The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Extraordinary General Meetings, having reviewed the Report of the Board of Directors, resolves to amend Article 9 of the Company’s Articles of Association relating to the Board’s decision-making procedures, as follows:
| Current wording of Article 9 of the Articles of Association | Proposed new wording of Article 9 of the Articles of Association |
|---|---|
| § 2 - The Board of Directors meets when convened by its Chairman as often as this is deemed necessary in the interest of the Company.
Board meetings are held either at the registered office or at any other place indicated by the author(s) of the notice to attend. Notices to attend meetings may be issued by any means and may even be issued verbally. In accordance with legal and regulatory provisions and subject to the limitations stipulated by these provisions, directors participating in Board meetings by means of videoconference or telecommunication facilities are deemed to be present for the purpose of quorum and majority calculations. The Board of Directors may also take the decisions listed in the regulations by written consultation of the Directors. Sessions are held under the chairmanship of the Chairman of the Board of Directors. If the Chairman is absent, the session is led by the director specially elected for this purpose by the Board members present at the meeting; if the votes are equal for this election, the session is chaired by the oldest of the candidates. |
§ 2 - The Board of Directors meets when convened by its Chairman as often as this is deemed necessary in the interest of the Company. Board meetings are held either at the registered office or at any other place indicated by the author(s) of the notice to attend. Notices to attend meetings may be issued by any means and may even be issued verbally. In accordance with legal and regulatory provisions and subject to the limitations stipulated by these provisions, directors participating in Board meetings by means of videoconference or telecommunication facilities are deemed to be present for the purpose of quorum and majority calculations. The Board of Directors may also take the decisions listed in the regulations by written consultation of the Directors. Sessions are held under the chairmanship of the Chairman of the Board of Directors. If the Chairman is absent, the session is led by the director specially elected for this purpose by the Board members present at the meeting; if the votes are equal for this election, the session is chaired by the oldest of the candidates. Proposed new wording of Article 9 of the Articles of Association § 2 - The Board of Directors meets when convened by its Chairman as often as this is deemed necessary in the interest of the Company. Board meetings are held either at the registered office or at any other place indicated by the author(s) of the notice to attend. Notices to attend meetings may be issued by any means and may even be issued verbally. Any Director may be represented at these meetings or may vote by correspondence on each of the decisions submitted to the vote of the Board. In accordance with legal and regulatory provisions and subject to the limitations stipulated by these provisions, Directors participating in Board meetings by means of videoconference or telecommunication facilities are deemed to be present for the purpose of quorum and majority calculations. The Board of Directors may also take the decisions listed in the regulations by written consultation of the Directors. Sessions are held under the chairmanship of the Chairman of the Board of Directors. If the Chairman is absent, the session is led by the Director specially elected for this purpose by the Board members present at the meeting; if the votes are equal for this election, the session is chaired by the oldest of the candidates. §3 - Decisions of the Board of Directors may be taken by written consultation, including electronically. In such a case, the Chairman sends proposed decisions to all of the Directors in writing, together with the background information required for the decision concerned. These documents may be sent electronically. The proposal must give each Director the opportunity to reply "for" or "against", to abstain, or to make any comments. Directors are requested to respond to the proposal within five (5) business days from the date on which the consultation is sent or within any shorter timeframe set by the Chairman if the context and nature of the decision so require. The absence of a response shall be deemed to constitute non-participation. Any Director may object to this decision-making method within the timeframe stated when the proposed decision was sent. |
