<PAGE>
Exhibit 3.1
BUSINESS OBJECTS S.A.
A French societe anonyme
with a share capital of 2,913,861,15 euros
1. Registered office: 1 Square Chaptal
2. 92300 Levallois-Perret
Register of Commerce and Companies Nanterre B 379 821 994
________________
UP-DATED BY LAWS
March 31, 2000
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~ I ~
MEMORANDUM AND ARTICLES OF ASSOCIATION
--------------------------------------
TITLE I
-------
FORM - NAME - OBJECTS - REGISTERED OFFICE - DURATION
----------------------------------------------------
Article 1 - FORM
----------------
There is, between the owners of the shares hereinafter issued and of
those which could be subsequently issued, a corporation (societe anonyme),
governed by the law of July 24, 1966 on commercial companies and by the present
Memorandum and Articles of Association.
Article 2 - NAME
----------------
The name of the company is:
BUSINESS OBJECTS
In all deeds and documents emanating from the company and addressed to
third parties, this name must always be immediately preceded or followed by the
words "Societe anonyme" or the initials "S.A." and by the mention of the amount
of the capital.
Article 3 - OBJECTS
-------------------
The objects of the company are, directly and indirectly, in France and
abroad:
- all operations relating to the design and the sale of products and
the rendering of services in the computer industries and in connected
industries;
- and generally, any financial, commercial, industrial, civil, real
estate or chattels operations related directly or indirectly to the above
activities and to any similar or connected activities as well as to any social
properties.
Directly and indirectly on its behalf or on behalf of third parties,
either alone, or with third parties, by way of creation of new companies,
contributions, partnership, subscription, purchase of securities or of social
rights, merger, association, or by way of subleasing of any properties or
rights.
Article 4 - REGISTERED OFFICE
-----------------------------
The registered office of the company is at:
1 Square Chaptal
92300 Levallois-Perret
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It may be transferred to any other place within the same district
(departement) or any adjacent district by decision of the board of directors
subject to the ratification of this decision by the next ordinary general
meeting of the shareholders.
It may be transferred to any other place pursuant to a resolution of
the extraordinary general meeting of the shareholders.
Article 5 - DURATION
--------------------
The duration of the company shall be of ninety nine (99) years from the
date of registration with the Register of Commerce and Companies, except in the
event of early dissolution or extension decided by the extraordinary meeting of
the shareholders.
*** *** ***
***
TITLE II
--------
CAPITAL AND SHARES
------------------
Article 6 - CAPITAL
-------------------
The capital of the company is of 3.970.294,9 euros.
It is divided into 39.702.949 shares of 10 cents of euro (0,10) each."
Mr. Albert Eisenstat is a recipient of special advantages resulting
from the grant of 24,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 19, 1997. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 4.215 euros per share
corresponding to the estimated value of a share as of April 25, 1997.
Mr. Albert Eisenstat is a recipient of special advantages resulting
from the grant of one warrant entitling to the subscription of 24,000 shares, by
the shareholder meeting held on June 21, 1995. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of 5.55 euros per share corresponding to
the estimated value of a share as of April 25, 1995.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 24,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 19, 1997. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of 4.215 euros per share corresponding to
the estimated value of a share as of April 25, 1997.
Mr. Philippe Claude is a recipient of special advantages resulting
from the grant of 24,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 19, 1997. The special advantages
consist in (i) the granting of such warrants without payment
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as consideration and (ii) the implementing of a fixed exercise price of 4.215
euros per share corresponding to the estimated value of a share as of April 25,
1997.
Mr. Arnold Silverman is a recipient of special advantages resulting
from the grant of 24,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 19, 1997. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 4.215 euros per share
corresponding to the estimated value of a share as of April 25, 1997.
Mr. Arnold Silverman is a recipient of special advantages resulting
from the grant of 60,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on April 6, 1994. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 5.55 euros per share
corresponding to the estimated value of a share as of January 31, 1993.
Mr. Bernard Charles is a recipient of special advantages resulting
from the grant of 50,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 18, 1998. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 7.37 euros per share
corresponding to the estimated value of a share as of June 18, 1998.
Mr. Albert Einsenstat is a recipient of special advantages resulting
from the grant of 30,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 18, 1998. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 7.37 euros per share
corresponding to the estimated value of a share as of June 18, 1998.
