Nineteenth resolution

Nineteenth resolution

(Amendment of the Articles of Association relating to the age limits of the Chairman and Chief Executive Officer or the Chief Executive Officer)

The Extraordinary Meeting, having heard the report of the Board of Directors, resolves to amend article 14 of Chapter IV of the Articles of Association and to insert a new paragraph in the article concerning the age limits of the Chairman and Chief Executive Officer or the Chief Executive Officer.

The following paragraph will be added to the final paragraph of article 14 of Chapter IV of the Articles of Association concerning the Chairman and Chief Executive Officer:

"The Chairman and Chief Executive Officer will be required to retire from office at the latest at the close of the Annual General Meeting held to approve the accounts of the year in which he or she reaches his or her sixty-fifth birthday."
The following new paragraph will be added to article 14 of Chapter IV of the Articles of Association concerning the Chief Executive Officer:

"If the Board of Directors decides to segregate the functions of Chairman of the Board and Chief Executive Officer, the Chairman of the Board will be required to retire from office at the latest at the close of the Annual General Meeting held to approve the accounts of the year in which he or she reaches his or her sixty-eighth birthday. However, the Board of Directors may decide to extend the term of office of the Chairman of the Board to the close of the Annual General Meeting held to approve the accounts of the year in which he or she reaches his or her sixty-ninth birthday. The Chief Executive Officer will be required to retire from office at the latest at the close of the Annual General Meeting held to approve the accounts of the year in which he or she reaches his or her sixty-third birthday. However, the Board of Directors may decide to extend the term of office of the Chief Executive Officer to the close of the Annual General Meeting held to approve the accounts of the year in which he or she reaches his or her sixty-fourth birthday."

Consequently, the Extraordinary Meeting also resolves to amend articles 8 and 15 of the Articles of Association as follows :

- Article 8 :
Para. 1 of article 8 will henceforth read as follows:
" The Chairman of the Board of Directors is appointed from among the members of the Board of Directors ".

- Article 8 :
The final paragraph of article 15 will be deleted.

Presentation of the resolution

The nineteenth resolution concerns the amendment of the Articles of Association relating to age limits for the Chairman and Chief Executive Officer or the Chief Executive Officer. The age limit for the Chairman and Chief Executive Officer is set at 65 but different age limits are recommended where the functions of Chairman of the Board and Chief Executive Officer are segregated. In that case, the Chairman of the Board would be required to retire from office at 68 and the age limit for the Chief Executive Officer would be reduced to 63. However, under this authorisation, the Board would be entitled to extend the terms of both of these officers by one year.