6 - Vicat

ADDITIONAL INFORMATION2121.2. CONSTITUTIONAL DOCUMENTS AND BY-LAWS21.2.2.6. Remuneration of the Board of directors(article 20 of the by-laws)The Board of directors receives in remuneration ofits activity an annual fixed sum, by way of attendancefees, which amount determined by the GeneralMeeting is maintained until a decision to the contrary.The Board of directors freely allocates the attendancefees among its members.21.2.2.7. General management (article 21 of the by-laws)Principles of the exercise of general managementIn accordance with the provisions of article L. 225-51-1 of the Commercial Code, the general managementof the Company is assumed, either by the Presidentof the Board of directors, or by another individualappointed by the Board of directors and who takesthe title of CEO.This option of how the general management is to beexercised is taken by the Board of directors for theduration that it determines. The Board of directorspasses a resolution based on the majority of the directorspresent or represented.The choice of the Board of directors is communicatedto shareholders and third parties in accordancewith applicable regulations.The Board of directors can decide at any time tochange the way general management is exercised.General managementDepending on the option chosen by the Board of directors,in accordance with the provisions above, thegeneral management of the Company is undertakeneither by the President of the Board, or by a CEO,an individual appointed by the Board of directors.In the event that the functions of President of theBoard and of CEO are separated, the resolution ofthe Board of directors which appoints the CEO mustset his term of office, determine his remunerationand, if necessary, limit his powers.Subject to the legal limitations, the CEO, whetherhe is President of the Board or not, is invested withthe widest powers to act in any circumstance in thename of the Company. However, by way of rules ofprocedure, and without this limitation being opposableby third parties, the Board of directors will beable to limit the extent of his powers.The age limit for the appointment of a CEO is fixed at75 ; the term of office of a CEO shall end at the end ofthe first annual Ordinary General Meeting followingthe date of his 75th birthday.The CEO may be dismissed at any time by the Boardof directors.At the proposal of the CEO, the Board of directorscan appoint one or more individuals, up to five innumber, tasked to assist the CEO and who will assumethe title of Deputy CEO.The age limit for the appointment of a Deputy CEO isfixed at 75 ; the term of office of a Deputy CEO shallend at the end of the first annual Ordinary GeneralMeeting following the date of his 75 th birthday.21.2.3. Rights, privileges and restrictions attachedto the shares21.2.3.1. Rights and obligations attached to the shares (article9 of the by-laws)Each share gives a right to a share proportional tothe capital that it represents in the income and thecorporate assets.If applicable, and subject to the obligatory legal prescriptions,all tax exemptions or charges or any taxationthat the Company may bear will be applied tothe total number of shares without distinction beforemaking any reimbursement within the duration of thecompany or at its liquidation, so that all shares ofthe same category existing at that time receive thesame net sum whatever their origin and their dateof creation.Every time there is a requirement to own a certainnumber of shares in order to exercise a right, it is theresponsibility of the owners who do not have thisnumber of shares to deal with putting the requirednumber of shares together.Shares cannot be divided up with respect to theCompany.When a share is burdened with usufruct, the rightsand obligations of the beneficial owner and the bareowner are governed by the law.192 VICAT - 2009 registration document