If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom
copies are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
00-0000000
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
N/A
|
|
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
THE NETHERLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7.
|
SOLE VOTING POWER: 0
|
|
|
8.
|
SHARED VOTING POWER: 713,605,187
|
|
|
9.
|
SOLE DISPOSITIVE POWER: 0
|
|
|
10.
|
SHARED DISPOSITIVE POWER: 713,605,187
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 713,605,187
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 60.4%
|
|
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC
|
|
|
1.
|
NAMES OF REPORTING PERSONS
|
|
|
|
SAN FAUSTIN S.A.
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
00-0000000
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
N/A
|
|
|
5.
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
|
GRAND DUCHY OF LUXEMBOURG
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7.
|
SOLE VOTING POWER: 0
|
|
|
8.
|
SHARED VOTING POWER: 713,605,187
|
|
|
9.
|
SOLE DISPOSITIVE POWER: 0
|
|
|
10.
|
SHARED DISPOSITIVE POWER: 713,605,187
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 713,605,187
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 60.4%
|
|
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
|
|
|
1.
|
NAMES OF REPORTING
PERSONS
|
|
|
|
TECHINT HOLDINGS S.À R.L.
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
00-0000000
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
|
|
|
|
N/A
|
|
|
5.
|
CHECK IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐
|
|
|
|
|
6.
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
|
|
GRAND DUCHY OF LUXEMBOURG
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7.
|
SOLE VOTING
POWER: 713,605,187
|
|
|
8.
|
SHARED VOTING POWER:
|
|
|
9.
|
SOLE DISPOSITIVE POWER: 713,605,187
|
|
|
10.
|
SHARED DISPOSITIVE POWER:
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 713,605,187
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 60.4%
|
|
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO
|
|
|
This Amendment No. 3 amends and supplements
the Schedule 13D originally filed on February 14th, 2011 (this “Amendment No. 3”), as further amended by
Amendments No. 1 and No. 2, on behalf of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS (as defined thereunder), relating to the Ordinary
Shares, par value $1 per share of Tenaris S.A. (the “Ordinary Shares”).
No changes occurred except on the following Items:
Item 2. Identity and Background
This Schedule 13D is being jointly filed
by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).
|
(a)
|
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN
SAN FAUSTIN (“RP STAK”)
|
“De Rotterdam” 41st
floor, Wilhelminakade 173 – 3072 AP Rotterdam, The Netherlands.
RP STAK is a private foundation
(stichting) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.
|
(b)
|
SAN FAUSTIN S.A. (“SAN FAUSTIN”)
|
26, Boulevard Royal, Ground Floor,
L-2449 Luxembourg.
SAN FAUSTIN is a société
anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to
control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders
of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning
SAN FAUSTIN’s policies).
|
(c)
|
TECHINT HOLDINGS S.À R.L. (“TECHINT HOLDINGS”)
|
26, Boulevard Royal, Ground Floor,
L-2449 Luxembourg
TECHINT HOLDINGS is a société
à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy
of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.
The name, present principal occupation
or employment (and the name, principal business and address of any corporation or other organization in which such employment is
conducted) and citizenship of each voting committee member, executive officer or director, as applicable, of each Reporting Person
are set forth in Schedule I and is incorporated into this Item 2 by reference.
During the last five years, none of the
Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
Information with respect to each of the
Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or
completeness of information given by another Reporting Person.
Item
3. Source and Amount of Funds or Other Consideration
The events requiring the filing of this
Amendment No. 3 did not involve any transfer of funds or any kind of consideration. This filing is due to the changes of address
of the Reporting Persons, as well as some minor changes in the members of the Board of Directors or executive officers of some
of the Reporting Persons There were no changes in the holdings of Ordinary Shares of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS
since such Reporting Persons filed their most recent Amendment No. 2 to Schedule 13D on November 14th, 2016.
Item 4. Purpose of Transaction
This filing of the Amendment No. 3 is due
to the changes of address of the Reporting Person, as well as some minor changes in the members of the Board of Directors or executive
officers of some of the Reporting Persons.
There were no changes in the holdings of
Ordinary Shares of RP STAK, SAN FAUSTIN and TECHINT HOLDINGS since such Reporting Persons filed their most recent Amendment No.
