Exhibit 3.21
PHIBRO ANIMAL HEALTH
SOCIETE ANONYME
RUE DE L'INSTITUT 87A
1330 RIXENSART
RPR NIVELLES 0472931319
COORDINATED VERSION OF THE ARTICLES OF ASSOCIATION
AFTER THE AMENDMENTS MADE ON 17 NOVEMBER 2003
CHAPTER I. NAME - REGISTERED OFFICE - PURPOSE - TERM
ARTICLE 1
LEGAL FORM - NAME
The company is constituted as a public limited liability company (Naamloze
Vennootschap/Societe Anonyme). Its name is "PHIBRO ANIMAL HEALTH".
ARTICLE 2
REGISTERED OFFICE
The registered office of the company is situated at rue de l'Institut 87a, 1330
Rixensart.
It may be transferred to any other place in Belgium by decision of the board of
directors, subject to the application of the laws on the use of languages.
The company may, by decision of the board of directors, establish administrative
offices and operating offices, subsidiaries, branches and warehouses in Belgium
or abroad.
ARTICLE 3
PURPOSE
The Company's object is, in Belgium and abroad, in its own name or in the name
of third parties, for its own account or for the account of third parties, the
fabrication, distribution and sale of medical additive products for the
alimentation of animals.
In respect thereof, the Company may co-operate with, participate in, or hold
interests in other companies, directly or indirectly in any way whatsoever.
The Company may grant security to secure its own obligations or to secure
obligations of third parties, including the companies that are part of the group
of which the company forms part, by amongst other things mortgage or pledge its
goods, including the own business.
The Company may in general carry out all commercial, industrial, financial,
movable and immovable transactions directly or indirectly related to its object
or that would be likely to facilitate the achievement thereof
ARTICLE 4
TERM
The company is incorporated for an indefinite term.
CHAPTER II. CAPITAL - SHARES - BONDS
ARTICLE 5
COMPANY'S CAPITAL
The share capital amounts to sixty-one thousand five hundred and three Euros and
50 cent (EUR 61,503.50).
It is represented by two thousand four hundred eighty one (2,481) shares,
without nominal value.
ARTICLE 6
CAPITAL INCREASE BY CONTRIBUTION IN CASH
In case of a capital increase the new shares to be subscribed in cash must first
be offered to the existing shareholders, pro rata to the part of the capital
constituted by their shares.
The preferential subscription right may be exercised during a period of not less
than fifteen days from the date on which the subscription is opened. Such period
shall be determined by the general meeting.
The issue with preferential subscription right and the time period within which
it may be exercised shall be announced in accordance with Article 593 of the
Company Code.
The subscription rights shall be negotiable during the entire subscription.
After expiration of the period in which the subscription rights may be
exercised, provided that no public offer to investors was made, the board of
directors shall have the right to decide whether third parties may take part in
the capital increase or whether the fact that shareholders did not or only
partially use their preferential subscription right, has as consequence that the
proportional part of the shareholders who already used their right to subscribe
shall be increased. The board of directors also determines the modalities for
the next subscription.
The general meeting may restrict or cancel the preferential subscription right
in the interest of the company, respecting the quorum and majority requirements
for modifications of the article of association.
In that event a proposal to this effect must be specified in the notice and the
board of directors and the statutory auditor or, in his absence, an auditor or
an accountant registered on the Roll of Practising Accountants of the Institute
of Accountants and appointed by the board of directors, must make the reports
provided in Article 596 of the Company Code. These reports shall be mentioned in
the agenda and shall be communicated to the shareholders.
In the event of a restriction or cancellation of the preferential subscription
right the general meeting may provide that when allocating the newly issued
priority shall be given to the existing shareholders in which event the
subscription term must amount to ten days.
When the preferential subscription right is restricted or cancelled in favour of
one or more particular persons who are not employees of the company or of one of
its subsidiaries the conditions set forth in Article 598 of the Company Code
must be respected.
