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ADDITIONAL INFORMATION
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21.2 Memorandum and Articles of Association
21.2.
MEMORANDUM AND ARTICLES OF ASSOCIATION
21.2.1.
CORPORATE PURPOSE
Article 3 of AREVA’s articles of association defines the corporate purpose of the
company, in France and abroad, as follows:
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to manage any industrial or commercial operation, especially in the nuclear,
renewable energies, information technology and electronics fields, and to this
end:
○
to sign any agreement related to these operations,
○
to examine projects relative to the creation, development or reorganization of
any industrial enterprise,
○
to carry out these projects or contribute to their implementation by any
appropriate means, more specifically by acquiring equity or interests in any
existing or proposed business venture,
○
to provide financial resources to industrial enterprises, especially by acquiring
equity interests and through loan subscriptions;
p
to acquire direct or indirect equity and interests, in whatever form, in any French
or foreign company or enterprise involved in financial, commercial, industrial,
and tangible or intangible property operations;
p
to purchase, sell, exchange, subscribe to or manage any equity shares and
investment securities;
p
to provide any type of service, particularly those benefiting all of the group’s
companies; and
p
more generally, to undertake any industrial, commercial, financial, tangible or
intangible property operation, in France or abroad, that is directly or indirectly
related to the above in furtherance of its corporate purpose or to facilitate that
purpose’s achievement and development.
21.2.2.
MEMBERS OF THE CORPORATE BODIES
For information on the members of the administrative and executive bodies, please refer to Sections 14 and 16 and to Appendix 1 of this Reference Document.
21.2.3.
RIGHTS, PRIVILEGES AND RESTRICTIONS ON SALES OF COMPANY SHARES
1.
Possession of a share automatically signifies acceptance of the company’s Articles
of Association and of the resolutions duly adopted by all of its Shareholders. The
CEA, as AREVA’s principal shareholder, does not have specific rights attached
to the shares it holds.
2.
Unless otherwise provided by law, each shareholder has as many voting rights
as the number of fully paid-up shares he or she holds and may cast as many
votes in shareholder meetings.
3.
Shareholders are liable for the company’s liabilities only up to the par value of
their shares; additional cash calls are prohibited.
4.
Each share signifies ownership of the company’s equity and a right to share
in the profits and the liquidating dividend proportionate to the share capital it
represents.
5.
The shares are freely transferable, except as provided by laws and regulations.
The shares are registered in an account and transferred from account to account
upon sale.
21.2.4.
CONDITIONS FOR CONVENING GENERAL MEETINGS OF SHAREHOLDERS
According to articles 26 and 29 of AREVA’s Articles of Association:
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General Meetings of Shareholders comprise all shareholders.
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General Meetings are convened by the Board of Directors.
They may also be convened:
p
by the statutory auditors, but only after having unsuccessfully requested it of
the Board of Director by registered letter with return receipt requested; if the
auditors are in disagreement on the timeliness of that notice of meeting, one
of them may ask the President of the Commercial Court in an urgent ruling for
authorization to proceed, the other auditors and the Chairman of the Board of
Directors being duly summoned;
p
by a representative designated by the President of the Commercial Court ruling
in interlocutory proceedings at the request of any interested party or of theWorks
Committee, in urgent cases, or of one or more shareholders representing at
least 5% of the share capital, or of an association of shareholders meeting the
conditions set forth in article L. 225-120 of the French Commercial Code;
p
by the liquidators after dissolution of the company.
The Works Committee may file a legal claim to designate a representative charged
with convening the General Meeting as provided by law.
The shareholders may, upon a decision of the Board of Directors published in
the notice of meeting and/or notification to attend, attend General Meetings by
video conference or by telecommunication means enabling their identification in
2016 AREVA
REFERENCE DOCUMENT
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