Article 394 — Powers of Ordinary General Meetings

Without prejudice to other provisions of this Code, the ordinary general meeting shall have the following powers and duties: 1/ amend or approve or reject, after discussion, the balance sheet, the profit and loss account as well as reports of the board of directors, reports of the Auditors and supervisory board, if any, and where necessary, pass resolutions relating to the allocation of and distribution of profits and on all questions arising out of the accounts for the past financial year; 2/ appoint or remove directors, members of the supervisory board or Auditors as appropriate and decide the amount of their remuneration; 3/ approve the issue of debentures as well as the guarantees attached thereto; 4/ approve transfer of fifty one percent or more of the assets of the company at once or within one year from the date of the first sale at different intervals; and 5/ decide all matters on which a general meeting passes decisions other than those specifically reserved to an extraordinary general meeting under this Code.