Section 2: FIA

The Ordinary General Meeting is held within six months of the end of the financial year to approve the accounts. The Public Prosecutor or any shareholder may apply to the President of the competent court, acting in summary proceedings, to order the directors to convene this meeting or to appoint an agent to do so, subject to a fine if necessary. Each shareholder has a number of votes proportional to…

Any member may receive proxies issued by other members with a view to being represented at a General Meeting, without any limits other than those resulting from legal or statutory provisions setting the maximum number of votes that may be held by any one person, either in his own name or as a proxy. Clauses contrary to the provisions of the previous paragraph are deemed unwritten. If a shareholder does…

Any member may vote by post, using a form, the details of which are set by order of the Minister for the Economy. Clauses to the contrary in the Articles of Association are deemed unwritten. For the purposes of calculating the quorum, only forms received by the company before the General Meeting, within a period set by the same order, are taken into account. Forms giving no vote or expressing…

Any agreement entered into between the Company and the management company, or any of the latter’s partners, shall be approved by the General Meeting of the Company’s partners, on the basis of the reports of the Supervisory Board and the Statutory Auditors. Even in the absence of fraud, the management company responsible or any of its partners shall be liable for any consequences detrimental to the company of any agreements…

Apart from the cases in which a general meeting must be convened as provided for in this sub-paragraph, the Articles of Association may provide for certain decisions to be taken by means of a written consultation of the shareholders, provided that the participation of the shareholders complies with the quorum requirements for the first convening of a general meeting.

Minutes and an attendance sheet are drawn up for each meeting, to which must be attached the powers of attorney given to each proxy. The procedures for drawing up these documents are determined by decree of the Conseil d’Etat. In the absence of minutes, the deliberations of the meeting may be annulled.