Articles of Association

Restated articles of association of the Company

RESTATED ARTICLES OF ASSOCIATION

ECM REAL ESTATE INVESTMENTS A.G.

Société anonyme

Registered office: 9, rue du Laboratoire, L-1911 Luxembourg

RCS Luxembourg: B-65.153

(the “Company”)

CHAPTER I.‑ FORM, CORPORATE NAME, REGISTERED OFFICE, OBJECT, DURATION

Article 1. Form, Corporate name

 There is established a company (the "Company") in the form of a public limited company ("société anonyme”) which is governed by the laws of the Grand Duchy of Luxembourg (the “Laws”) and by the present articles of association (the "Articles of Association").

The Company exists under the corporate name of “ECM REAL ESTATE INVESTMENTS A.G.”

Article 2. Registered Office

The Company has its registered office in the municipality of Luxembourg.

The registered office may be transferred to any other place within the municipality of Luxembourg by a resolution of the Board of Directors.

Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by resolution of the Board of Directors.

In the event that, in the view of the Board of Directors, extraordinary political, economic or social developments occur or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communications with such office or between such office and persons abroad, the Company may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances. Such temporary measures will have no effect on the nationality of the Company, which, notwithstanding the temporary transfer of the registered office, will remain a company governed by the Laws. Such temporary measures will be taken and notified to any interested parties by the Board of Directors.

Article 3. Object

The purposes for which the Company is formed are all transactions pertaining directly or indirectly to the taking of participating interests in any enterprises in whatever form, as well as the administration, the management, the control and the development of such participating interests. The Company may particularly use its funds for the setting-up, the management, the development and the disposal of a portfolio consisting of any securities and patents of whatever origin, participate in the creation, the development and the control of any enterprise, acquire by way of contribution, subscription, underwriting or by option to purchase and any other way whatever, any type of securities and patents, realise them by way of sale, transfer, exchange or otherwise, have developed these securities and patents.

The Company may borrow in any form whatever. The Company may grant to the companies of the group or to its shareholders, any support, loans, advances or guarantees, within the limits of the law of August 10, 1915.

The Company may take any measure to safeguard its rights and make any transactions whatsoever which are directly or indirectly connected with its purposes and which are liable to promote their development or extension.

Article 4. Duration

The Company is formed for an unlimited duration.

CHAPTER II.‑ CAPITAL, SHARES

Article   5. Issued capital, authorised capital

The issued capital of the Company is fixed at eleven million six hundred seventy-five thousand seven hundred fifty-six euro and forty cents (EUR 11,675,756.40) divided into six million eight hundred sixty-eight thousand ninety-two (6,868,092) shares with a nominal value of one euro and seventy cents (EUR 1,70) each.

In addition to the issued capital, there exists an authorised capital which is set at twenty three million eight hundred thousand euro (EUR 23,800,000) to be divided into fourteen million (14,000,000)  shares with a nominal value of one euro and seventy cents (EUR 1.70) each.

The Board of Directors is authorised and empowered within the limits of the authorised capital to (i) realise any increase of the corporate capital in one or several successive tranches, following, as the case may be, the exercise of the subscription and/or conversion rights granted by the Board of Directors within the limits of the authorised capital under the terms and conditions of warrants (which may be separate or attached to shares, bonds, notes or similar instruments), convertible bonds, notes or similar instruments issued from time to time by the Company, by the issuing of new shares, with or without share premium, against payment in cash or in kind, by conversion of claims on the Company or in any other manner; (ii) determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the subscription of and paying up on the new shares; and (iii) remove or limit the preferential subscription right of the then existing shareholders of the Company in case of issue under the authorised capital and it may be renewed by a resolution of the general meeting of shareholders adopted in compliance with the quorum and majority rules set by these Articles of Association or, as the case may be, by the Laws for any amendment of these Articles of Association.

The Board of Directors may delegate to any duly authorized person, the duties of accepting subscriptions and receiving payment for shares representing part or all of the issue of new shares under the authorised capital.

Following each increase of the issued capital within the limits of the authorised capital, realized and duly stated in the form provided for by the Laws, this article will be modified so as to reflect the actual increase. Such modification will be recorded in authentic form by the Board of Directors or by any person duly authorized and empowered by the Board of Directors for this purpose.

In addition to the issued capital, there may be set up a premium account into which any premium paid on any share in addition to its nominal value is transferred. The amount of the premium account may be used to provide for the payment of any shares which the Company may repurchase from its shareholders, to offset any net realised losses, to make distributions to the shareholders in the form of a dividend or to allocate funds to the legal reserve.