ARTICLE 7
CAPITAL INCREASE BY CONTRIBUTION IN KIND
In the event that a capital increase includes any contribution in kind, the
statutory auditor or, in his absence, an auditor to be appointed by the board of
directors, shall prior thereto make a report in respect thereof. In a special
report to which the report of the auditor is attached, the board of directors
shall explain why both the contribution and the proposed capital increase are
important for the company and, if applicable, also why the conclusions of the
appended report are not followed.
Notwithstanding Article 586, second paragraph, of the Company Code the shares
entirely or partially corresponding to a contribution in kind, must be paid up
immediately.
ARTICLE 8
CALLING UP ON SHARES
Payments on not fully paid-up shares must occur at the place and on the date set
by the board of directors which is solely competent in this matter; the
membership rights attached to these shares shall be suspended until the
payments, duly called and due, have been made.
After due notice has been given by registered letter which has remained
unanswered for one month, the board of directors may revoke the shareholder's
rights and sell those shares which have not been fully paid up, either directly
to the other shareholders, or through the intermediary of a stock trading
company. In this case the price of the transfer is calculated on the basis of
the net assets of the company as they appear on the last balance sheet approved
by the shareholders. Payments must be made according to the conditions
established by the board of directors.
ARTICLE 9
NATURE OF THE SHARES
All the shares are and shall remain registered shares.
Title to a registered share shall be proved by the registration in the register
of shares. Any transfer of shares shall only be effective after registration in
the register of shares of the
declaration of transfer, which shall be dated and signed by the transferor and
the transferee, or their representatives, or after complying with the
formalities required by the law in respect of the assignment of receivables.
If the share belongs to bare owners and usufructuaries, all the rights related
to the shares, including the voting right, will be exercised by the
usufructuaries.
ARTICLE 10
TRANSFER OF SHARES , CONVERTIBLE BONDS AND WARRANTS
Transfer of shares is not subject to any restrictions.
This rule is also applicable to all shares of the company as well as to all
possible convertible bonds and warrants issued by the company.
ARTICLE 11
BUY-IN OF OWN SHARES
With respect of the articles of the Company Code, the company can acquire its
own shares or certificates.
ARTICLE 12
NON-VOTING SHARES
In accordance with Articles 480, 481 and 482 of the Company Code the company may
proceed to the creation of shares without voting rights, provided that the
formalities which apply for modifications of the articles of association are
respected.
ARTICLE 13
BONDS, WARRANTS AND CERTIFICATES
The company may at any time issue bonds upon decision by the board of directors.
However, issuance of bonds convertible into shares or warrants may only be
authorised by the general meeting deliberating according to the formalities
which apply for modifications of the articles of association.
The company can, in its own interest, grant co-operation to a third party for
issuing by this third party of certificates representing the shares of the
company in accordance with Article 503 of the Company Code. The company can
decide to take at his charge the costs related to issuing certificates and to
the incorporation and the work of the entity issuing the certificates. The
holders of the certificates, the entity issuing them or third parties can only
invoke the co-operation of the company for issuing certificates if the company
has confirmed its co-operation in writing to the issuing entity. The entity
issuing the certificates regarding registered shares has to identify itself as
such to the company. The company notes this in the register of shares.
CHAPTER III. MANAGEMENT AND SUPERVISION
ARTICLE 14
COMPOSITION OF THE BOARD OF DIRECTORS
The company is managed by a board of at least three directors, natural or legal
persons (bodies corporate), who need not be shareholders, appointed by the
general meeting of shareholders for a maximum term of six years, and which may
be revoked by the latter at all times. If on a general meeting of shareholders
it has been determined that the company has only two shareholders, the board of
directors may be composed of two directors until the general meeting of
shareholders following the determination, which may be done by all means, that
there are more than two shareholders. In the case that the board of directors is
composed of two members, the provision - mentioned in article 15 of these
articles of association - pursuant to which the chairman of the board of
directors has a decisive vote has no effect.
In case a legal person is appointed director, it is obliged to appoint a
permanent representative-individual amongst its partners, managers, directors or
employees who will take care of the director's activities in the name and for
the account of the legal person
Regarding the appointment and the dismissal of the permanent representative the
same rules regarding the publication apply as if it would do this activities in
its own name and for its own account.
