CELEX: 51987PC0070
Language: en
Date: 1987-02-24
Title: PROPOSAL FOR A COUNCIL DECISION APPROVING AMENDMENT OF THE STATUTES (ARTICLES OF PARTNERSHIP) OF THE JOINT UNDERTAKING "SOCIETE D'ENERGIE NUCLEAIRE FRANCO-BELGE DES ARDENNES" (SENA) (presented by the Commission)

ARCHIVES HISTORIQUES
DE LA COMMISSION
COLLECTION RELIEE DES
DOCUMENTS "COM"
COM (87) 70
Vol. 1987/0029
 ---pagebreak--- Disclaimer
Conformément au règlement (CEE, Euratom) n° 354/83 du Conseil du 1er février 1983 concernant
l'ouverture au public des archives historiques de la Communauté économique européenne et de
la Communauté européenne de l'énergie atomique (JO L 43 du 15.2.1983, p. 1) modifié en dernier
lieu par le règlement (UE) 2015/496 du Conseil du 17 mars 2015 (JO L79 du 25. 3.2015, p. 1), ce
dossier est ouvert au public. Le cas échéant, les documents classifiés présents dans ce dossier
ont été déclassifiés conformément à l'article 5 dudit règlement ou sont considérés déclassifiés
conformément aux articles 26(3) et 59(2) de la décision (UE, Euratom) 2015/444 de la
Commission du 13 mars 2015 concernant les règles de sécurité aux fins de la protection des
informations classifiées de l'Union européenne.
In accordance with Council Regulation (EEC, Euratom) No 354/83 of 1 February 1983 concerning
the opening to the public of the historical archives of the European Economic Community and the
European Atomic Energy Community (OJ L 43, 15.2.1983, p. 1), as last amended by Council
Regulation (EU) 2015/496 of 17 March 2015 (OJ L 79, 27.3.2015, p. 1), this file is open to the
public. Where necessary, classified documents in this file have been declassified in conformity
with Article 5 of the aforementioned regulation or are considered declassified in conformity with
Articles (26.3) and 59(2) of the Commission Decision (EU, Euratom) 2015/444 of 13 March 2015
on the security rules for protecting EU classified information.
In Übereinstimmung mit der Verordnung (EWG, Euratom) Nr. 354/83 des Rates vom 1. Februar
1983 über die Freigabe der historischen Archive der Europäischen Wirtschaftsgemeinschaft und
der Europäischen Atomgemeinschaft (ABI. L 43 vom 15.2.1983, S. 1), zuletzt geändert durch die
Verordnung (EU) Nr. 2015/496 vom 17. März 2015 (ABI. L 79 vom 25.3.2015, S. 1), ist dieser Akt
der Öffentlichkeit zugänglich. Soweit erforderlich, wurden die Verschlusssachen in diesem Akt in
Übereinstimmung mit Artikel 5 der genannten Verordnung freigegeben; beziehungsweise werden
sie auf Grundlage von Artikel 26(3) und 59(2) der Entscheidung der Kommission (EU, Euratom)
2015/444    vom   13.   März   2015   über die   Sicherheitsvorschriften für den Schutz von  EU-
Verschlusssachen als herabgestuft angesehen.
 ---pagebreak---       COMMISSION OF THE EUROPEAN COMMUNITIES
                                                          COM(87 ) 70 final
                                                          Brussels , 24 February 1987
                              PROPOSAL FOR A COUNCIL DECISION
                             APPROVING AMENDMENT OF THE STATUTES
                    ( ARTICLES OF PARTNERSHIP ) OF THE JOINT UNDERTAKING
                  " SOCIETE D' ENERGIE NUCLEAIRE FRANCO-BELGE DES ARDENNES "
                                           ( SENA )
                                  ( presented by the Commission )
C0M(87 ) 70 final
 ---pagebreak---                   EXPLANATORY MEMORANDUM
                                      (1 )
 In its Decision of 9 September 1961       , the Council established the
" Société d' énergie nucléaire franco-belge des Ardennes " ( SENA ) as a
Joint Undertaking for a period of 25 years .      The second paragraph of
Article 50 of the Euratom Treaty provides that amendments to the
statutes of Joint Undertaking shall not enter into force until they
hâve been approved by the Council , acting on a proposai from the
Commission in accordance with the procedure laid in Article 47 .
At their extraordinary general meeting on 28 June 1985 , the share­
holders in SENA approved the adaptation of the Statutes of SENA to
French Law No 81 / 1126 of 31 December 1981 on the bringing of commercial
companies or firms into line with the second European Directive ; SENA
was required to adapt its Statutes accordingly before 1 July 1985 ,
which does not affect the provisions governing the Joint Undertaking .
In its letter of 21 May 1986 , SENA submitted the new text of the
Statutes to the Commmission with a view to having it approved by
the Council .   While it is true that such approval cannot be given
until after 9 October 1986, the date on which SENA will cease to be
a joint undertaking , SENA still possessed that status on the date
laid down for the retroactive entry into force of the new Statutes ,
namely , 1 July 1985 .
The Commission proposes that the new text of the Statutes of SENA
be approved .
(1 )  OJ No 65 , 9.10.1961 , p. 1173
 ---pagebreak---                                2 -
Proposai for a Council Decision approving amendment of the Statutes
       ( Articles of partnership ) of the Joint Undertaking
     " Société d' énergie nucléaire franco-belge des Ardennes " ( SENA )
THE COUNCIL OF THE EUROPEAN COMMUNITIES
Having regard to the Treaty establishing the European Atomic Energy
Community and in particular Article 50 thereof ;
Налпд гедагс! 1:о 1Ье ргоро$а1 ? гот 1Не Сотггпззтоп ;
                                                              (1 )
Whereas the Counci l , by its Decision of 9 September 1961         ,
established the Society d'6nergie nucl£aire franco-beige des Ardennes
( SENA ) as a Joint Undertaking ;
Whereas the extraordinary general assembly of the Joint Undertaking ,
at its meeting on 28 June 1985 , decided to amend the Statutes in order
to adapt them to French Law No 81-1126 of 31 December 1981 on the
harmonization of the company law of commercial enterprises with the
second European Directive ;
Whereas this amendment does not affect the provisions governing the
Joint Undertaking ;
Whereas it should therefore be approved ;
HAS ADOPTED THIS DECISION :
( 1 ) OJ No 65 , 9.10.1961 , p. 1173 .
                                                            /
 ---pagebreak---                          - 3 -
                    Article 1
The amendment of the Statutes of the Joint Undertaking " Société
d' énergie nucléaire franco-belge des Ardennes " ( SENA ) appended
to this Decision is hereby    approved .