Article 6. Form of Shares – Shareholder rights

The shares will be in the form of registered shares.

The shares are freely transferable.

With respect to the registered shares, a shareholders' register which may be examined by any shareholder will be kept at the registered office. The register will contain the precise designation of each shareholder and the indication of the number and class of shares held, the indication of the payments made on the shares as well as the transfers of shares and the dates thereof. Ownership of the registered shares will result from the recordings in the shareholders' register. Certificates reflecting the recordings in the shareholders register will be delivered to the shareholders. The Company may issue multiple registered share certificates.   

Any transfer of registered shares will be registered in the shareholders register by a declaration of transfer entered into the shareholders' register, dated and signed by the transferor and the transferee or by their representative(s) as well as in accordance with the rules on the transfer of claims laid down in article 1690 of the Luxembourg Civil Code. Furthermore, the Company may accept and enter into the shareholders' register any transfer referred to in any correspondence or other document recording the consent of the transferor and the transferee.

The rights and obligations attached to the shares shall be identical except to the extent otherwise provided by the Articles of Association or by the Laws.

Shares may be held directly or with a broker, bank, custodian, dealer or other qualified intermediary, which will hold them through a securities settlement system either directly as a participant of such system or indirectly through such a participant.

Ownership of a share carries implicit acceptance of the Articles of Association and the resolutions adopted by the general meeting of shareholders.

Article 7. Increase and reduction of capital

Unless otherwise provided in these Articles of Association and without prejudice to the provisions of Article 5, the issued and/or authorized capital of the Company may be increased or reduced one or several times by a resolution of the general meeting of shareholders adopted in compliance with the quorum and majority rules set by these Articles of Association or, as the case may be, by the Laws for any amendment of these Articles of Association.

Any new shares to be subscribed for by contribution in cash will be offered by preference to the existing shareholders in proportion to the part of the capital which those shareholders are holding. The Board of Directors shall determine the period within which the preferred subscription right shall be exercised. This period may not be less than thirty days.

Notwithstanding the above, the general meeting, voting in compliance with the quorum and majority rules set by these Articles of Association or, as the case may be, by the Laws for any amendment of these Articles of Association may limit or withdraw the preferential subscription right or authorise the Board of Directors to do so.

Article 8. Acquisition of own shares

The Company may acquire its own shares. The acquisition and holding of its own shares will be in compliance with the conditions and limits established by the Laws.

CHAPTER III.‑ BOARD OF DIRECTORS, STATUTORY AUDITOR

Article 9. Management

The Company shall be managed by a board of directors composed of at least three but no more than seven members. The members of the board of directors do not need to be shareholders themselves (the "Board of Directors").

The members of the Board of Directors will be elected by the general meeting of shareholders, which will determine their number, for a period not exceeding three years. Each retiring member of the Board of Directors will be re-eligible. The members of the Board of Directors may be removed at any time, with or without cause, by a resolution adopted by the general meeting of shareholders.

The general meeting of shareholders may decide to appoint one or several category A directors, being the “executive“ directors (the “Category A Directors“) and one or several category B directors, being the “non-executive“ directors (the “Category B Directors“).

Any member of the Board of Directors appointed in replacement of another member of the Board of Directors, whether by co-optation or otherwise, shall be elected for a duration equal to the remaining period of the mandate for which the replaced member of the Board of Directors was initially appointed.

In the event of a vacancy on the Board of Directors, the remaining directors may elect by co-optation a director to fill such vacancy until the next general meeting of shareholders, which shall ratify such co-optation or elect a new member of the Board of Directors instead.

The shareholders shall neither participate in nor interfere with the management of the Company.

Article 10. Powers of the Board of Directors

The Board of Directors is vested with the broadest powers to perform all acts necessary or useful for accomplishing the Company's object. All powers not expressly reserved by the Articles of Association or by the Laws to the general meeting of shareholders or the statutory auditor(s) are in the competence of the Board of Directors.

Article 11. Management Fees and Expenses

The members of the Board of Directors may receive a management fee in respect of the carrying out of their management of the Company and shall in addition be reimbursed for all other expenses whatsoever incurred by the members of the Board of Directors in relation with such management of the Company or the pursuit of the Company’s corporate object.

Article 12. Directors’ Liability

No member of the Board of Directors commits himself, by reason of his functions, to any personal obligation in relation to the commitments taken on behalf of the Company. Any such member is only liable for the performance of his duties.

