Exhibit 1.1
COMPAGNIE GENERALE DE GEOPHYSIQUE
Public Company with a Registered Capital of€ 23 361 436
ARTICLES OF ASSOCIATION
PART I
FORM — OBJECT — NAME — HEAD OFFICE — TERM
ARTICLE 1
FORM OF THE CORPORATION
A Corporation has been formed between the holders of the shares hereinafter issued and those which may be issued subsequently, which Corporation shall be governed by the laws in force and these Articles of Association.
ARTICLE 2
OBJECT
The corporate object is as follows:
Development and operation in any form and under any conditions whatsoever, of all and any business relating to the geophysical survey of the soil and subsoil in any all countries, on behalf of third parties or on its own behalf. | |
Direct or indirect participation in any business, firm or company whose object would be likely to promote the corporate object. | |
And, generally, any business, industrial, mining, financial, personal or real property operations relating directly or indirectly to the above object without limitation or reserve. |
ARTICLE 3
CORPORATE NAME
The corporate name is the following:
COMPAGNIE GENERALE DE GEOPHYSIQUE
ARTICLE 4
HEAD OFFICE
The Head Office is established at rue Léon Migaux No. 1, MASSY (Essonne), France.
It may be transferred to any other place in the same “département” (County) or to one of the adjacent “départements” by mere decision of the Board of Directors, subject to said decision being ratified by the earliest Ordinary Shareholders’ Meeting, and it may be transferred anywhere else by a decision of the Extraordinary Meeting.
Offices, agencies and branch offices may be established in any countries.
ARTICLE 5
TERM
The Corporation has been founded for a term of ninety-nine years as from the date of its final incorporation, barring cases of early winding up or further extension, as provided for in these Articles of Association.
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PART II
REGISTERED CAPITAL — SHARES
ARTICLE 6
REGISTERED CAPITAL
1. | The registered capital amounts to 23,361,436 euros divided into 11,680,718 shares of 2 euros each. |
2. | The registered capital may be increased either by the issuance of new shares or by raising the face value of existing shares. |
The new shares shall be paid up either in cash or by offsetting liquidated claims against the Corporation, or by drawing on reserves, earnings or share premiums, or by assets contributed in kind, or by conversion of debentures or bonds. | |
The new shares are issued at their face value or at face value increased by a share premium; they can be either ordinary or preferential shares enjoying some advantages over the other shares and granting priority rights on earnings or assets, or any other indirect privilege. | |
The Extraordinary Shareholders’ Meeting alone is entitled to decide an increase in capital, upon the Board of Director’s report. However, when the increase in capital is made by drawing on reserves, earnings or share premiums, the Shareholder’s Meeting deciding thereon deals with the matter under the requirements of quorum and majority of the Ordinary Shareholder’s Meetings. | |
In the event of capital increase in cash, the old capital shall first be fully paid up, and the shareholders are entitled to the preferential allotment of new stock granted to them by law. |
3. | Earnings and reserves other than the legal reserve may be assigned to amortization of the Corporation’s capital by decision of the Extraordinary Shareholder’s Meeting. Said amortization may be carried out only by equal repayment on each share of same class, and does not involve any reduction of the capital. |
4. | The Extraordinary Shareholders’ Meeting may also decide or authorize the reduction of the corporation’s registered capital for any reason and in any way whatsoever, especially by reason of losses or by means of partial refund or purchase of the shares, by reduction of their number or face value, but under no circumstances should the reduction of capital affect shareholder’s equality. |
ARTICLE 7
SHARES
1. | Fully paid up shares are either registered shares or bearer shares, at the shareholder’s option. |
They are subject to entry in an account under the terms and procedures provided by law. | |
Said account is kept by the Corporation or a representative appointed by the Corporation if securities are requested in the registered form; it is kept by an authorized trustee if securities are requested in the form of bearer shares. | |
The Corporation may at any time make use of the legal and regulatory provisions for the purpose of identifying the owners of shares granting immediately or at a later date a voting right in Shareholders’ meetings. |
2. | Share assignment is finalized through account-to-account transfer. |
Shares that are not fully paid up by the amounts due are not assignable. | |
Any shareholder holding directly or indirectly a portion amounting to 2 percent of the stock capital or a multiple of this percentage shall give notice to the Corporation of the number of shares he holds, within fifteen days of the date one of these thresholds was exceeded. In the event of failure to comply with this |
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requirement, those shares in excess of the portion that should have been declared shall be deprived of their voting right under the terms and within the limits provided by law. | |
Similarly, any shareholder whose shareholding is reduced below one of these thresholds shall give notice thereof to the Corporation within the same 15-day period. |
