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Exhibit 3.1
AXA
Societe Anonyme (a joint stock corporation) with Management and Supervisory
Boards Stated capital: (128) 3,616,452,908,25
R.C.S. (Paris Trade and Company Register) : 572 093 920 PARIS
BYLAWS
(October 2, 2000)
Registered office: 25, avenue Matignon - 75008 PARIS
Duly certified
The Chairman of the Management Board
Henri de CASTRIES
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ARTICLE 1 - CORPORATE STRUCTURE
The Company is a stock corporation known as societe anonyme under French law
with a Management Board and a Supervisory Board.
It is governed by existing and future statutory and regulatory provisions as
applicable and under the present bylaws.
ARTICLE 2 - CORPORATE NAME
The name of the Company is: AXA
Any instruments or documents intended for third parties shall contain the name
of the Company, immediately preceded or followed by the words "societe anonyme"
or by the initials "S.A. - with Management and Supervisory Boards" as well as
the amount of the Company share capital, including the place of incorporation
and the registration number of the Company as recorded in the Trade and Company
Register.
ARTICLE 3 - PURPOSE
The purpose of the Company is:
- To have equity interests whatever their forms in any French or foreign
companies or businesses, regardless of their legal corporate structure, to
manage and, as the case may be, to dispose of said equity interests, as
well as to take part in any and all transactions which directly or
indirectly relate to said purpose, or are in furtherance thereof,
- And in particular, within this framework, to acquire and manage equity
interests whatever their forms, directly or indirectly, in any French or
foreign insurance companies or businesses,
- To acquire, manage and sell all listed or unlisted shares and securities,
including all real and movable property, as well as all rights, listed or
unlisted stock, and movable property related to said assets,
- And generally speaking, to perform any and all industrial, commercial,
financial, real estate or movable property transactions, directly or
indirectly related to the purpose defined above or in furtherance thereof.
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ARTICLE 4 - REGISTERED OFFICE
The Company's registered office is located at 25, avenue Matignon, 75008 Paris,
France.
It may be moved to any other location within the same district or in its
surrounding area, upon decision by the Board and subject to ratification by
shareholders at their next annual general meeting, or to any other location as
resolved by Shareholders convened at an extraordinary meeting.
ARTICLE 5 - TERM OF THE COMPANY
The term of the Company shall end on December 31, 2059 unless the Company is
dissolved earlier or its term extended.
ARTICLE 6 - STATED CAPITAL
The Company's stated capital represents (128) 3,616,452,908,25 divided into
395,240,755 fully paid-up shares.
Shares issued or to be issued as capital stock, provided that they are of the
same class and have the same paid-up par value, are fully interchangeable
insofar as they bear the same ownership rights. In the event of profit
distribution such as total or partial redemption of their capital value, holders
of such shares shall be entitled to the same net amount and any taxes due or
payable duties shall be evenly distributed among them.
Successive changes in the share capital, contributions in cash or in kind
received by the Company and the terms for issuance of shares in exchange thereof
are set out in the attachments to the present bylaws.
ARTICLE 7 - SHARE CERTIFICATE
Fully paid-up shares may be issued in the name of the holder of record or in
bearer form as the holder so chooses pursuant to existing laws and regulations.
Shares shall be subject to registration under the terms and conditions as
provided by existing laws and regulations.
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Any person directly or indirectly holding an amount of shares representing 0.5%
of the stated capital or its voting rights, through the intermediary of
companies held under their control in the meaning of Article 355-1 of the Act
dated July 24, 1966, is bound, within five days of registering such shares that
makes them reach or exceeds this limit, notify the Company by registered letter
with return receipt requested, the total number of shares or the number of
voting rights held as well as the total number of stock owned that will
ultimately give them access to the stated capital and potential voting rights
attached thereto.
This notification must be made again under the conditions as stated above each
time the capital amount or voting rights exceed another 0,5% limit. Shareholders
whose interest in the share capital of the Company falls below any of the
aforementioned thresholds is also bound to inform the Company of their status
within five business days according to the same procedures.
Unless reported as described above, shares in excess of the fraction that should
have been reported shall not be entitled to vote at meetings of shareholders if
during such meetings, failure to do has been recorded and if one or more
shareholders jointly own at least 5% of the share capital so request. Loss of
voting rights shall be applicable in all shareholder meetings that shall be held
up until two years following proper notification.
