«
ArcelorMittal »


société
anonyme


Luxembourg


R.C.S.
Luxembourg, section B numéro 82454


 





 


 


 


 


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STATUTS
COORDONNES à la date du 27 avril 2016


 


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Article
1. Form - Corporate name 


The
Company’s legal name is ArcelorMittal and it is a public limited company (“société anonyme”).


Article
2. Duration


The
Company is established for an unlimited period. It may be dissolved at any time by decision of the general meeting of shareholders
taken in the same manner as for a change in the articles of association in accordance with article 19 below.


Article
3. Corporate purpose


The
corporate purpose of the Company shall be the manufacture, processing and marketing of steel, steel products and all other metallurgical
products, as well as all products and materials used in their manufacture, their processing and their marketing, and all industrial
and commercial activities connected directly or indirectly with those objects, including mining and research activities and the
creation, acquisition, holding, exploitation and sale of patents, licences, know-how and, more generally, intellectual and industrial
property rights.


The
Company may realise that corporate purpose either directly or through the creation of companies, the acquisition, holding or acquisition
of interests in any companies or partnerships, membership in any associations, consortia and joint ventures.


In
general, the Company's corporate purpose comprises the participation, in any form whatsoever, in companies and partnerships, and
the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or in any other manner
of shares, bonds, debt securities, warrants and other securities and instruments of any kind.


It
may grant assistance to any affiliated company and take any measure for the control and supervision of such companies.


It
may carry out any commercial, financial or industrial operation or transaction which it considers to be directly or indirectly
necessary or useful in order to achieve or further its corporate purpose.


Article
4. Registered office


The
Company's registered office and principal office shall be established in Luxembourg City. The registered office may be transferred
within the municipality of Luxembourg City by simple decision of the board of directors. Branches or offices both in the Grand
Duchy of Luxembourg and abroad may be set up by simple decision of the board of directors.


In
the event that the board of directors determines that extraordinary political, economic or societal events have occurred or are
imminent that may hinder the ordinary course activities of the Company at the registered office


or
the ease of communication either with that office or from that office to places abroad, it may temporarily transfer the registered
office to a location abroad until the complete cessation of the abnormal circumstances; provided, however, that such temporary
transfer shall have no effect on the nationality of the Company, which, despite the temporary transfer of its registered office,
shall remain a Luxembourg company.




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Article
5. Capital - Increase in capital


5.1.
The issued share capital amounts to three hundred six million five hundred seventy-one thousand eighty-six Euro and ninety
cents (EUR 306,571,086.90). It is represented by three billion sixty-five million seven hundred ten thousand eight hundred sixty-nine
(3,065,710,869) shares fully paid up without nominal value.


5.2.
The Company’s authorised share capital, including the issued share capital, shall amount to three hundred thirty-seven
million two hundred twenty-eight thousand one hundred ninety-five Euro and sixty cents (EUR 337,228,195.60) represented by three
billion three hundred seventy-two million two hundred eighty-one thousand nine hundred fifty-six (3,372,281,956) ordinary shares
without nominal value.


5.3.
The issued capital and the authorised capital of the Company may be increased or decreased by resolution of the general meeting
of shareholders adopted in the forms and in accordance with the conditions laid down for amending the articles of association
under article 19 of the present articles of association.


5.4.
Subject to the provisions of the law on commercial companies (hereinafter referred to as "the Law"), each
shareholder shall have a preferential right of subscription in the event of the issue of new shares in return for contributions
in cash. Such preferential right of subscription shall be proportional to the fraction of the capital represented by the shares
held by each shareholder.


The
preferential subscription right may be limited or cancelled by a resolution of the general meeting of shareholders adopted in
accordance with article 19 of the present articles of association.


The
preferential subscription right may also be limited or cancelled by the board of directors (i) in the event that the general meeting
of shareholders delegates, under the conditions laid down in article 19 of the present articles of association and by amending
the present articles of association, to the board of directors the power to issue shares and to limit or cancel the preferential
subscription right for a period of no more than five years set by the general meeting, as well as (ii) pursuant to the authorization
conferred by article 5.5 of the present articles of association.


