General principles of organisation

The company’s articles of association set forth the following rules on the operation of the Board of Directors:

• Any deliberation requires that at least half the members be present or represented.
• Decisions are made by the majority of the votes of all the members present and represented; in the event of the equality of votes, the chairman or the person deputising for him shall have a casting vote.
• Decisions on problems of vital importance to the company require that at least two thirds of the members be present or represented and a motion passed by a two-thirds majority of the votes of all members present or represented:
  
  
  1. a decision to use the authorised capital or to put to the general meeting of shareholders a proposal to issue shares, bonds that are convertible to or repayable in shares, warrants or other financial instruments giving entitlement to shares at their term, where the amount of the increase in capital resulting from the issue of such shares or from the conversion or repayment of such bonds or the exercise of such warrants or other financial instruments exceeds ten percent of the amount of the capital existing prior to such decision;
  2. a decision to acquire or assign assets representing more than ten percent of the company’s equity;
  3. a decision to put to a general meeting of shareholders and proposal to amend the company’s articles of association;
  4. a decision to appoint or dismiss the chairman of the Board of Directors or CEO of the company.