Mr. Arnold Silverman is a recipient of special advantages resulting
from the grant of 30,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 18, 1998. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 7.37 euros per share
corresponding to the estimated value of a share as of June 18, 1998.
Mr. Philippe Claude is a recipient of special advantages resulting
from the grant of 20,000 warrants each entitling to the subscription of one
share, by the shareholder meeting held on June 18, 1998. The special advantages
consist in (i) the granting of such warrants without payment as consideration
and (ii) the implementing of a fixed exercise price of 7.37 euros per share
corresponding to the estimated value of a share as of June 18, 1998.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 10,000 warrants each entitling to the subscription of one share, by
the shareholder meeting held on June 18, 1998. The special advantages consist in
(i) the granting of such warrants without payment as consideration and (ii) the
implementing of a fixed exercise price of 7.37 euros per share corresponding to
the estimated value of a share as of June 18, 1998.
Mr. Vincent Worms is a recipient of special advantages resulting from
the grant of 30,000 warrants giving the right to subscribe to 30,000 shares by
the shareholder meeting held on May 4, 1999. The special advantages consist in
(i) the granting of such warrants without payment as
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consideration and (ii) the implementing of a fixed exercise price per share
corresponding to the estimated value of a share as of May 3, 1999.
Article 7 - FORM OF THE SHARES - TRANSFER OF SHARES
---------------------------------------------------
The shares may be held in registered or bearer form, at the
shareholder's discretion, in accordance with regulations applicable to companies
listed on a regulated market.
The shares are entered into accounts according to the provisions
provided by law and regulations.
The ownership of the registered shares is evidenced by their
registration in registered accounts.
The shares entered into accounts are freely transferred by transfer
from one account to another.
Prior approval of the transferee is required only for partly paid-up
shares.
All costs resulting from the transfer shall be borne by the transferee.
Shares with payments in arrears are not admitted to transfer.
Shareholders who, through one or several entities, hold shares or
voting rights representing more than 5% of the share capital or voting rights,
or any multiple thereof, must notify the Company of the total number of Ordinary
Shares or voting rights owned, within 15 days from the date these thresholds
have been reached.
The notification obligations would also apply each time the
percentage of capital or voting rights falls under 5% or a multiple thereof.
In the event a shareholder fails to notify the Company, one
or several shareholders holding together at least 5% of the share capital or
voting rights may request that the shares or voting right certificates be
deprived from voting rights for as long as notification is completed and for a
two-year period thereafter.
The Company may request, at its expense, from the entity
tracking bearer shares transfer (SICOVAM) communication of the identity and
number of shares held by holders of bearer shares.
Article 8 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES
---------------------------------------------------------
The rights and obligations attached to a share follow the share to
any transferee to whom it may be transferred and the transfer includes all the
payable and unpaid dividends and dividends to be payable, as well as, as the
case may be, the corresponding share in the reserve funds and provisions.
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The ownership of the a share shall imply ipso facto the acceptance
of the present Memorandum and Articles of Association and of the decision of the
general meetings.
In addition to the right to vote which is attached by law to the
shares, each share carries a right to a share of corporate assets, of profits,
and of liquidation surplus, proportional to the number and nominal value of the
existing shares.
Each time it shall be necessary to hold a certain number of shares
in order to exercise a right, it will up be to the shareholder(s) missing such
number to take the necessary actions to group a sufficient number of shares.
The heirs, creditors, eligible parties or other representatives of
a shareholder cannot, for any reason whatsoever, request the affixing of the
assets of the company, or ask for their sharing or auction sale, or to interfere
in any manner in the management of the company ; they have, in order to exercise
their rights, to refer themselves to the inventories and to the resolutions of
the shareholders meetings.
The company may require the repurchase, subject to the conditions
set forth in article 269-8 of the law of 24th July 1966, either of all of its
shares with a preferential dividend and no voting right, or of a category of
such shares, each category being determined by the date at which it has been
issued.
Article 9 - PAYING UP OF THE SHARES
-----------------------------------
The amount to be paid in cash for the subscription of the shares
issued with respect to an increase of capital shall be payable according to the
terms stipulated by the extraordinary general meeting of the shareholders.
