Article 451 — Exceptions to the Preferred Right

1/ The extraordinary general meeting which resolves an increase of capital may also resolve that the provisions of Article 448, 449 and 450 shall not apply, in whole or in part, but after considering: a) a directors` report giving reasons for the increase of capital and the setting aside of the preferred right of subscription, the allotters of the new shares, the number of shares allocated to each, the issue price and the basis for determining such price; and b) an auditors` report certifying the correctness of the directors` report. 2/ Allotters of new shares shall not vote at a meeting which sets aside in their favor the application of the provisions of Article 448 to 450 of this Code. 3/ The quorum and majority required for the decision under Sub-Article (1) and (2) of this Article shall be calculated on the whole of the shares making up the share capital but to the exclusion of the shares held or represented by such allotters.