3. | Shares are indivisible with regard to the Corporation. Co-owners of jointly held shares are bound to have themselves represented by only one of the two shareholders or by a sole proxy; in the event of disagreement, such proxy shall be appointed by the president of the Commercial Court deciding the case in Chambers at the request of the first mover of the contending co-owners. |
The voting right is exercised by the owner of securities held in pledge or as security, i.e. by the usufructuary at the Ordinary Shareholder’s Meetings, and by the bare-owner at the Extraordinary Shareholder’s Meeting. |
4. | At the time of application, it is compulsory that shares applied for in cash be fully paid up by at least one quarter of their face value and, as the case may be, by the entire share premium. |
The share value surplus is payable from time to time, within a maximum period of five years as from the day when the increase of capital became final, at the times and under the terms specified by the Board of Directors. | |
Shareholders are given notice of calls for funds at least fifteen days before the time specified for each payment, either by registered letter sent to the shareholders or by a notice published in a legal announcement gazette of the Head Office district. | |
Sums due on the value of the shares not fully paid up yield a day-by-day interest calculated at a rate of seven percent (7%) as from the date of their failing due, without there being any need for legal action or formal summons to pay. | |
To obtain payment of the fraction of shares not fully paid up and called, the Corporation is entitled to forced execution, action for guarantee and penalties as provided by law. |
5. | Every share is entitled to a portion of earnings and ownership of the capital stock in proportion to the amount of stock it represents. |
Any shares, both old and new, are fully assimilated when they bear same bonus, provided they are of same type and of same nominal stock paid up for the same value. In the event of dividend distribution as in the event of full or part reimbursement of their nominal stock, they receive the same net value, any taxes and duties they may be liable to being evenly distributed among them. | |
Ownership of a share implies de jure adhesion to the Corporation’s Articles of Association and to the decisions of the Shareholder’s Meeting. | |
Any rights and duties attached to a share follow the share certificate and pass into the hands of the new owner, whoever he may be. | |
The heirs, assigns or creditors of a shareholder may not, for any reason whatsoever, require that seals be affixed to the Corporation’s assets or property, or demand the partition or sale by auction thereof, or meddle in any way whatsoever in the acts of its management; in order to exercise their rights, they must abide by the corporate accounts and decisions made by the Shareholders’ Meeting. | |
The shareholders are responsible for the corporation’s liabilities only up to the face value of the shares they hold. | |
Whenever it is necessary to hold several shares to exercise any right whatsoever, in the case of exchange, pooling or allotment of shares, or as a result of an increase or reduction of capital, a merger or any other transaction concerning the Corporation, the holders of isolated shares or of a number of shares less than that required, may exercise said rights, provided only they arrange to pool and, as the case may be, purchase or sell the required number of share certificates. |
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PART III
MANAGEMENT OF THE CORPORATION
ARTICLE 8
BOARD OF DIRECTORS
1. | The Corporation is managed by a Board of at least six members and at most fifteen members appointed during the Corporation’s lifetime by the Ordinary Shareholders’ Meeting, unless a decision increases this maximum to a higher number in the event of merger. |
2. | A legal entity may be duly appointed as a Director. |
When appointed, any such legal entity must appoint a permanent representative who is bound by the same conditions and duties and incurs the same liabilities just as if he were a director in his own name, without prejudice to the joint liability of the legal entity which he represents. If the legal entity dismisses its representative, it must proceed to his replacement at the same time. |
3. | In the event of vacancy by decease or by the resignation of one or several directors, the Board of Directors may — between two Shareholder’s Meetings — make temporary appointments. |
The director appointed in replacement of another director remains in office only for the term remaining to run of his predecessor’s term of office. | |
When the number of directors has fallen below the legal minimum required, the remaining directors must immediately convene the Ordinary Shareholder’s Meeting with a view to completing membership of the Board. | |
When the number of directors has fallen below the number required by the Articles of Association — without however being less than the legal minimum — the Board of Directors must proceed to make temporary appointments with a view to completing its membership within a period of three months from the day the vacancy occurred. | |
Any temporary appointments made the Board are subject to ratification by the earliest Ordinary Shareholders’ Meeting. Failing ratification, the decisions made and the acts accomplished previously by the Board shall remain nonetheless valid. |
4. | The directors are appointed for a six-year term. |
