may however impose
transfer restrictions for Shares that are registered, listed, quoted, dealt in,
or have been placed in certain jurisdictions in compliance with the
requirements applicable therein. The transfer to the register kept at the
Company's registered office may always be requested.
Subject to the provisions of Article 6.1.7, the Company may
consider the person in whose name the registered Shares are registered in the
register(s) of Shareholders as the full owner of such registered Shares. The
Company shall be completely free from any responsibility in dealing with such
registered Shares towards third parties and shall be justified in considering
any right, interest or claims of such third parties in or upon such registered
shares to be non-existent, subject, however, to any right which such third
party might have to demand the registration or change in registration of
registered Shares. In the event that a holder of registered shares does not
provide an address to which all notices or announcements from the Company may
be sent, the Company may permit a notice to this effect to be entered into the
register(s) of Shareholders and such holder's address will be deemed to be at
the registered office of the Company or such other address as may be so entered
by the Company from time to time, until a different address shall be provided
to the Company by such holder. The holder may, at any time, change his address
as entered in the register(s) of Shareholders by means of written notification
to the Company or the relevant registrar.
The Board may decide that no entry shall be
made in the register of Shareholders and no notice of a transfer shall be
recognised by the Company or a registrar during the period starting on the
fifth (5) business day before the date of a General Meeting and ending at the
close of that General Meeting, unless the Board sets a shorter time limit.
All communications and notices to be given to
a registered Shareholder shall be deemed validly made to the latest address
communicated by the Shareholder to the Company.
Where Shares are recorded in the register of
Shareholders on behalf of one or more persons in the name of a securities
settlement system or the operator of such a system or in the name of a
professional securities depositary or any other depositary (such systems,
professionals or other depositaries being referred to hereinafter as
"Depositaries") or of a sub-depositary designated by one or more
Depositaries, the Company - subject to having received from the Depositary with
whom those Shares are kept in account a certificate in proper form - will
permit those persons to exercise the rights attaching to those Shares,
including admission to and voting at General Meetings. The Board of
Directors may determine the formal requirements with which such certificates
must comply. Notwithstanding the foregoing, the Company will make dividend
payments and any other payments in cash, Shares or other securities only to the
Depositary or sub-depositary recorded in the register or in accordance with its
instructions, and such payment will effect full discharge of the Company’s obligations.
Upon the written request of a Shareholder,
registered nominative Share certificate(s) recording the entry of such
Shareholder in the register of Shareholders may be issued in such denominations
as the Board of Directors shall prescribe to the requesting Shareholder and, in
the case provided for in Article 6.1.7 of the present
Articles and upon request, to the Depositaries or sub-depositaries recorded in
the register(s). The certificates so issued shall be in such form and shall
bear such legends and such numbers of identification as shall be determined by
the Board of Directors. Such certificates shall be signed manually or by
facsimile by two (2) Board Members. Lost, stolen or mutilated certificates will
be replaced by the Company upon such evidence, undertakings and indemnities as
may be deemed satisfactory to the Company, provided that mutilated share
certificates shall be delivered before new certificates are remitted.
The Shares are indivisible vis-à-vis the
Company which will recognise only one holder per Share. In case a Share is held
by more than one person, the persons claiming ownership of the Share will be
required to name a single proxy to represent the Share vis-à-vis the Company.
The Company has the right to suspend the exercise of all rights attached to
such Share until one person has been so appointed. The same rule shall apply in
the case of a conflict between an usufructuary and a bare owner or between a
pledgor and a pledgee.
6.2 Other Securities
Securities (other than Shares which are
covered by article 6.1) of the Company are
in registered form only.
The provisions of article 6.1 shall apply mutatis
Article 7. Shares – Voting Rights
as set forth in the present Articles, each Share shall be entitled to one vote
at all General Meetings of Shareholders.
OF THE COMPANY
Management of the Company – Board of
8.1 The Company
shall be managed by a Board of Directors
which is vested with the broadest powers to manage the business of the
Company and to authorise and/or perform all acts of disposal, management and
administration falling within the purposes of the Company.
