A public company will be established according to the laws of the Grand-Duchy of Luxembourg and these articles of association.
SECTION 1 – NAME
A public company will be established according to the laws of the Grand-Duchy of Luxembourg and these articles of association.
The company will bear the name« BREDERODE ».
SECTION 2 – REGISTERED OFFICE
The registered office of the company is located in Luxembourg.
This can be relocated to any other place with the municipality on the basis of a resolution passed by the board of directors. A resolution passed by the General Assembly is required for any other relocation to another municipality or a foreign country and this with reservation to any provision imposed by law.
If extraordinary events of a political, economic or social nature jeopardize the normal activities at the registered office or make communication (within the foreseeable future) with foreign countries impossible, the company will be permitted to provisionally relocate its registered office to a foreign country until this abnormal situation has been solved. Such a resolution does not affect the nationality of the company. Despite the move of the registered office the company will remain a Luxembourg company. The statement pertaining to the relocation of the registered office will be published by the body of the company which is best suited in the given circumstances.
The board of directors is also permitted to establish offices, administrative offices and subsidiaries in any place deemed appropriate, both in the Grand-Duchy and abroad.
SECTION 3 – DURATION
The company will be established for an unlimited duration.
SECTION 4 – OBJECT
The object of the company is to participate in whatever form in Luxembourg and foreign companies and to manage, supervise and monetize such participations.
The company is permitted, both at its own expense and at the expense of third parties and both the Grand-Duchy of Luxembourg and abroad to buy, participate in, subscribe to, sell, cede, trade and manage shares, membership shares, bonds, government bonds and moveable and immovable property, in whatever form, in existing companies and companies yet to be established, industrial, agricultural financial and real estate companies and to make any and all investments and transactions.
The company will be permitted to enter into loan agreements and grant loans, advance payments and securities to companies belonging to the group it is part of.
The company will be permitted to acquire and lease out any and all materials, equipment, means of transport of to facilitate the use and/or acquisition of such by third parties in whatever form.
The company will be permitted – in any place and in any manner – to carry out financial, commercial, industrial and real estate activities either directly or indirectly relating to the object of the company or its realization.
SECTION 5 – CAPITAL AND SHARE CAPITAL
The share capital is set at one hundred and twenty-eight million seven hundred and thirteen thousand nine hundred and nine euros and eight eurocents (EUR 182,713,909.08) represented by twenty-nine million three hundred and five thousand five hundred and eighty-six (29,305,586) shares with a nominal value.
The share capital (non-issued) is set at two hundred and fifty million euros (EUR 250,000,000,00).
SECTION 6 – INCREASE IN CAPITAL
The subscribed capital and the share capital of the company can be increased or decreased on the basis of a resolution passed by the general assembly which is required to follow the same procedure as in the event of an alteration of the articles of association.
The board of directors will be permitted for a period of five years following the publication in Mémorial C, Recueil des Sociétés et Associations on the basis of the resolution passed by the general assembly of 14th May 2014 to increase the subscribed capital (up to a maximum sum of EUR 432,713,909.08.) in one or several times by issuing shares corresponding to the amount of the share capital (non-issued). The increases in capital decided by the board of directors will take place on the dates and according to the conditions, including the issuing price the board of directors is permitted to set at its own discretion, for example by contributions in cash or in kind within the limits set by law (possibly by taking up available and unavailable reserves with or without the issue of new shares). In the event of contributions in cash the share will first be offered to the shareholders in relation to the securities they possess. These increases in capital can be subscribed to and they will be brought into circulation by means of shares with or without share premium as determined by the board of directors.
The board of directors will permitted to grant power of attorney to any director, executive, proxy holder or any other duly authorized person to collect subscription and receive payment of the price of shares which fully or partially represent the increase in capital.
Each time the board of directors decides an increase in capital it will alter these articles of association.
SECTION 7 – BONDS
The board of directors will be permitted – via private or public investments – to issue bonds which may or may not be convertible and this in the form of bearer bonds or other instruments bearing any name and payable in whatever currency, with the understanding that the issue of convertible bonds is only possible in the context of the share capital mentioned in the previous section.
The board of directors will determine the type, the price, the interest rate, the conditions for issue and the payment and any other conditions which may apply. The board of directors will grant power of attorney to any director, executive, or any other duly authorized person to collect subscriptions and receive the payment of the price of bonds.
A register listing bearer bonds will be kept at the registered office of the company.
SECTION 8 – TYPE OF SHARES
All shares in the company will be required to be dematerialized shares and will be issued according to section 42bis of the Act of 10th August 1915 on commercial companies, as altered according to the Act of 6th April 2013 on dematerialized securities. No single shareholder is permitted to request that his shares be converted into nominal or bearer shares.