5.5.
The board of directors is authorised, during a period starting on the day of the General Meeting of shareholders held on 10
March 2016 and ending on the fifth anniversary of the date of publication in the Luxembourg official gazette (Mémorial
C) of the minutes of such General Meeting, without prejudice to any renewals, to increase the issued share capital on one
or more occasions within the limits of the authorised share capital (i) for the full amount of the authorised share capital in
case of issues of shares with statutory or non-statutory preferential subscription rights for existing shareholders and/or (ii)
for an amount up to 10% of the shares in issue following the settlement of the Announced Rights Issue referred to in the minutes
of such General Meeting.


The
board of directors is authorised to determine the conditions of any capital increase including through contributions in cash or
in kind, by the incorporation of reserves, issue premiums or retained earnings,




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with
or without the issue of new shares, or following the issue and the exercise of subordinated or non-subordinated bonds, convertible
into or repayable by or exchangeable for shares (whether provided in the terms at issue or subsequently provided), or following
the issue of bonds with warrants or other rights to subscribe for shares attached, or through the issue of stand-alone warrants
or any other instrument carrying an entitlement to, or the right to subscribe for, shares.


The
board of directors is authorised to set the subscription price, with or without issue premium, the date from which the shares
or other financial instruments will carry beneficial rights and, if applicable, the duration, amortisation, other rights (including
early repayment), interest rates, conversion rates and exchange rates of the aforesaid financial instruments as well as all the
other conditions and terms of such financial instruments including as to their subscription, issue and payment, for which the
board of directors may make use of Article 32-1 paragraph 3 of the Law.


The
board of directors is authorised to limit or cancel the preferential subscription rights of existing shareholders.


Decisions
of the board of directors relating to the issue, pursuant to the authorisation conferred by this article 5.5, of any financial
instruments carrying or potentially carrying a right to equity shall, by way of derogation from article 9 of the present articles
of association, be taken by a majority of two-thirds of the members present or represented.


When
the board of directors has implemented a complete or partial increase in capital as authorised by the foregoing provisions, article
5 of the present articles of association shall be amended to reflect that increase.


The
board of directors is expressly authorised to delegate to any natural or legal person to organise the market in subscription rights,
accept subscriptions, conversions or exchanges, receive payment for the price of shares, bonds, subscription rights or other financial
instruments, to have registered increases of capital carried out as well as the corresponding amendments to article 5 of the present
articles of association and to have recorded in said article 5 of the present articles of association the amount by which the
authorisation to increase the capital has actually been used and, where appropriate, the amounts of any such increase that are
reserved for financial instruments which may carry an entitlement to shares.


5.6.
The non-subscribed portion of the authorised capital may be drawn on by the exercise of conversion or subscription rights
already conferred by the Company.


Article
6. Shares 


6.1.
Shares shall be issued solely in the form of registered shares.


6.2.
Subject to article 6.3., the Company shall consider the person in whose
name the shares are recorded in the register of shareholders to be the owner of those shares.


6.3.
However, where shares are recorded in the register of shareholders on behalf of one or more persons in the name of a securities
settlement system or the operator of such a system or in the name of a professional depositary of securities or any other depositary




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(such
systems, professionals or other depositaries being referred to hereinafter as “Depositaries”) or of a sub-depositary
designated by one or more Depositaries, the Company - subject to its having received from the Depositary with whom those shares
are kept in account a confirmation in proper form - will permit those persons
to exercise the rights attaching to those shares, including admission to and voting at general meetings and shall consider those
persons to be the owners of the shares for the purpose of article 7 of the present
articles of association. The board of directors may determine the requirements with which such confirmations
must comply.


Notwithstanding
the foregoing, the Company shall make payments, by way of dividends or otherwise,
in cash, shares or other assets only into the hands of the Depositary or sub-depositary
recorded in the register or in accordance with the Depositary or sub-depositary’s
instructions, and that payment shall release the Company from any and all obligations for such payment.


6.4.
Confirmations that an entry has been made in the register of shareholders
will be provided to shareholders directly recorded in the register of shareholders or,
in case of Depositaries or sub-depositaries
recorded in the register, upon their request. Except for transfers in accordance
with the rules and regulations of the relevant Depositary, the transfer of shares shall be made by a written declaration
of transfer inscribed in the register of shareholders and dated and signed by the transferor and the transferee or by their duly-appointed
agents. The Company may accept any other document, instrument, writing or correspondence as sufficient proof of the transfer.