The Company may rightfully, at its own cost and at all times as provided by law,
request from a securities clearing house any information it needs concerning the
identity of holders of company stock that gives them immediate or ultimate
voting rights in shareholder meetings, including the number of shares held by
each of them.
ARTICLE 8 - SHARE-RELATED RIGHTS
Ownership of one company share automatically gives its holder the right to take
part in shareholder annual general meetings and fully subjects him to company
bylaws.
The heirs, assignees, trustees or creditors of any shareholder may not, whatever
the reason, request division or sale by auction of company's shares, assets and
properties nor may they intervene in any manner whatsoever in the governance of
the Company. To exercise their rights, they must refer to the company's
financial statements and to the decisions made by shareholders at annual general
meetings.
ARTICLE 9 - RELEASE OF SHARES
To increase capital, a decision may be made by shareholders or the Management
Board, if given the power to do so, to release shares for purchase, either in
total or in part, provided that the fraction to be released shall not represent
less than a quarter of the par value of the shares. Any surplus may be called up
one or more times as allowed under the law.
Subscribers and shareholders shall be advised of the fraction to be released at
least fifteen days before the date set for each payment, either through an legal
notice placed in an official
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newspaper at the place of the registered office, or by letter sent by registered
mail to each of the parties under the same deadline.
In the event that payments for the release of shares have not have been made on
the set date, the amounts due shall bear interest at the legal rate in force
increased by two points for each day in arrears without there being any need for
legal action or formal notice, and without regard to extra time required because
of distance.
In addition, the Company may take legal action to cause the execution and sale
of shares not paid up in due time as provided by law. It may also bring civil
action or a common law suit against concerned shareholders and their guarantors
either before, after, or during the sale of such shares.
TITLE III
THE SUPERVISORY BOARD
ARTICLE 10 - COMPOSITION OF THE SUPERVISORY BOARD
A - Appointment
1. The Supervisory Board shall consist of no less than three and no more
than twenty-four members, unless temporarily provided by law in the
event of a merger.
Members of the Supervisory Board shall be appointed by the majority
Shareholders at their Annual General Meeting.
In the event of one or more vacancies, the Supervisory Board may
appoint temporary members before the next shareholder meeting.
Temporary appointments made by the Supervisory Board are subject to
ratification by shareholders at their next annual general meeting. A
member appointed to replace another shall only remain in office for the
remainder of the term of his predecessor.
In the event that the number of Supervisory Board members is reduced to
less than three, the Management Board shall immediately proceed to call
an ordinary meeting of shareholders in order to fill the existing Board
vacancies.
2. During their term, each member of the Supervisory Board must own at
least one hundred shares.
3. Members of the Supervisory Board are appointed for a four year-term.
Their duties as members of the Supervisory Board end at the close of
the annual general meeting of shareholders convened to approve the
company's final accounts for fiscal year ended and held during the year
when their term of office expires.
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In the event that members of the Supervisory Board were to be replaced
in their entirety, the term of office of half of the designated
members, or rounded down, if need be, to the nearest number, would
expire at the end of two years, and the remainder, at the end of four
years, in the order determined by a selection process through drawing
performed during a Board meeting.
Members of the Supervisory Board or authorized agents of legal entities
members of the Supervisory Board may not stay in office after age
seventy. However, this rule may be waived for a maximum one-third of
the active members of the Supervisory Board (individuals or
representatives of legal entities). In the event this should apply, the
term of office granted by shareholders to members of the Supervisory
Board who have exceeded this age limit shall be no more than two years
and only renewable once.
If the authorized agent of a legal entity member of the Supervisory
Board cannot be held in office, said entity shall replace him with
someone else within one month to fill the vacancy, failing which, he
shall be deemed to have resigned.
If the one third quota is not respected and if the seventy years old
Supervisory Board member has not resigned, the oldest member will be
deemed to have resigned.
B- Removal
Members of the Supervisory Board may be removed from office by decision
of Shareholders at all times, without notice or indemnity.
ARTICLE 11 - OFFICERS OF THE SUPERVISORY BOARD
The Supervisory Board appoints a Chairman and a Vice-Chairman from amongst the
people who are its members. The Chairman and the Vice-Chairman remain in office
as long as they hold their office as members of the Supervisory Board, unless
the Supervisory Board decides to appoint a new Chairman and, if required, a new
Vice-Chairman.