The office of a director comes to an end at the end of the Ordinary Shareholders’ Meeting deciding on the last financial statements and held within the year during which said term of office expires. | |
The Board is renewed every year by an adequate number of members so that the term of office of each director shall not exceed six years. Renewal takes place by order of seniority of appointment. | |
Directors are always eligible for re-election. | |
They may be dismissed at any time by the Ordinary Shareholders’ Meeting. |
5. | Throughout his term of office, each director must own at least one share. |
ARTICLE 9
RESOLUTIONS OF THE BOARD OF DIRECTORS
1. | From among its members, the Board of Directors elects a chairman who must be a natural person. The Board decides the amount of his compensation. |
The chairman is appointed for a period which may not exceed that of his office as a director. He is eligible for re-election. |
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The Board may dismiss him at any time. | |
The Chairman’s office comes to an end at the latest after the annual Ordinary Shareholders’ Meeting following the date on which he reaches the age of 65. However, the Board of Directors may further extend the office of the Chairman, once or several times for a total period not to exceed three years. | |
If it deems appropriate, the Board also appoints one or several vice-chairmen selected from among its members. | |
Should the Chairman, vice-chairman (or vice-chairmen) happen to be absent, the Board shall appoint, for each meeting, one of the members present to carry out the duties of chairman. | |
Furthermore, the Board appoints a Secretary, who need not be one of the shareholders. |
2. | The Board of Directors meets when convened by its Chairman or when convened by half the number of its members, as often as the corporation’s interests so require; it meets either at the head office or at any other place indicated in the convening notice. |
Any director may give — either by a letter or cable — a proxy to another director to represent him at a Board Meeting. Each director may have only one power of attorney in a single meeting. | |
The actual presence of at least half the members of the Board is required for the resolutions to be valid. | |
Resolutions are carried by a majority of votes of the members attending or represented. In case of equal voting, the Chairman of the Meeting has a casting vote. | |
An attendance book is kept which is signed by the directors participating in the meeting of the Board. | |
The directors, as well as any person likely to attend the board meetings are bound to secrecy with regard to any information of a confidential nature and supplied as such by the Chairman of the Board. |
3. | The resolutions of the Board of Directors are recorded by minutes entered in a special minute-book or on loose sheets, in accordance with regulations. |
The minutes are signed by the chairman of the meeting and by at least one director. In case of prevention of the chairman of the meeting, the minutes are signed by at least two directors. | |
Copies or abstracts of the minutes of resolutions are validly certified by the Chairman of the Board, one managing director temporarily delegated to take over the duties of chairman or an authorized representative qualified for this purpose. | |
The number of directors in office and also their presence or representation at a meeting of the Board of Directors, is adequately evidenced by the production of a copy or abstract of said minutes. |
ARTICLE 10
BOARD OF DIRECTORS POWERS —
1. | The Board of Directors is vested with the most extended powers to act in all circumstances in the corporation’s name; it exercises such powers within the limit of the corporation’s object and subject to the powers expressly attributed by law to Shareholder’s Meetings. |
Sureties, backing and guarantees given in the Corporation’s name are subject to the Board’s consent under the terms and conditions provided by law. |
2. | The Chairman of the Board assumes the Corporation’s general management under his own responsibility. He represents the Corporation in its dealings and relations with third parties. |
Subject to the powers that the law specifically grants to shareholders’ meetings as well as the powers it grants especially to the Board of Directors and within the limits of the Corporation’s object, the chairman is vested with the most extended powers to act under any circumstances in the Corporations’ name. |
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Resolutions of the Board of Directors limiting these powers may not be enforced against third parties. | |
In case of the Chairman’s decease or temporary prevention, the Board of Directors may delegate one of the directors to take over the duties of Chairman. |
3. | On the Chairman’s proposal, the Board of Directors may appoint one to five Managing Directors to assist the Chairman. The Board shall determine the Managing Directors’ compensation. |
The managing director may be dismissed at any time by the Board of Directors on the Chairman’s proposal. In case of the latter’s decease, resignation or dismissal, they keep their office and duties (unless otherwise decided by the Board) until a new Chairman is appointed. | |
In agreement with its chairman, the Board of Directors determines the scope and term of the powers delegated to the Managing Director. When a Managing Director is also a director, the term of his duties cannot exceed that of his mandate. | |