6.5.
Within the limits and conditions laid down by the Law, the Company may repurchase its own shares or cause them to be repurchased
by its subsidiaries.


6.6.
The shares of the Company are indivisible vis-à-vis the Company
 and the Company shall recognise only one legal owner per share. Owners
per indivisum must be represented vis-à-vis the Company by a single
person in order to be able to exercise their rights.


Article
7. Rights and obligations of shareholders


7.1.
The provisions of articles 8 to 15 inclusive of the law of 11 January 2008 on transparency
requirements on issuers of securities (the "Transparency Law") and the implementing provisions under the related
Grand Ducal and CSSF regulations (as the same may be amended, supplemented
or replaced (together with the Transparency Law, the “Securities Regulations”))
and the sanction of suspension of voting rights set out therein shall also apply
(a) to any acquisition or disposal of shares resulting in a shareholding reaching,
increasing above or decreasing below a threshold of two and one-half per cent (2.5%) of voting rights in the Company, (b)
to any acquisition or disposal of shares resulting in a shareholding reaching,
increasing above or decreasing below a threshold of three per cent (3%) of voting rights in the Company and (c), over and above
three per cent (3%) of voting rights in the Company, to any acquisition or disposal of shares resulting in successive thresholds
of one per cent (1%) of voting rights in the Company being reached or crossed
(either through an increase or a decrease).  Any reference in this article 7 to an
acquisition, disposal or holding of shares




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shall
be deemed to include a reference to the acquisition, disposal or holding of the financial instruments referred to by the Securities
Regulations, and the voting rights attaching to shares held or controlled by a person shall be aggregated with the voting rights
attaching to the shares underlying such financial instruments held by such person.


7.2
Any person who, taking into account articles 9 and 11(4)
and (5) of the Transparency Law acquires shares resulting in possession
of five per cent (5%) or more or a multiple of five percent (5%) or more of the voting rights in the Company must on pain of the
suspension of voting rights pursuant to article 28 of the Transparency
Law inform the Company, within ten (10) Luxembourg Stock Exchange trading
days following the date such threshold is reached or crossed by registered mail
with return receipt requested,
of such person’s intention (a) to acquire or dispose of shares in the Company within the next twelve (12) months, (b) to
seek to obtain control over the Company or (c) to seek to appoint a member to the Company’s
board of directors.


7.3
Any person under an obligation to notify the Company of the acquisition of shares conferring on that person, having regard
to articles 9 and 11(4) and (5)
of the Transparency Law, one
quarter (25%) or more of the total voting rights in the Company,
shall be obliged to make, or cause to be made, in each country where the Company's securities are admitted to trading on
a regulated or other market and in each of the countries in which the Company has made a public offering of its shares, an unconditional
public offer to acquire for cash all outstanding shares and securities giving access to shares, linked to the share capital or
whose rights are dependent on the profits of the Company (hereafter, collectively,
“securities linked to capital”), whether those securities were issued by the Company or by entities
controlled or established by it or members of its group. Each of these public offers must
be conducted in conformity and compliance with the legal and regulatory requirements applicable to public offers in each
State concerned.


In
any case, the price must be fair and equitable and, in order to guarantee equality of treatment of shareholders and holders of
securities linked to capital of the Company, the said public offers must be made at or on the basis of an identical price, which
must be justified by a report drawn up by a first rank financial institution nominated by the Company whose fees and costs must
be advanced by the person subject to the obligation laid down in the first paragraph
of this article 7.3.


This
obligation to make an unconditional cash offer shall not apply if the acquisition of the Company's shares by the person making
such notification has received the prior assent of the Company's shareholders in the form of a resolution adopted in conformity
with article 19 of the present articles of association at a general meeting of shareholders, including in particular in the event
of a merger or a contribution in kind paid for by a share issue.


