Full Press Release Details
Translation for information purposes only
soci t anonyme (corporation) with share capital of 2.120.005
Registered office : 8 rue de la Croix Jarry,
Paris Trade and Companies Registry no. 428 859 052
| Copy certified as true to the original by the Chairman and Chief Executive Officer |
| Andr Choulika |
The Company is a corporation (soci t anonyme), governed by Book II of the French commercial code (code de commerce) and by the
The name of the Company is:
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 soci t anonyme or the initials S.A. and by the mention of the amount of the share capital.
ARTICLE 3 - PURPOSES
The Company s purposes,
both in France and abroad, are all activities relating to genetics and more particularly to genome engineering and, notably, research, development and invention, filing and use of patents and trademarks, valorization, sale and marketing, advice and
assistance in any field, and more particularly in the fields of agrifood, pharmaceuticals, textile and environment; and generally, all industrial, commercial, financial, civil, and personal or real property operations that may be directly or
indirectly related to the purposes above or any similar or connected purposes.
ARTICLE 4 - REGISTERED OFFICE
The registered office of the Company is located at 8 rue de la Croix Jarry, 75013 Paris.
It may be transferred anywhere else in French territory by a decision of the Board of Directors, subject to the ratification of such decision by the next
ordinary general meeting, and elsewhere by virtue of a resolution of the extraordinary general meeting.
If a transfer is decided by the Board of
Directors, the Board is authorized to amend the bylaws and perform the publication and filing formalities required as a result, provided it is stated that the transfer is subject to the aforementioned ratification.
ARTICLE 5 - DURATION
The term of the Company
shall be ninety-nine (99) years starting from the date of its registration with the Trade and Companies Registry, except in the event it is dissolved before the expiration of its term or if said term is extended by an extraordinary general
shareholders meeting.
ARTICLE 6 - SHARE CAPITAL
The Company has a share capital of 2.210.005 It is divided into 42.400.100 shares with a par value of 0.05 each, all fully paid-up.
It may be increased or reduced as provided by the French commercial code (code de commerce).
On October 28, 2011, the shareholders general meeting approved the contribution to the Company of
11,111,089 shares of Cellartis, a Swedish Company with a share capital of SEK 2,222,217.80, which registered office is located at Arvid Wallgrens Backe 20, SE-41346 G teborg (Sweden). This contribution,
valued at 17,399,997, resulted in a share capital increase of a nominal amount of 96,666.65 and the issuance of 1,933,333 shares at a price of 9 each (share premium included), with a par value of 0.05 each,
allocated to Cellartis shareholders in exchange for their respective contributions.
ARTICLE 7 - LEGAL FORM
Fully paid-up shares are either held in registered or bearer form at the option of each shareholder, subject to the
applicable legal provisions regarding the form of shares held by certain natural or legal persons. Non fully paid-up shares must be held in registered form.
Shares are registered in an account under the conditions and in the manner prescribed by applicable laws and regulations.
Ownership of the shares delivered in registered form results from their registration in a registered account.
ARTICLE 8 SHARE TRANSFERS IDENTIFYING THE SHAREHOLDERS
8.1 Shares registered in accounts are freely transferable from one account to another through a wire, in accordance with applicable laws
8.2 The Company may also, subject to applicable laws and regulations, at its own expense, request from an
authorized agency at any time, the name, or, in the case of a legal entity, the corporate name, nationality, and address of holders of securities granting an immediate or future right to vote at its shareholders meetings, and the number of
securities held by each of them and, if applicable, any restrictions to which these securities may be subject.
ARTICLE 9 - RIGHTS AND OBLIGATIONS
PERTAINING TO 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 unpaid dividends due and dividends to be paid, as well as, as the case may be, the pro-rata portion of the reserve funds and provisions.
The ownership of a share implies ipso facto the owner s approval of the present bylaws and the decisions adopted by general shareholders
As well as the voting right attached to shares in accordance with applicable law, each share gives right to a
pro-rata portion of corporate assets, profits, and of liquidation surplus, proportional to the portion of the share capital it represents.