                    Article 2
This Decision shall enter into force on the date of its publication
in the Official Journal of the European Communities .
                    Article 3
This Decision is addressed to the Member States and the Joint
Undertaking " Societe d'energie nucl£aire franco-beige des Ardennes "
( SENA ).
                                  Done at Brussels ,
                                  For the Counci l
                                  The President
 ---pagebreak---      SOCIETE D' ENERGIE NUCLEAIRE FRANCO-BELGE DES ARDENNES
                            " SENA "
     Société anonyme with a capital of 80 000 000 Francs
     Registered place of business : 3 and 5 , avenue de Friedland ,
                                       PARIS ( 8ème )
                  R.C.S. Paris B 602 043 838
                            STATUTES
                               TITLE 1
                 OBJECTS - NAME - SEAT - DURATION
Article 1
A societe anonyme is hereby formed by and between the owners of the
shares created below and of the shares which may be created in the
future .
This company is established pursuant to Ordonance No 58-1137 of 28
November 1958 and shall be governed by that Ordonance , by thse Statutes
and by the laws relating to soci6t£s anonymes , in particular the law of
24 July 1966 , insofar as the provisions of such laws do not conflict
with the provisions of the Ordonance of 28 November 1958 .
Arti cle 2 - Obiects
The objects of the company are , within the framework of the Euratom
programme , to construct in the territory of Metropolitan France the Chooz
(Ardennes ) Nuclear Power Station and to equip and operate nuclear
power stations .
                                                          «•a/■•
 ---pagebreak---                          - 2 -
Article 3 .  Activities of the company
The proportion of energy produced by the Chooz Power Station which
corresponds to the holding of the shareholders in the capital of the
company , whether natural or legal persons , who are nationals of foreign
countries signatories of the Euratom Treaty shall be made available
to such persons or to groups thereof .
The operation of the Chooz Power Station installations shall be
undertaken by Electricity de France , service national .
Transmission of energy to other countries shall be via the grid under
concession to Electricité de France , service national , up to the
frontiers at which delivery is effected .
Article 4 - Name
The name of the company is Société d' énergie nucléaire franco-belge
des Ardennes , abbreviated to " SENA ".
Instruments and documents issued by the company and intended for third
parties must indicate the name of the company, followed immediately by
the words " society anonyme " or the abbreviation " S.A. " and the amount of
the company 's capital .
Article 5 - Seat
The seat of the company shall be at 3 and 5 , avenue de Friedland , Paris
 ( 8ème ).
 It may be transferred to any other place in Paris or in an adjacent
Department by a decision of the Board of Directors which shall be
 subject to ratification by the next ordinary general meeting of the
 shareholders .
                                                       • • ■/• • ■
 ---pagebreak---                           - 3 -
 It may be transferred anywhere in France outside Paris or in an
adjacent Departement by a decision of the extraordinary general
meeting of the shareholders .
Article 6 - Duration
The period for which the company is formed shall expire on 31 December
2058 , save in the case of pior dissolution or extension .
                          TITLE II
                      Capital - Shares
Article 7 - Capital
The capital of the company is 80 000 000 Francs , divided into 800 000
shares of 100 Francs , of which 400 000 shares shall be Class A shares
and 400 000 shares Class B shares .
The capital may be increased or reduced subject to the following
conditions   :
- Ownership of Class A shares shall be restricted , in accordance with
Ordonance No 58-1137 of 28 November 1958 , to Electricité de France ,
Service national .  Ownership of Class B shares shall be restricted to
nationals , whether naturai or legai persons , of foreign countries
signatories of thè Euratom Treaty .
Article 8 - Increase or reduction of capital
The capital of the company may be increased from time to time by the
creation of new shares representing contributions in kind or in cash ,
or by capitalization of profits , provisions or reserves and allotment
of such new shares to the shareholders credited as fully paid up or
increase of the nominal value of the existing shares , all of which
operations shall be by resolution of the competent general meeting
passed in accordance with the provisions of the law and of these Statutes .
                                                           • ••/• • •
 ---pagebreak---                            - 4 -
 The same meeting shall fix the terms of issue of the new shares or
 of the increase in nominal value of the existing shares , or shall
 delegate its powers for this purpose to the Board of Directors .
  Increases of capital may be effected by creation of either ordinary
 shares or preference shares which confer certain advantages over other
 shares or prior rights either to the profits or to the assets of the
 company or to both .
 Whenever the capital is increased by the issue of shares for cash , an
 equal number of Class A and Class B shares shall be issued , so that
 the number of Class A shares is always the same as that of Class B
 shares .
 Electricité de France shall , pursuant to Ordonance No 58-1137 of 28
 November 1958 , subscribe ail the new Class A shares issued so as to
maintain its 50% shareholding in the capital of the company .
 Shareholders , whether natural or legal persons , who are nationals of
 foreign countries signatories of the Euratom Treaty shall have a
preferential right to subscribe in proportion to the nominal amount of
their shares for new Class B shares that are to be isssued , which right
 shall be exercised in such manner and within such time as the Board of
Directors shall determine .
This right shall be transferable and negotiable subject to Article 11 ;
those shareholders whose shareholdings are such that they are unable to
acquire a new share or an exact number of new shares shall be entitled
to combine to    exercise their rights , subject to the laws and regulations
relating to joint holdings .
 ---pagebreak---                          - 5 -
Where the capital is increased to represent contributions in kind to
the company by shareholders , whether natural or legal persons , who are
nationals of foreign countries signatories of the Euratom Treaty, and
new B shares to the amount thereof are created , this increase    shall be
matched by a second increase of capital , either by the creation of A
shares for contribution in cash by Electricity de France or by creation
of A shares for allotment to that institution in consideration of con­
tributions in kind , or by a combination of these two methods of increasing
the capital .  This second increase of capital , being effected for the
purpose of maintaining the proportion of the capital held by Electricity
de France , must , irrespective of the method employed , be equal to the
increase of capital which it offsets .
Conversely, where the capital is increased to represent contributions made
in kind to the company by Electricite de France and new A shares to the
amount thereof are created , the increase shall be matched by a second
increase of the same amount .   This increase shall consist of B shares
reserved exclusively for shareholders who are nationals of foreign
countries signatories of the Euratom Treaty and it shall represent con­
tributions made by them in cash or in kind .
The general meeting may also , by resolution passed as provided above ,
reduce the capital of the company , for any reason whatsoever .   This
reduction may in particular be effected by repayment to the shareholders ,
purchase and cancellation of the shares of the company or exchange of
existing shares for new shares , equal or fewer in number , which may or
may not have the same nominal value , provided the number of Class A shares
is always equal to the number of Class B shares .