7.4.
If the public offer as described in article 7.3 of the present articles of association has not been made within a period of two
(2) months of notification to the Company of the increase in the holding giving entitlement to the percentage of voting rights
referred to in paragraph 1 of article
7.3 of the present articles of association or of




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notification
by the Company to the shareholder that such increase has taken place, or if the Company is informed that a competent authority
in one of the countries in which the securities of the Company are admitted to trading (or in one of the countries in which the
Company has made a public offering of its shares) has determined that the public offer was made contrary to the legal or regulatory
requirements governing public offers applicable in that country, as from the expiry of the aforementioned period of two (2) months
or from the date on which the Company received that information, the right to attend and vote at general meetings of shareholders
and the right to receive dividends or other distributions shall be suspended in respect of the shares corresponding to the percentage
of the shares held by the shareholder in question exceeding the threshold set
in paragraph 1 of article 7.3 of the present articles of association as from
which a public offer has to be made.


A
shareholder who has exceeded the threshold set by
paragraph 1 of article 7.3 of the present articles of association and requires a general meeting of shareholders to be
called pursuant to article 70 of the Law, must, in order to be able to vote at that meeting, have made a definitive and irrevocable
public offer as described in article 7.3 of the present articles of association before that meeting is held. Failing this, the
right to vote attaching to the shares exceeding the threshold set by paragraph 1 of
article 7.3 of the present articles of association shall be suspended.


If,
at the date on which the annual general meeting is held, a shareholder exceeds the threshold set
by paragraph 1 of article 7.3 of the present articles of association,
his or her voting rights shall be suspended to the extent of the percentage exceeding the said
threshold except where the shareholder in question undertakes in writing
not to vote in respect of the shares exceeding the threshold or where the shareholder has definitively and irrevocably made the
public offer required by article 7.3.
of the present articles of association.


7.5.
The provisions of article 7 shall not apply:


(i)                 
to the Company itself in respect
of shares directly or indirectly held in treasury,


(ii)
to Depositories, acting as such, provided that said Depositories may only exercise the voting right attached to such shares
if they have received instructions from the owner of the shares, the provisions of this article 7 thereby applying to the owner
of the shares,


(iii)
to any disposal and to any issue of shares by the Company in connection with a merger or a similar transaction or the acquisition
by the Company of any other company or activity,


(iv)             
 to the acquisition of shares resulting
from a public offer for the acquisition of all the shares in the Company and all of the securities linked to capital,


(v)               
 to the acquisition or transfer of a participation
remaining below ten per cent (10%) of total voting rights by a market maker acting in this capacity, provided that:


a)                 
it is approved by its home Member State by virtue
of directive 2004/39/CE; and




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b)                 
it neither interferes in the management of the
Company nor exercises influence on the Company to acquire its shares or to maintain their price.


7.6.
Voting rights are calculated on the basis of the entirety of the shares to which voting rights are attached even if the exercise
of such voting rights is suspended.


Article
8. Board of directors


8.1.
The Company shall be administered by a board of directors composed of at least three (3) members and of a maximum of eighteen
(18) members; all of whom except the Chief Executive Officer (“administrateur-président de la direction générale”)
shall be non-executive. None of the members of the board of directors, except for the Chief Executive Officer of the Company
(“administrateur-président de la direction générale”), shall have an executive
position or executive mandate with the Company or any entity controlled by the Company.


At
least one-half of the board of directors shall be composed of independent members. A member of the board of directors shall be
considered as “independent”, if (i) he or she is independent within the meaning of the Listed Company Manual of the
New York Stock Exchange (the "Listed Company Manual"), as it may be amended, or any successor provision, subject
to the exemptions available for foreign private issuers, and if (ii) he or she is unaffiliated with any shareholder owning or
controlling more than two percent (2%) of the total issued share capital of the Company (for the purposes of this article, a person
is deemed affiliated to a shareholder if he or she is an executive officer, or a director who is also employed by the shareholder,
a general partner, a managing member, or a controlling shareholder of such shareholder).


8.2.
The members of the board of directors do not have to be shareholders in the Company.


8.3.
The members of the board of directors shall be elected by the shareholders at the annual general meeting or at any other general
meeting of shareholders for a period terminating on the date to be determined at the time of their appointment
and, with respect to appointments which occur after the 13th November 2007 (except in the event of the replacement
of a member of the board of directors during his or her mandate) at the third annual
general meeting following the date of their appointment.