8.2 All powers
not expressly reserved by the law or by the Articles of the Company to the
General Meeting shall be within the competence of the Board of Directors.
Except as otherwise provided herein or by
law, the Board of Directors of the Company is authorised to take such action
(by resolution or otherwise) and to adopt such provisions as shall be
necessary, appropriate, convenient or deemed fit to implement the purpose of
Article 9. Composition of the Board of Directors
9.1 The Company
shall be managed by a Board of Directors composed of a minimum of three (3)
Directors and a maximum of eleven (11) (unless otherwise provided for herein)
who may but do not need to be Shareholders of the Company.
Directors are appointed by the General Meeting of Shareholders for a period of
up to three (3) years; provided however the Directors shall be elected on a
staggered basis, with one third (1/3) of the Directors being elected each year
and provided further that such three year term may be exceeded by a period up
to the annual general meeting held following the third anniversary of the
appointment. The Directors may be removed with or without cause (ad nutum) by
the General Meeting of Shareholders by a simple majority vote of votes cast at
a General Meeting of Shareholders. The Directors shall be eligible for
9.3 In the
event of a vacancy in the office of a Director because of death, retirement,
resignation, dismissal, removal or otherwise, the remaining Directors may fill
such vacancy and appoint a successor in accordance with applicable law.
The Board of Directors shall, to the extent
required by law and otherwise may, appoint the chairman of the Board of
Directors amongst its members (the “Chairman”). The Chairman shall preside over
all meetings of the Board of Directors and of Shareholders including class
meetings. In the absence of the Chairman of the Board, a chairman determined ad
hoc, shall chair the relevant meeting.
In case of a tie the Chairman (or any other
Board member) shall not have a casting vote.
The Board of Directors shall meet upon call
by (or on behalf of) the Chairman or any two Directors. The Board of Directors
shall meet as often as required by the interest of the Company.
Notice of any meeting of the Board of
Directors must be given by letter, cable, telegram, telephone, facsimile
transmission, telex or e-mail advice to each Director, two (2) days before the
meeting, except in the case of an emergency, in which event a twenty four (24)
hours notice shall be sufficient. No convening notice shall be required for
meetings held pursuant to a schedule previously approved by the Board and
communicated to all Board members. A meeting of the Board may also be validly
held without convening notice to the extent the Directors present or
represented do not object and those Directors not present or represented have
waived the convening notice in writing, by fax or email.
Meetings of the Board of Directors may be
held physically or, in all circumstances, by way of conference call (or similar
means of communication which permit the participants to communicate with each
Any Director may act at any meeting of the
Board of Directors by appointing in writing by letter or by cable, telegram,
facsimile transmission or e-mail another Director as his proxy. A Director may
represent more than one of the other Directors.
The Board of Directors may deliberate and act
validly only if the majority of the Board members (able to vote) are present or
represented. Decisions shall be taken by a simple majority of the votes
validly cast by the Board members present or represented (and able to
Meetings of the Board of Directors may be
validly held at any time and in all circumstances by means of telephonic
conference call, videoconference or any other means, which permit the
participants to communicate with each other. A Director attending in such
manner shall be deemed present at the meeting for as long as he is connected.
The Board of Directors may also in all
circumstances with unanimous consent pass resolutions by circular means and
written resolutions signed by all members of the Board will be as valid and
effective as if passed at a meeting duly convened and held. Such signatures may
appear on a single document or multiple copies of an identical resolution and
may be evidenced by letters, cables, facsimile transmission, or e-mail.
The minutes of any meeting of the Board of
Directors (or copies or extracts of such minutes which may be produced in
judicial proceedings or otherwise) shall be signed by the Chairman, the
chairman (ad hoc) of the relevant meeting or by any two (2) Directors or as
resolved at the relevant Board meeting or any subsequent Board meeting.
of power, committees, secretary
The Board may delegate the daily management
of the business of the Company, as well as the power to represent the Company
in its day to day business, to individual Directors or other officers or agents
of the Company (with power to sub-delegate). In addition the Board of Directors
may delegate the daily management of the business of the Company, as well as
the power to represent the Company in its day to day business to an executive
or other committee as it deems fit. The Board of Directors shall determine the
conditions of appointment and dismissal as well as the remuneration and powers
of any person or persons so appointed.