The initial payment shall not be less than one half of the nominal
value of the shares at the time of the subscription; it shall include the whole
issuing premium, if any.
The remainder, which shall be paid-up in one or several times
within a period of five years as from the date of completion of such increase of
capital, shall be called upon by the board of directors.
Each shareholder shall be notified of the amount to be paid and of
the date at which this amount shall fall due fifteen days at least before that
date.
The shareholder who will not have paid at due date the amounts due
on his share(s) shall, automatically and without formal notice, owe to the
company an interest calculated day per day commencing on due date at the legal
rate in commercial matters increased by three points, without prejudice to the
personal proceedings that the company may institute against the defaulting
shareholder and to the acts of enforcement provided by law.
*** *** ***
***
II-6
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TITLE III
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MANAGEMENT OF THE COMPANY
-------------------------
Article 10 - BOARD OF DIRECTORS
-------------------------------
The company is managed by a board of directors composed of
individuals or legal entities, the number of which is determined by the ordinary
general meeting of the shareholders within the limits of the law.
A legal entity must, at the time of its appointment, designate an
individual who will be its permanent representative on the board of directors.
The term of office of a permanent representative is the same as that of the
director he represents. When a legal entity dismisses its permanent
representative, it must at the same time provide for its replacement. The same
applies in case of death or resignation of the permanent representative.
Each director must own at least one share during his term of
office.
If, at the time of his appointment, a director does not own the
required number of shares or if, during his term of office, he ceases to be the
owner thereof, he shall have a period of three months to purchase such number of
shares, in default of which he shall be automatically deemed to have resigned.
The directors are appointed for a term of three years. A year
corresponds to the period of time between two successive annual ordinary general
meetings of shareholders. The duties of a director shall terminate at the close
of the ordinary general meeting of shareholders which acts on the accounts of
the preceding financial year and is held in the year during which the term of
office of said director comes to an end.
The members of the board are renewed in rotation so that the
renewal be as equal as possible and in any case complete for each period of
three years. Renewal takes place according to seniority. However, when required,
the ordinary general meeting may resolve that the order of renewal will be set
by a toss drawn in a board meeting.
The directors may always be re-elected; they may be revoked at
any time by decision of the general meeting of the shareholders.
In case of death or resignation of one or several directors, the
board of directors may make provisional appointments between two meetings of
shareholders.
The appointment(s) so made have to be ratified by the next general
meeting of shareholders.
Should the meeting of the shareholders not ratify these
provisional appointments, this shall not affect the validity of the prior
resolutions and acts of the board of directors.
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When the number of directors falls below the minimum required by
law, the remaining director(s) must immediately convene the ordinary general
meeting of the shareholders, in order to complete the membership of the board of
directors.
The director appointed in replacement of another director, whose
term of office has not come to its end shall remain in office only for the
remaining term of office of his predecessor.
A salaried employee of the company may be appointed as a director.
His employment contract shall correspond to a position actually held. In such
case, he shall not lose the benefit of his employment contract.
The number of directors bound to the company by an employment
contract may not exceed one third of the directors in office.
The number of directors who are more than seventy (70) years old
may not exceed one third of the directors in office. Should such quota be
reached during the director's term of office, the appointment of the oldest
director would be automatically terminated at the close of the nearest general
meeting of the shareholders.
Article 11 - MEETING OF THE BOARD
---------------------------------
11.1. The board of directors shall meet as often as required for
the interest of the company.
11.2. The meetings of the board of directors are convened by the
president. The convening may be made by any means, in oral or written form.
Moreover directors, representing one third at least of the members
of the board, may convene the board. In such case, they shall indicate the
agenda of the meeting.
When a work-committee (comite d'entreprise) has been formed, the
representatives of such committee, appointed in accordance with the provisions
of the Labor Code, shall be convened to all the meetings of the board of
directors.
The meetings of the board are held at the registered office or at
any other place, in France or abroad.
11.3. The board of directors may not transact business validly
unless at least half of its members are present.
The resolutions of the board of directors shall be carried out at
the majority of the directors, present or represented.