8.4.
At any general meeting of shareholders held after 1st August 2009, the Mittal Shareholder (as defined below) may,
at its discretion, decide to exercise the right of proportional representation provided in the present article and nominate candidates
for appointment as members of the board of directors (the “Mittal Shareholder Nominees”) as follows. Upon any
exercise by the Mittal Shareholder of the right of proportional representation provided by this article, the general meeting of
shareholders shall elect, among the Mittal Shareholder Nominees, a number of members of the board of directors determined by the
Mittal Shareholder, such that the number of members of the board of directors so elected among the Mittal Shareholder Nominees,
in addition to the number of members of the board of directors in office who were elected in the past among the Mittal Shareholder
Nominees, shall not exceed the Proportional Representation. For the purposes of this article, the




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“Proportional
Representation” shall mean the product of the total number of members of the board of directors after the proposed election(s)
and the percentage of the total issued and outstanding share capital of the Company owned, directly or indirectly, by the Mittal
Shareholder on the date of the general meeting of shareholders concerned, with such product rounded to the closest integral. When
exercising the right of Proportional Representation granted to it pursuant to this article, the Mittal Shareholder shall specify
the number of members of the board of directors that the general meeting of shareholders shall elect from among the Mittal Shareholder
Nominees, as well as the identity of the Mittal Shareholder Nominees. For purposes of this article the "Mittal Shareholder"
shall mean collectively Mr. Lakshmi N. Mittal or Mrs. Usha Mittal or any of their heirs or successors acting directly or indirectly
through Mittal Investments S.à r.l., ISPAT International Investments S.L. or any other entity controlled, directly or indirectly,
by either of them. The provisions of this article shall not in any way limit the rights that the Mittal Shareholder may additionally
have to nominate and vote in favour of the election of any director in accordance with its general rights as a shareholder.


8.5.
A member of the board of directors may be dismissed with or without cause and may be replaced at any time by the general meeting
of shareholders in accordance with the aforementioned provisions relating to the composition of the board of directors.


In
the event that a vacancy arises on the board of directors following a member's death or resignation or for any other reason, the
remaining members of the board of directors may, by a simple majority of the votes validly cast, elect a member of the board of
directors so as temporarily to fulfil the duties attaching to the vacant post until the next general meeting of shareholders in
accordance with the aforementioned provisions relating to the composition of the board of directors.


8.6.
Except for a meeting of the board of directors convened to elect a member to fill a vacancy as provided in the second paragraph
of article 8.5, or to convene a general meeting of shareholders to deliberate over the election of Mittal Shareholder Nominees,
and except in the event of a grave and imminent danger requiring an urgent board of directors' decision, which shall be approved
by the directors elected from among the Mittal Shareholder Nominees, the board of directors of the Company will not be deemed
to be validly constituted and will not be authorized to meet until the general meeting of shareholders has elected from among
the Mittal Shareholder Nominees the number of members of the board of directors required under article 8.4.


8.7.
In addition to the directors’ fees determined in accordance with article 17 below, the general meeting may grant members
of the board of directors a fixed amount of compensation and attendance fees, and upon the proposal of the board of directors,
allow the reimbursement of the expenses incurred by members of the board of directors in order to attend the meetings, to be imputed
to the charges.


The
board of directors shall in addition be authorised to compensate members of the board of directors for specific missions or functions




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8.8.
The Company will indemnify, to the broadest extent permitted by Luxembourg law, any member of the board of directors or member
of the management board, as well as any former member of the board of directors or member of the management board, for any costs,
fees and expenses reasonably incurred by him or her in the defence or resolution (including a settlement) of any legal actions
or proceedings, whether they be civil, criminal or administrative, to which he or she may be made a party by virtue of his or
her former or current role as member of the board of directors or member of the management board of the Company.


Notwithstanding
the foregoing, a former or current member of the board of directors or member of the management board will not be indemnified
if he or she is found guilty of gross negligence, fraud, fraudulent inducement, dishonesty or of the commission of a criminal
offence or if it is ultimately determined that he or she has not acted honestly and in good faith and with the reasonable belief
that his or her actions were in the Company’s best interests.


The
aforementioned indemnification right shall not be forfeited in the case of a settlement of any legal actions or proceedings, whether
they be civil, criminal or administrative.