With regard to third parties, Managing Directors have the same powers as the Chairman. |
4. | The Board of Directors may confer on one or more of its members or on third parties, whether shareholders or not, any special trusts for one or several specified purposes. |
It may decide to form committees in charge of studying issues which itself or its Chairman submits to them for examination and their opinion. It specifies the membership and duties of the committees which carry on their business under its responsibility. |
5. | Deeds concerning the Corporation are signed either by the Chairman of the Board or by a Managing Director or by a special attorney. |
ARTICLE 11
BOARD MEMBERS’ COMPENSATION
The Shareholders’ Meeting may allow the Directors an annual fixed sum as attendance fees, the amount of which remains unchanged until further decision. | |
The Board allocates these attendance fees between its members in the manner it deems appropriate. |
ARTICLE 12
COVENANT BETWEEN THE CORPORATION AND ONE
1. | The covenants referred to in Section 101 of the Act of 24th July 1966 are subject to the prior consent of the Board of Directors and to approval by the Shareholders’ Meeting under the provisions of law. |
These provisions are not applicable to agreements bearing on routine transactions, which are concluded under normal conditions. |
2. | It is forbidden to directors other than legal entities to take out loans with the Corporation in any form whatsoever or to have the Corporation grant them an overdraft in current account or otherwise; it is also forbidden to have the Corporation stand surety for them or back their commitments in respect of third parties. |
The same prohibition applies to Managing Directors and to permanent representatives of legal entity-directors. It also applies to the spouses, ascendants or descendants of the persons referred to in this paragraph and also to any trustee. |
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PART IV
SHAREHOLDERS’ MEETINGS
ARTICLE 13
GENERAL RULES
1. | The shareholders meet every year at an Ordinary Shareholders’ Meeting, on the day and at the time and place indicated in the notice of convening; said meeting takes place within the first six months following the closing of the financial year, subject to the extension of this period by order of the Presiding Judge of the Commercial Court deciding on petition or request. |
The ordinary Shareholders’ Meeting may furthermore be convened extraordinarily. | |
The extraordinary Shareholders’ Meeting is convened whenever it is required to amend these Articles of Association. |
2. | The Shareholders’ Meeting is convened by the Board of Directors. |
The Board is bound to convene a Shareholder’s Meeting when requested to do so by a group of shareholders representing at least one quarter of the Corporation’s stock capital. In that case, the call should be sent out at the latest during the same month as the registered letter is sent by the shareholders wishing to convene the meeting. | |
The Shareholders’ Meeting may also be convened by the Auditors or by an attorney-in-fact appointed by the Courts in the cases provided for by law. | |
The Shareholders’ Meeting meets at the head office or at any other place as may be indicated in the notice of convening. |
3. | The Shareholders’ Meetings shall be convened under the terms and within the periods provided by law. |
4. | The agenda shall be prepared by the author of the notice of convening. However, one or more shareholders representing at least the percentage of stock capital provided for by law, are entitled to require that draft resolutions be put on the agenda under the terms provided by law. |
The meeting cannot consider a matter that has not been put on the agenda. However, it may under circumstances dismiss one or more directors and provide for their replacement. |
5. | The Board of Directors shall either send off or make available to the shareholders any documents provided by law. |
6. | The Shareholders’ Meeting is composed of all the shareholders, whatever the number of shares they hold. |
The right to attend the Meetings is subjected, for the holders of registered shares, to the registration of said shareholders in the securities ledger of the Corporation five days prior to the Meeting; for the holders of bearer shares, said right is subjected to the filing, within same period at the places shown in the notice of convening, of a certificate issued by a broker entitled thereto, stating unavailability of the shares registered in the ledger until the day of the Meeting. | |
A shareholder may have himself/ herself represented by another shareholder or by his/her spouse; for this purpose, the proxy must show proof of his/her power of attorney. | |
Any shareholder may receive the powers of attorney given by other shareholders with a view to being represented at a Meeting, without any other limits than those established by the legal provisions specifying the maximum number of votes to be used by the same person, both in his/her own name and as a proxy. | |
The legal representatives of shareholders who are disqualified by law and natural persons representing legal entities which are shareholders may attend the Meetings, whether they are themselves shareholders or not. |
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Each shareholder has as many votes as the shares he possesses or represents subject to the provisions set out below. | |
As from May 22 1997, a double voting right is allocated to all registered and fully paid-up shares registered in the name of the same holder for at least two years. | |