Resolutions of an extraordinary meeting concerning any increase or reduc­
tion of capital referred to in this Article shall not , in any case or for
any reason whatsoever , derogate from the principle enunciated in the first
paragraph of Article 7 .
                                                      ■ ■ ■/■ • ■
 ---pagebreak---                           - 6 -
Further , the various provisions contained in this Article shall not
affect the preferential right of subscription of shareholders as
provided for in the laws in force .
Article 9 - Calls on shares .
The amount of the shares subscribed shall be payable , either at the seat
of the company or at any other place appointed for the purpose , as
follows :
- Not less than one-fourth at the time of subscription ;
- The balance within a period of not more than five years , in one or
more instalments , according to thè requi rements of thè company, at such
times and in such proportions as shall be determined by thè Board of
Di rectors .
Notice of calls shall in   each case be served on shareholders by
registered letter , with advice of delivery , 15 days before the time
fixed for such payment .
Subscriptions for shares upon which the payment due at the time of
subscription has not been made may be deemed void if no action has been
taken within eight days after service of notice by registered letter .
Any share certificate not duly marked to show that payments due in
respect thereof have been paid shall cease to be negotiable and no
dividend shall be paid thereon .
Shareholders , intermediate transferees and subscribers shall be jointly
and severally liable for the amount of the share . However , any
subscriber or shareholder who has transferred his certificate shall ,
two years after the transfer , cease to be liable for calls not yet made .
                                                   •••/••■
 ---pagebreak---                                7
If the sum called in respect of a share is not paid at the times
  aforesaid , interest shall fall due at the rate of 7 % per annum for
each day of delay in payment without the need for action at law .
 Furthermore , if a shareholder possessing B shares fails to pay the
amounts due on the due dates , the Board of Directors    shallrequire him
by registered letter with advice of delivery addressed to his last
known domicile to pay the sums due from him .
If this demand does not produce the desired effect , the company shall ,
without any court authorization , proceed with the sale of the shares .
To that end , it shall publish in a publication which carries legal
notices in the Departement in which the company has its seat , at least
30 full days after the demand referred to in the preceding paragraph ,
the numbers of the shares put up for sale and shall inform the debtor
and , where necessary , the co-debtors thereof by registered letter
containing in particular the date and number of the publication in which
this information has appeared .
The sale , which may not take place less than 15 full days after dispatch
of the last-mentioned registered letter , shall be by public action
through the agency of an exchange broker or of a notary at the risk of
the defaulting shareholder .
Only holders of Class B shares shall be permitted to bid if the shares
can be sold at a price which ensures that the company will receive the
whole of the sums due from the defaulting shareholder .
If no bid reaches that figure , bidding shall be open to persons who are
not members of the company , provided they are nationals of foreign
countries signatories of the Euratom treaty .
 ---pagebreak---                              - 8 -
The entry relating to the defaulting shareholder shall automatically
be deleted from the company 's books .  The purchaser shall be entered
and new certificates indicating that the calls have been paid up and
marked " duplicata " shall be issued .
The net proceeds of sale shall be received by the company in full and
shall be applied in payment of what is owed to the company by way of
principal and interest by the defaulting shareholder and then in re­
payment of the expenses incurred by the company in arranging the sale .
The defaulting shareholder shall be liable for any deficiency        or entitled
to any surplus as the case may be .
The company may also take personal action against the defaulting
shareholder and , where necessary , the co-debtors either before , after
or during the sale .
The provisions in paragraph 128 of this Article shall apply in the
event of non-payment of issue premiums .
Article 10 - Form of shares
Shares shall be and shall continue to be registered .   They shall be
entered in their owner 's account in accordance with the conditions
and procedures provided for under the law .
Article 1 1 - Transfer of shares
Class A shares owned by Electricite de France , service national , and
rights attached thereto , in particular rights of subscription and
allotment , shall be non-transferable .
Class B shares of the company and rights of subscription or allotment
attached to such shares may be transferred only to natural or legal
persons who are nationals of foreign countries signatories of the
 Euratom Treaty, irrespective of the manner in which the transfer is
                                                         • ■ #/• ■ ■
 ---pagebreak---                          - 9 -
effected and whether or not for valuable consideration .
The same shall apply to transfer of such shares inter vivos or
on death .
If the transférée is or the transférées are already shareholders of
the company , there shall be no restriction on transfer .
If , on the other hand , the transférée is not yet a shareholder of the
company, the following rules shall apply :
Save in the case of succession , of liquidation of the joint estate of
spouses or of transfer , either to a spouse or to a relative in the
ascending or descending line , the transfer of shares in any form
whatsoever shall be subject to the company 's approval .
In order to obtain such approval , the transferor shall by an informal
measure or by registered letter with a request for advice of delivery
inform the company of the transfer proposal , stating the surname , fore­
names and address of the transferee is a natural person , or the name
and company seat if a legal person , the number of shares to be trans­
ferred and the price offered .   The approval shall be given by means of
notification or shall be deemed to have been given if no reply is recei­
ved within three months from the date of the request .
If the proposed transferee is not approved by the company, the Board of
Directors shall , within three months from the date of notification of
refusal , ensure that the shares are acquired either by a shareholder
possessing B shares or by a third party who is a national of a foreign
country signatory of the Euratom Treaty , or , with the consent of the
transferor , by the company with a view to reducing the capital .  If no
agreement is reached between the parties , the price of the shares shall
be determined under the conditions provided for in Article    1868 ( 5 )
of the civil code .
 ---pagebreak---                             - 10 -
 If the shares have not been purchased by the time the period referred
to above has expired , approval shall be deemed to have been given .
However , that period can be extended at the request of the company by
an order , against which no appeal may be made , of the President of the
commercial court where the company has its seat , acting in chambers ,
the transferring shareholder and the transferee having duly been
summoned .
Article 12 - Indivisibility of shares
Shares are indivisible as regards the company .
Joint holders shall be represented in relation to the company by only
one of their number .
The legal owner or owners shall be validly represented in relation to
the company by the holder of a beneficial life interest , subject to the
provisions of Article 30 with regard to the voting right .
Article 13 - Rights attached to shares
Each share shall carry the right to a share in the assets of the company ,
a share in the profits and a share in the liquidation surplus propor­
tional to the share of the company 's capital which it represents .
Each share shall carry a right , both during the existence of the company
and in the event of its liquidation , to settlement of the same net sum
for any distribution or any reimbursement .