The
provisions above shall inure to the benefit of the heirs and successors of the former or current member of the board of directors
or member of the management board without prejudice to any other indemnification rights that he or she may otherwise claim.


Subject
to any procedures that may be implemented by the board of directors in the future, the expenses for the preparation and defence
in any legal action or proceeding covered by this article 8.8 may be advanced by the Company, provided that the concerned former
or current member of the board of directors or member of the management board delivers a written commitment that all sums paid
in advance will be reimbursed to the Company if it is ultimately determined that he or she is not entitled to indemnification
under this article 8.8.


Article
9. Procedures for meetings of the Board of Directors


The
board of directors shall choose from amongst its members a chairman of the board of directors (the “Chairman of the board
of directors”) (Président du conseil d’administration) and, if considered appropriate, a president
(the “President”) (Président) and one or several vice-chairmen and shall determine the period
of their office, not exceeding their appointment as director.


The
board of directors shall meet, when convened by the Chairman of the board of directors or the President, or a vice-chairman, or
two (2) members of the board of directors, at the place indicated in the notice of meeting.


The
meetings of the board of directors shall be chaired by the Chairman of the board of directors or the President or, in their absence,
by a vice-chairman. In the absence of the Chairman of the board of directors, of the President, and of the vice-chairmen, the
board of directors shall appoint by a majority vote a chairman pro tempore for the meeting in question.


A
written notice of meeting shall be sent to all members of the board of directors for every meeting of the board of directors at
least five (5) days before the date scheduled for the meeting, except in case of




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urgency,
in which case the nature of the emergency shall be specified in the notice of meeting. Notice of meeting shall be given by letter
or by fax or by electronic mail or by any other means of communication guaranteeing the authenticity of the document and the identification
of the person who is the author of the document. Notice of meeting may be waived by the consent of each member of the board of
directors given in the same manner as that required for a notice of meeting. A special notice of meeting shall not be required
for meetings of the board of directors held on the dates and at the times and places determined in a resolution adopted beforehand
by the board of directors.


For
any meeting of the board of directors, each member of the board of directors may designate another member of the board of directors
to represent him and vote in his or her name and place, provided that a given member of the board of directors may not represent
more than one of his or her colleagues. The representative shall be designated in the same manner as is required for notices of
meeting. The mandate shall be valid for one meeting only and, where appropriate, for every further meeting as far as there is
the same agenda.


The
board of directors may deliberate and act validly only if the majority of the members of the board of directors are present or
represented. Decisions shall be taken by a simple majority of the votes validly cast by the members of the board of directors
present or represented. None of the members of the board of directors, including the Chairman of the board of directors, the President
and vice-chairmen, has a casting vote.


A
member of the board of directors may take part in and be regarded as being present at a meeting of the board of directors by telephone
conference or by any other means of telecommunication which enable all the persons taking part in the meeting to hear each other
and speak to each other.


If
all the members of the board of directors agree as to the decisions to be taken, the decisions in question may also be taken in
writing without any need for the members of the board of directors to meet. To this end, the members of the board of directors
may express their agreement in writing, including by fax or by any other means of communication guaranteeing the authenticity
of the document and the identification of the member of the board of directors who wrote the document. The consent may be given
on separate documents which together constitute the minutes of such decisions.


Article
10. Minutes of meetings of the board of directors 


The
minutes of meetings of the board of directors shall be signed by the person who chaired the meeting and by those members of the
board of directors taking part in the meeting and who request to sign such minutes.


Copies
or excerpts of minutes intended for use in judicial proceedings or otherwise shall be signed by the Chairman of the board of directors
or the President or a vice-chairman.


Article
11. Powers of the board of directors


11.1.
The board of directors shall have the most extensive powers to administer and manage the Company. All powers not expressly




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reserved
to the general meeting by the Law or the present articles of association shall be within the competence of the board of directors.


11.2.
The board of directors may decide to set up committees to consider matters submitted to them by the board of directors, including
an audit committee and an appointments, remuneration and corporate governance committee. The audit committee shall be composed
solely of independent members of the board of directors, as defined in article 8.1.


11.3.
The board of directors may delegate the day-to-day management of the Company's business and
the power to represent the Company with respect thereto to one or more executive officers (directeurs généraux),
executives (directeurs) or other agents, who may together constitute a management board (direction générale)
deliberating in conformity with rules determined by the board of directors. The board of directors may also delegate special powers
to any person and confer special mandates on any person.