The Board of Directors may (but shall not be
obliged to unless required by law) establish one or more committees (including
without limitation an audit committee, a risk and strategy committee, and a
compensation committee) and for which it shall, if one or more of such
committees are set up, appoint the members (who may be but do not need to be
Board members), determine the purpose, powers and authorities as well as the
procedures and such other rules as may be applicable thereto (subject as to the
audit committee as set forth below).
Committee: in the case the Board of Directors decides to set up an audit
committee (the “Audit Committee”), such Audit Committee shall be composed of at
least three (3) members and the Board of Directors shall appoint one of the
members of the Audit Committee as the chairperson of the Audit Committee. The
Audit Committee shall (a) assist the Board of Directors in fulfilling its
oversight responsibilities relating to the integrity of the Company’s financial
statements, including periodically reporting to the Board of Directors on its
activity and the adequacy of the Company’s systems of internal controls over financial
reporting; (b) make recommendations for the appointment, compensation,
retention and oversight of, and consider the independence of, the Company’s
external auditors; (c) review Material Transactions between the Company or its
subsidiaries with Related Parties (other than transactions that were reviewed
and approved by the independent members of the Board of Directors (if any) or
other governing body of any subsidiary of the Company or through any other
procedures as the Board of Directors may deem substantially equivalent to the
foregoing) to determine whether their terms are consistent with market
conditions or are otherwise fair to the Company and its subsidiaries; and (d)
perform such other duties imposed to it by the laws and regulations of the Regulated
Market(s) on which the shares of the Company are listed applicable to the
Company, as well as any other duties entrusted to it by the Board of Directors.
The Board of Directors shall allocate to the Audit Committee the necessary
resources and authority to fulfil its functions.
Committee: in the case the Board of Directors decides to set up an compensation
committee (the “Compensation Committee”), such Compensation Committee shall
review and approve the compensation and benefits of the executive officers and
other key employees of the Company and its group, and make recommendations to
the Board of Directors regarding principles for compensation, performance
evaluation, and retention strategies. The Compensation Committee (if any) shall
be responsible for designing and administering the Company’s equity-based
incentive plans of the Company and its group.
12.2.3 Risk and
Strategy Committee: in the case the Board of Directors decides to set up an
risk and strategy committee (the “Risk and Strategy Committee”), such Risk and
Strategy Committee shall assist the Board of Directors in fulfilling its
oversight responsibilities with regard to (i) evaluating the risks inherent in
the business of the Company and its group and the control processes with
respect to such risks; (ii) the assessment and review of credit, market,
commercial, fiduciary, liquidity, reputational and operational risks; and (iii)
maintaining a cooperative, interactive strategic planning process with
executive officers, including the identification and setting of strategic goals
and the review of potential acquisitions, joint ventures, and strategic
alliances; and dispositions.
The Board of Directors may appoint a
secretary of the Company who may but does not need to be a member of the Board
of Directors and determine his responsibilities, powers and authorities.
The Company will be
bound by the sole signature of the Chairman or the joint signature of any two
(2) Director or by the sole or joint signatures of any persons to whom such
signatory power shall have been delegated by the Board of Directors. For the
avoidance of doubt, for acts regarding the daily management of the Company the
Company will be bound by the sole signature of the administrateur délégué ("Chief Executive Officer" or
"CEO") or any person or persons to whom such signatory power shall be
delegated by the Board of Directors.
The compensation of the Board of Directors
will be decided by the General Meeting.