The rights and obligations attached to a share shall pass to the acquirer
thereof , whoever he may be . Ownership of a share shall automatically
imply acceptance of the Statutes of the company and of the resolutions
passed by the general meeting . The voting right attached to each share ,
whether or not that share is jointly owned , shall be exercised in accor­
dance with the law .
                                                      ■ •«/• ■•
 ---pagebreak---                                11
  The heirs or creditors of a shareholder may not , on any pretext
  whatsoever , demand that seals be affixed to the property and documents
  of the company , nor shall they interfere in any way in its administra­
  tion ; in order to exercise their rights , they shall refer to to sche­
  dules of assets and liabilities of the company and to the resolutions
  of the general meeting .
  Whenever it is necessary to possess several shares in order to exercise
  any right in the event of exchange , amalgamation , allocation of shares ,
  increase or decrease of capital , merger or any other company operation ,
  the holders of individual shares or of a number of shares which is less
  than the required number shall be capable of exercising that right only
  on condition that they take an active personal part in the grouping and ,
  where appropriate , in the purchase or sale of the requisite number of
  shares .
  Article 14 - Liability of shareholders
  Shareholders shall be liable only up to the amount of the shares which
  they own and any calls in excess of that amount shall be prohibited .
                               TITLE  III
I
                       ADMINISTRATION OF THE COMPANY
  Article 15 - Composition of the Board of Directors .
  The company shall be administered by a Board composed of an even number
  of Directors which shall not be less than four nor more than twelve ,
  half of whom shall represent Electricite de France and the other half
  the Class B shareholders .
 ---pagebreak---                            - 12 -
The Directors representing Electricité de France shall be appointed
by that establishment .
The Directors representing the Class B shares shall be elected by the
general meeting of shareholders ; Electricite de France shall not take
part in this election .
A legai person may be nominated as a Director , but , once he has been
nominated , he must appoint a naturai person who shall be his permanent
representati ve on thè Board of Directors ; thè office of permanent re-
presentative of a legai person in his capacity as Director of a Company shall
be conferred for the duration of the functions as Director of that legal
person .
When the legal person revokes the appointment of his representative ,
he shall be required to provide simultaneously for a replacement ; this
also applies in the case of the death or resignation of the representative .
Any changes that occur in respect of the natural person representing a
legal person must be notified forthwith to the company of which the legal
person is a Director . The permanent representatives authority to act
must be confirmed on each renewal of the term of office of the mandator
company as Director .
Article 16 - Qualification shares
Each Director representing Class B shareholders shall hold at least one
share throughout his term of office .
That share shall be applied entirely as security for acts of administration ,
including any which may be exclusively personal acts of a Director ; it
shall be inalienable . Its entry in the account shall contain information
to that effect . It shall not be possible to offer it as security .
The qualification shares of the Directors appointed by Electricité de France ,
service national , shall be deposited by that establishment .
 ---pagebreak---                              13 -
Article 17 - Terms of Office of Directors - Retirement and replacement .
The term of office of a Director shall be six years .
The term of office of a Director shall expire on conclusion of the
ordinary general meeting of the shareholders which has considered
the accounts for the past financial year and has been held during
the year in which the term of office of the said Director expires .
The first Board of Directors shall remain in office until the ordinary
general meeting which considers the accounts for the fifth financial
year of the company and which will replace the whole Board .
Thereafter a number of the Directors shall retire and be replaced at
the annual meeting , that number being in proportion to the number of
Directors for the time being in office . Such retirement and replace­
ment shall take place once every period of a year or two years , these
periods alternating , if necessary , in such a way that the replacement
process is as regular as possible and in any case complete after every
period of six years , but also that the requirements of Article 15 are
at all times complied with .
When this provision is brought into operation , the order of retirement
shall be determined by lot at a meeting of the Board ; once the order
of rotation has been established , the Directors shall retire and be
replaced in the order of their seniority of office , and the term of
office of each Director shall be six years .
Retiring Directors shall be eligible for re-election .
The number of Directors over 70 years of age on the Board may not
exceed one-third of the number of the Board 's serving members . When
the number of Directors over 70 years of age exceeds one-third of the
number of serving Directors , the term of office of the oldest Director(s )
shall expire on the day of the annual ordinary general meeting of share­
holders following the date on which the proportion of one-third was
exceeded .
 ---pagebreak---                             - 14 -
Article 18 - Temporary appointments
If one or more Directors' seats become vacant as the result of death
or resignation , the Board may fill such vacancies between two general
meetings by making temporary appointments , but it must at all times
comply with ther requi rements of Article 15 .
When the number of Directors falls below the legal minimum of three
members , the remaining Directors must immediately convene the ordinary
general meeting in order to make up the requisite number of Directors
of the Board .
When the number of Directors falls below the statutory minimum , but not
below the legal minimum , the Board of Directors must make temporary
appointments in order to make up the requisite number of members within
a period of three months from the date of the vacancy .
The appointments made by the Board in accordance with paragraphs 1 and
3 above shall be submitted for confirmation at the next ordinary general
meeting . If they are not confirmed , resolutions passed and acts done
by the Board continue nevertheless to be valid .
A Director appointed to replace another whose term of office has not
expired shall remain in office only for the unexpired period of his
predecessor 's term of office .
When the Board fails to make the appointments required or to convene the
meeting , any party concerned may take action at law to ensure the
designation of an authorized agent responsible for convening the general
meeting so that appointments may be made or that the appointments
provided for above may be confirmed . The authorized agent shall be
designated by the President of the commercial court where the Company
has its seat , acting on request .
                                                  .../...
 ---pagebreak---                               - 15 -
Article 19 - Officers
The Board shall appoint from among its members a Chairman and a Vice-
Chairman , who may be elected for their full terms of office as Directors ,
subject to resignation or dismissal .
The Chairman shall be elected from the Directors appointed by Electricité
de France .
The age limit for assuming the office of Chairman shall be fixed at 70
years .
The term of office of the Chairman shall expire on the date of the annual
ordinary general meeting which follows the date on which he reached the
age of 70 years .
The Vi ce-Chari rman shall be elected  rom the Directors representing the
holders of Class B shares .
Whenever the Chairman and the Vice-Chairman are absent from a meeting ,
the Board shall appoint one of the members present to take the chair .
The Board shall also appoint a Secretary , who need not be a shareholder .
Article 2 0 - Proceedings of the Board
The Board of Directors shall meet when convened by the Chairman , or upon
requisition by one-third of its members , as often as the interests of the
company so require ; such meetings shall be held either at the seat of the
company or at such other premises or place as may be stated in the notice
convening the meeting , which shall also contain a summary agenda for the
meeting .
