CEEIARAGON STATUTES
Company statutes
Statutes of the Centro Europeo de Empresas e Innovación de Aragón, S.A.
TITLE I
NAME OF THE COMPANY, OBJECTS OF THE COMPANY, DURATION. DATE ON WHICH IT IS TO COMMENCE BUSINESS AND ITS REGISTERED OFFICE.
Article 1.
The Public Limited Company, Centro Europeo de Empresas e Innovación de Aragón, S.A., shall be governed by these Articles of Association, and insofar as they are not provided for or are not mandatory, by the provisions of the Consolidated Text of the Public Limited Companies Act (RDL 1,564/89 of 22 December 1989), and other relevant provisions.
Article 2.
The purpose of the Company shall be to promote business initiatives, industrial or advanced services, which are considered innovative, either in manufacturing processes or in products, in the environment in which said business activity is to be carried out. In order to achieve its main purpose, the Company shall temporarily offer these innovative business initiatives suitable facilities for the initial development of these companies, providing common management and advisory services, as well as all ancillary operations that are directly antecedent to or a consequence of the main purpose.
Article 3.
The maximum possible duration of the Company shall be fifty years.
Article 4.
The date on which the Company commenced its operations shall be deemed to be the date of the execution of its founding deed.
Article 5.
The registered office of the Company is fixed in the city of Zaragoza, calle María de Luna, nº 11. The Board of Directors is empowered to change the specific location in the said town, and to establish its own offices, branches, agencies, representations or dependencies of any kind and in any place, whenever it deems appropriate for the good running of the Company.
TITLE II
THE SHARE CAPITAL OF THE COMPANY.
Article 6.
The share capital is set at THREE HUNDRED EIGHTY SIX THOUSAND EIGHTY SIX THOUSAND ONE HUNDRED AND NINETY EUROS (386,190 €). The aforementioned share capital is fully subscribed and paid up.
Article 7.
The share capital may be increased or reduced under the conditions agreed by the General Meeting and in accordance with the provisions of the legislation in force. In any capital increase with the issue of new shares, former shareholders may exercise, within the period indicated in each case by the Board of Directors, the right to subscribe a number of shares proportional to the number of shares they hold.
TITLE III
ACTIONS
Article 8.
The number of shares into which the share capital is divided is THIRTY-EIGHT THOUSAND SIX HUNDRED AND SIXTEEN HUNDRED AND SIXTEEN shares. These shares shall be registered, ordinary and of a single series, shall be issued in cheque books, shall be numbered consecutively from 1 to 38,619, both inclusive, and shall have a par value of TEN EUROS (10 €) each.
The capital is fully subscribed and paid up.
Article 9.
The securities representing the shares of the Company shall be authorised by the signature of the Chairman and the Secretary of the Board of Directors, in the form and under the conditions of guarantee stipulated by law.
If provisional receipts are issued prior to the issue of the shares, they shall state the name and surname of the shareholder, as well as the requirements stipulated for the representative holders of the shares.
Both the shares and the provisional slips shall meet the requirements established for them in Article 53 of the Consolidated Text of the Public Limited Companies Act, expressly taking into account the limitations imposed by these Articles of Association on their free transferability.
Article 10.
The share confers on its legitimate holder the status of member with the rights recognised by current legislation and these bylaws.
All members shall be represented at the General Meeting, and there shall be no minimum number of shares for attendance. For all types of corporate resolutions, each share shall have the right to one vote.
Article 11.
In the transfer of shares inter-vivos, the shareholders shall have the right of pre-emptive acquisition of the shares that any of them intends to dispose of, in which case the transfer shall be subject to the following limitations:
- All shareholders must notify the Chairman of the Board of Directors of their intention to transfer shares, by any means that provides proof of receipt, stating who the future acquirer is and the conditions agreed for the transfer.
- Within ten days, the above notice shall be sent to the other shareholders so that they may exercise their right within the following thirty days. If the number of shares requested exceeds the number offered, they shall be pro-rated in proportion to their respective holdings in the share capital.
- After the expiry of the foregoing periods, if no member has exercised his right, the shares may be freely disposed of for a period of 6 months, under the conditions announced. Once this period has expired, any transfer of shares shall once again be subject to the above-mentioned procedures.
- In the event of disagreement on the price, it shall be fixed in accordance with the real value. If any of the parties does not agree with this value, it may request that it be submitted to the judgement of three experts, one appointed by each party and a third by mutual agreement or, if this is not achieved, by appointment of the Institute of Chartered Accountants or the Commercial Registrar of the registered office.
- A transfer of shares which does not comply with the provisions of this Article shall be ineffective against the Company.
- For the transfer of pre-emptive subscription rights, the same rules as those set out above for the transfer of shares must be followed.
- The shares may be freely transferred mortis causa, and upon the death of any of the shareholders, their heirs shall succeed to their rights in relation to the Company.