The Directors are not held personally liable
for the indebtedness or other obligations of the Company. As agents of the
Company, they are responsible for the performance of their duties. Subject to
the exceptions and limitations listed in article 14.3, every person who is,
or has been, a Director or officer of the Company shall be indemnified by the
Company to the fullest extent permitted by law against liability and against
all expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding which he becomes involved as a party or otherwise by
virtue of his being or having been such Director or officer and against amounts
paid or incurred by him in the settlement thereof. The words "claim",
"action", "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal or otherwise
including appeals) actual or threatened and the words "liability" and
"expenses" shall include without limitation attorneys' fees, costs,
judgements, amounts paid in settlement and other liabilities.
No indemnification shall be provided to any
Director or officer:
Against any liability to the Company or its
shareholders by reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office;
With respect to any matter as to which he
shall have been finally adjudicated to have acted in bad faith and not in the
interest of the Company; or
In the event of a settlement, unless the
settlement has been approved by a court of competent jurisdiction or by the
Board of Directors.
The right of indemnification herein provided
shall be severable, shall not affect any other rights to which any Director or
officer may now or hereafter be entitled, shall continue as to a person who has
ceased to be such Director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which corporate personnel,
including directors and officers, may be entitled by contract or otherwise
Expenses in connection with the preparation
and representation of a defence of any claim, action, suit or proceeding of the
character described in this Article shall be advanced by the Company prior to
final disposition thereof upon receipt of any undertaking by or on behalf of
the officer or director, to repay such amount if it is ultimately determined
that he is not entitled to indemnification under this article.
Conflicts of Interest
No contract or other transaction between the
Company and any other company or firm shall be affected or invalidated by the
fact that any one or more of the Directors or officers of the Company is
interested in, or is a director, associate, officer, agent, adviser or employee
of such other company or firm. Any Director or officer who serves as a
director, officer or employee or otherwise of any company or firm with which
the Company shall contract or otherwise engage in business shall not, by reason
of such affiliation with such other company or firm only, be prevented from
considering and voting or acting upon any matters with respect to such contract
or other business.
In the case of a personal conflict of interest
of a Director, such Director shall indicate such conflict of interest to the
Board and shall not deliberate or vote on the relevant matter. Any conflict of
interest arising at Board level shall be reported to the next General Meeting
of Shareholders before any resolution as and to the extent required by law.
PART V. GENERAL MEETINGS OF SHAREHOLDERS
Meetings of Shareholders
Any regularly constituted General Meeting of
Shareholders of the Company shall represent the entire body of Shareholders of
the Company. It shall have the broadest powers to order, carry out or ratify
acts relating to the operations of the Company.
The annual general meeting of Shareholders
shall be held, in accordance with Luxembourg law, at the registered office of
the Company, or at such other place in Luxembourg as may be specified in the
notice of meeting on the third Wednesday of April of each year at 16.00 (local
time) (or such other date as may be permitted by law). If such day is a legal
holiday, the annual General Meeting shall be held on the next following
meetings of Shareholders may be held at such place and time as may be specified
in the respective notices of meeting.
16.4 General Meetings shall be convened in accordance with the provisions of
law and in
the case the Shares of the Company are listed on a Regulated Market, in
accordance with the publicity requirements of such Regulated Market applicable
to the Company. If all of the Shareholders are present or represented at a
general meeting of Shareholders, the General Meeting may be held without prior
notice or publication.
16.5 In case the
shares of the Company are not listed in a any Regulated Market, all
Shareholders recorded in the share register on the date of the General Meeting
are entitled to be admitted in the General Meeting; provided, however, that in
case the Shares of the Company are listed on a
Regulated Market, the Board of Directors may
determine a date preceding the General Meeting as the record date for admission
to the General Meeting (the “Record Date”).