Article 13. Delegation of Powers - Representation of the Company

The Board of Directors may delegate the daily management of the Company and the representation of the Company within such daily management to one or more persons or committees of its choice.

The Board of Directors may also delegate other special powers or proxies or entrust determined permanent or temporary functions to persons or committees of its choice.

The Board of Directors shall adopt corporate governance rules, which will define in detail the governance and internal procedure rules of the Board of Directors and of prospective bodies and committees to be established from time to time by the Board of Directors. The Board of Directors as well as any of the bodies and committees established by it will be bound by these rules as from time to time in effect.

The Company will be bound towards third parties by the sole signature of the Chairman or by the joint signature of two members of the Board of Directors, of whom at least one must be an executive member.

However, if the general meeting of shareholders has appointed one or several Category A Directors and one or several Category B Directors, two Category A Directors shall be entitled to co-sign or a Category A Director shall be entitled to co-sign with a Category B Director each time to validly bind the Company towards third parties.

The Company will further be bound towards third parties by the joint signatures or single signature of any persons to whom the daily management of the Company has been delegated, within such daily management, or by the joint signatures or single signature of any persons to whom special signatory power has been delegated by the Board of Directors, within the limits of such special power.

Article 14. Conflicts of interest - Indemnity

No contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the fact that a member of the Board of Directors, the officers or employees of the Company have a personal interest in, or is a shareholder, director, manager, officer or employee of such other company or firm. Any person related as afore described to any company or firm with which the Company shall contract or otherwise engage in business shall not, by reason solely of such affiliation with such other company or firm, be prevented from considering, voting or otherwise acting upon any matters with respect to such contract or business.

Notwithstanding the above and save where the relevant transaction is concluded on market terms in the ordinary course of business, in the event that any member of the Board of Directors of the Company has or may have any personal interest in any transaction of the Company, such member shall make known such personal interest to the Board of Directors and shall not consider or vote on any such transaction, and such transaction and such Director's interest therein shall be reported to the next general meeting of shareholders.

To the greatest extent permissible under applicable laws, the Company shall indemnify the members of the Board of Directors, the officers or employees of the Company and, if applicable, their successors, heirs, executors and administrators, against damages to be paid and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they may be made a party by reason of them being or having been directors, managers, officers or employees of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor and by which they are not entitled to be indemnified, except in relation to matters as to which they shall be finally adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified is not guilty of gross negligence or misconduct. The foregoing right of indemnification shall not exclude other rights to which the persons to be indemnified pursuant to the present Articles of Association may be entitled.

Article 15. Meetings of the Board of Directors

The Board of Directors shall appoint one of its members to act as chairman of the Board of Directors (the "Chairman") and one of its non-executive members to act as Vice-Chairman (the “Vice-Chairman”). The Board of Directors shall also appoint a person, who need not be one of its members, as Company Secretary (the “Company Secretary”).  The Board of Directors shall adopt rules governing the rights and duties of the Company Secretary.

The Board of Directors will meet upon call by the Chairman. The Chairman shall determine the agenda of each meeting. Each member may request the Chairman to add items to the agenda, which requests may not be unreasonably denied. A meeting of the Board of Directors must be convened if any two of its members so require, provided that the Chairman shall not be required to call such meeting if a meeting of the Board of Directors was held within four weeks prior to the request or is already scheduled to be held within four weeks after such request.

The Chairman shall chair each meeting, monitor the proper functioning of the Board of Directors, arrange for the adequate provision of information to members of the Board of Directors and ensure there is sufficient time for decision making to take place. The Vice-Chairman shall act as a chairman on occasion when the Chairman is absent. The Vice-Chairman shall be the main contact for non-executive directors. Except in cases of urgency or with the prior consent of all those entitled to attend, at least five calendar days notice of Board of Directors meetings shall be given in writing and transmitted by any means of communication allowing for the transmission of a written text. Any such notice shall specify the time and place of the meeting as well as the agenda and the nature of the business to be transacted. The notice may be waived by the consent in writing, transmitted by any means of communication allowing for the transmission of a written text, of each member of the Board of Directors. No separate notice is required for meetings held at times and places specified in a schedule previously adopted by resolution of the Board of Directors.

Every Board of Directors meeting shall be held in Luxembourg or such other place as the Board of Directors may from time to time determine. Any member of the Board of Directors may act at any meeting of the Board of Directors by appointing in writing another member of the Board of Directors as his proxy.