The Chairman call meetings of the Board and presides over discussions held.
In the absence of the Chairman, or when he temporarily gives his power of
attorney, the Vice-Chairman performs the duties of the Chairman and is entitled
to the same rights.
The Supervisory Board appoints a secretary, who may come from outside its
membership and who, with the Chairman and the Vice-Chairman, constitute the
officers of the meeting
ARTICLE 12 - POWERS AND DUTIES OF THE SUPERVISORY BOARD
1. The Supervisory Board exercises its regular control over the management
of the Company performed by the Management Board, through checks and
boundaries
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deemed appropriate, by ensuring that it has all the documents available
it requires to perform its duty, in particular strategic plans and
budgets of businesses controlled by the Company.
Under no circumstances shall this supervision give rise to direct or
indirect management by the Supervisory Board or any of its members, nor
shall it be performed under such conditions that it precludes the
Management Board from performing its managerial duties.
2. The Supervisory Board makes its comments known to the Shareholders at
their annual general meeting concerning the report of the Management
Board including the Company's yearly accounts.
3. a) In accordance with applicable laws and regulations, sale of real
property per se, total or partial transfer of interests, collateral
provisions, warrants, and guarantees must be approved by the
Supervisory Board.
b) In addition, the following decisions from the Management Board are
subject to prior approval by the Supervisory Board:
- issuance of shares that gives direct or indirect
access to the Company's registered capital
- proposals for share repurchase programs to submit to
Shareholders at their annual general meetings
- financial operations that may lead to substantially
changing the financial structure of the Company
- mergers and acquisitions, whatever their form
- strategic partnership agreements
- setting up any plans for stock option grants or stock
option purchase
- proposals for changing the bylaws to submit to
Shareholders at their annual extraordinary meeting
- proposals for income allocation and dividend payment
for fiscal year ended to submit to Shareholders at
their annual general meeting
- date of dividend distribution and possible advances
for dividend payment
c) The Supervisory Board may, up to the limit of the total amount and a
specific amount determined by it for each of the operations listed in
a) and b) of paragraph 3, authorize the Management Board to proceed to
the above mentioned operations. When an operation exceeds the amount as
set, it is necessary in each case to obtain the approval of the
Supervisory Board.
When the amount of a collateral, warranty or surety exceeds the limit
set for the period under consideration, any action to enforce this
excess against third parties who are not cognizant of the limit is
void.
Lack of approval in case of real property sale per se, total or partial
transfer of interests and collateral provisions is unenforceable
against third parties, unless it is
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proven by the Company that said third parties were cognizant of it or
could not have ignored it.
4. The Supervisory Board may set up one or more special committees made up
of its own membership and responsible for performing their assigned
tasks under its supervision. Each committee presents its activity
report to the Supervisory Board at the next scheduled meeting.
5. The Supervisory Board defines its own internal operating procedures
which are communicated to the Management Board.
ARTICLE 13 - MEETINGS OF THE SUPERVISORY BOARD
1. The Supervisory Board may meet as often as it deems necessary for the
interest of the Company but not less than once every quarter.
Meetings shall be called by the Chairman or Vice-Chairman by all
available means.
The Chairman is subject to call a meeting of the Board no later than
fifteen days following a request made by the Management Board or at
least by one-third of the members of the Supervisory Board for such a
meeting giving the reasons therefor. If the request is left unanswered,
the requesting parties may themselves proceed to notify the members for
their attendance by providing them with the meeting agenda. Otherwise
it is the Chairman of the Board who sets the business agenda and only
at the time of the meeting.
Meetings shall take place wherever it is indicated in the notice of
meeting.
2. A member of the Supervisory Board may give his proxy either by mail,
telex, telegram or facsimile to another member of the Supervisory Board
to act on his behalf at a given meeting of the Supervisory Board.
Each member of the Supervisory Board may only receive one proxy at a
time for the same meeting by application of the above paragraph.
The provisions contained in the above two paragraphs also apply to
authorized agents of legal entities.
Decisions by the Supervisory Board are only valid if at least half of
its members are present. Resolutions are adopted by the majority
members present or represented. When there is draw, the vote of the
presiding Chairman shall prevail.