The directors can be re-elected.
The outgoing director remains in function as long as the general meeting does
not appoint a new director, for any reason whatsoever.
In case of an early vacancy within the board of directors, for any reason
whatsoever, the remaining directors are entitled to provisionally appoint a new
director until the general meeting appoints a new director. The appointment is
put on the agenda of the first coming general meeting.
The board of directors appoints a chairman from among its members. Failing
appointment or in the event of absence the chairmanship shall be assumed by the
oldest among the directors present.
ARTICLE 15
MEETINGS - DELIBERATIONS AND RESOLUTIONS
A meeting of the board of directors is called by the chairman, a managing
director or two directors, at least three days before the date of the meeting.
The notice is validly done by letter, air mail, fax or e-mail.
The director who attends the meeting or is represented there shall be considered
as having received due notice. A director can also waive his right to plead the
lack of notice or any irregularity in the notice, before or after the meeting
which he did not attend.
The meetings of the board of directors shall be held in Belgium or abroad, at
the place indicated in the notice.
Any director can, by means of a document carrying his signature (including a
digital signature as mentioned in article 1322 paragraph 2 of the Civil Code) of
which notice is give either in writing, by fax or e-mail or any other means of
communication mentioned in article 2281 of the Civil Code give power to another
member of the board to represent him at a specific meeting. A director can
represent more than one co-director and can cast, together with his own vote, as
many votes as he received powers.
Except in the event of force majeure the board of directors can only validly
deliberate and decide if at least fifty percent of its members are present or
represented. Should this condition not be met a new meeting must be called which
shall validly deliberate and decide on the items on the agenda of the previous
meeting if at least two directors are present or represented.
The board of directors can deliberate by way of telephone or video conference.
Every decision of the board shall be made by a simple majority of the votes of
the directors present or represented, and in the event of abstention of one or
more among them, by the majority of the other directors.
In the event of equality of votes the vote of the person chairing the meeting
will be decisive.
In exceptional cases when the urgent necessity and the interest of the company
require so, the decisions of the board of directors can be taken by unanimous
written agreement of the directors. This procedure can not be applied to
determine the annual accounts or the use of the authorised capital.
Without prejudice to the exceptions mentioned in the Company Code, a director,
who has directly or indirectly a financial interest conflicting with a decision
or transaction of the board of directors, must inform the other directors
thereof before the board of directors decide and the board of directors and the
company must comply Article 523 of the Company Code.
The decisions of the board of directors are recorded in minutes which shall be
signed by the chairman, the secretary and the members who wish to do so. These
minutes shall be inserted in a special register. The powers are attached to the
minutes of the meeting for which they are granted.
Copies and extracts to be produced in court or elsewhere, shall be validly
signed by the chairman, the managing director or by two directors.
ARTICLE 16
AUTHORITY OF THE BOARD OF DIRECTORS
Section 1 Generally
The board of directors shall have the broadest competence to perform all acts
which are necessary or useful for the realisation of the corporate purpose, with
the exception of those reserved to the general meeting by the law.
Section 2 Advisory committees
The board may nominate under its responsibility one or more advisory committees.
It will determine their composition and mission.
Section 3 Daily management
The board may delegate the daily management of the company, the management of
one or more branches of its activities or the execution of the decisions of the
board to one or more directors, managers or proxy holders, who need not be
shareholders.
The board, and, in respect of the daily management, the persons in charge of the
daily management may also delegate special powers to one or more persons of
their choice.
Section 4. Management committee
Pursuant to Article 524bis of the Company Code, the board of directors may
delegate his management competence to a management committee, provided that the
transfer of those management competence does not concern the transfer of the
general management of the company or does not involve the transfer of
competences which, according to other legal provisions, are reserved to the
board of directors.
The requirements regarding the designation of the members of the management
committee, their dismissal, their remuneration, the term of their appointment
and the procedure of the management committee shall be determined by the board
of directors.
The board of directors shall be charged with the control of the management
committee.
If a member of the management committee has a direct or indirect personal and
conflicting interest of financial nature in a decision or transaction within the
authority of the management committee,
he must so notify the other members prior to a decision by the management
committee. Furthermore the provisions of Article 524ter of the Company Code must
be taken into consideration.