Where, in accordance with the provisions of Article 6.1.7 of the present
Articles, Shares are recorded in the register(s) of Shareholders in the name of
a Depositary or sub-depositary of the former, the certificates provided for in
Article 6.1.7 must be received by
the Company (or its agents as set forth in the convening notice) no later than
the day preceding the fifth (5th) working day before the date of the
General Meeting unless the Board fixes a different period. Such
certificates must (unless otherwise required by applicable law) certify the
fact that the Shares in the account shall be blocked until the close of the
General Meeting. All proxies must be received by the Company (or its agents) by
the same deadline provided that the Board of Directors
may, if it deems so advisable amend these periods of time for all Shareholders
and admit Shareholders (or their proxies) who have provided the appropriate
documents to the Company (or its agents as aforesaid) to the General Meeting,
irrespective of these time limits.
The Board of Directors shall adopt all other
regulations and rules concerning the attendance to the General Meeting, and
availability of access cards, proxy forms and/or voting forms in order to
enable Shareholders to exercise their right to vote.
Shareholder may be represented at a General Meeting by appointing as his or her
proxy another person, who need not be a Shareholder.
and quorum at the General Meeting
At any General Meeting of Shareholders other
than a General Meeting convened for the purpose of amending the Company’s
Articles of Incorporation or voting on resolutions whose adoption is subject to
the quorum and majority requirements for amendments of the Articles of
Incorporation, no presence quorum is required and resolutions shall be adopted,
irrespective of the number of Shares represented, by a simple majority of votes
At any extraordinary General Meeting of
Shareholders for the purpose of amending the Company’s Articles of
Incorporation or voting on resolutions whose adoption is subject to the quorum
and majority requirements for amendments of the Articles of Incorporation, the quorum shall be at least
one half of the issued share capital of the Company. If the said quorum is not
present, a second Meeting may be convened at which there shall be no quorum
requirement. In order for the proposed resolutions to be adopted at such a
General Meeting, and save as otherwise provided by law, a two thirds (2/3)
majority of the votes validly cast at any such General Meeting.
The Articles of
Incorporation may be amended from time to time by a resolution of the General
Meeting of Shareholders to the quorum and voting requirements provided by the
laws of Luxembourg and as may otherwise be provided herein.
accounting year of the Company shall begin on first of January and shall
terminate on thirty-first of December of each year.
Company’s annual accounts shall be audited by one or more independent auditors,
appointed by the General Meeting at the
Board of Directors’ recommendation (or if so resolved by the Board of
Directors, the recommendation of the Audit Committee, if any). The General Shareholders’ Meeting shall determine the number of
independent auditors and the term of their office, which shall not exceed one
(1) year. They may be reappointed and dismissed at any time by the General
Shareholders’ Meeting at the Board of Directors’ recommendation (or if so
resolved by the Board of Directors, the recommendation of the Audit Committee,
From the annual net profits of the Company,
five per cent (5%) shall be allocated to an un-distributable reserve required
by law. This allocation shall cease to be required as soon and as long as such
reserve amounts to ten per cent (10%) of the issued share capital of the Company.
The General Meeting of Shareholders, upon
recommendation of the Board of Directors, will determine how the remainder of
the annual net profits will be disposed of, including by way of stock dividend.
Interim distributions may be declared and
paid (including by way of staggered payments) by the Board of Directors subject
to observing the terms and conditions provided by law either by way of a cash
distribution or by way of an in kind distribution.
In the event it is decided by the General
Meeting, or in the case interim distributions declared by the Board, that a
distribution be paid in Shares or other securities of the Company, the Board of
Directors may exclude from such offer such Shareholders he deems necessary or
advisable due to legal or practical problems in any territory or for any other
reasons as the Board may determine.
In the event of the dissolution of the
Company for whatever reason or whatever time, the liquidation will be performed
by liquidators or by the Board of Directors then in office who will be endowed
with the powers provided by articles 144 et seq. of the Luxembourg law of 10th
August 1915 on commercial companies. Once all debts, charges and liquidation
expenses have been met, any balance resulting shall be paid to the holders of
Shares in the Company in accordance with the provisions of these Articles.