- In any case, the acquisition of shares must be notified to the Company in writing, stating the name, surname, address, profession and nationality of the acquirer, without which the latter may not claim to exercise any rights in the Company.
Article 12.
Where limited rights in rem are constituted over the shares, the provisions of Article 57 of the Consolidated Text of the Public Limited Companies Act shall be observed.
TITLE IV
GOVERNING AND ADMINISTRATIVE BODIES OF THE COMPANY.
Article 13.
The governing bodies of the company shall be: the General Meeting of Shareholders, the Board of Directors and, where appropriate, the Executive Committee.
Section One: General Meetings.
Article 14.
The shareholders, in a duly called General Meeting, shall decide by majority vote on matters within the competence of the Meeting. All shareholders, including dissenting shareholders and those who have not participated in the meeting, shall be subject to the resolutions of the General Meeting.
Article 15.
General Meetings may be ordinary or extraordinary.
Article 16.
The Ordinary General Meeting, previously called for this purpose, shall necessarily meet within the first six months of each financial year to review the management of the company, to approve, if appropriate, the accounts for the previous year and to decide on the application of the result.
Any General Meeting other than that provided for in the preceding paragraph shall be deemed to be an Extraordinary General Meeting. Consideration as an Extraordinary General Meeting. The directors may call an Extraordinary General Meeting of shareholders whenever they deem it appropriate in the interests of the company.
Article 17.
General Meetings, subject to the provisions of Article 20 of these Articles of Association, shall be validly constituted, on first call, when half of the Share Capital is in attendance, duly represented; on second call, the General Meetings shall be validly constituted, regardless of the number of shareholders attending the same.
Article 18.
The General Meeting shall be called by means of a notice published on the company’s website http://www.ceeiaragon.es/, when the company has been created, registered and published in accordance with the terms of Article 11 bis of the Consolidated Text of the Spanish Companies Act. In this case, the notice of call must be posted on the company’s website from the date of the call until the actual holding of the general meeting without interruption. Until it is created, inserted and published on the website, the call shall be made by any individual and written communication procedure that ensures receipt of the announcement by all shareholders at the address designated for this purpose or which appears in the company’s documentation. In any case, the notice shall state the name of the company, the date and time of the meeting, the agenda, which shall include the business to be transacted, and the position of the person or persons issuing the notice. There shall be a period of at least one month between the notice and the date scheduled for the meeting, which, in the case of individual notices to each shareholder, shall be calculated from the date on which the notice was sent to the last shareholder.
Article 19.
General Meetings shall be called by the Chairman of the Board of Directors of the Company, subject to a prior resolution of this body.
It shall also be called when so requested by shareholders holding at least five per cent of the share capital, stating in the request the business to be transacted at the meeting. In this case, the meeting must be called to be held within thirty days of the date on which the directors were requested by notary to call it. The agenda shall include the matters that have been the subject of the request.
Article 20.
In order for the General Meeting to validly resolve to issue debentures, increase or reduce capital, transform, merge or dissolve the Company, and in general any amendment to the Articles of Association, the attendance of shareholders holding at least two thirds of the subscribed voting capital shall be required at first call. On second call, the representation of half of said capital shall be sufficient.
Article 21.
The General Meeting may be attended by the holders of registered shares, in accordance with the provisions of article 104 of the TR of the Public Limited Companies Act.
Shareholders may delegate their representation by means of a letter addressed to the Chairman of the Board of Directors specifically for each meeting.
Legal entities shall be represented by those who exercise their legal representation in general or by those who have been expressly appointed for this purpose, complying in each case with the application of particular and specific rules of each shareholder entity, if these rules have a rank that imposes their application, in order to legitimise representation and the exercise of voting rights at the General Meetings.
In order to exercise their right to vote, in accordance with the foregoing, shareholders attending the General Meetings shall be provided with the corresponding attendance card, which shall be available at the offices of the Company until the time of the Meeting. Such voting card shall contain the number of votes to be exercised by the shareholder.
Article 22.
The Presiding Committee of General Meetings shall be constituted by the Board of Directors, and the Chairman, Vice-Chairmen and Secretary of the General Meetings shall be the Chairman, Vice-Chairmen and Secretary of the Board. In the absence of Chairman and Vice-Chairmen, the shareholder elected in each case by the shareholders attending the meeting shall preside; similarly, in the absence of the Secretary, the shareholder elected by the shareholders shall act as Secretary.
The General Meeting may designate, by means of a vote, one or more shareholders to take part in the scrutiny of the Presiding Table; this designation shall be made by vote.
Shareholders’ Meetings shall adopt resolutions by a majority of the votes cast. Each share has one vote.
Express and detailed minutes of each meeting shall be drawn up and recorded in the corresponding book, and shall be signed by the Chairman and Secretary, and, where appropriate, by the interveners referred to below.