                                                          /
 ---pagebreak---                           - 16 -
Each Director may , by letter or by telegram , appoint one of his colleagues
to act as his proxy at any meeting of the Board of Directors .     No Director
may act at any one meeting as proxy for more than one of his colleagues .
These provisions shall apply to the permanent representative of a Director
who is a legal person .
The proceedings of the Board shall be valid only if not less than half
the members in office are présent .
Resolutions shall be passed by a majority of the votes of the members
present in person or by proxy .   However , resolutions relating to investment
of available moneys , authorization of loans and advances , sureties and
guarantees of bills of exchange , borrowings by arranging of credit faci­
lities or otherwise , methods of implementing loans authorized by the gene­
ral meeting pursuant to Article 39 of the Statues      orders in excess of
400 000 Francs , acquisitions , exchanges of immoveable property or of rights
therein , and the sale of such property and rights as are no longer requi­
red , the formation of any company or firm and the contribution of assets
or any company or firm already existing shall be valid only if passed
by majority of two-thirds of the votes of members present in person or
by proxy .
Each Director shall have one vote , save where he acts as proxy for one
of his colleagues , in which case he shall have two votes .    In the case of
equality of votes , the Chairman of the meeting shall have a casting vote .
If , however , by reason of the number of Directors in office , the Board
may pass valid resolutions with only two- of its members present in person
and no other Director has appointed a proxy, resolutions shall be passed
by unanimous vote .
Article 21 - Minutes of meetings
Proceedings of the Board of Directors shall be recorded in minutes , which
shall be kept in a special minute-book at the seat of the company .
 ---pagebreak---                             17
The names of the Directors present , represented , excused or absent
must be mentioned in the minutes ; the minutes must indicate the presence
or absence of persons called to the meetings pursuant to legal provisions
and the presence of any other person who participated in all or part of
the meeting .
They shall be signed by the Chairman of the meeting and by at least one
Director who participated in the meeting ; if the Chairman of the meeting
is prevented from signing , they shall be signed by two Directors .
Copies or extracts shall be certified by the Chairman of the Board of
Governors , the Director delegated to act temporarily as Chairman or a
duly appointed person authorized to act to that end , who may be the
Secretary of the Board of Directors .
Article 22 - Powers of the Board of Directors
The Board of Directors shall have full power to act on behalf of the
company and to perform or authorize any or all acts and transactions
relating to the objects of the company , save as reserved to the ordinary
general meeting or to any extraordinary general meeting .
In particular , it shall enter into contracts with Electricite de France ,
service national , for the operation of installations for producing elec­
tricity from nuclear energy pursuant to Ordonnance no . 58-1137 of 28
November 1958 .  It shall appoint and dismiss employees of the company and
fix their salaries , wages and bonuses , and all other conditions concerning
their appointment and dismissal , in accordance with the Statut national
du personnel des industries electriques et gazieres .
Article 23 - General Management
The Chairman of the Board of Governors , who shall be a natural person ,
shall be responsible for the general management of the company .    On a
 ---pagebreak---                          - 18 -
proposal from thè Chairman , thè Board may appoint to assist him either
one of its members or an agent not chosen from among its members , who
shall have thè capacity of General Manager and who , in either case , must
be a naturai person .
The age limit of the General Manager shall be fixed at 65 years . The
term of office of the General Manager shall expire on the day of the
annual ordinary general meeting of shareholders following the date of
his 65th birthday .
The Board of Directors shall confer upon its Chairman and , where appro­
priate , upon the General Manager appointed by the Board to assist him ,
such powers as are required for the proper conduct of the day-to-day
business of the company , which may include power to delegate their
authority in part .
If the Chairman is temporarily indisposed or has died , the Board of
Directors may delegate the duties of Chairman to a Director representing
Electricité de France .  Where the indisposition is temporary, that délé­
gation of duties shall be for a Limited period ; it shall be renewable .
In the event of the Chairman's death , it shall apply until a new
Chairman is elected .
The fixed and proportional remuneration paid to the Chairman for carrying
out his duties of general management and , where appropriate , to the
General Manager appointed to assist him and , if necessary , to the Director
to whom duties have been delegated pursuant to the preceding paragraph ,
shall be determined by the Board of Directors and shall be charged to the
general expenses account .
The Board of Directors may , subject to the conditions laid down by law ,
form a committee to examine such questions as it may submit to : it , the
members of which may receive special remuneration therefor .
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Article 24 - Signature of documents
All documents concerning the company which have been resolved upon or
authorized by the Board shall be signed either by the Chairman of the
Board , the General Manager , if one has been appointed to assist the
Chairman , or any agent who has been empowered to sign by either the
Chairman , the General Manager or the Board of Directors .
Article 25 - Contracts with Directors
Authorization in accordance with the laws in force shall be required for
the making of any contract between the company and one or more of its
Directors or with an undertaking of which one of the Directors of the
company is the owner , personally liable as a partner , chief executive ,
director or manager .
Art i c le 26 - Accountabi lity of Directors
The Chairman and the other Directors shall be accountable for the per­
formance of their duties in the manner requi red by the laws : in force .
Article 27 - Rémunération of       Directors
Apart from the special remuneration provided for in Article 23 , the
Directors may receive by way of attendance fees an allowance , the amount
of which , as determined by the general meeting , shall remain unchanged
until otherwise resolved by that meeting and shall be apportioned by
the Board among its members as it thinks fit .
 ---pagebreak---                             - 20 -
                           TITLE IV
                           AUDITORS
Article 28 - Appointment and duties
The general meeting shall appoint , for such term and in such manner as
the laws in force require , at least two full-time Auditors to perform
the duties assigned to them by those laws .
Auditors shall be eligible for re-election .
They shall have the right to convene a general meeting where the Board of
Governors fails to do so .
The ordinary general meeting may appoint one or more alternate auditors to
replace the full-time Auditors in the event of their death , unavailability
or refusal to act for a period equal to that of the term of office of the
full-time Auditors .
The Auditors shall receive a remuneration , the amount of which as determined
by the genral meeting shall remain unchanged unless otherwise resolved by
that meeting .
 ---pagebreak---                                   - 21
                              TITLE V
                          GENERAL MEETINGS
                              Section 1
                Provisions applicable to both ordinary
                   and extraordinary general meetings
Article 29 - Convening of general meetings
The general meetings of shareholders shall be convened by the Board of
Directors .    Failing this , they may also be convened :
1 ) by the Auditors ;
2 ) by a legally appointed authorized agent at the request of any interested
    party in the event of an emergency or of one or more shareholders repre­
    senting at least one-tenth of the capital ;
3 ) by the liquidator(s ) during the period of liquidation .