All dematerialized share will be registered with the issuing account.
The dematerialized shares are not represented and any shareholder’s ownership right will only come into effect following registration with the securities account.
The liquidation body is permitted to issue or have issued dematerialized securities for the purpose of international circulation.
In order to exercise their associative rights vis-à-vis the company or third partners financial institutions and proxy holders will issue certificates for their account holders. In this way the latter will receive confirmation in writing that they actually own securities by virtue of a proxy granted to them by the owner of the rights attached to the securities.
The dematerialized shares may be ceded. The cession of any dematerialized share will take place by means of transfer from account to account.
SECTION 9 – ACQUISITION OF OWN SHARES
The company will be permitted to acquire own shares within the limits imposed by law.
SECTION 10 – CO-OWNERSHIP AND USUFRUCT
If several owners of a share exist or if a share has been split between usufruct and naked ownership, the exercise of the rights attached to it will be suspended until the persons having one of both rights has been appointed as the owner vis-à-vis the company.
SECTION 11 – COMPOSITION OF THE BOARD OF DIRECTORS
The company will be managed by a board of directors composed of at least three members who may or may not be shareholders.
A legal entity is permitted to be a member of the board of directors. In such an event the permanent representative must be appointed and ratified according to the provisions imposed by law.
The directors will be appointed by the general assembly for a period of no more than six years and can be re-elected. They can be dismissed by the general assembly at any time. They will, however, remain employed until their successors have been appointed. The directors who have been appointed without any indication of the duration of their mandates will be considered to have been elected for a six year period.
When the position of director becomes vacant following death, dismissal or any other reason, the remaining directors will convene and decide his replacement by a majority of votes cast and the next general assembly will be required to confirm this appointment.
The board of directors will choose from its members a chairman and possibly a deputy.
SECTION 12 – OPERATION OF THE BOARD OF DIRECTORS
The board of directors will convene at the invitation of the chairman in the place and on the date and at the time mentioned in the convocation letter and this each time this is in the interest of the company. The board of directors will convene each time two directors request this.
Except in the event of force majeure the board of directors will be able to meet and pass resolutions if at least half of its members are present or represented.
Each director who is unable to be physically present will have the right – either by means of a letter, fax or e-mail – to grant power of attorney to one of his colleagues to represent him during the meeting and to vote on his behalf. Any director will be permitted to represent one or several directors during every meeting of the board of directors.
Each director will be permitted to participate in the meetings of the board of directors using a video conference link or any other similar means of communication which guarantees that the persons attending the meeting are able to hear each other and can communicate with each other uninterruptedly. The meetings can also take place in the form of telephone conferences. The participation in a meeting with such tools will equal the physical presence at the meeting.
Each resolution passed by the board of directors will be passed with a majority of votes. In the event of a par the vote cast by the chairman will be decisive.
Except if the resolutions passed by the board of directors concern transactions which are ongoing or were taken under normal circumstances, each director having in interest in a transaction presented for approval to the board which may harm the interests of the company will be required to inform the board of this and to have this in included in the minutes of the meeting. He will not be permitted to attend the meeting. During the next general assembly special attention will be paid to transactions in which one of the directors has an interest which may harm the interests of the company.
The minutes of the meetings of the board of directors will be signed by the chairman (or in his absence by the chairman pro tempore who will preside over the meeting) and by the secretary or in a manner decided by the board of directors.
The copies or excerpts of the minutes will be signed by the chairman and the secretary or by two directors or in a manner decided by the board of directors.
SECTION 13 – POWERS
The board of directors will have the broadest possible powers to take managerial action in the interest of the company. Any and all powers not explicitly reserved to the general assembly will be assumed by the board of directors.
SECTION 14 – POWERS OF REPRESENTATION
With regard to third parties and in all circumstances the company will be bound by the joint signature of two directors or by the individual signature of every person authorized by the board of directors but only within the limits of such powers.
Any legal action, either as plaintiff or defendant, will be initiated by the board of directors on behalf of the company and at the behest of the chairman or a director appointed to this end.
Vis-à-vis third parties and in all circumstances the company will be committed by the signature of the executive director when an executive director has been appointed for the management and the ongoing transactions and for the representation of the company in the management and ongoing transactions, but only within the limits of such power.
SECTION 15 – DAILY MANAGEMENT
The board of directors will be permitted to delegate the daily management of the company to one or several directors who will become executive directors.
In any case the first director can be appointed by the general assembly.
The board of directors will be permitted to delegate all or part of social affairs to the executive committee or one or several directors and grant special powers for certain issues to one or several proxy holders to be appointed by the board of directors or external bodies.
