The General Meeting of Shareholders shall fix the salary, the "tantieme", if any, and the further terms of employment of the Managing Directors. OFFICERS OF THE COMPANY HOLDING POWERS OF PROCURATION
The General Meeting can agree upon its own extension during one or more consecutive days, under the proposal of the administrators or a number of partners who represent, at least, one fourth of the attending current capital stock. Regardless of the number of sessions, it will be considered that the General Meeting is single, drafting a single minute for all its sessions. The General Meeting can also be temporarily suspended in the cases and under the manner scheduled in its Regulation.
The General Meeting will be held in the venue which i indicated in the notice of meeting within the municipality in which the Company has is registered address (main location). If the notice of meeting did not include the venue, it will be understood that the General Meeting will take place in the Company registered address. If the General Meeting is held by telematic means, it shall be considered that the meeting is held at the registered office of the Company.
The General Meeting of Shareholders is entitled to assign its authorities to adopt resolutions, referred to in para. I of this Article, to another corporate body and is entitled to revoke such an assignment.
The General Meeting of shareholders shall be competent to subject in a resolution of the Board to that effect clearly described resolutions of the Managing Board to its approval or authorization. Without prejudice to the provision laid down in the preceding sentence, the Managing Board shall require the authorization or approval of the General Meeting of shareholders for resolutions of the Managing Board, the subject matter of which is:
a. acquisition, encumbrance, alienation, hiring or letting notice to leave or acquiescence in notice to leave of registered goods;
b. encumbrance of other goods than registered goods;
c. the borrowing of money and/or obtainment of advances on current account on behalf of the Company, as also the placing on deposit of moneys of the Company otherwise than from or with the institutions approved by the General Meeting of Shareholders;
d. the lending of money;
e. granting, alteration or withdrawal of powers of procuration or the according to or withdrawal from a "procuratiehouderff (officer of the Company holding powers of procuration) of a title as referred to in Article 14 hereof;
f. the granting to an employee of a fixed annual salary exceeding the an amount fixed by the General Meeting of Shareholders and notified to the Managing Board, and the dismissal of an employee earning a fixed annual salary as herein before described;
g. arranging of group pension schemes or the granting of pension rights otherwise than in pursuance of a group pension scheme;
h. binding the Company for debts of others, as surety or otherwise;
i. entry into agreements - to the extent that the same do not form part of standard contracts - in pursuance whereof disputes, if any, are to be referred to the determination of arbitrators or are to be determined by binding opinion, or the subject matter whereof is the compromising of matters;
j. the taking or defending of legal proceedings in the ordinary courts of law, the taking or defending of arbitration proceedings or the taking of measures for the purpose of obtaining a binding opinion, except for taking legal action which no delay or are of a purely precautionary nature and, further, except for taking measures for the collection of receivables;
k. the exercise of voting rights in respect of unlisted shares and other securities, to which voting rights attach, which shall include determination of the way of voting;
l. establishment or winding up of offices and branches;
m. extension of the business by a new branch or discont...
The General Meeting of Members of the Cooperative has unanimously approved the establishment of subject pledge in favour of the Pledgee, all in accordance with the Articles of Association, as is evidenced by a written resolution, dated November 12, 2009, a copy of which is attached to this Deed (Annex 4).
The General Meeting appoints the directors. The General Meeting determines at the time of the appointment whether a director is appointed as an Executive Director or as a Non-Executive Director. The General Meeting may suspend and dismiss directors. The board may suspend Executive Directors.
The General Meeting. Composition
The General Meeting is responsible for determining the number of components of the Board of Directors. For this purpose, it will proceed straight away by setting said number by means of an express agreement or, indirectly, by providing vacancies or the appointment of new directors, within the maximum limit established in the previous section.”
The General Meeting. Article 8
8.1. The General Meeting is the highest authority of the company. Its resolutions are binding on all shareholders.
8.2. Resolutions of the General Meeting which violate the law or the Articles of Association may be contested by the Board of Directors or by any shareholder under the conditions stipulated in Article 706 of the Code of Obligations.