Subject to the provisions of Article 41 concerning extraordinary general
meetings other than those convened for the first time , general meetings
shall be convened by a notice appearing in a publication entitled to carry
legal notices in the Departmement in which the company has its seat at least
fifteen full days before the scheduled date of the meeting if the meeting is
to be held after the first notice .     This period shall be reduced to six full
days in the case of general meetings to be held after a second notice and
in that of extended meetings .
Since all the shares are registered , the published notices provided for in
this Article may be replaced by a notice sent to each shareholder by registered
letter at the company 's expense .    Where the meeting is convened by published
notice , the shareholders who have held registered shares for at least one
month on the date of the notice convening the meeting shall be called to
attend that meeting by ordinary letter .     On request , such shareholders may
be called to the meeting by registered letter on condition that they forward
to the company the sum representing the registration cost .
                                                                 •§•/••■
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The notice shall State the day , time and place of the meeting and give
a brief description of the object .
Article 30 - Conditions of admission
Persons who have held shares fo not less than five days before the date of
the meeting may , without any preliminary formalities , attend that meeting
or appoint a proxy to represent them thereat .
The right to vote attached to the share which confers the right to attend
the general meeting shall belong to the holder of a beneficial life
interest in the case of ordinary general meetings and to the legal owner
in the case of extraordinary general meetings .
Where shares have been offered as security , the right to vote shall
continue to belong to the owner of the shares .
Joint owners of shares shall be represented at meetings by one of them or
by a jointly authorized agent .    In the event of disagreement , such agent
shall be designated by the President of the commercial court acting in
chambers at the request of the joint owner who petitions first .
A shareholder may always be represented at meetings by his / her spouse
or by another shareholder .
A company or firm may validly be represented by its manager or one of
its managers , its president directeur general or his deputy, or any agent
specially appointed for the purpose who need not personally be a shareholder
of this company .
Article 31 - Composition
The general meeting (ordinary or extraordinary) shall comprise ail the
                                                         .../...
 ---pagebreak---                           23
shareholders , irrespective of the number of shares they hold , provided
the amounts due thereon have been paid in full .
Article 32 - Voting power
At all general meetings ( ordinary or extraordinary ), the voting right
attached to the shares shall be subject only to the restrictions speci­
fied in Article 82 of the Law of 24 July 1966 and shall be proportionate
to the share of capital that they represent respectively , each share
carrying not less than one vote .
Article 33 - Officers of the Meeting
The Chairman of the Board of Directors shall preside at the meeting or ,
in his absence , the Vice-Chairman of that Board , and in the absence of
the Vice-Chairman also , a Director designated for that purpose by the Board .
The duties of scrutineers shall be performed by the two shareholders
present and willing who represent , whether in person or by proxy , the
greatest number of shares .
The officers shall appoint the Secretary , who need not be a shareholder .
The List of persons présent at the meetings must contain the following
information   :
1 ) thè name , usuai forename and fixed address of each shareholder
    present , thè number of shares that he holds and thè number of votes
    attached to those shares ;
2 ) the name , usual forename and fixed address of each shareholder re­
    presented by proxy , the number of shares that he holds and the number
    of votes attached to those shares ;
                                                    • ••• / ■ • •
 ---pagebreak---                           - 24 -
3 ) the name , usual forename and fixed address of each authorized agent ,
    the number of shares held by his mandators and the number of votes
    attached to those shares .
The officers of the meeting may append to the list of persons present
the proxy bearing the name , usual forename and fixed address of each
mandator , the number of shares he holds and the number of votes attached
to those shares .   In that case , the officers of the meeting shall no
longer be required to enter in the list of persons present the information
concerning the shareholders represented by proxy, but the number of proxies
appended to the said list iiall be indicated on it .   These proxies shall
be notified under the same conditions and at the same time as the list
of persons present .
The list of persons present , duly signed by the shareholders present and
by the agents of shareholders who have appointed proxies , shall be
certified as correct by the officers of the meeting .
Article 34 - Agenda
The agenda of a meeting shall be drawn up by the convenor of that meeting ,
subject to implementation of the provisions of Article 128 of Decret
N° 67-236 of 23 March 1967 .
No item other han those on the agenda shall be considered .
Article 35 - Minutes
Proceedings of the general meeting shall be recorded in minutes , which
 shall be kept in a special minute-book at the seat of the company,
 classified and initialled . However , these minutes may be recorded on
 loose sheets which are numbered and initialled in unbroken order , in
 compliance with the conditions laid down in Article 85 of Decret N°
 67-236 of 23 March 1967 .
 ---pagebreak---                             25
The minutes of the proceedings of the meeting must contain the date and
place of the meeting , the way in which the meeting was convened , the
agenda , the list of officers of the meeting , the number of shares pai–
ticpating in the vote and the quorum attained , the document^ and reports
placed before the meeting , a summary of the discussions , the texts of
the resolutions put to the vote and the result of the voting .   They
shall be signed by the officers of the meeting .
Copies or extracts of such minutes shall be validly certified either by
the Chairman of the Board of Directors or by the Secretary of the meeting .
After dissolution and during the winding up of the Company , such copies
or extracts shall be signed by the liquidator or one of the liquidators .
Article 36 - Effect of   resolutions
A general meeting duly constituted shall represent the entire body of
shareholders .  It may be an ordinary or an extraordinary general meeting
provided it fulfils the necessary conditions .
Resolutions passed by a general meeting in accordance with the law and
these Statutes shall be binding upon all shareholders , including absent or
or dissenting shareholders .
 ---pagebreak---                             26 -
                        SECTION II
                 ORDINARY GENERAL MEETINGS
Article 37 - Quorum
The ordinary general meeting shall be held at least once a year within
the six-month period preceding the closing of the financial year ,
subject to prolongation of that period by a Court decision .
An ordinary general meeting ( whether annual or convened extraordinarily )
shall be validy held only if the number of shareholders comprising it
represents not less than one-quarter of the capital .  This quorum shall
be calculated by reference to the total shares forming the capital , less
those in respect of which , pursuant to any law or regulation , there is
no right of vote .
If the quorum of one-quarter is not attained , the general meeting shall
be convened afresh in the manner provided for in Article 29 .
The proceedings at the second general meeting shall be valid irrespective
of the number of shares represented , but resolutions passed thereat shall
relate only to items on the agenda for the first meeting .
Article 53 - Ma jori ty
Resolutions of an ordinary general meeting shall be passed by a majority
of the votes of shareholders present or represented , including share­
holders voting by correspondence .