SECTION 16 – POWERS OF THE GENERAL ASSEMBLY
The general assembly will represent all shareholders of the company. Its resolutions will commit all shareholders, including the ones who were absent, voted against the resolution or abstained. It will have the most extensive powers to impose, implement and ratify the actions taken by the company.
SECTION 17 – CONVOCATION OF THE GENERAL ASSEMBLY
The annual general assembly will convene in the municipality the registered office of the company is located in, in the place mentioned in the convocation letter and on the second Wednesday of May at 2.30 pm. If this day is a bank holiday, the general assembly will take place on the next working day.
The board of directors will be permitted to convene the general assembly each time this is in the interest of the company. The board of directors will convene a general assembly each time a group of shareholders representing ten percent (10%) of the share capital request this mentioning the agenda.
One or several shareholders owning jointly at least five percent (5 %) of the subscribed capital will be permitted to request that one or several items be included in the agenda of the general assembly meeting and will be permitted to make suggestions pertaining to the items mentioned in the agenda of the general assembly. These requests will have to be made in writing and be sent by letter or e-mail to the address mentioned in the convocation letter. These will always have to be accompanied by a justification or a suggestion to be adopted during the general assembly meeting These will be required to mention the postal or e-mail address to which the company can send proof of receipt. The company will receive these no later than on the twentieth day preceding the date of the general assembly meeting.
The convocation letters for each general assembly meeting will include the agenda and will be required to be published thirty days prior to the general assembly meeting in the Mémorial, a Luxembourg newspaper and the media the general public in the European Economic Area has swift and indiscriminate access to.
If a new convocation letter is necessary due to lack of presence during the first meeting that was convened but the provisions pertaining to the first convocation letter as mentioned in the previous paragraph have been met and the agenda does not include any new items, the term mentioned in the previous paragraph will be postponed to seventeen days prior to the meeting.
The convocation letters will be sent to the directors and the authorized company auditors This communication will take place by means of circular letters except if the addressees have individually, explicitly and in writing have informed the company that they desire to receive the information by means of another means of communication. They will not have to justify their decision.
The convocation letters will also be sent to the holders of dematerialized shares within the aforementioned terms and this according to the rules applied by the liquidation body
Whenever all shareholders who are entitled to vote are present or represented and if they declare to have been informed of the agenda, they are permitted to waive the formalities preceding the meeting.
The board of directors will have the right to postpone the meeting forthwith by four weeks. It will be required to do so at the request of the shareholders representing at least one fifth of the share capital. This postponement will annul any and all resolutions passed. The second meeting will have the right to pass final resolutions.
SECTION 18 – PARTICIPATION IN THE GENERAL ASSEMBLIES
Any shareholder’s right to attend a general assembly and to exercise his rights based on the number he owns on the fourteenth day prior to the meeting at twelve pm (Luxembourg time) (called « registration date)
No later than on the registration date shareholders must inform the company that they desire to attend the general assembly and this according to the modalities mentioned in the convocation letter.
SECTION 19 – POWER OF ATTORNEY
Each shareholder will have the right to appoint every natural person and legal entity to attend the general assembly meeting and to vote there on his behalf. The proxy holder will enjoy the same rights as shareholders to speak and ask questions during the general assembly meeting.
Without any deviations imposed by law shareholders can only be represented by a single person at a single general assembly. The number of shareholders a person acting as proxy holder is permitted to represent is unlimited.
The shareholder is required to appoint his proxy holder in writing. The notification to the company of the proxy holder must be made in writing, either by letter or e-mail sent to the postal or e-mail address mentioned in the convocation letter.
The proxy holder will vote according to the guidelines on how to vote given by the shareholder who has appointed him. He will be required to keep in his possession the guidelines on how to vote for at least a month following the latest instruction and to confirm that the guidelines on how to vote have been met.
SECTION 20 – DISCUSSIONS
Every shareholder either present or represented during the general assembly meeting will have the right to ask questions on the items on the agenda
Except in the cases imposed by law or the articles of association the resolutions passed by the general assembly will be required to be passed by a majority vote regardless of the part of the share capital that is represented.
A general assembly convened for the purpose of an alteration of the articles of association can only pass valid resolutions if at least half of the share capital is present or represented and the agenda mentions the suggested alteration of the articles of association and possibly the text of the suggested alterations relating to the object of the company and the legal status of the company. If the first condition is not met, a second meeting can be convened and this in the form as imposed by law or the articles of association. This convocation letter will include the agenda mentioning the date and the outcome of the previous meeting. The second general assembly will be permitted to pass valid resolutions regardless of the part of the share capital that is represented. During the two meetings the resolutions – in order to be valid – will be required to be taken with a two third majority of the votes cast by the shareholders who are either present or represented.