ARTICLE 17
REPRESENTATION OF THE COMPANY
The company is validly represented towards third parties, before the courts and
in official deeds, including those for which the intervention of a civil servant
or a notary is required, by the chairman of the board of directors alone, by two
directors acting jointly and, within the limits of the daily management, by the
managing directors for the daily management alone.
Moreover, within the framework of their mandate, it is validly represented by
special proxyholders.
In addition, the company may be represented abroad by any person expressly
appointed for this purpose by the board of directors.
ARTICLE 18
EXPENSES OF DIRECTORS
The normal and justified expenses and costs which the directors can claim as
having been made in the exercise of their function shall be compensated and be
charged to general costs.
ARTICLE 19
CONTROL
The control of the financial situation, the annual accounts and the regularity
of the transactions to be reported on in the annual accounts is conferred to one
or more statutory auditors. The statutory auditors are appointed by the general
meeting of shareholders from among the members, natural persons or bodies
corporate, of the Institute of Chartered Accountants. They have the title of
auditors. The statutory auditors shall be appointed for a renewable term of
three years. The general meeting can only dismiss them for legal reasons, at the
risk of liability for damages.
However, as long as the company can benefit from the exceptions provided in
Article 141, 2(degree) of the Company Code, every shareholder has, according to
Article 166 of the Company Code, the individual right of investigation and
control which are vested in a statutory auditor.
Nevertheless the general meeting of shareholders shall at all times have the
right to appoint an auditor, irrespective of legal criteria. In the event that
no auditor is appointed, every shareholder may appoint an accountant to
represent him. The remuneration of such accountant is payable by the company if
he is appointed with its approval, or if this remuneration is charged to it by
virtue of a judicial decision. In these cases the remarks of the accountant are
communicated to the company.
CHAPTER IV. GENERAL MEETINGS OF SHAREHOLDERS
ARTICLE 20
DATE
The annual meeting shall be held on the third Tuesday of November at 10.00.
Should this day be a legal holiday, the meeting will take place on the next
working day.
If the procedure of written decision making mentioned in article 33 of these
articles of association is applied, the company needs to receive the letter
mentioning the agenda and the propositions of the decisions to be taken at the
latest on the day of the annual meeting as prescribed in these articles of
association, signed and approved by all shareholders.
Extraordinary or special general meetings of shareholders may be called each
time the company's interests requires so.
These general meetings of shareholders may be called by the board of directors
or by the statutory auditors and must be called at the request of the
shareholders representing one/fifth of the company's capital. The general
meetings of shareholders shall be held at the registered office of the company
or in any other place communicated in the notice or otherwise.
ARTICLE 2
NOTICES
The notices to convene a general meeting shall contain the agenda and is given
by registered letter sent to the holders of registered shares, the directors,
statutory auditors, the holders of registered bonds and warrants and the holders
of registered certificates issued in cooperation with the company, 15 days
before the meeting.
The persons who need to be called to a general meeting pursuant to the Company
Code and who attend the meeting or are represented thereon shall be considered
as having received due notice. The above mentioned persons can also waive their
right to plead lack of notice or any irregularity in the notice, before or after
a meeting which they did not attend.
ARTICLE 22
DISPOSAL OF DOCUMENTS
Together with the notice, a copy of the documents which mandatory must be
provided pursuant to the Company Code is sent to the holders of registered
shares, the directors and (if applicable) the statutory auditors.
A copy of these documents is also immediately sent to the persons who have
fulfilled the formalities to be admitted to the meeting as described in the
articles of association at the latest seven days before the meeting. The persons
who have fulfilled these formalities after this date will receive a copy of
these documents on the general meeting.
As of fifteen days before the general meeting and on submission of his financial
instrument, each holder of shares, bonds, warrants or holder of a certificate
issued in cooperation with the company can obtain a free copy of these documents
at the registered office of the company.
In case the procedure of written decision-making mentioned in article 33 of
these articles of association has been chosen, the board of directors will send
copy of the documents which need to be sent according to the Company Code to the
persons holding registered shares and to the statutory auditors together with
the aforementioned notice.