 ---pagebreak---                            - 27 -
Article 39 - Powers
The ordinary general meeting shall hear the report of the Board of
Oirectors on the business of the company and on the annual accounts ;
it shall also hear the reports of the Auditors .
It shall  :
- discuss and approve or rectify the accounts , and fix the dividends to
  be distributed ;
- appoint the Directors and Auditors ;
- fix , where appropriate , the allowance which may be received by the
  Board of Directors by way of attendance fees and the allowances to
  be paid to the Auditors ;
- take decisions on any other proposals on the agenda which are not
  within the competence of an extraordinary general meeting ;
  and
- confer on the Board of Directors the necessary authority to deal with
  cases in respect of which the powers conferred upon the Board may be
  inadequate , and in particular authorize the contracting of loans by
  the issue of bonds or debentures , whether secured by mortgage or not .
The resolution approving the balance sheet and accounts shall not be
passed until after the reports of the Auditors have been heard .
Otherwise it shall be invalid .
                                                     •••/•••
 ---pagebreak---                               - 28 -
                          SECTION III
                 EXTRAORDINARY GENERAL MEETINGS
 Article 40 - Majority
 Resolutions of an extraordinary general meeting shall be passed by
 a majority of two-thirds of the votes of shareholders present or
  represented , including shareholders voting by correspondence .
 Article 41 - Powers - Quorum - Notice of meetings
 Subject to approval in the manner required under Ordonance N° 58-1137
 of 28 November 1958 , second paragraph of Article 1 , only the extraordi­
 nary general meeting shall have authority to amend any provisions of
 the Statutes .    It may not , however , increase the shareholder 's commit­
 ments if the decision to do so is not unanimous , with the exception of
 those that would result from regrouping of shares carried out on a
  regular basis .
  It may, in particular do all or any of the following things , the list
 being in no way exhaustive :
- resolve to increase the capital or authorize an increase thereof , in
  accordance with the conditions contained in Article 8 ;
- resolve to reduce the capital ;
-resolve that the capital be divided into shares of a nominal value
 different from that of the existing shares , and that the shares be
  consolidated , involving , if appropriate , the obligation to transfer
 or purchase existing shares so that one or other of these transactions
 may be effected ;
  résolve to change the name of the company and to transfer its seat
 outside Paris where it is now situated and outside the adjacent
  Départements ;
                                                            /
 ---pagebreak---                               29 -
resolve upon any alteration of the form in which and the conditions
upon which shares may be transferred ;
resolve that the period for which the company is being formed be
extended or reduced ;
resolve that the company be subject to any new law which has not
been declared retrospective ;
resolve that the company be dissolved before the period for which
it is formed has expired , or that it be amalgamated with one or
more companies already existing or to be established pursuant to
Ordonance No 58-1137 of 28 November 1958 ;
resolve that the objectives of the company be altered , in particular
as regards their extension or restriction , and decide on the distribu­
tion of the profits and assets of the company .
In the event of verification of the capital subscribed in kind and
any special rights granted , the general meeting , in the same way as
constitutive meetings , shall be held under the conditions regarding
quorum and majority laid down for the extraordinary general meetings .
In all cases mentioned above , and when required to pass resolutions
concerning alterations relating to the objects of the company , an
extraordinary meeting shall be duly constituted , and may be duly held ,
only if not less than one-half of the capital is represented .
However , for purposes of verification of the contributions in kind and
of the special rights that are submitted to the meeting for approval ,
the capital that must be represented shall not include shares owned by
the persons who made such contributions in kind or stipulated for such
rights .
 ---pagebreak---                            - 30 -
The extraordinary general meeting may be duly held after a first
notice only if the shareholders present or represented together
possess at least half of the shares conferring the right to vote .
If this condition is not fulfilled , the general meeting shall be
reconvened in the manner and within the period prescribed by
Article 29 of these Statutes .   After the second notice , the meeting
shall be duly held if the shareholders present or represented
together possess at least one-quarter of the shares conferring the
right to vote , but only the items on the agenda of the first meeting
may be considered .
Failing such quorum , the second meeting may be postponed to a date
not more than two months later than that for which it was originally
convened and then convened and held in the manner and within the
period required under Article 29 of the Statutes .   After this third
notice , the meeting shall be duly held if the shareholders present
or represented together possess at least one-quarter of the shares
conferring the right to vote , but only the items on the agenda of
the first meeting may be considered .
By way of derogation from the rules set out above , the general meeting
called upon to act on a proposal to increase the capital by incorpo­
ration of reserves , profits or issue premiums shall be held in accor­
dance with the conditions regarding quorum and majority laid down for
the ordinary general meetings .
                                                  .../...
 ---pagebreak---                          - 31
                      TITLE   VI
     COMPANY ACCOUNTS  -   ALLOCATION OF PROFITS OR LOSSES
Article 42 - Financial year
The financial year shall run from 1 January to 31 December .    By way
of exception , the first financial year shall run from the date of
establishment of the company to 31 December 1960 .
Article 43 - Company accounts
A schedule of the assets and liabilities of the company shall be
drawn up each year by the Board of Directors in accordance with the
rules in force .
The Board shall further draw up the annual accounts comprising the
balance sheet , the profit and loss account and an annex and shall
present to the shareholders a written management report describing
the company 's situation and , where appropriate , that of its subsidiary
companies and their activities during the preceding financial year , fore­
 seeable    developments and the important events that occurred between
the date of year end closure and the date on which the report was
drawn up .
Where , under the conditions defined in Article 11 of the Code du Commerce ,
changes are made to the way in which the annual accounts are presented
or to the methods of evaluation adopted , they shall , in addition , be
pointed out in the management report and , where appropriate , in the
Auditors' report .
 ---pagebreak---                          - 32 -
Even where no profits or insufficient profits have been earned ,
charges and provisions necessary for the balance sheet to reflect
the true situation shall be made .
The documents listed in this Article shall be made avai labié to
the Auditors not later than the forty five days before the date
of the general meeting .
Any shareholder may exercise the right to peruse the documents
listed in the laws and regulations in force .
Article 44 - Allocation of profits or losses
A Levy of at least one-twentieth shall be made on the profits of
the financial year , less , where appropriate , previous losses , and
shall be allocated to the setting-up of a reserve fund termed
" legal reserve ". This levy shall cease to be obligatory when the
said funds amount to a sum equal to one-tenth of the company 's
capital .
The profit available for distribution shall be the profit for the
financial year , less previous losses and deductions for the setting-up
of the legal reserve and , if such exist , reserves prescribes by
articles , plus , where appropriate , profit carried forward .