Article
12. Authorised signatures


The
Company shall be bound by the joint or individual signature of all persons to whom such power of signature shall have been delegated
by the board of directors.


Article
13. Shareholders' meetings – General


13.1
Any duly constituted general meeting of the Company's shareholders shall represent all the
shareholders in the Company. It shall have the widest powers to order, implement or ratify all acts connected with the Company's
operations.


13.2.
General meetings shall be convened at least 30 days before the meeting date. If the general meeting is reconvened for lack
of quorum, the convening notice for the reconvened meeting shall be published at least 17 days before the meeting date. 


13.3
The record date for general meetings shall be the 14th day at midnight (24:00 hours) (Luxembourg time) before the
date of the general meeting (the “Record Date”). Shareholders shall notify the Company of their intention to
participate in the general meeting in writing by post or electronic means at the postal or electronic address indicated in the
convening notice, no later than the day determined by the board of directors, which may not be earlier than the Record Date, indicated
in the convening notice.


13.4
The documents required to be submitted to the shareholders in connection with a general meeting shall be posted on the Company’s
corporate website from the date of first publication of the general meeting convening notice in accordance with Luxembourg law.


13.5
General meetings of shareholders shall be chaired by the Chairman of the board of directors
or the President or, in their absence, by a vice-chairman. In the absence of the Chairman of the board of directors, of the President
and of the vice-chairmen, the general meeting of shareholders shall be presided over by the most senior member of the board of
directors present .


13.6
Each share shall be entitled to one vote. Each shareholder may have himself represented
at any general meeting of shareholders by giving a proxy in writing and notifying such
appointment by post or by electronic means at the postal or electronic address indicated in the convening notice.




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13.7
Except where law or the articles of association provide otherwise, resolutions shall be
adopted at general meetings by a simple majority of the votes validly cast by the shareholders present or represented.


13.8
When organising a general meeting, the board of directors may in its sole discretion decide to set up arrangements allowing
shareholders to participate by electronic means in a general meeting by way inter alia of the following forms of participation:
(i) real time transmission of the general meeting; (ii) real time two-way communication enabling shareholders to address the general
meeting from a remote location; or (iii) a mechanism for casting votes, whether before or during the general meeting, without
the need to appoint a proxyholder physically present at the meeting. 


The
board of directors may also determine that shareholders may vote from a remote location by correspondence,
by means of a form provided by the Company including the following information: 


		-	the
                                         name, address and any other pertinent information concerning the shareholder,



		-	the
                                         number of votes the shareholder wishes to cast, the direction of his or her vote, or
                                         his or her abstention,






		-	the agenda of the meeting including the
draft resolutions,




		-	at
                                         the discretion of the Company, the option to vote by
                                         proxy for any new resolution or any modification of the resolutions that may be proposed
                                         during the meeting or announced by the Company after the shareholder's
                                         submission of the form provided by the Company,



		-	the
                                         period within which the form and the confirmation referred to below must be received
                                         by or on behalf of the Company, and






		-	the signature of the shareholder.




A
shareholder using a voting form and who is not directly recorded in the register of shareholders must annex to the voting form
a confirmation of his shareholding as of the Record Date as provided by article 6.3.
Once the voting forms are submitted to the Company, they can neither be retrieved nor cancelled, except that in case a shareholder
has included a proxy to vote in the circumstances envisaged in the fourth indent above, the shareholder may cancel such proxy
or give new voting instructions with regard to the relevant items by written notice as described in the convening notice, before
the date specified in the voting form.


13.9
Any shareholder who participates in a general meeting of the Company by the foregoing means shall be deemed to be present,
shall be counted when determining a quorum
and shall be entitled to vote on all agenda items of the general meeting.


13.10
The board of directors may adopt any
regulations and rules concerning the participation of shareholders at general
meetings in accordance with Luxembourg law including with respect to ensuring the identification of shareholders and proxyholders
and the safety of electronic communications.


13.11
In the event that all the shareholders are present or represented at a general meeting of
shareholders and declare that they




    	 	PAGE 13	 



    	 



    

have
been informed of the agenda of the general meeting, the general meeting may be held without prior notice of meeting or publication.