A quorum of the Board of Directors shall be the presence or the representation of a majority of the members of the Board of Directors holding office, those present members of the Board of Directors to number not less than three. Decisions will be taken by a simple majority of the votes of the members of the Board of Directors present or represented at such meeting. In the case of an equality of votes, the Chairman shall have the right to cast the deciding vote (the “Casting Vote”). The Casting Vote shall be personal to the Chairman and will not transfer to any other director acting as a chairman of a meeting of the Board of Directors in the Chairman’s absence including the Vice-Chairman.  

One or more members of the Board of Directors may participate in a meeting by means of video conference or any other telecommunication methods allowing for their identification. Such telecommunication methods shall satisfy all technical requirements to enable the effective participation in the meeting and the deliberations of the meeting shall be transmitted on a continuous basis. Such participation shall be deemed equal to a physical presence at the meeting.

In case of urgency, a written decision, signed by all the members of the Board of Directors, is proper and valid as though it had been adopted at a meeting of the Board of Directors which was duly convened and held. The directors shall make a decision within five working days of receiving notice of a proposed resolution and such resolution will be adopted in the event that the directors resolve unanimously in favour. Such a decision can be documented in a single document or in several separate documents having the same content and each of them signed by one or several members of the Board of Directors. The adoption of a resolution outside a meeting in this way must be reported at the next meeting of the Board of Directors.

Notices and agendas of items to be discussed during the meeting shall be provided at least five business days prior to any meeting and may be circulated in writing or by e-mail.

The members of the Board of Directors, as well as any other person(s) attending the meeting of the Board of Directors, shall not disclose, even after the end of their directorship, the information they possess on the Company and the disclosure of which could harm the interests of the Company, except in cases where such a disclosure is required or permissible under legal or regulatory requirements or if it is in the public interest.

Article 16. Minutes of meetings of the Board of Directors

The minutes of any meeting of the Board of Directors will be prepared by the Company Secretary in English and will be signed by the chairman of the meeting and the Company Secretary. Any proxies will remain attached thereto.

Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise will be signed by the Chairman and by the Company Secretary or by any two members of the Board of Directors.

Article 17. Statutory / Independent Auditors

The business of the Company and its financial situation, including more in particular its books and accounts, shall be reviewed by one or more statutory and/or, where required pursuant to the laws, independent auditors, who need not be shareholders themselves.

The statutory and/or independent auditor(s) will be elected by the general meeting of shareholders, who will determine their number, for a period not exceeding six years, and they will hold office until their successors are elected. They are re‑eligible and, to the extent permissible under applicable laws, they may be removed at any time, with or without cause, by a resolution adopted by the general meeting of shareholders.

CHAPTER IV.- GENERAL MEETING OF SHAREHOLDERS

Article 18. Powers of the Meeting of Shareholders

Any regularly constituted meeting of shareholders of the Company represents the entire body of shareholders.

The general meeting of shareholders shall have such powers as are vested with the general meeting of shareholders pursuant to these Articles of Association and the Laws.

Article 19. Annual General Meeting

The annual general meeting of shareholders will be held at the registered office of the Company or at such other place as may be specified in the notice convening the meeting, on the last Tuesday of April each year at 10.00 a.m.

If such day is a public holiday, the meeting will be held on the next following business day.

Article 20. Other General Meetings

The Board of Directors or the statutory auditor(s) may convene general meetings of shareholders (in addition to the annual general meeting of shareholders). Such meetings must be convened if shareholders representing at least 5% of the Company's capital so require.

Shareholders' meetings, including the annual general meeting of shareholders, may be held abroad if, in the judgement of the Board of Directors, which is final, circumstances of force majeure so require.

Article 21. Notice of General Meetings

Shareholders will meet upon issuance (including, if appropriate, its publication) of a convening notice in compliance with these Articles of Association or the Laws. The convening notice sent to the shareholders will specify the time and place of the meeting as well as the agenda and the nature of the business to be transacted at the relevant general meeting of shareholders. The agenda for an extraordinary general meeting shall also, where appropriate, describe any proposed changes to the Articles of Association and, if applicable, set out the text of those changes affecting the object or form of the Company.        

If all the shareholders are present or represented at a general meeting of shareholders and if they state that they have been sufficiently informed of the agenda of the meeting, the meeting may be held without prior notice.

Article 22. Attendance ‑ Representation

All shareholders are entitled to attend and speak at any general meeting of shareholders.