However, the nationality of the company must not be altered and the increase or decrease of commitments on the part of shareholders will only be decided by a unanimous vote taking into account the provisions imposed by law.
SECTION 21 – AUDITORS
The company will be supervised by one or several authorized auditors appointed by the general assembly. The general assembly will also determine their number, remuneration and the duration of their mandates which must not be in excess of three years.
SECTION 22 – FISCAL YEAR
The fiscal year will commence on 1st January and will end on 31st December of each year.
SECTION 23 – DISTRIBUTION OF PROFITS
Five percent (5%) will be taken from the annual profits for the purpose of the creation of the reserve imposed by law; this will no longer be necessary once the reserve has reached one tenth of the share capital, but will be again necessary until the reserve has been reached if at a certain time and for whatever reason the reserves were used.
The balance will be put at the disposal of the general assembly which can decide to place the balance on a reserve account, to transfer it or to distribute it amongst the shareholders.
The general assembly will be permitted to decide to add these profits and the existing reserves to the share capital and to proceed with the distribution of shares free of charge, all of this within the limits imposed by law.
The payment of dividends will take place at the times and in the places as determined by the board of directors. The company will be permitted to have the transfer of shares carried out by the liquidation body.
The dividends will be permitted to be paid in any currency determined by the board of directors. The board of directors will also be permitted to set the exchange rate against which the dividend are to converted into the currency for payment.
Within the limits set by law and according to the conditions imposed by law the company will be permitted to pay advance payments on dividends.
The share premium will be permitted to be paid to the shareholders on the basis of a resolution passed by the general assembly. The general assembly will be permitted to allocate any sum of the share premiums to the reserve imposed by law.
SECTION 24 –DISSOLUTION AND LIQUIDATION
The company will be permitted to be dissolved on the basis of a resolution passed by the general assembly
During the liquidation process the liquidation of the company will be carried out by one or several liquidators who may be either natural persons or legal entities and who have been appointed by the general assembly which will determine their powers and remuneration.
SECTION 25 – ADDITIONAL LEGISLATION
Insofar as issues not mentioned in these articles of association are concerned, the parties will refer to and comply with the provisions of the Luxembourg Act of 10th August 1915 on commercial companies and the Luxembourg Act of 24th May 2011 on the exercise of certain rights by shareholders during general assembly meetings of companies listed on the stock exchange and the amended legislation in this regard.
SECTION 26 –CHOICE OF DOMICILE AND COMPETENT COURTS
For the purpose of these articles of association every director and liquidator will choose his place of domicile at the registered office of the company where any and all notifications, writs, writs of summons and services will be received; The company will only be required to make such documents available to the addressees.
Only the courts of the court district in which the registered office of the company is located will be the competent courts to settle any and all disputes between the company and its shareholders, bond holders, directors, auditors and liquidators pertaining to the issues concerning the company and the implementation of these articles of association.
This provision will govern the procedure for the conversion of shares issued by the company into dematerialized shares and this according to the Act of 6th April 2013 on dematerialized securities.
The conversion into dematerialized shares will be obligatory and will relate to all shares issued by the company – being all nominal shares.
In application of section 8 ff. of the Act of 6th April 2013 on dematerialized securities the nominal shares will be converted no later than 1st July 2016 and this by means of registration with the securities account in the name of the holder. The holder entered into the share register will provide the company with the necessary data pertaining to his Luxembourg and foreign accounts and his securities account in order for the shares to be credited. The company will make these data available to the liquidation body and will transfer the shares to the account holder in question. The company will adjust its nominal share register.
The rights attached to nominal shares which have not been dematerialized within the term set for the obligatory conversion will be automatically suspended on the expiration date until these have been dematerialized. Payments will be suspended until the same date on condition that the payments rights have not been determined and no payment of interests has taken place.
The nominal shares of which the voting rights have been suspended will not be taken into account for the determination of the quorum and majorities during general assembly meetings. The holders of such shares will not be permitted to attend the general assembly meetings.
The nominal shares which have not been converted into dematerialized shares by 1st July 2016 will be placed on a securities account in the name of the company until the holder has made himself known and receives the registration in his name. The expenses for the opening and the ownership of the account will be borne by the company. The registration of shares with the securities account in the name of the company in application of this paragraph does not allocate rights to the holder of these shares.
The expenses for the conversion of these shares into dematerialized shares will be borne by the company.
The board of directors will have the power to decide on the implementation modalities which are necessary or useful (and which may not even be explicitly mentioned in these articles of association) and to implement these pertaining to the application of this provision according to the Act of 10th August 1915 on commercial companies as amended.