The General Meeting of Shareholders shall fix the salary, the "tantieme", if any, and the further terms of employment of the Managing Directors. OFFICERS OF THE COMPANY HOLDING POWERS OF PROCURATION
The General Meeting. Article 5
The General Meeting is responsible for determining the number of components of the Board of Directors. For this purpose, it will proceed straight away by setting said number by means of an express agreement or, indirectly, by providing vacancies or the appointment of new directors, within the maximum limit established in the previous section.”
The General Meeting. 12. Each share has one vote.
The General Meeting can agree upon its own extension during one or more consecutive days, under the proposal of the administrators or a number of partners who represent, at least, one fourth of the attending current capital stock. Regardless of the number of sessions, it will be considered that the General Meeting is single, drafting a single minute for all its sessions. The General Meeting can also be temporarily suspended in the cases and under the manner scheduled in its Regulation.
The General Meeting will be held in the venue which i indicated in the notice of meeting within the municipality in which the Company has is registered address (main location). If the notice of meeting did not include the venue, it will be understood that the General Meeting will take place in the Company registered address. If the General Meeting is held by telematic means, it shall be considered that the meeting is held at the registered office of the Company.
The General Meeting of Shareholders is entitled to assign its authorities to adopt resolutions, referred to in para. I of this Article, to another corporate body and is entitled to revoke such an assignment.
The General Meeting of shareholders shall be competent to subject in a resolution of the Board to that effect clearly described resolutions of the Managing Board to its approval or authorization. Without prejudice to the provision laid down in the preceding sentence, the Managing Board shall require the authorization or approval of the General Meeting of shareholders for resolutions of the Managing Board, the subject matter of which is:
The General Meeting of Shareholders may determine that payment on shares may be made in kind. Pre-emptive right Article 7 Upon the issue of shares and upon the transfer of shares held by the Company in its own capital, the shareholders shall have a pre-emptive right pro rata to the number of shares held by each shareholder. The shareholders shall not have a pre-emptive right in those cases in which they are denied this right by provisions of peremptory law. Acquisition and withdrawal of shares Article 8 1. The acquisition by the Company of partly-paid shares in its own capital is null and void. 2. The Company may acquire fully paid shares in its own capital, but either for no consideration or if: a. its shareholders' equity, reduced by the acquisition price, is not less than the paid-up share capital together with the amount of such reserves as it is required to maintain by law or by these Articles of Association; and b. the nominal value of the shares to be acquired and the shares in its capital already held by the Company and its subsidiaries does not exceed one half of the issued capital of the Company. The validity of an acquisition shall be decided on the basis of the shareholders' equity of the Company as shown in its most recently adopted balance sheet, less the aggregate of the acquisition price of shares in the capital of the Company and distributions of profits or reserves to third parties which became due by the Company and its subsidiaries after the balance sheet date. In the event that more than six months of a financial year have passed without the annual accounts having been adopted, the Company shall not be allowed to acquire its own shares in accordance with this Article. In this Article the term shares shall also include receipts thereof. 3. The preceding paragraphs of this Article 8 shall not apply to shares which the Company shall acquire by universal succession of title. 4. Loans with a view to the taking or acquiring of shares in its capital may be granted by the Company up to the amount of its distributable reserves. 5. The General Meeting of Shareholders may decide to reduce the issued capital by withdrawing shares or by reducing the amount of shares by alteration of the Articles of Association. This resolution should designate the shares to which the resolution relates and it should regulate the implementation of the shares. The sum of the paid and called-up part of the capital may not be less than the minimum capital prescribed at the time of the res...
The General Meeting of Shareholders has the power to determine that certain executive decisions shall require its prior approval. The executive decisions concerned shall be carefully described in the resolution by the General Meeting of Shareholders. 4.