Every person holding warrants or certificates issued in co-operation with the
company can, upon production of his stock, obtain a free copy of these documents
as of fifteen days before the general shareholders' meeting.
ARTICLE 23
DEPOSIT OF SHARES
To be admitted to the general meeting each owner of shares must, if this is
required in the notice, at least three days before the date set for the meeting
make known in written to the board of directors of his intention to participate
in the meeting, or else deposit his certificates for registered shares, at the
office or with an institution indicated thereto in the notice.
If the board of directors requires so in the notice, the holders of
dematerialised shares must within the same period dispose an acknowledgement of
non-disposability drafted by the accepted account holder or by the liquidation
institution at the place, indicated in the notice.
The holder of bonds, warrants and certificates which have been issued with the
collaboration of the company may attend the general meeting, but only with
advisory power, with obedience of the conditions of admission for the
shareholders.
For the application of this article, Saturdays, Sundays and legal holidays are
not considered to be working days.
ARTICLE 24
REPRESENTATION
Each shareholder may be represented at the general meeting of shareholders by a
proxyholder, who needs not to be a shareholder. The proxies need to be signed
(including a digital signature as provided for by article 1322, paragraph 2 of
the Civil Code).
The proxies may be given in writing, by telegram, e-mail or any other means
mentioned in article 2281 of the Civil Code and shall be deposited at the bureau
of the meeting. Moreover, the board of directors can demand that they are
deposited at a place indicated by it three working days before the general
shareholders' meeting.
For the purpose of this Article Saturdays, Sundays and legal holidays are not
considered to be working days.
ARTICLE 25
ATTENDANCE LIST
The shareholders or their proxy holders are obliged, before being admitted to
the meeting, to sign the attendance list indicating the surname, first name(s)
and residence or the name and registered office of the shareholders and the
number of shares they represent.
ARTICLE 26
COMPOSITION OF THE BUREAU - MINUTES
The general meetings of shareholders shall be chaired by the chairman of the
board of directors or, in the latter's absence, by his substitute or by a member
of the meeting appointed by the meeting. The chairman of the meeting appoints
the secretary. Should the number of persons attending allow this, the meeting
will appoint two vote counters upon proposal of the chairman. The minutes of the
general meetings of shareholders shall be signed by the members of the bureau
and the shareholders who wish to do so. These minutes shall be kept in a special
register.
ARTICLE 27
DUTY TO REPLY BY DIRECTORS AND STATUTORY AUDITORS
The directors reply to the questions submitted to them by the shareholders in
connection with their report or with the items on the agenda provided that the
communications of figures and facts will not prejudice seriously the company,
the shareholders or the employees of the company.
The statutory auditors reply to the questions submitted to them by the
shareholders in connection with their report.
ARTICLE 28
ADJOURNMENT OF THE ANNUAL SHAREHOLDERS' MEETING
The board of directors has the right to adjourn the decision of the general
shareholders' meeting as mentioned in article 20 of these articles of
association regarding the approval of the annual accounts for three weeks. This
adjournment does not affect any other decision taken, except if the general
shareholders' meeting decides otherwise in this regard.
The board of directors needs to re-convoke the general shareholders' meeting,
with the same agenda, within a period of three weeks.
The formalities that need to be satisfied to attend the first meeting, including
the possible deposit of stocks or proxies remain valid for the second meeting.
New depositions will be allowed within the terms and under the same conditions
as mentioned in the articles of association.
The adjournment can only take place once. The second general shareholders'
meeting definitively decides about the adjourned items of the agenda.
ARTICLE 29
DELIBERATION - QUORUM REQUIREMENTS
No meeting can deliberate on items which are not included on the agenda, unless
all shares are present at the meeting and the decisions are taken by unanimous
votes.
The general meeting of shareholders can validly deliberate, irrespective of the
number of shares present or represented, except in the cases where the law
specifies a certain quorum of attendance.
ARTICLE 30
VOTING RIGHTS
Each share carries one vote.