The minutes of the Meeting may be approved by the Meeting itself, after it has been held, and, failing this, within fifteen days, by the Chairman and two scrutineers, one representing the majority and the other the minority.
Article 23.
General Meetings shall be held on the day indicated in the notice of call, but their sessions may be extended for one or more consecutive days.
The extension may be agreed at the proposal of the Board of Directors or at the request of a number of shareholders representing one quarter of the share capital present at the meeting. The minutes shall be a single record, even if there are several meetings.
Before going into the agenda, a list of attendees shall be drawn up, stating the nature, representation of each attendee and the number of shares held by them or by others. At the end of the list, the number of shareholders present or represented shall be determined, as well as the amount of capital they hold, specifying the amount corresponding to shareholders with voting rights.
Article 24.
Shareholders may request in writing, prior to the general meeting or verbally during the meeting, such reports or clarifications as they may deem necessary regarding the items on the agenda. The Board shall be obliged to provide them with such reports or clarifications, except where, in the opinion of the Chairman, disclosure of the information requested would prejudice the interests of the company. This exception shall not apply when the request is supported by shareholders representing at least one quarter of the capital.
Any shareholder may obtain certification of the resolutions adopted.
Section Two: The Board of Directors
Article 25.
The Company shall be managed and governed by the Board of Directors, which shall represent the Company and have full powers, except for matters expressly reserved, by law or by the Articles of Association, to other Governing Bodies.
The Board of Directors shall be composed of a minimum of fifteen and a maximum of twenty members, appointed by the General Meeting. For these purposes, shares which are voluntarily grouped together to constitute a figure of share capital equal to or greater than that resulting from dividing the latter by the number of members of the Board shall be entitled to appoint those which, exceeding whole fractions, are deducted from the corresponding proportion.
In this case, the shares thus grouped together shall not vote for the remaining members of the Board.
The Board of Directors may appoint an Executive Committee from among its members, to which the Board may delegate, on a permanent basis, all the functions, except those which by law or by resolution of the General Meeting are its exclusive competence, in accordance with the provisions of article 141 of the Public Limited Companies Act.
The Executive Committee shall be made up of the Chairman, who shall be the Chairman of the Board, the two Vice-Chairmen and a minimum of four and a maximum of eight members, with the Secretary of the Board acting as Secretary.
The Executive Committee shall report the resolutions it adopts to the Board of Directors at its first meeting.
Article 26.
The office of director may be resigned, revoked and re-elected. Directors shall hold office for a term of four years and may be re-elected for successive terms of the same duration.
For the purposes of this article, the years shall be understood to end on the days on which the Ordinary General Meetings are held at which the renewal of directors is to take place.
If vacancies arise during the term for which the directors were appointed, the Board may appoint from among the shareholders the persons to fill such vacancies until the next general meeting is held. In all cases, the proportional voting system used for the appointment of directors shall be respected.
In any case, directors representing public entities shall cease to be directors when they cease to hold office in such entities.
The Board may resolve to pay attendance fees and travel expenses.
Article 27.
The Board of Directors shall elect a Chairman, two Vice-Chairmen and a Secretary, who may or may not be a Director, with voice but no vote in the latter case. In the absence of the Chairman, meetings shall be chaired by a Vice-Chairman, in the order established by resolution of the Board of Directors; and in his absence, the oldest Director; and in the absence of the Secretary, the youngest member shall act as Secretary.
The Board of Directors shall meet whenever its Chairman deems it appropriate or at the request of at least 3 directors, and in any case at least once a quarter. It shall be validly constituted when half plus one of its members are present at the meeting, either in person or represented by other directors. The meetings may be attended by the General Director or Manager of the Company, with voice but without vote, as well as by any other technical experts who may be called to attend.
The meetings shall be held at the place and time indicated in the notice of meeting, and the members of the Board must have all the documentation necessary to study the agenda at least four days before the meetings are held.
Resolutions shall be adopted by an absolute majority of the directors attending the meeting, present or represented, except in cases where a qualified majority is legally required.
Resolutions shall be recorded in a Minutes book, and certificates may be issued by the Secretary with the approval of the Chairman.
The Chairman shall be responsible for executing the resolutions of the Board, except for any delegations that the Board may make to any of its members for specific cases.
Article 28.