It is specified that any and all decisions to grant options to
subscribe or to buy stock to a director holding an employment contract, to the
president or to the general manager of the Company, if this latter is a
director, pursuant to authority granted by the extraordinary general meeting,
pursuant to the provisions set forth in articles 208-1 and the following of the
Law of July
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24, 1966 on commercial companies shall be adopted by the affirmative vote of the
majority of the directors present or represented at the Board meeting, the
interested director, and any other director to whom options to subscribe or to
buy stock may be granted, being conclusively refrained from voting.
11.4. Any director may give to another director, by letter, cable
or telex, a proxy to be represented at a meeting of the board. However, each
director may only dispose of one proxy during each meeting.
11.5. The copies or extracts of the minutes of the board of
directors are validly certified by the president of the board of directors, a
general manager, the director temporarily delegated in the duties of president
or by a representative duly authorized for that purpose.
Article 12 - POWERS OF THE BOARD
--------------------------------
The board of directors is vested with the most extensive powers to
act under all circumstances on behalf of the company, and to make any decisions
relating to all acts of administration and disposition. The board shall exercise
these powers within the limits of the purposes of the company, and of the powers
expressly granted by law to the general meetings of the shareholders.
Article 13 - GENERAL MANAGEMENT OF THE COMPANY
----------------------------------------------
The board of directors shall elect a president, who must be an
individual, from among its members. It shall determine his term of office, which
cannot exceed that of his office as director and may dismiss him at any time.
The board sets his remuneration.
The president of the board is responsible for the general
management of the company.
The president is vested with the most extensive powers to act
under all circumstances on behalf of the company within the limits of the goals
of the company, except for those powers expressly granted by law to the meetings
of shareholders and those specially reserved to the board of directors.
The president of the board cannot be more than sixty five (65)
years old. Should the president reach this age limit during his term of office
as president, his office would automatically terminate. Subject to this
provision, the president of the board may always be reelected.
Article 14 - GENERAL MANAGER (Directeur General)
----------------------------
Upon proposal of the president, the board of directors may appoint
one or several individuals to assist the president as general manager. The
general manager(s) may be revoked at any time by the board of directors upon
proposal of the president.
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In agreement with the president, the board of directors shall
determine the scope and the duration of the powers delegated to the general
manager. The board sets his remuneration. When a general manager is a director,
his term of office may not exceed that of his directorship.
As regards third parties, general managers have the same powers as
the president. The general managers are, among others, vested with the powers to
bring a matter to court.
Any general manager cannot be more than sixty-five (65) years old.
Should a general manager reach this age limit during his term of office as
general manager, his duties would automatically terminate. This term may be
prolonged however until the next meeting of the board during which the new
general manager will be appointed.
The board may appoint two general managers should the share
capital be of at least five hundred thousand (500,000) francs. Five general
managers may be appointed should the share capital be of at least ten million
(10,000,000) francs, provided that at least three of them are directors.
Article 15 - AGREEMENTS SUBJECT TO AUTHORIZATION
------------------------------------------------
15.1. Any sureties, endorsements and guarantees granted by the
company must be authorized by the board of directors as provided by law.
15.2. Any agreement to be entered into between the company and one
of its directors or general manager(s), whether directly or indirectly or
through an intermediary, must be submitted for the prior authorization of the
board of directors.
Such prior authorization is also required for agreements between
the company and another enterprise, should one of the directors or general
managers of the company be owner, partner with unlimited liability, manager,
director, general manager, member of the management committee (directoire) or
supervisory council (conseil de surveillance) of said enterprise.
Such prior authorization shall be sought as provided by law.
Article 16 - PROHIBITED AGREEMENTS
----------------------------------
Directors, other than legal entities, are forbidden to contract,
in any form whatsoever, loans from the company, to secure an overdraft from it,
as a current account or otherwise, and to have the company guarantee or secure
their commitments toward third parties.
The same prohibition applies to general managers and to the
permanent representatives of legal entities which are directors. It also applies
to spouses, ascendants and descendants of the persons referred to in this
article, as well as to all interposed persons.
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Article 17 - STATUTORY AUDITORS (Commissaires aux comptes)
-------------------------------
Audits of the company shall be carried out, as provided by law, by
one or more statutory auditors legally entitled to be elected as such. When the
conditions provided by law are met, the company must appoint at least two
supervisory auditors.
Each statutory auditor shall be appointed by the ordinary general
meeting.