The voting takes place by show of hands or by call-out of names unless the
general shareholders' meeting decides otherwise by simple majority of votes.
Each shareholder can also vote by letter by way of a form drafted by the board
of directors, containing the following mentions: (i) identification of the
shareholder, (ii) number of votes he is entitled to and (iii) for any decision
that needs to be taken by the general shareholders' meeting according to its
agenda the notion "yes", "no" or "abstention". The shareholder voting by letter
is obliged to satisfy the formalities necessary to be allowed to participate to
the general shareholders' meeting according to article 23 of these articles of
association.
ARTICLE 31
MAJORITY
Except in the cases provided for by law, the decisions are taken by the majority
of votes taking part at the voting, irrespective of the number of shares present
at the meeting. An abstention shall be considered as a negative vote.
ARTICLE 32
EXTRAORDINARY GENERAL MEETINGS
In the event the meeting of shareholders must decide on:
- -a modification of the articles of association;
- -an increase or decrease of the company's capital;
- -the issuance of shares below par value;
- -the cancellation or restriction of the preferential subscription right;
- -the issuance of convertible bonds or warrants;
- -the dissolution of the company;
The purpose of the decision to be taken must be specifically mentioned in the
notice for the meeting and at least fifty percent of the shares representing the
entire capital must be represented at the meeting. If this latter condition is
not met, a new meeting must be called, which shall validly decide on these
issues, irrespective of the number of shares represented.
The decisions on the above mentioned subjects shall only be validly taken at a
majority of three quarters of the votes participating in the voting. An
abstention shall be considered as a negative vote. This article is without
prejudice to the other requirements of majority provided for by the Company Code
in relation to the modification of the company's purpose, the purchase, pledging
or alienation by the company of its own shares, the transformation of the
company into a company with another legal form and the dissolution of the
company in the event its net assets amount to less than one quarter of the
capital as a result of its losses.
ARTICLE 33
WRITTEN DECISION-MAKING
Except for the decisions that need to be taken before Notary Public, the
shareholders can decide unanimously and in writing on all issues for which the
general shareholders' meeting is competent.
For this purpose, the board of directors will send a letter, by mail, fax,
e-mail or any other means of communication to all shareholders and statutory
auditors, mentioning the agenda and the propositions of the decisions to be
taken, with request to the shareholders to approve the propositions and to send
the letter back to the seat of the company or any other place mentioned in the
letter, duly signed and within the term mentioned in the letter.
If the approval of all shareholders regarding the items of the agenda and
regarding the procedure in writing is not received within this period, the
decisions are deemed not to be taken.
The persons holding bonds or registered warrants, as well as the persons holding
registered certificates issued with co-operation of the company, have the right
to take note of the decisions take at the seat of the company.
ARTICLE 34
COPIES AND EXTRACTS FROM MINUTES
Copies and/or extracts of the minutes of the general meetings to be supplied to
third parties are signed by the chairman of the board of directors, by a
managing director or by two directors. They must stipulate under their signature
their title.
CHAPTER V. ACCOUNTING YEAR - ANNUAL ACCOUNTS - DIVIDENDS - DISTRIBUTION OF
PROFITS
ARTICLE 35
ACCOUNTING YEAR - ANNUAL ACCOUNTS - ANNUAL REPORT
The accounting year starts on 1 July and shall end on 30 June of the following
year.
At the end of each accounting year the board of directors draws up an inventory
and the annual accounts which consist of the balance sheet, the profit and loss
statement and the comments. These documents shall be drawn up in conformity with
the law and shall be filed with the National Bank of Belgium.
The annual accounts shall, in view of their publication, be validly signed by a
director or by a person in charge of the daily management or a person expressly
authorised for this purpose by the board of directors.
In addition the directors will draft each year a report according to Articles 95
and 96 of the Company Code. However, the directors are not required to draft an
annual report as long as the company meets the conditions set by Article 94 of
the Company Code
ARTICLE 36
DISTRIBUTION OF PROFITS
From the net profits of the company at least five percent (5%) shall be set
aside each year to constitute the legal reserve. Such deduction shall no longer
be required as soon as this legal reserve reaches one tenth of the share
capital.