Members of the Supervisory Board may take part in Board meetings by
means of audio or video conference. Members attending the meeting via
audio or video conference means are not included in the count for the
quorum required for a Board meeting or in any decisions to be taken by
the Board. Any of the Board members may be represented by proxy.
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3. Members of the Supervisory Board, including anyone present at the
meetings of the Supervisory Board, are held to confidentiality with
respect to the discussions held at Board meetings and to information
of a confidential nature or deemed as such by the Chairman of the
Supervisory Board or the Chairman of the Management Board.
ARTICLE 14 - COMPENSATION OF MEMBERS OF THE SUPERVISORY BOARD
1. Members of the Supervisory Board receive a fixed annual fee as
compensation the amount of which is determined by the Shareholders at
their annual meeting and remains effective unless otherwise provided.
Members of the Supervisory Board receive this amount in compensation
for their attendance at meetings and the amounts to be allocated to the
members depend on the attendance rates set by the Board.
2. The Board may also compensate its members for their performance of
special tasks or assignments with which it has entrusted them, under
the conditions and the terms provided by law.
ARTICLE 15 - ADVISORS
Upon proposal from the Chairman, the Supervisory Board may accept, from time to
time as it seems fit, a number of advisors up to a maximum of four people or
representatives of corporate entities, whether they are selected or not among
the shareholders. Advisors are convened to all the meetings of the Supervisory
Board and take part in its discussions but do not have the right to vote.
The Supervisory Board determines their role and how to compensate them.
Advisors may not substitute to members of the Supervisory Board on which they
depend for their authority. They issue their advice and communicate same to the
Supervisory Board and the Management Board.
Advisors are fully entitled to leave their function at the term of the period in
which they have reached and completed age seventy.
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TITLE IV
MANAGEMENT BOARD
ARTICLE 16 - COMPOSITION OF THE MANAGEMENT BOARD
A - Appointment
1. The company is headed by a Management Board composed of up to seven
members, appointed by the Supervisory Board that will exercise control
over the Management Board in accordance with the law and statutory
provisions as set forth below.
2. Members of the Management Board may not be shareholders but it is
mandatory that they represent themselves as individuals. No member of
the Supervisory Board may be part of the Management Board. No one is
eligible for membership in the Management Board if he falls under one
of the forfeitures: cumulative functions, incompatibility, degeneration
or ban from certain practices under the law.
Any member of the Management Board may sign an employment contract with
the Company that is legally binding and effective through the whole
term of his office and beyond.
3. Members of the Management Board are elected for three years by the
Supervisory Board, which is responsible for filling any vacancies on
the Management Board in accordance with the law.
3. Members of the Management Board may be re-elected for ever.
4. No one may be elected to the Management Board past age sixty-five. Any
member of the Management Board who reaches the age of sixty-five while
in office during a fiscal year is automatically deemed to have resigned
at the close of that fiscal year. However, when a member of the
Management Board reaches that age, the Supervisory Board may choose to
extend his term of office once or several times as the case may be,
provided that the total extended period does not exceed three years.
B - Removal
Any member of the Management Board may be removed from office by decision of
Shareholders upon recommendation from the Supervisory Board. Removal without
cause or reason may constitute grounds for damages.
Removal of a member of the Management Board does not result in the termination
of the employment contract the concerned party may have signed with the Company.
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ARTICLE 17 - CHAIRMANSHIP OF THE MANAGEMENT BOARD - CORPORATE EXECUTIVE LEVEL
The Supervisory Board elects one of the members of the Management Board as
Chairman.
The Chairman performs his duties as such throughout his term as member of the
Management Board.
The Chairman of the Management Board shall represent the Company in its dealings
with third parties.
The Supervisory Board may grant the same authority to represent the Company to
one or more members of the Management Board who then hold the title of
Vice-Chairman, President of the Management Board or Senior Executive
Vice-President.
The Supervisory Board has the right to remove the Chairman from his duties and
if applicable, withdraw the power to represent the Company that was assigned to
any member of the Management Board.
With respect to third-party transactions, any valid commitments made by the
Chairman of the Management Board or any other member that has been granted the
same power of delegation from the Supervisory Board are deemed to be legally
binding on the Company.
ARTICLE 18 - POWERS AND DUTIES OF THE MANAGEMENT BOARD
1. The Management Board shall have the broadest powers to act under all
circumstances in the name of the Company, within the scope of the
corporate purpose, and subject to the authority expressly reserved by
law to Shareholders and the Supervisory Board.