SHAREHOLDER, DEFINITIONS, APPLICABLE LAW
If, and as long as one Shareholder holds all
the Shares of the Company, the Company shall exist as a single Shareholder
company pursuant to the provisions of Company Law. In the event the Company has
only one Shareholder or two Shareholders, the Company may at the option of the
sole Shareholder or as the case may be the two Shareholders, be managed by one
or two Directors as provided for by law and all provisions in the present
Articles referring to the Board of Directors shall be deemed to refer to the
sole Director or the two Directors (mutatis mutandis) who shall have all such
powers as provided for by law and as set forth in the present Articles with
respect to the Board of Directors.
Means, in relation
to a person or entity, a person that directly or indirectly through one or
more intermediaries, Controls, is Controlled by, or is under common Control
with, such person or entity. The term “Affiliated with” has a meaning
correlative to the foregoing.
Articles or Articles
Means the present
articles of incorporation of the Company as amended from time to time
Board or Board of
Means the Board of
Directors (conseil d’administration) of
Means, in relation
to a person or entity, the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such
person or entity, whether through ownership of voting securities, by contract
Means a member of
the Board of Directors or as the case may be, the sole Director of the
Means the general
meeting of Shareholders
of the Board of Directors
Means a Director
who: (i) is not employed, and has not been employed within the five years
immediately prior to the ordinary General Meeting at which the candidates to
the Board of Directors will be voted upon, by the Company or any of its
subsidiaries in an executive capacity; (ii) does not receive consulting,
advisory or other compensatory fees from the Company or any of its
subsidiaries (other than fees received as member of the Board of Directors or
any committee thereof and fees received as member of the board of directors
or other governing body, or any committee thereof, of any of the Company’s
subsidiaries); (iii) does not Control the Company; (iv) has not (and does not
Control a business entity that has) a material business relationship with the
Company, any of its subsidiaries, or the person that directly or indirectly
Controls the Company, if such material business relationship would be
reasonably expected to adversely affect the director’s ability to properly
discharge its duties; (v) does not Control, and is not, and has not been
within the five-year period immediately prior to the ordinary shareholders’
meeting at which the candidates to the Board of Directors will be voted upon,
employed by, a (present or former) internal or external auditor of the
Company, any of its subsidiaries or the person that directly or indirectly
Controls the Company; and (vi) is not a spouse, parent, sibling or relative
up to the third degree of, and does not share a home with, any person above
described from (i) to (iv).
Means (i) any
transaction (x) with an individual value equal to or greater than ten million
United States Dollars (USD 10,000,000); (y) with an individual value lower than
ten million United States Dollars (USD 10,000,000), when the aggregate sum of
any series of transactions of such lower value reflected in the financial
statements of the four fiscal quarters of the Company preceding the date of
determination (excluding any transactions that were reviewed and approved by
any of the Audit Committee (if any), the Board of Directors or the
independent members of the Board of Directors or other governing body of any
subsidiary of the Company, or through any other procedures as the Board of
Directors may deem substantially equivalent to the foregoing), exceeds 1.5%
of the Company’s consolidated net sales made in the fiscal year preceding the
year on which the determination is made; or (ii) any corporate reorganization
transaction (including a merger, a spin-off or a bulk transfer of a business)
involving the Company or any of its subsidiaries for the benefit of, or
involving, a Related Party.
Means any official
stock exchange or securities exchange market in the European Union, the
United States of America or elsewhere
Means, in relation
to the Company or its direct or indirect subsidiaries, any of the following
persons: (i) a member of the Board of Directors or of the board of directors
or other governing body of any of the Company’s subsidiaries; (ii) any member
of the board of directors or other governing body of an entity that Controls
the Company; (iii) any Affiliate of the Company (other than the Company’s
subsidiaries); (iv) any entity Controlled by any member of the Board of
Directors, or of the board of directors or other governing body of any
subsidiary of the Company; and (v) any spouses, parents, siblings or
relatives up to the third degree of, and any persons that share a home with,
any person referred to in (i) or (ii).
Means a duly
registered holder of Shares of the Company
Means the shares (actions) of the Company
For anything not dealt
with in the present Articles of Incorporation, the Shareholders refer to the