In the event of an increase in capital by incorporation of reserves, profits or paid in capital, this double voting right is granted as soon as they are issued, to registered shares allocated free to a shareholder at the rate of the former shares for which he benefits from this right. | |
The double voting right ceases ipso jure for any share having been subject to a conversion to the bearer or a transfer of ownership subject to exceptions provided for by law. | |
Any shareholder can vote by mail, using a form prepared and sent to the Corporation as provided by law. | |
Any voting forms received by the Corporation less than three days before the day of a Shareholders’ meeting shall not be taken into consideration. | |
Any shareholder attending a Shareholders’ Meeting will not be entitled to vote through a proxy or by mail. |
7. | The Shareholders’ Meeting is presided over by the Chairman of the Board or, in his absence, by the person or one of the persons who convened the Meeting. |
In the event a meeting has been called by the Auditors, a court-appointed proxy or the liquidators, the meeting shall be chaired by the person or one of the persons calling the meeting. | |
The duties of scrutineers are carried out by the two members of the Meeting having the largest number of voting rights and accepting said duties. | |
The officers’ committee appoints a secretary, who need not be a shareholder. | |
An attendance sheet shall be kept and initialed by the shareholders or their proxies; it shall be certified true by the members of the officers’ committee and deposited at the head office. |
8. | The resolutions of the Shareholders’ Meeting are recorded in Minutes which are signed by the members of the officers’ committee. The minutes are entered in a special minute-book or in a loose-leaf ledger or binder, in accordance with legal regulations. |
Copies or abstracts of the minutes of the Shareholders’ Meetings are validly certified true by the Chairman of the Board or by a director carrying out the duties of Managing Director. They may also be certified true by the Secretary to the Meeting. |
9. | The Shareholders’ Meeting, regularly formed, represents all the shareholders without any exception; its resolutions are binding upon all shareholders, even those who were absent, dissenting or legally disqualified. |
ARTICLE 14
ORDINARY SHAREHOLDERS’ MEETINGS
1. | In order to decide validly, the Ordinary Shareholders’ Meeting must be composed of a number of shareholders representing at least one quarter of the shares entitled to vote; failing this, the Shareholders’ Meeting shall be convened again. At such second Meeting, the resolutions are validly carried whatever the number of shareholders represented, but they may concern only matters put on the agenda of the first Meeting. |
Decisions are made by a majority of the voting rights held by the shareholders that are attending or represented. |
2. | The Ordinary Shareholders Meetings hears the reports of the Board of Directors and of the Auditors; It discusses, approves or adjusts the financial statements, determines the dividends and directors’ fees, appoints or dismisses directors and auditors, gives them full discharge for performance of their duties, ratifies |
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cooptations of directors, decides on any covenants subject to prior consent, cancels any covenants made without prior consent, grants authority to the Board of Directors for acts exceeding the powers granted to it and considers any proposals carried on its agenda that do not fall within the powers of the Extraordinary Shareholders’ Meeting. |
ARTICLE 15
EXTRAORDINARY SHAREHOLDERS’ MEETINGS
1. | Extraordinary Shareholders’ Meetings are only formed regularly and may validly proceed only as far as they are composed of a number of shareholders representing one third of the shares entitled to vote on first call, and one quarter of said shares on second call. |
Failing the latter quorum, the second meeting may be extended by maximum two months; it decides with the same quorum. | |
Decisions are made at a majority of two-thirds of the voting rights held by the shareholders that are attending or represented. | |
The Extraordinary Shareholders’ Meeting may amend the Articles of Association in all or any of their provisions, provided that they do not increase the shareholders’ liabilities, excepting the shareholders’ obligation to buy or sell fractions in the case of share pooling, increase or reduction of capital, merger or split. | |
In particular, the Extraordinary Meeting may change the Corporation’s nationality under the provisions laid down by the law, or it may change the Corporation’s life, decide its merger or split with another company or companies, wind it up before due date, transform it into a corporation of any other type under the terms and conditions provided by law. |
PART V
AUDITORS
ARTICLE 16
APPOINTMENT AND DUTIES OF THE AUDITORS
Under the provisions of law, the Ordinary Shareholders’ Meeting appoints at least two auditors and, if necessary, one or more deputy Auditors. | |
The Auditors are vested with the duties and powers conferred on them by law. | |
Their compensation is determined according to the regulations in force. |
PART VI
FINANCIAL STATEMENTS AND APPROPRIATION OR DISTRIBUTION OF EARNINGS
ARTICLE 17
FINANCIAL STATEMENTS
The Corporation’s fiscal year starts on January first and ends on December thirty-first.