Limitation to these powers is not enforceable against third parties,
who may bring legal action against the Company to enforce commitments
made in its name by the Chairman of the Management Board or any other
member granted the same authority to represent the Company, provided
that the name of the appointed legal representative has been duly
published.
2. Members of the Management Board may, with the approval of the
Supervisory Board, assign among themselves their respective duties to
manage the Company. However, members of the Management Board may not
invoke their shared responsibilities to exempt themselves from the
obligation to meet regularly to discuss essential management issues
related to the Company nor may they consider it as a cause for
exonerating them from the task of due diligence that is incumbent upon
each member of the Management Board and for which they are jointly and
severally liable.
3. The Management Board may at its discretion entrusts one or more of its
members or any non-member person with special assignments, whether of a
permanent or
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temporary nature, and delegate such powers as it deems necessary to
enable them to achieve one or more specific purposes, with or without
the right to subrogate.
4. When a transactions requires the approval of the Supervisory Board
pursuant to Article 12 of these bylaws and the Board withholds it, the
Management Board may bring the dispute before the Shareholders who may
resolve to grant the required approval and bear all ensuing
consequences.
5. The Management Board presents its report, at least once every quarter,
to the Supervisory Board either orally or in writing summarizing its
major accomplishments or highlights in the management of the Company.
Within three months following the fiscal year ended, the Management
Board prepares the Company's final accounts and, if applicable, its
consolidated financial statements which it submits to the Supervisory
Board for review and control. It suggests how to allocate earnings for
the fiscal year ended.
The Management Board after reviewing the Company's quarterly and
half-yearly results, presents them to the Supervisory Board.
The Management Board calls all shareholder meetings, sets their agenda,
and carries out their resolutions.
6. Members of the Management Board are jointly and severally liable before
the Company or toward third parties, as the case may be, for any
violations of the statutory provisions governing French companies
(societes anonymes), for any breaches of these bylaws, for acts of
negligence or misconduct in the performance of their management duties,
all punishable by law and subject to the terms provided therein.
ARTICLE 19 - MEETINGS AND RESOLUTIONS OF THE MANAGEMENT BOARD
The Management Board may meet as often as it is necessary to protect the
interest of the Company upon notice from the Chairman of the Management Board or
at least half of its members, either at the principal office of the Company, or
at any other location indicated in the notice of meeting. The agenda may be
established at the meeting. Notice of meetings may be given by all available
means, including orally.
The Chairman of the Management Board presides over meetings of the Board and in
his absence, the Vice-Chairman, Chief Executive Officer appointed by the
Chairman of the Management Board or else, the Vice-Chairman who is the eldest
Chief Executive Officer of the Management Board. The Management Board may
appoint a secretary from outside its membership.
Decisions of the Management Board are only valid if half of its members are
present.
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Decisions are taken by the majority vote of members present and represented. If
there is a draw, the vote of the Chairman shall prevail.
Decisions of the Management Board are recorded in minutes of meetings and placed
in a special minute book and signed by all members of the Board present at the
meeting.
After consulting the Supervisory Board, the Management Board establishes its own
internal operating procedures.
ARTICLE 20 - COMPENSATION OF MEMBERS OF THE MANAGEMENT BOARD
The Supervisory Board shall fix the amount and terms of compensation for each of
the members of the Management Board.
ARTICLE 21 - AGREEMENTS BETWEEN THE COMPANY AND ANY MEMBER OF THE SUPERVISORY
AND MANAGEMENT BOARD
Any agreement entered into between the Company and any member of the Supervisory
or Management Boards shall be subject to prior approval by the Supervisory
Board.
The same shall apply to agreements in which any of the members mentioned above
has an indirect interest or deals with the Company through an intermediary.
Are also subject to prior approval, agreements entered into between the Company
and entities that are wholly-owned by, or in unlimited partnership with, any
members of the Supervisory or Management Boards, or in which such members are
directors or officers, or part of their executive committee or supervisory
board.
The foregoing provisions are not applicable to agreements concerning day-to-day
operations and concluded at arm's length.
TITLE V
AUDITORS
ARTICLE 22 - AUDITORS
One or more auditors are elected to perform their duties as provided by law.