A shareholder may act at any general meeting of shareholders by appointing in writing, to be transmitted by any means of communication allowing for the transmission of a written text, another person who need not be a shareholder himself. The Board of Directors may determine the form of proxy and may request that the proxies be deposited at the place indicated by the Board of Directors at least five days prior to the date set for the meeting. Any legal entity, being a shareholder, may execute a form of proxy under the hand of a duly authorised officer, or may authorise such person as it thinks fit to act as its representative at any general meeting of shareholders, subject to the production of such evidence of authority as the Board of Directors may require. The Board of Directors may determine any other conditions that must be fulfilled in order to take part in a general meeting of shareholders.

Persons holding their shares through a securities settlement system may attend and vote at a general meeting of shareholders by presenting at the place indicated by the Board of Directors at least five days prior to the date set for the meeting a certificate indicating, inter alia, the number of shares held and delivered by the broker, bank, custodian, dealer or other qualified intermediary, with which the shares are held.

The shares which are the object of such a certificate, must be blocked until after the holding of the general meeting of shareholders and may be transferred only after the holding of such meeting; such blocking will be evidenced by the certificate.

Subject to the internal rules of the relevant securities settlement system, shareholders may also give instructions as to how to exercise their vote at the general meeting of shareholders to the broker, bank, custodian, dealer or other qualified intermediary, with which their shares are held.

In such case, the shares shall also be blocked until after, and may only be transferred after, the holding of such meeting.

The Board of Directors will adopt any other regulations and procedures concerning the provision of access cards and proxy forms so as to allow shareholders to exercise their voting rights.

Each share is indivisible as far as the Company is concerned. The co‑proprietors, the usufructuaries and bare‑owners of shares, the creditors and debtors of pledged shares must appoint one sole person to represent them at any general meeting of shareholders.

Shareholders participating in a shareholders’ meeting by video conference or any other telecommunication methods allowing for their identification shall be deemed present for the purpose of quorum and majority computation. Such telecommunication methods shall satisfy all technical requirements to enable the effective participation in the meeting and the deliberations of the meeting shall be transmitted on a continuous basis.

  Article 23. Proceedings

Any general meeting of shareholders shall be presided by the Chairman or by a person designated by the Board of Directors or, in the absence of such designation, by the general meeting of shareholders.

The chairman of the general meeting of shareholders shall appoint a secretary.

The general meeting of shareholders shall elect one scrutineer to be chosen from the shareholders present or represented.

The chairman, the secretary and the scrutineer thus appointed together form the board of the general meeting.

Article 24. Adjournment

The Board of Directors may forthwith adjourn any general meeting of shareholders by four weeks. The Board of Directors must adjourn it if so required by shareholders representing at least one fifth of the Company's issued capital.

Such adjournment automatically cancels any resolution already adopted prior thereto.

The adjourned general meeting of shareholders has the same agenda as the first one. Shares and proxies regularly deposited in view of the first meeting remain validly deposited for the second one.

Article 25. Vote

An attendance list indicating the name of the shareholders and the number of shares for which they vote is signed by each one of them or by their proxy prior to the opening of the proceedings of the general meeting of shareholders.

The general meeting of shareholders may deliberate and vote only on the items comprised in the agenda.

Each share entitles to one vote, subject to the limitations imposed by the Laws.

Voting takes place by a show of hands or by a roll call, unless the general meeting of shareholders resolves to adopt another voting procedure.

At any general meeting of shareholders other than an extraordinary general meeting convened for the purpose of amending the Company's Articles of Association or voting on resolutions whose adoption is subject to the quorum and majority requirements of an amendment to the Articles of Association, resolutions shall be adopted, irrespective of the number of shares represented, by a simple majority of votes cast.

At any extraordinary general meeting of shareholders, convened in accordance with these Articles of Association or the Laws, for the purpose of amending the Company's Articles of Association or voting on resolutions whose adoption is subject to the quorum and majority requirements of an amendment to the Articles of Association, the quorum shall be at least one half of all the shares issued and outstanding. If the said quorum is not present, a second meeting may be convened at which there shall be no quorum requirement. In order for the proposed resolutions to be adopted, and save as otherwise provided by the Laws, a 2/3rds majority of the votes cast by the shareholders present or represented is required at any such general meeting.

The shareholders are authorised to cast their vote by ballot papers («formulaires») expressed in the English language.

Any ballot paper (“formulaire”) shall be delivered by hand with acknowledgment of receipt, by registered post, by special courier service using an internationally recognised courier company at the registered office of the Company or by fax at the fax number of the registered office of the Company.