After the accounts for the financial year have been approved and it
has been ascertained that profit is available for distribution , a
sum equivalent to 5 % of the nominal sums which have been paid up on
the shares and not reimbursed shall be deducted from that profit by
                                                  ■••/a aa
 ---pagebreak---                             - 33 -
way of interim dividend . If the profit for any year does not permit
such payment , the shareholders shall not be entitled to claim payment
thereof out of the profits for subsequent years .
The ordinary general meeting may then , on a proposal from the Board of
Directors , determine as it thinks fit the amount to be deducted whether
for carrying forward to the next financial year or for payment into one
or more reserve funds , the allocation and use of which it shall determine .
The balance shall be distributed between the shareholders .
The general meeting may decide to distribute the sums deducted from the
reserves at its disposal ; in that case , the decision shall expressly
indicate the reserve items from which the deductions shall be made .
Where losses exist , they shall   after the accounts have been approved
by the general meeting , be entered in a special account on the liabilities
side of the balance sheet in order to be charged to the profits of sub­
sequent years until they have been paid off or discharged by deduction
from the reserves .
The dividends on the shares shall be paid at the times and places fixed
by the meeting or by the Board of Directors within a maximum period of
nine months from the year end closure .   That period may be extended
by court decision .
                              TITLE   VII
                        DISSOLUTION - WINDING UP
Artide 45 - Proprietors 1 capitai which is less than half of th è
              company's capitai .
If , by reason of the losses ascertained in the accounting documents ,
the proprietors' capital of the company falls below half of the
                                                          / ...
 ---pagebreak---                           - 34 -
Company 's capital , the Board of Directors shall be required to call
an extraordinary general meeting within the four-month period
following the approval of the accounts which revealed these losses
in order to decide whether the company should be dissolved earlier
than intended .
If the decision is not in favour of dissolution , the company shall be
required , not later than the closure of the second financial year follo­
wing the year in which the losses were ascertained and subject to the
legal provisions relating to the minimum amount of capital of societes
anonymes , to reduce its capital by an amount at least equal to that of
the losses which could not be charged to the reserves if , within that
period , the proprietors' capital has not been replenished to an amount
at least equal to half of the company 's capital .
Article 46 - Winding up of the company
On expiration of the period for which the company was formed , or in
the case of prior dissolution for any reason whatsoever , the general
meeting shall , on a proposal from the Board of Directors , determine
the method of winding up and appoint one or more liquidators , whose
powers it shall likewise determine .
On appointment of the liquidators , the powers of the Directors and
Auditors shall lapse .
During winding up, the general meeting duly constituted shall retain
the same powers as those held during the life of the company; it shall
in particular adopt the winding up accounts , discharge the liquidators
and resolve upon all the affairs of the company . It shall be presided
                                                    • • • • / •••
 ---pagebreak---                               - 35 -
over by one of the liquidât ors and , if the liquidators are absent
or unavai labié , it shall itself elect a chairman .
The task of the liquidators shall be to realize , including by amicable
arrangement , all the assets , and to discharge the liabilities of the
company .  For this purpose they shall , solely by virtue of their capa­
city , have full powers , save for such restrictions as the general
meeting may place thereon , including power to enter into an agreement ,
composition or an arrangement with creditors , to give security including
security by way of mortgage , to make withdrawals from suit and cancella­
tions , with or without payment .  And further , pursuant to a resolution
of an extraordinary general meeting , they may assign to another company
or firm all or part of the property, rights and obligations held by the
company being dissolved , or agree to the transfer of such property, rights
and obligations to any other company, firm or person , subject to provisions
of Articles 394 to 396 of the Law of 24 July 1966 .
After clearance of the debts of the company and the charges on its
property, the net proceeds of winding up shall be applied in the first
place in repayment of the capital in full if repayment has not yet been
effected .  The balance shall be distributed among all the shares .
                              TITLE VIII
                              DISPUTES
Article 47 - Juri sdiction
All disputes arising during the life of the company or in the course
of its winding up , whether between shareholders and the company or
between the shareholders themselves , concerning the affairs of the
company shall be judged in accordance with the law and shall submit to
the authority of the courts within whose jurisdiction the seat of the
                                                       • • • /• ■ •
 ---pagebreak---                            - 36 -
 company is situate »
 To this end , every shareholder shall , in thè event of a dispute , give
 an address within thè jurisdiction in which thè company seat is
 situate, and any summons or notice is valid if served at that address .
Where an address for service is not given , summonses and notices are
valid if served at the office of M. Le Procureur de la Republique pres
le Tribunal de grande instance within whose jurisdiction the seat of
the company is situate .
                            TITLE  IX
                      TRANSITIONAL PROVISIONS
   Article 48
   This company will be definitively established only when :
   1 ) All the shares have been subscribed and paid up as to not less
       than one-quarter , which shall be attested by declaration made
       before a notary public by the founder of the company, to which
       shall be annexed one of the originals of the Statutes and a
       statement of the capital subscribed and the amounts paid
       containing the statements required by law .
   2 ) A general meeting has recognized that the statement of the capital
       subscribed and amounts paid up is correct and has appointed the
       first Directors and the Auditor or Auditors and recorded their
       acceptance of office .
                                                       •   / •••
 ---pagebreak---                        - 37
3 ) The necessary permission has been obtained from the foreign
    exchange authorities for transfer of the foreign capital
     required for the formation of the capital of the company .
Article 49
If this company is established as a Joint Undertaking within the
meaning of the Treaty establishing the European Atomic Energy
Community / it shall be subject , for the whole of the period of its
activity as such , to the provisions of the Treaty , to acts adopted
in implementation thereof and in particular to the Euratom Council
Decision establishing it as a Joint Undertaking .
In particular :
- Ammendments to these Statutes shall not enter into force until they
   hâve been approved by the Counci l of the European Communities ;
- In accordance with Article 171 ( 3 ) of the Treaty , the company’s
   profit and loss accounts and balance sheets relating to each
   financial year shall , within one month after their approval by the
   general meeting of the company , be sent by the Board of Directors
   to the Commission of the European Communities , which shall place
   them before the Council and the European Parliament .   The estimates
   of revenue and expenditure shall be submitted in accordance with the
   same procedure one month at the latest before the beginning of the
   financial year .
Subject as provided in this Article , the company shall continue to be
governed by French law , and in particular by Ordonnance No 58-1137 of
28 November 1958 and by French laws relating to societes anonyme .
 ---pagebreak---                       - 38 -
Artide 50
For the purposes of publishing these Statutes and all documents and
minutes relating to the establishment of the company , and of
completing all legal formalities , full powers are conferred upon
the bearer of copies or extracts of these documents .