Upon proposal of the board of directors the general meeting shall decide on the
allocation of the balance of the net profits.
ARTICLE 37
DISTRIBUTION
The distribution of dividends decided by the general meeting takes place on the
dates and places determined by the latter or by the board of directors.
Dividends not collected become prescribed after five years.
ARTICLE 38
INTERIM DIVIDENDS
The board of directors has the power to distribute an interim dividend on the
profits of the accounting year, subject to compliance with the provisions of
Article 618 of the Company Code.
ARTICLE 39
PROHIBITED DISTRIBUTION
Any distribution of dividends made in violation of the law must be reimbursed by
the shareholder who received it, if the company proves that the shareholder knew
that the payment was in violation of the regulations or could not be ignorant
thereof in view of the circumstances.
CHAPTER VI. DISSOLUTION AND LIQUIDATION
ARTICLE 40
LOSSES
a) If, as a result of losses suffered, the net assets have decreased to
less than fifty percent of the corporate capital, the general meeting
must meet within a period of maximum two months following the date on
which such loss is or should have been established by virtue of legal
or statutory provisions, in order to, as the case may be, deliberate
and decide on the dissolution of the company and possibly on other
measures announced in the agenda, according to the formalities which
apply for modifications of the articles of association. The board of
directors justifies its proposals in a special report which shall be
made available to the shareholders at the registered office of the
company fifteen days before the general meeting.
b) If, as a result of losses suffered, the net assets have decreased to
less than one fourth of the share capital, the dissolution of the
company may be pronounced when it is approved by one/fourth of the
votes cast at the meeting.
c) If the net assets have decreased below the legal minimum amount set out
in Article 439 of the Company Code, each interested party may request
the dissolution of the company before the court. If the case arises,
the court may grant the company a period of time during which it must
regularise its situation.
ARTICLE 41
DISSOLUTION AND LIQUIDATION
If the company is dissolved one or more liquidators shall be appointed by the
general meeting. If no decision has been taken on this subject the directors are
legally considered to be the liquidators, not only for the purpose of receiving
notices and notifications, but also for actually liquidating the company, and
not only vis-a-vis third parties, but also vis-a-vis the shareholders. They
dispose of the powers set forth in Articles 186 and 187 of the Company Code,
without further authorization by the general meeting. However, the general
meeting may at all times restrict these powers by simple majority.
All assets of the company must be sold unless the general meeting decides
otherwise.
If not all the shares have been paid up to the same extent, the liquidators
restore the balance, either by making additional calls, or by making prior
payments.
ARTICLE 42
JOINING OF ALL SHARES IN ONE HAND
The fact that all shares are joined in one single hand does not cause a judicial
dissolution or a dissolution in justice. If within one year no new shareholder
has entered the company or it is not validly transmitted in a limited liability
company or dissolved, the single shareholder is deemed severally liable for all
obligations of the company originated after the joining of all shares in his
hand until a new shareholder has entered the company or until the announcement
of the transmission into a limited liability company or of its dissolution.
The fact that all shares are joined in one hand, as well as the identity of the
single shareholder need to be mentioned in the company file held at the
commercial court competent for the area where the company is located.
The single shareholder exercises the powers of the general shareholders'
meeting. He can transfer these powers. The decisions of the single shareholder
acting on behalf of the general shareholders meeting are mentioned in the
register kept at the seat of the company.
The agreements between the single shareholder and the company are inscribed in a
document that needs to be deposited together with the annual accounts, unless it
concerns current transactions taken place under normal circumstances.
CHAPTER VII. GENERAL PROVISIONS
ARTICLE 43
ELECTION OF DOMICILE
Every director and liquidator of the company residing abroad is deemed, for the
duration of his function, to have elected domicile at the registered office of
the company where all communications, notifications and summonses can be validly
served.
The holders of registered shares must inform the company of any change of
address. Failing notification they are deemed having elected domicile at their
previous address.
ARTICLE 44
DEMATERIALISED STOCKS
The provision in these articles of association regarding dematerialised stocks
will become applicable as soon as the Royal Decrees concerned become applicable.