2 to Schedule 13D on November 14, 2016. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence
matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval
of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies). Shares representing approximately
64% of SAN FAUSTIN’S votes and 41% of SAN FAUSTIN’S capital are deposited with RP STAK.
Item 5. Interest in Securities of the Issuer
|
(a)(b)
|
RP STAK. See items (7) through (11) and (13) on page
2
|
SAN FAUSTIN.
See items (7) through (11) and (13) on page 3
TECHINT HOLDINGS.
See items (7) through (11) and (13) on page 4
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The updated versions
of the Articles of Association of RP STAK and the Conditions of Administration of RP STAK set forth on Exhibits A and B, respectively,
are herein included. None of the aforementioned documents has undergone material changes.
Item 7. Material to Be Filed as Exhibits
Schedule I
ROCCA & PARTNERS STICHTING
ADMINISTRATIEKANDOOR AANDELEN SAN FAUSTIN
MANAGEMENT
Manager
|
Business Address
|
Present Principal occupation
|
Citizenship
|
Zenco Management BV
|
“De Rotterdam” 41st floor
Wilhelminakade 173
3072 AP Rotterdam
The Netherlands
|
Management Company
|
Dutch
|
VOTING COMMITTEE
Members
|
Business Address
|
Present principal occupation
|
Citizenship
|
Paolo Rocca (Chairman)
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina
|
Chairman & CEO of Tenaris S.A.
|
Italian
|
Gianfelice Rocca
|
Via Monte Rosa 93, Milano, Italy
|
Chairman of San Faustin S.A.
|
Italian
|
Roberto Bonatti
|
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg
|
Director of San Faustin S.A. and Arotec Investments B.V.
|
Italian
|
Enrico Bonatti
|
8th Floor, Farringdon Street, London, EC4A 4AB, United Kingdom
|
Director of Tenaris Global Services (UK) Ltd.
|
Swiss
|
Giovanni Sardagna
|
Via Monte Rosa 93, Milano, Italy
|
Director of Investors’ relations of Tenaris S.A.
|
Italian
|
Andres Piñeyro
|
Cerrito 1266, Buenos Aires, Argentina
|
President of Meridium S.A.
|
Argentine
|
Lodovico Rocca
|
Hipolito Bouchard 557, 17th Floor, Buenos Aires, Argentina.
|
President of Techint E&C, Uruguay
|
Italian
|
SAN FAUSTIN S.A.
BOARD OF DIRECTORS
Name
|
Business Address
|
Present principal occupation
|
Citizenship
|
Gianfelice Rocca
|
Via Monte Rosa 93, Milan, Italy
|
Chairman of San Faustin S.A.
|
Italian
|
Paolo Rocca
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina
|
Chairman & CEO of Tenaris S.A.
|
Italian
|
Alberto Valsecchi
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina
|
President Dalmine S.p.A., Bergamo, Italy
|
Italian
|
Roberto Bonatti
|
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg
|
Director of San Faustin S.A. and Arotec Investment B.V.
|
Italian
|
Guido Bonatti
|
Via Donizetti 57, Milan, Italy
|
Financial Advisor
|
Italian
|
Marco Drago
|
13, via Cattaneo, Novara, Italy
|
Chairman, De Agostini SpA
|
Italian
|
Giorgio Alliata di Montereale
|
Carlos M. Della Paolera 299, 18th floor, Buenos Aires,
Argentina
|
Economist
|
Italian
|
Bob Kneip
|
26/28 rue E. Steichen
L-2540 Luxembourg
|
Vice-Chairman of Kneip Communication Luxembourg
|
Luxembourger
|
Andres Piñeyro
|
Cerrito 1266, Buenos Aires, Argentina
|
President, Meridium S.A., Buenos Aires
|
Argentine
|
Lodovico Rocca
|
Hipolito Bouchard 557, 17th Floor, Buenos Aires, Argentina.
|
President of Techint E&C, Uruguay
|
Italian
|
Giovanni Sardagna
|
Via Monte Rosa 93, Milan, Italy
|
Director of Investors’ relations of Tenaris S.A.
|
Italian
|
Paolo Bassetti
|
Strada Gheorghe Manu 7, Bucarest, Romania
|
Director of BEPA Investitii Consultor SRL, Bucarest, Romania
|
Italian
|
OFFICERS
Name
|
Business Address
|
Present principal occupation
|
Citizenship
|
Chairman of the Board
Gianfelice Rocca
|
Via Monte Rosa 93, Milan, Italy
|
Chairman of San Faustin S.A.