At the close of every financial year, the Board of Directors draws up an inventory of the various items of assets and liabilities existing at that date.
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The Board also prepares the financial statements, including the balance sheet, profit & loss statement and a note to the financial statements and, if case may be, consolidated financial statements including a consolidated balance-sheet and profit & loss statement and a note to the financial statements.
The Board prepares a report about the Corporation’s position in the last fiscal year and, if case may be, that of the group of companies controlled by the Corporation, about their predictable development, the major events that have occurred since the closing of the fiscal year, and their research and development efforts.
Said documents are made available to the Auditors under the terms provided for by law.
In the cases provided by law, the Board shall also prepare financial management documents that are to be analyzed in reports about the Corporation’s development.
ARTICLE 18
EARNINGS
Out of the earnings of the fiscal year, reduced if necessary by previous losses, at least five percent shall be first appropriated to form the reserve fund required by law, until said reserve fund has reached one tenth of the stock capital.
The balance, increased by retained earnings, if any, forms the distributable earnings.
Any amounts that the Shareholders’ Meeting would decide, either on proposal by the Board or by its own decision, to allocate to one or more general or special reserve funds or to carry forward, shall be withdrawn from said earnings.
The balance shall be distributed among the shareholders as a dividend.
The terms and conditions for the payment of dividends are determined by the Shareholders’ Meeting or, failing such, by the Board of Directors.
The Shareholders’ meeting deciding on the financial statements is entitled to give each shareholder, for the dividend or part of the dividend to be distributed or for any advance payments on a dividend, the choice between payment of the dividend in cash or in stock.
PART VII
WINDING UP — LIQUIDATION — DISPUTES
ARTICLE 19
WINDING UP — LIQUIDATION
On the expiry of the term provided for by the Articles of Association, or in case of early winding-up for any reason whatsoever, the Shareholders’ Meeting or, if case may be, the Commercial Court, specifies the liquidation procedure, appoints one or more liquidators and specifies their powers.
Subject to the restrictions provided by Law, the Liquidators have the most extensive powers for the purpose of realizing, even by amicable agreement, all of the Corporation’s assets and wiping out its liabilities. On grounds of a resolution of the Extraordinary Shareholders’ Meeting, they may make contribution or agree to the transfer of the whole of the property and assets, rights, shares and bonds of the liquidated corporation.
The net proceeds of liquidation after settlement of liabilities shall be used to entirely reimburse the stock capital fully paid up and not redeemed, any surplus being distributed either in cash or securities among the shareholders.
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ARTICLE 20
DISPUTES
Any disputes likely to arise during the lifetime of the Corporation or during its liquidation, either between the shareholders and the Corporation or among the shareholders themselves, in relation to, or on account of corporate affairs, are referred to the jurisdiction of the Competent Courts in the judicial area of the Corporate Head Office.
To this effect, in case of dispute, each shareholder shall elect domicile within the judicial area of the aforementioned Courts, and any and all summons or notices will be validly and regularly served to this domicile.
Failing election of domicile, all and any summons or notices shall be validly served to the office of the Public Prosecutor (District Attorney) attached to the District Court (“Tribunal de Grande Instance”) of the place of the Corporate Head Office.
Updated September 30, 2001
Certified true copy, | |
Michel PONTHUS | |
Secretary |
This document is a fair and accurate translation of the French language original.
/s/ Michel Ponthus | |
Michel Ponthus | |
Secretary | |
May 3, 2002 |
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