Whenever it is necessary to hold several shares to exercise any right, shareholders or securities holders shall take it upon themselves to pool the
number of shares or securities required.
In accordance with the provisions of the French commercial code (code de commerce), all fully paid-up shares which have been held in registered form for at least two years by the same shareholder will be granted double voting rights in comparison to the voting right attached to other shares which shall be
equal to amount of share capital it represents.
ARTICLE 10 PAYING UP OF THE SHARES
Amounts to be paid as payment for shares subscribed pursuant to a share capital increase shall represent not less than
one-fourth of their par value and the entire amount of the premium (as the case may be).
The Board of Directors
shall make calls for payment of the balance, in one or more installments, within a period of five years from the date the capital increase is completed.
Each shareholder shall be notified of the amounts called and the date on which the corresponding sums are to be paid at least fifteen days before the due
Shareholders who do not pay amounts owed on the shares they hold by the due date shall automatically and without the need for a formal demand for
payment owe the Company late payment interest calculated on a daily basis, on the basis of a 360 day year, starting as of the due date at the legal rate in commercial matters, plus three points, without prejudice to the Company s personal
action against such defaulting shareholder and the enforcement measures authorized by law.
ARTICLE 11 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 shareholders meeting within the limits of law.
At the time they are appointed, legal entities shall designate an individual as their permanent representative to the Board of Directors. The term of office
of the permanent representative shall be the same as the term of office of the legal entity it represents. If a legal entity removes its permanent representative from office, it shall immediately appoint a replacement. The same provision shall also
apply in the event of the death or resignation of the permanent representative.
The term of directors office shall be three years (3), with a year
being defined as the period between two consecutive ordinary general shareholders meetings. Directors term of office shall occur at the end of the ordinary general shareholders meeting which voted on the financial statements for
the past fiscal year and held in the year during which said directors term of office occurs.
Directors are always eligible for reappointment. They
may be removed from office at any time by a decision of a general shareholders meeting.
In the event of one or more vacancies on the Board of Directors due to death or resignation, the Board may make
temporary appointments between two general shareholders meetings.
Appointments made by the Board pursuant to the preceding paragraph shall be
submitted for ratification by the next ordinary general shareholders meeting.
If such appointments are not ratified, decisions adopted and acts
performed by the Board shall nevertheless remain valid.
If the number of directors falls below the statutory minimum, the remaining directors shall
immediately convene an ordinary general shareholders meeting in order to supplement the Board.
A director appointed to replace another director if
the term of the latter s office has not yet expired shall serve only for the remaining portion of his predecessor s term of office.
Company s employees may be appointed as directors. However, their employment contracts must correspond to actual employment. In such case, employees do
not lose the benefit of their employment contracts.
The number of directors who have employment contracts with the Company shall not exceed one-third of the directors in office.
The number of directors over the age of 70 shall not exceed one-third of the directors in office. If this limit is exceeded during the directors terms of office, the oldest director shall automatically be deemed to have resigned at the end of the next ordinary general
shareholders meeting.
The Board of Directors shall elect a Chairman from among its members, who shall be an individual. The Board shall determine its term of office, which shall not
exceed its term of office as director, and may remove him from office at any time. The Board shall set his compensation.
The Chairman shall organize and
manage the work of the Board and report it to the general shareholders meetings. The Chairman is responsible for the good functioning of the Company s corporate bodies and, notably, sees that the directors are able to carry out their
The Chairman of the Board cannot be more than 70 years old. If the Chairman reaches this age limit during his term of office as Chairman, he
shall automatically be deemed to have resigned at the end of the current office. Subject to this provision, the Chairman of the Board is always eligible for reappointment.
shareholders meeting may, upon suggestion from the Board of Directors, appoint one or several observers. The Board of Directors may also directly appoint the members, subject to ratification by the following general meeting.
The number of observers may not exceed five. They are freely chosen in light of their abilities.
They are appointed for a term of three (3) years.
The observers review questions that the Board of Directors or its Chairman submit for their opinion. The observers attend the Board of Directors meetings and
participate in the discussions only with a consultative voice. Their absence shall have no effect on the validity of the vote.
They are convened to Board
meetings under the same conditions as the Board members.