Article
14. Annual general meeting of shareholders


14.1
The annual general meeting of shareholders shall be held in accordance with Luxembourg law
at the Company's registered office or at any other place in the Grand-Duchy
of Luxembourg, during the second or third week of May each year, between 09.00 and
16.00 hours as finally determined by the board of directors and indicated in the convening notice. 


14.2
Following the approval of the annual accounts and consolidated accounts, the general meeting
shall decide by special vote on the discharge of the liability of the members of the board of directors.


14.3
General meetings of shareholders other than the
annual general meeting may be held on the dates, at the time and at the place indicated in the notice of meeting.


Article
15. Independent Auditors 


The
annual accounts and consolidated accounts shall be audited, and the consistency of the management report with those accounts verified,
by one or more independent auditors (“réviseurs d'entreprises”) appointed by the general meeting of
shareholders for a period not exceeding three (3) years.


The
independent auditor(s) may be re-elected.


They
shall record the result of their audit in the reports required by law.


Article
16. Financial year


The
Company's financial year shall commence on 1 January each year and end on 31 December the same year.


Article
17. Allocation of profits


Five
per cent (5%) of the Company's net annual profits shall be allocated to the reserve required by the Law. This allocation shall
cease to be mandatory when that reserve reaches ten per cent (10%) of the subscribed capital. It shall become mandatory once again
when the reserve falls below that percentage.


The
remainder of the net profit shall be allocated as follows by the general meeting of shareholders upon the proposal of the board
of directors:


·                   
a global amount shall be allocated
to the board of directors by way of directors' fees (“tantièmes”). This amount may not be less than
one million Euro (EUR 1,000,000). In the event that the profits are insufficient, the amount of one million Euro shall be imputed
in whole or in part to the charges. The distribution of this amount as amongst the members of the board of directors shall be
effected in accordance with the board of directors' rules of procedure; 


·                   
the balance shall be distributed
as dividends to the shareholders or placed in the reserves or carried forward.


Where,
upon the conversion of convertible or exchangeable securities into shares in the Company, the Company proceeds to issue new shares
or to attribute shares of its own, those shares shall not take part in the distribution of dividends for the financial year preceding
the conversion or exchange, unless the issue conditions of the convertible or exchangeable securities provide otherwise.




    	 	PAGE 14	 



    	 



    

Interim
dividends may be distributed under the conditions laid down by the Law by decision of the board of directors.


No
interest shall be paid on dividends declared but not paid which are held by the Company on behalf of shareholders.


Article
18. Dissolution and liquidation


In
the event of a dissolution of the Company, liquidation shall be carried out by one or more liquidators, who may be natural or
legal persons, appointed by the general meeting of shareholders, which shall determine their powers and remuneration.


Article
19. Amendment of the articles of association


The
present articles of association may be amended from time to time as considered appropriate by a general meeting of shareholders
subject to the requirements as to quorum and voting laid down by the Law.


By
exception to the preceding paragraph, articles 8.1, 8.4, 8.5, 8.6 and 11.2 as well as the provision of this article 19 may only
be amended by a general meeting of shareholders disposing of a majority of votes representing two-thirds of the voting rights
attached to the shares in the Company.


Article
20. Applicable law and jurisdiction


For
all matters not governed by the present articles of association, the parties refer to the provisions of the Law.


All
disputes which may arise during the duration of the Company or upon its liquidation between shareholders, between shareholders
and the Company, between shareholders and members of the board of directors or liquidators, between members of the board of directors
and liquidators, between members of the board of directors or between liquidators of the Company on account of company matters
shall be subject to the jurisdiction of the competent courts of the registered office. To this end, any shareholder, member of
the board of directors or liquidator shall be bound to have an address for service in the district of the court for the registered
office and all summonses or service shall be duly made to that address for service, regardless of their actual domicile; if no
address for service is given, summonses or service shall be validly made at the Company's registered office.


The
foregoing provisions do not affect the Company's right to bring proceedings against the shareholders, members of the board of
directors or liquidators of the Company in any other court having jurisdiction on some other ground and to carry out any summonses
or service by other means apt to enable the defendant to defend itself.


 


 



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