Their fees are set according to the terms of applicable regulations.
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TITLE VI
ANNUAL GENERAL SHAREHOLDER MEETINGS
ARTICLE 23 - ANNUAL SHAREHOLDER MEETINGS
Shareholders are convened by the Management Board to attend annual general
meetings as provided by law.
They may also be called by the Supervisory Board..
Shareholder meetings are held for the purposes of discussions and decisions as
provided by law.
Any shareholder may attend such meetings either in person or by proxy upon proof
of identity or ownership of shares by:
- Being the shareholder of record in the Company's stock register for
registered shares,
- Being the title holder of share certificates that are issued by authorized
agents confirming their ownership of such shares as indicated in their
register until the date of the meeting, and kept at the Company's principal
office or at any other location indicated in the notice of meeting, for
unregistered shares
These formalities must be completed at least five days prior to shareholder
meeting. However, the Management Board has the power to waive this time
requirement or shorten it in the general interest of all shareholders.
Voting by mail is set according to the terms and conditions defined by
applicable laws and regulations.
Each shareholder has as many voting rights as the number of shares they own or
represent. However, owners of record of fully paid-up shares held at least for
two years at the end of the fiscal year preceding the meeting date as scheduled,
double their voting rights. In the event of an increase in capital by reserve
capitalization, premium shares or merger issuance, voting rights are doubled,
upon share issuance, for registered shares granted freely to a shareholder whose
outstanding shares allow him to exercise such right.
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Shareholder meetings are presided by the Chairman of the Supervisory Board or,
in his absence, by the Vice-Chairman, or by a specifically appointed member of
the Supervisory Board. Otherwise, Shareholders appoint themselves a presiding
chairman.
Minutes of the meetings are prepared and true copies certified to be delivered
as required by law.
TITLE VII
FISCAL YEAR
ARTICLE 24 - COMPANY ACCOUNTS
The fiscal year is a twelve-month period starting January 1 and ending December
31.
Amounts required by law to be set aside as reserves are first deducted from each
year's income, reduced by losses carried forward, if any.
Income available for distribution represents the company's net profit for fiscal
year, reduced by any losses carried forward and by amounts required by law or by
the bylaws to be set aside as reserves, and increased by previous retained
earnings.
Shareholders may decide to withhold from said earnings any amounts they deem
appropriate for allocation to optional, ordinary or extraordinary reserves, or
else to carry them forward.
The balance thereof shall be distributed among the shares outstanding in
proportion to their nominal value as fully paid-up and unredeemed shares.
The Management Board determines when, where and how dividend payments are to be
made.
The Management Board may decided to make one or more advance payments for
dividend distribution under the terms set by law and in accordance with the
provisions of article 12.3 b) of these bylaws.
Shareholders convened to approve company accounts for the fiscal year under
consideration have the power to grant each shareholder, concerning all or part
of their dividend distribution, the option to receive payment therefor either in
cash or in shares.
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TITLE VIII
DISSOLUTION
ARTICLE 25 - DISSOLUTION
In case of Company's dissolution, Shareholders appoint one or more receivers,
provided the quorum is met and they have the required majority vote as
stipulated for ordinary shareholder meetings.
At their annual general meeting, Shareholders meeting in ordinary session have
the right to decide to allow the Company to continue to do business as usual or
to obtain new business for the purposes of its winding up.
The receiver represents the Company. He is invested with the broadest powers
possible to dispose of Company's assets, including through amicable settlements.
He is also empowered to make payments to creditors and distribute the remaining
balance.
Any assets remaining after nominal share redemption are distributed among
Shareholders on a prorated basis for their capital share.
TITLE IX
DISPUTE
ARTICLE 26 - DISPUTE
Any dispute arising during the life of the Company or during its winding-up
process, between the Company and its shareholders or among the Shareholders
themselves related to Company's matters, is brought before the courts under the
proper jurisdiction effective at the place of business of the Company.
To this end, for matters of dispute, Shareholders are required to elect domicile
for due service of process in the jurisdictional area of the effective courts,
regardless of their actual place of residence. Failure to do so will cause
delivery of summons or legal notices to the office of the Attorney General or
Public Prosecutor (PROCUREUR DE LA REPUBLIQUE) of the District Court (TRIBUNAL
DE GRANDE INSTANCE) having jurisdiction over the place of business of the
Company.
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