|
Italian
|
President
Paolo Rocca
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina
|
Chairman & CEO of Tenaris S.A.
|
Italian
|
Vice-president
Alberto Valsecchi
|
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina
|
President Dalmine S.p.A., Bergamo, Italy
|
Italian
|
Secretary of the Board of Directors
Fernando Jorge Mantilla
|
Carlos M. Della Paolera 299, 16th floor, Buenos Aires,
Argentina
|
Attorney at law
|
Argentine
|
Assistant Secretary of the Board of Directors
Michele Zerbi
|
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg
|
General Manager San Faustin S.A.
|
Italian
|
TECHINT HOLDINGS S.à r.l.
BOARD OF DIRECTORS
Name
|
Business Address
|
Present principal occupation
|
Citizenship
|
Gianfelice M. Rocca
(Chairman)
|
Via Monterosa 93, Milan, Italy
|
Chairman of San Faustin S.A.
|
Italian
|
Mario O. Lalla
|
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina
|
President of Sociedad Anónima de Mandatos y Administración S.A.
|
Argentine
|
Alain Renard
|
74, Grand-Rue
L-1660 Luxembourg Grand Duchy of Luxembourg
|
Member of the Executive Committee of Atalux
|
French
|
Michele Zerbi
|
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg
|
General Manager San Faustin S.A.
|
Italian
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING
ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement is true,
complete and correct.
Pursuant to Rule 13d-1(k)(1),
the undersigned joins in the filing of this Amendment No. 3 on his own behalf and on behalf of SAN FAUSTIN S.A. and TECHINT HOLDINGS
S.À R.L.
June 25th, 2020
|
/s/ Fernando J. Mantilla
|
|
Attorney-in-fact
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this
statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d
- 1(k)(1), the undersigned joins in the filing of this Amendment No. 3 on his own behalf and on behalf of ROCCA & PARTNERS
STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN and TECHINT HOLDINGS S.À R.L.
June 25th, 2020
|
/s/ Fernando J. Mantilla
|
|
Attorney-in-fact
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L.
to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1),
the undersigned joins in the filing of this Amendment No. 3 on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR
AANDELEN SAN FAUSTIN and SAN FAUSTIN S.A.
June 25th, 2020
|
/s/ Fernando J. Mantilla
|
|
Attorney-in-fact
|
Exhibit A
AMENDED & CONSOLIDATED
VERSION OF THE ARTICLES OF ASSOCIATION OF
ROCCA & PARTNERS
Stichting Administratiekantoor Aandelen SAN FAUSTIN
ARTICLES OF ASSOCIATION:
CHAPTER I. DEFINITIONS.
Definitions. Article 1.
|
1.1
|
In these Articles of Association the following words shall have the following meanings:
|
the board of the Foundation
consisting of one member (the Manager);
any day
on which banks are usually open for business in Uruguay, Italy as well as Luxembourg, excluding Saturdays, Sundays and public holidays
in any of these countries;
San
Faustin S.A., a limited liability company under the laws of Luxembourg (‘Société Anonyme’), having
its registered office at Luxembourg, Grand Duchy of Luxembourg and its office address at 3B, Boulevard Prince Henri, L - 1724 Luxembourg,
Grand Duchy of Luxembourg, registered with the Registre de Commerce et des Sociétés under number B158593 (Company);
|
(d)
|
the “Conditions of Administration”:
|
the terms
and conditions of the Foundation for the custody and holding in administration (in Dutch: ‘in administratie’) of
Shares, in exchange for the issuance of Depositary Receipts, established in accordance with Article 16, as they will read from
time to time;
|
(e)
|
a “Depositary Receipt”:
|
a convertible
(in Dutch: ‘decertificeerbaar’) registered depositary receipt (in Dutch: ‘een certificaat’) issued
by the Foundation for a deposited Share, representing the beneficial ownership of (in Dutch: ‘economische gerechtigdheid
tot’) the Share corresponding to the relevant depositary receipt;
unless
the contrary is apparent, this shall include each Ordinary Depositary Receipt and each Preferred Depositary Receipt;
a holder
of one or more Depositary Receipts and as such the beneficial owner of (in Dutch: ‘economisch gerechtigde tot’)
the Shares corresponding to the relevant Depositary Receipts;
unless
the contrary is apparent, this shall include each Ordinary Depositor and each Preferred Depositor;
