6 - Vicat

21ADDITIONAL INFORMATION21.2. Constitutional documents and by-laws21.2.2.2. Term of office of the directors – Age limit –Renewal – Co-opting, (article 16 of the by-laws)1) The Directors are appointed for a term of 3 or 6years. They can be re-elected. If one or more seatsis unfilled, the Board can, under the conditions setby the law, co-opt interim appointments, subjectto ratification at the next Meeting.2) Subject to the provisions of in paragraphs 3 and4 below, terms of office end at the end of theOrdinary General Meeting which has voted on thefinancial statements for the financial year duringwhich the term of 3 or 6 years ended.3) When a Director’s mandate is conferred on anindividual who will reach 75 years of age beforeexpiry of the three or six year period fixedabove, the duration of this mandate is limited,in any event, to the time to run from his nominationto the Ordinary General Meeting approvingthe financial statements of the financial yearduring which such Director reaches the age of75 years.4) However, the Ordinary General Meeting, at the endof which the term of office of said Director endscan, on a proposal from the Board of Directors,re-elect him for a new period of 3 or 6 years, itbeing specified however that at no time may theBoard of Directors have more than one third of itsmembers aged over 75.5) Any Director must be the owner of at least tenshares before expiry of the period fixed by thelaw and remain so throughout his term of office.21.2.2.3. Presidency and secretariat of the Board ofDirectors (article 17 of the by-laws)The Board of Directors shall elect from its members aPresident and, if it considers it useful, a Vice-President.It fixes their term of office, which may not exceed eitherthat of their term as director, or the time to runfrom their appointment as President or Vice-Presidentuntil the end of the Ordinary General Meeting approvingthe financial statements for the financial year duringwhich they will reach the age of 75.Subject to these provisions, the President of theBoard of Directors or the Vice-President can alwaysbe re-elected.The President represents the Board of Directors. Heorganizes and directs the work of the latter, on whichhe reports to the General Meeting and carries outits decisions. He supervises correct operation of thebodies of the Company and makes sure that directorsare able to fulfill their mandates.The Board of Directors can appoint a secretary foreach meeting who can be selected from outside theshareholders.At its meeting on February 25, 2011, the Board ofDirectors decided to recommend to the CombinedGeneral Meeting of shareholders, on May 6, 2011, themodification of the first paragraph of article 17 of theby-laws as follows :“The Board elects a President from its membersand, if deemed necessary, a Vice-President. It decideson the period of their mandate, which cannotexceed that of their mandate as a Director, or thetime left between their appointment as President orVice-President and the end of the Ordinary GeneralMeeting approving the financial statements for theyear during which they reach the age of 85.”21.2.2.4. Meeting – Convening – Deliberation –Attendanceregister (article 18 of the by-laws)The Board of Directors meets at the President’s behestas often as the interests of the Company requireit, either at the registered office, or in any other placeindicated in the convening letter.Moreover, the CEO and directors constituting at leastone third of the members of the Board of Directorscan, by presenting an agenda of the meeting, conveneit if it has not met for more than two months;otherwise, the agenda is set by the President andmay only be fixed at the time of the meeting.Meetings are chaired by the President or the Vice-President and, failing this, by a director appointedat the start of the meeting.Decisions are taken pursuant to the quorum andmajority conditions prescribed by the law. If thereis a tied vote, the President shall have the castingvote.The minutes are drawn up and copies or extracts aredelivered and certified in accordance with the law.At its meeting on February 25, 2011, the Board ofDirectors decided to recommend to the CombinedGeneral meeting of shareholders, on May 6, 2011, theaddition of a sixth and final paragraph to article 18 ofthe by-laws as follows :2010 registration document VICAT 191