One or more deputy statutory auditors, who may be called to
replace the regular statutory auditors in the case of death, disability,
resignation or refusal to act of the latter, shall be appointed by an ordinary
general meeting.
Should the general ordinary meeting of the shareholders fail to
elect a statutory auditor, any shareholder can claim in court that one be
appointed, provided that the President of the board of directors be duly
informed. The term of office of the statutory auditor appointed in court will
end upon the appointment of the statutory auditor(s) by the general ordinary
meeting of the shareholders.
*** *** ***
***
TITLE IV
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MEETINGS OF SHAREHOLDERS
------------------------
Article 18
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The general meetings of shareholders shall be convened and
held as provided by law.
The meetings of shareholders are held at the registered office or
at any other place mentioned in the convening notices.
The right to take part in a general meeting of shareholders:
For holders of registered shares is subject to the registration of
the shareholder in the books of the company, at least one business day prior to
the date of the meeting.
For holders of bearer Ordinary Shares is subject to the filing, at
least one business day prior to such shareholders' meeting, of a certificate
stating that shares are not transferable until the date of such shareholders'
meeting.
A shareholder who cannot attend the meeting in person may
choose either:
- to give a proxy to another shareholder or to his/her
spouse, or
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- to vote by mail, or
- to send to the company a proxy without any indication of
the name of the representative;
within the terms and conditions provided by law and these by-laws.
To be taken into account, the proxies and the forms of vote
by mail must be deposited with the company at least one business day prior to
the date of the meeting.
Meetings of shareholders are presided over by the president
of the board of directors or in his absence, by a director specially authorized
for that purpose by the board. If no president has been appointed, the meeting
elects its president.
The two members of the meeting having the greatest number of
votes and who accept that role, are appointed as scrutineers. The officers of
the meeting appoint a secretary, who may be a non-shareholder.
An attendance sheet is drawn up, in accordance with the law.
The ordinary general meeting of the shareholders, upon first
convening notice, may transact business validly only if the shareholders
present, or represented, hold at least one fourth of the voting shares. Upon
second convening notice, the general meeting may transact business validly
whatever the number of shareholders present or represented.
The resolutions of the ordinary general meeting shall be
carried out at the majority vote of the shareholders, present or represented.
The extraordinary general meetings of the shareholders, upon
first convening notice, may transact business validly only if the shareholders
present, or represented by proxy, hold at least one third of the voting shares.
Upon second convening notice, the extraordinary general meeting may transact
business validly only if the shareholders present or represented by proxy hold
at least one fourth of the voting shares.
The resolutions of the extraordinary general meeting shall be
carried out at a two third majority vote of the shareholders, present or
represented.
The copies or extracts of the minutes of the meeting are
certified by the president of the board of directors, by a director acting as
general manager, or by the secretary of the meeting.
The ordinary and extraordinary meetings of shareholders
exercise their respective powers as provided by law.
*** *** ***
***
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TITLE V
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RESULTS OF THE COMPANY
----------------------
Article 19 - FINANCIAL YEAR
---------------------------
Each fiscal year is of one year beginning on January 1 and ending
on December 31.
Article 20 - PROFITS - LEGAL RESERVE FUNDS
------------------------------------------
Out of the profit of a fiscal year, reduced by prior losses if
any, an amount equal to at least 5 % thereof is first deducted in order to form
the legal reserve fund provided by law. This deduction is no longer required
when the legal reserve fund amounts to one tenth of the capital of the company.
Distributable profit is the profit of a fiscal year, reduced by
prior losses and by the deduction provided for in the preceding paragraph and
increased by the profits carried forward.
Article 21 - DIVIDENDS
----------------------
If there results a distributable profit from the accounts of the
fiscal year, as approved by the general meeting, the general meeting may decide
to allocate it to one or several reserve funds, the appropriation or use of
which it shall determine, or to carry it forward or to distribute it as
dividends.
Furthermore, after having established the existence of reserves
which it may dispose of, the general meeting may decide the distribution of
amounts paid out of such reserves. In such case, the payments shall be made.
However, the dividends shall be set off by priority on the distributable profit
of the financial year.
The general meeting shall determine the terms of payment of
dividends; failing such determination, these terms shall be determined by the
board of directors.
However, the dividends must be declared payable no more than nine
months following the close of the financial year.