has the meaning as attributed
thereto in Article 3.1;
ROCCA
& PARTNERS Stichting Administratiekantoor Aandelen SAN FAUSTIN, a foundation under the laws of the Netherlands, having
its registered office in the municipality of Rotterdam, the Netherlands, and its office address at 3072 AP Rotterdam, the Netherlands,
Wilhelminakade 91, Maastoren, registered with the Dutch trade register under number 51500434;
|
(i)
|
the “General Meeting of Shareholders”:
|
a meeting
of Shareholders and other persons entitled to attend meetings of Shareholders or the body of the Company consisting of Shareholders
entitled to vote;
Rocca
& Partners S.A., a company under the laws of the British Virgin Islands, having its registered office in Road Town, Tortola,
British Virgin Islands and its office address at Vanterpool Plaza 1, Tortola, British Virgin Islands and registered in the companies
register of the British Virgin Islands under number 435.473;
|
(k)
|
an “Instruction Notice”:
|
a notice in writing from the
Voting Committee to the Manager including instructions in respect of the exercise of the voting rights on the Shares;
by letter, by telecopier, by
e-mail or by message which is transmitted via any current means of communication and which can be received in writing, provided
that the identity of the sender can be sufficiently established;
|
(m)
|
the “Management Fee”:
|
has the meaning as attributed
thereto in Article 5.5;
the sole member of the Board;
|
(o)
|
the “Meeting of Depositors”:
|
the
meeting of Depositors and other persons entitled to attend such a meeting, as referred to in Article 13;
|
(p)
|
the “Meeting of Ordinary Depositors”:
|
the meeting
of Ordinary Depositors and other persons entitled to attend such a meeting, as referred to in Article 14;
|
(q)
|
the “Meeting of Preferred Depositors”:
|
the meeting
of Preferred Depositors and other persons entitled to attend such a meeting, as referred to in Article 15;
|
(r)
|
the “No Instruction for Ordinary
Company Matters Proxy”:
|
has the meaning as attributed
thereto in Article 12.3 (ii);
|
(s)
|
the “Nominated Person Proxy”:
|
has the meaning as attributed
thereto in Article 12.2;
|
(t)
|
the “Ordinary Company Matters”:
|
Ordinary Company Matters 1
and/or the Ordinary Company Matters 2;
|
(u)
|
the “Ordinary Company Matters
1”:
|
has the meaning as attributed
thereto in Article 12.1 paragraph a. (i).;
|
(v)
|
the “Ordinary Company Matters
2”:
|
has the meaning as attributed
thereto in Article 12.1 paragraph a. (ii);
|
(w)
|
an “Ordinary Depositary Receipt”:
|
a convertible
(in Dutch: ‘decertificeerbaar’) registered depositary receipt (in Dutch: ‘een certificaat) issued
for a deposited Ordinary Share by the Foundation, representing the beneficial ownership of (in Dutch: ‘economische gerechtigdheid
tot’) the Ordinary Share corresponding to the relevant depositary receipt;
|
(x)
|
an “Ordinary Depositor”:
|
a holder
of one or more Ordinary Depositary Receipts and as such the beneficial owner of (in Dutch: ‘economisch gerechtigde tot’)
the Ordinary Shares corresponding to the relevant Ordinary Depositary Receipts;
an ordinary share in the capital
of the Company;
|
(z)
|
an “Ordinary Shares Meeting”:
|
a meeting
of holders of Ordinary Shares and other persons entitled to attend such meetings or the body of the Company consisting of holders
of Ordinary Shares entitled to vote;
|
(aa)
|
the “Other Company Matters”:
|
has
the meaning as attributed thereto in Article 12.1 paragraph c.;
|
(bb)
|
the “Other Company Matters Proxy”:
|
has
the meaning as attributed thereto in Article 12.1 paragraph c. (i);
|
(cc)
|
a “Preferred Depositary Receipt”:
|
a convertible
(in Dutch: ‘decertificeerbaar’) registered depositary receipt (in Dutch: ‘een certificaat) issued
for a deposited Preferred Share by the Foundation, representing the beneficial ownership of (in Dutch: ‘economische gerechtigdheid
tot’) the Preferred Share corresponding to the relevant depositary receipt;
|
(dd)
|
a “Preferred Depositor”:
|
a holder
of one or more Preferred Depositary Receipts and as such the beneficial owner of (in Dutch: ‘economisch gerechtigde tot’)
the Preferred Shares corresponding to the relevant Preferred Depositary Receipts;
|
(ee)
|
a “Preferred Share”:
|
a preferred