Any ballot paper (“formulaire”) which does not bear any of the following mentions or indications is to be considered void and shall be disregarded for quorum purposes :

• name and registered office and / or residence of the relevant shareholder;
• total number of shares held by the relevant shareholder in the share capital of the Company and, if applicable, number of shares of each class held by the relevant shareholder in the share capital of the Company;
• agenda of the general meeting;
• indication by the relevant shareholder, with respect to each of the proposed resolutions, of the number of shares for which the relevant shareholder is abstaining, voting in favour of or against such proposed resolution; and
• name, title and signature of the duly authorised representative of the relevant shareholder.

Any ballot paper (“formulaire”) shall be received by the Company no later than 5 p.m., Luxembourg time on the Luxembourg Business Day immediately preceding the day of the general meeting of shareholders. Any ballot paper (“formulaire”) received by the Company after such dead line shall be disregarded for quorum purposes.

For purposes of this article, a “Luxembourg Business Day” shall mean any day on which banks are open for business in Luxembourg.

A ballot paper (“formulaire”) shall be deemed to have been received:

(a)          if delivered by hand with acknowledgment of receipt, by registered post or by special courier service using an internationally recognised courier company; at the time of delivery;or

(b)          if delivered by fax, at the time recorded together with the fax number of the receiving fax machine on the transmission receipt.

Persons holding their shares through a securities settlement system may vote by ballot paper (“formulaire”), s ubject to the internal rules of the relevant securities settlement system, by giving relevant instructions as to how to exercise their vote to the broker, bank, custodian, dealer or other qualified intermediary, with which their shares are held.

In such case, the shares shall be blocked until after, and may only be transferred after, the holding of such meeting.

Article 26. Minutes

The minutes of the general meeting of shareholders shall be signed by the chairman of the meeting, the secretary of the meeting and the scrutineer of the meeting and may be signed by any shareholders or proxies of shareholders, who so request.

Copies or extracts of these minutes to be produced in judicial proceedings or otherwise shall be signed by the Chairman.

CHAPTER V.- FINANCIAL YEAR, DISTRIBUTION OF EARNINGS

Article 27. Financial Year

The Company's financial year begins on the first day of January  in each year and ends on the last day of December  in the same  year.

Article 28. Adoption of financial statements

The Board of Directors shall prepare, for approval by the shareholders, annual statutory and consolidated accounts in accordance with the requirements of the Laws. The annual statutory and consolidated accounts are submitted to the general meeting of shareholders, which shall consider and, if thought fit, adopt these annual accounts.

Article 29. Appropriation of Profits

From the annual net profits of the Company at least five per cent (5%) shall each year be allocated to the reserve required by law (the “Legal Reserve”). That allocation to the Legal Reserve will cease to be required as soon and as long as such Legal Reserve amounts to ten per cent (10%) of the issued capital of the Company.

After the allocations to the Legal Reserve, the general meeting of shareholders shall determine how the remainder of the annual net profits, will be disposed of by allocating the whole or part of the remainder to a reserve or to a provision, to carry it forward to the next following financial year or to distribute it, together with any other distributable reserves (including any share premium or carried forward profits) to the shareholders, each share entitling to the same proportion in such distributions.

Subject to the conditions fixed by the Laws and in compliance with the foregoing provisions, the Board of Directors may pay out an advance payment on dividends to the shareholders. The Board of Directors fixes the amount and the date of payment of any such advance payment.

CHAPTER VI.‑ DISSOLUTION, LIQUIDATION

Article 30. Dissolution, Liquidation

The Company may be dissolved at any time by a resolution of the general meeting of shareholders adopted in compliance with the quorum and majority rules set by these Articles of Association or, as the case may be, by the Laws for any amendment of these Articles of Association.

Should the Company be dissolved, the liquidation will be carried out by the Board of Directors or such other person (who may be physical persons or legal entities) appointed by a general meeting of shareholders, who will determine their powers and their compensation.

After payment of all debts of and any charges against the Company and of the expenses of the liquidation, the net liquidation proceeds shall be distributed to the shareholders in conformity with and so as to achieve on an aggregate basis the same economic result as the distribution rules set our for dividend distributions.

CHAPTER VII.‑ Applicable Law

Article 31. Applicable Law

All matters not governed by the Articles of Association shall be determined in accordance with the Laws, in particular the law of August 10, 1915 on commercial companies, as amended.