The general meeting deciding upon the accounts of a fiscal year
will be entitled to grant to each shareholder, for all or part of the
distributed dividends, an option between payment in cash or in shares.
Similarly, should the ordinary general meeting resolve the
distribution of interim dividends pursuant to article 347 of the law of 24th
July 1966, it will be entitled to grant to each shareholder an interim dividend
and, for all or part of the said interim dividend, an option between payment in
cash or in shares.
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The offer of payment in shares, the price and the conditions as to
the issuing of such shares, together with the request for payment in shares and
the conditions of the completion of the capital increase will be governed by the
law and regulations.
When a balance sheet, drawn up during, or at the end of the fiscal
year, and certified by the statutory auditor(s), shows that the company, since
the close of the preceding fiscal year, after having made the necessary
depreciations and provisions and after deduction of the prior losses, if any, as
well as of the amounts which are to be allocated to the reserve fund provided by
law or by the by-laws, has made profits, the board of directors may resolve the
distribution of interim dividends prior to the approval of the accounts of the
fiscal year, and may determine the amount thereof and the date of such
distribution. The amount of such interim dividends cannot exceed the amount of
the profits as defined in this paragraph. In this case, the option described in
the preceding paragraph shall not be available.
*** *** ***
***
TITLE VI
--------
DISSOLUTION - LIQUIDATION
-------------------------
Article 22 - PREMATURE DISSOLUTION
----------------------------------
The extraordinary general meeting may at any time declare the
dissolution of the company before the expiration of its stated duration under
the present Memorandum and Articles of Association.
Article 23 - LOSS OF ONE HALF OF THE CAPITAL OF THE COMPANY
-----------------------------------------------------------
If, as a consequence of losses showed by the company's accounts,
the net assets (capitaux propres) of the company are reduced below one half of
the capital of the company, the board of directors must, within four months from
the approval of the accounts showing this loss, convene an extraordinary general
meeting of shareholders in order to decide whether the company ought to be
dissolved before its statutory term.
If the dissolution is not declared, the capital must, at the
latest at the end of the second fiscal year following the fiscal year during
which the losses were established and subject to the legal provisions concerning
the minimum capital of societes anonymes, be reduced by an amount at least equal
to the losses which could not be charged on reserves, if during that period the
net assets have not been restored up to an amount at least equal to one half of
the capital.
In the absence of the meeting of shareholders, or in the case
where this meeting has not been able to validly act, any interested party may
institute legal proceedings to dissolve the company.
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Article 24 - EFFECT OF THE DISSOLUTION OF THE COMPANY
-----------------------------------------------------
The company is in liquidation as soon as it is dissolved for any
reason whatsover. It continues to exist as a legal entity for the needs of this
liquidation until the liquidation is completed.
During the period of the liquidation, the general meeting shall
retain the same powers it exercised during the life of the company.
The shares shall remain transferable until the completion of the
liquidation proceedings.
The dissolution of the company is only valid vis a vis third
parties as from the date at which it is published at the register of commerce.
Article 25 - APPOINTMENT OF LIQUIDATORS - POWERS
------------------------------------------------
Upon the expiration of the term of existence of the company or in
the case of its premature dissolution, the meeting of the shareholders shall
decide the method of liquidation and appoint one or several liquidators whose
powers it will determine. The liquidators will exercise their duties according
to the law. The appointment of the liquidator(s) terminates the offices of the
directors.
Article 26 - LIQUIDATION - CLOSING
----------------------------------
After payment of the liabilities, the remaining assets shall be
used first for the payment to the shareholders of the amount paid for their
shares and not amortized.
The balance, if any, shall be divided among all the shareholders.
The shareholders shall be convened at the end of the liquidation
in order to decide on the final accounts, to discharge the liquidator from
liability for his acts of management and the performance of his office, and to
take notice of the closing of the liquidation.
The closing of the liquidation is published as provided by law.
*** *** ***
***
TITLE VII NOTIFICATIONS
-----------------------
Article 27 - NOTIFICATIONS
--------------------------
All notifications provided for in the present Memorandum and
Articles of Associations shall be made either by registered mail with
acknowledgment of receipt or by process server. Simultaneously a copy of the
notification shall be sent to the recipient by ordinary mail.
*** *** *** ***
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