share in the capital of the Company; (ff) a “Preferred Shares Meeting”:
a meeting
of holders of Preferred Shares and other persons entitled to attend such meetings or the body of the Company consisting of holders
of Preferred Shares entitled to vote;
|
(gg)
|
a “Qualified Majority Resolution”:
|
a resolution
to be taken by the Meeting of Depositors (and/or by the Meeting of Ordinary Depositors and/or the Meeting of Preferred Depositors
as the case may be) in the manner as set forth in Article 13.6 (second paragraph) (and Article 14 or Article 15 as the case may
be);
a share
in the capital of the Company, unless the contrary is apparent, this shall include each Ordinary Share and each Preferred Share
in the capital of the Company;
a holder
of one or more Shares;
|
(jj)
|
a “Simple Majority Resolution”:
|
a resolution
to be taken by the Meeting of Depositors (and/or by the Meeting of Ordinary Depositors and/or the Meeting of Preferred Depositors
as the case may be) in the manner as set forth in Article 13.6 (first paragraph) (and Article 14 or Article 15 as the case may
be);
|
(kk)
|
a “Specific Class of Depositors Meeting”:
|
a Meeting
of Ordinary Depositors and/or a Meeting of Preferred Depositors, as the case may be;
|
(II)
|
a “Specific Class Meeting”:
|
an Ordinary Shares Meeting
and/or a Preferred Shares Meeting, as the case may be;
|
(mm)
|
the “VC Interim Members”:
|
has
the meaning as attributed thereto in Article 9.4;
|
(nn)
|
the “VC Interim Vacancies”:
|
has the
meaning as attributed thereto in Article 9.4;
|
(oo)
|
the “Voting Committee”:
|
the committee
entitled to give voting instructions to the Manager in respect of exercising the voting rights attached to Shares held by the Foundation
pursuant to and in accordance with the provisions of these Articles of Association.
|
1.2
|
References to Articles shall be deemed to refer to articles of these Articles of Association, unless
the contrary is apparent.
|
CHAPTER II. NAME, REGISTERED
OFFICE AND OBJECTS.
Name
and registered office.
Article
2.
|
2.1
|
The name of the Foundation is:
|
ROCCA & PARTNERS Stichting
Administratiekantoor Aandelen SAN FAUSTIN.
|
2.2
|
It shall have its registered office in
the municipality of Rotterdam, the Netherlands.
|
Objects.
Article 3.
|
3.1
|
The object of the Foundation is to custody
(and within the framework thereof to acquire) Shares in its own name for the risk and account of the Depositors, in exchange for
the issuance of Depositary Receipts, for the purposes of administration of such Shares and to exercise the rights attributable
to such Shares, such as the voting rights as well as the collecting of dividends, capital repayments and other distributions due
on account of such Shares (the “Distributions”) under the obligation to pay such Distributions immediately upon
receipt thereof to the Depositors or to have the Distributions that are due on account of such Shares being paid directly by the
Company to the Depositors, and to take all actions connected therewith, all in accordance with the Conditions of Administration.
|
|
3.2
|
The Foundation shall exercise the rights
attached to the Shares in such a way as to safeguard the interests of the Depositors taking into account the relevant laws applicable
to the Company from time to time.
|
|
3.3
|
The Foundation exceptionally may -pursuant
to and in accordance with the provisions of Article 6.2 (iii) and (iv), Article 8, Article 12.1 paragraph a. (i) and (ii), Article
12.1 paragraph c. (i) as well as Article 12.3 (ii)- grant a power of attorney to Depositors to exercise the voting rights attached
to the Shares corresponding to the Depositary Receipts held by such Depositors.
|
|
3.4
|
The object shall exclude disposal and
encumbrance of the Shares. Disposal shall not include the transfer of (the legal title to) the Shares to Depositors made upon the
conversion of the Depositary Receipts into Shares and termination of the custody and holding in administration of Shares in accordance
with the Conditions of Administration and upon the dissolution and liquidation of the Foundation.
|
|
3.5
|
Administration of the Shares, exercising
the rights attached thereto and any other activities related thereto shall be conducted duly observing the applicable Conditions
of Administration.
|
CHAPTER Ill. FINANCE REPORTING.