By way of example and without limitation, the following powers, among others, shall correspond to the Board of Directors:
a) To administer movable or immovable property; to exercise and fulfil all kinds of rights and obligations; to render accounts; to sign and follow up correspondence; to make and withdraw money orders and dispatches; to modify, terminate and settle contracts of all kinds, particularly leases, insurance, labour and transport contracts of any kind; to accept and dismiss employees, to recognise, accept, pay and collect any debts and credits, for capital, interest, dividends and repayments, and in relation to any person or public or private entity, signing receipts, balances, agreements and receipts.
b) Dispose of, dispose of, acquire and contract actively or passively, in respect of all kinds of movable or immovable property, real and personal rights, obligations, securities and any other public or private effects.
c) Apply for all kinds of loans and credits in the amount they deem necessary. Once the credit has been granted, to contract it for the capital, annual interest rate, delivery period, investment and repayment instalment freely agreed, with whatever agreements and conditions may be proposed.
d) To trade, manage and administer commercial or industrial businesses, carrying out any acts relating to commercial transactions. Participate in other companies and incorporate them when the development of the object of this company makes such actions advisable.
e) To draw, accept, guarantee, endorse, collect, pay, intervene and protest bills of exchange, cheques, cheques and other bills of exchange; to open, monitor, cancel and settle savings accounts, current accounts and credit accounts.
f) Appearing before Courts, Tribunals, Magistrates, Public Prosecutors, Trade Unions, Registries and all kinds of public or private offices, Ministries of any kind, State departments, Autonomous Communities, Provinces or Municipalities, in civil, criminal, administrative, contentious and economic-administrative, governmental, labour, tax and any other matters that may exist or be created, at all levels, jurisdictions and instances. g) To grant powers of attorney in favour of Court Attorneys, Lawyers and Social Security Graduates in order to exercise judicial powers.
g) Grant all kinds of powers of attorney to whomever he deems convenient and in the interests of the Company, with the powers he deems appropriate within the limits of his own powers. Such proxy may not grant powers of attorney to any other person.
h) Sign and sign such public and private documents as may be necessary or convenient for the aforementioned purposes and powers.
TITLE V
THE FINANCIAL YEAR. OF THE BALANCE SHEET AND OF THE SYSTEM OF PROFITS.
Article 29.
The financial year shall commence on the first day of January and end on the thirty-first day of December of each year; by way of exception, the first financial year shall commence on the date of signature of this Memorandum of Association and end on the thirty-first day of December of the same year.
The Board of Directors of the Company shall be obliged to draw up the annual accounts, the management report and the proposed allocation of profits and, where appropriate, the consolidated accounts and management report within three months of the end of the financial year. These shall be drawn up in accordance with the provisions of Chapter VII of the Corporations Act, and shall be submitted for approval or rejection at the Annual General Meeting, accompanied by a report summarising the year, the content of which shall be as stipulated in Section 6a of Chapter VII of the Corporations Act.
Article 30.
Before the end of the financial year to be audited, the General Meeting shall appoint the persons who are to audit the accounts, the duration of the appointment being subject to the provisions of Article 204 of the Corporations Act, and such auditors, if any, shall act in accordance with the provisions of law.
Within the month following the approval of the annual accounts, they shall be submitted punctually, with the appropriate certificate accrediting such approval and application of the result, for deposit with the Companies Registry in the manner established by law.
Article 31.
The net income of the Company, net of all overheads, social charges and accrued taxes, including depreciation, shall constitute the profits. These shall be distributed as decided at the Annual General Meeting, in accordance with the provisions of the law.
TITLE VI
DISSOLUTION AND LIQUIDATION OF THE COMPANY.
Article 32.
The Company shall be dissolved if there are legal grounds for dissolution and after the period of duration set out in Article 3 of these Articles of Association has elapsed.
Article 33.
On dissolution of the company, the liquidation period shall commence, and the General Meeting shall appoint an odd number of liquidators, who shall perform their duties in accordance with the legislation on public limited companies and the Commercial Code.
TRANSITIONAL PROVISION
The shareholding of the Instituto de la Pequeña y Mediana Empresa Industrial being limited to a maximum period of three years by agreement of its Board of Directors and in accordance with Royal Decree 1114/1978, of 2 May, as amended by Royal Decree 2684/1980, of 7 November, sufficiently in advance of the expiry of said period of permanence, said body shall offer the shares for sale to the other shareholders, which shall be prorated in direct proportion to the shares it holds in the Company.
In the event of disagreement on the value of such shares, it shall be determined by three auditors appointed, one by each party, and a third by mutual agreement, or if this is not reached, by notarial draw from a list of five auditors and/or Auditing Companies, not including in the draw those who are challenged by any of the parties during the notarial appearance, for any of the causes set out in article 621 of the Civil Procedure Act. The valuation of the shares must be made at the rate resulting from the joint assessment of the liquid assets of the company. In order to determine the liquid assets, the reality and the updated value of each of the elements of its assets and liabilities shall be verified.
If the other shareholders do not accept this purchase, an Extraordinary General Meeting shall be called immediately to resolve to reduce the share capital by an amount equal to the shareholding of the shareholder obliged to withdraw from the company. The latter shall be reimbursed the value of his shares and in the event of disagreement on these, the procedure and valuation criteria established in the preceding paragraph shall apply.