Finance Reporting.
Article 4.
|
4.1
|
The funds of the Foundation shall consist
of contributions made by the Depositors to the Foundation to reimburse it for its expenses, including but not limited to the Management
Fee, as well as any amounts received by the Foundation from other sources, such as the contributions or payments that the lncorporator
will make to cover the expenses of the Foundation until there will be an inflow of contributions by the Depositors.
|
|
4.2
|
The financial year of the Foundation shall
be the calendar year.
|
|
4.3
|
The Manager shall administer the financial
position of the Foundation and all activities associated with the Foundation, in such a way as required by these activities and
shall keep the books, documents and other exponents of data belonging thereto in such a way that its rights and obligations may
be established at any time.
|
|
4.4
|
Each year, within six months from the
end of the financial year, the Manager shall prepare and put the balance sheet and the statement of income and expenditure of the
Foundation in writing. The balance sheet and the statement of income and expenditures of the Foundation will not include the Shares
nor any income there from for accounting purposes.
|
|
4.5
|
The Manager shall keep the documents referred
to in the Articles 4.3 and 4.4 for seven (7) years.
|
|
4.6
|
The Manager may appoint a certified accountant
(‘register-accountant) to conduct an audit of the balance sheet and the statement of income and expenditure, to report
and issue an opinion in this respect.
|
CHAPTER IV. THE MANAGER.
The
Manager.
Article 5.
|
5.1
|
The Board shall only consist of one (1)
member, being the Manager.
|
|
5.2
|
The Manager is appointed -for a limited
or unlimited period of time- by the Meeting of Ordinary Depositors.
|
The Manager
may be dismissed by the Meeting of Ordinary Depositors at any time.
The resolutions of the Meeting
of Ordinary Depositors to appoint or dismiss the Manager (or to ratify the appointment of the interim-Manager as referred to in
Article 5.4) are taken by a Simple Majority Resolution.
|
5.3
|
The Manager ceases to hold office:
|
|
(a)
|
upon the expiry of the period for which
he was appointed;
|
|
(b)
|
upon his voluntary resignation;
|
|
(c)
|
upon his dismissal by the Meeting of Ordinary
Depositors;
|
|
(d)
|
upon his removal from office by the court
in cases provided for by law;
|
|
(f)
|
upon his being declared bankrupt, applying
for a suspension of payments or petitioning for application of the debt restructuring provision referred to in the Dutch Bankruptcy
Act.
|
|
5.4
|
In case the Manager ceases to hold office
and the Meeting of Ordinary Depositors has not appointed a new Manager instead of the Manager ceasing to hold office at the time
of his resignation, the Voting Committee shall be entitled to appoint an interim-Manager with the same powers and duties as the
Manager, which interim-Manager will be in office until the moment of appointment of a new Manager by the Meeting of Ordinary Depositors.
|
The Meeting
of Ordinary Depositors shall appoint a new Manager or ratify the appointment of the interim-Manager made by the Voting Committee
at the earliest opportunity. In case the Meeting of Ordinary Depositors ratifies the appointment of the interim-Manager made by
the Voting Committee, the interim-Manager shall remain in office with the understanding that as of the date of such ratification
the interim-Manager shall be the Manager.
The provisions
of this Article 5 and the provisions of Articles 6, 7 and 8 as well as all other relevant provisions of these Articles of Association
in respect of the Manager, shall -as much as possible- equally apply to the interim-Manager.
|
5.5
|
The Manager shall be entitled to a remuneration
for its services performed as sole member of the Board (the “Management Fee”).
|
Duties
and powers of the Manager.
Article
6.
|
6.1
|
The Manager shall be entrusted with the management of the Foundation.
|
|
6.2
|
The Manager shall -in accordance with the provisions of these Articles of Association and the Conditions
of Administration- for the exercise of the voting rights attached to the Shares which are held by the Foundation:
|
|
(i)
|
attend the General Meetings of Shareholders and Specific Class Meetings
|
and exercise
(or abstain from the exercise of) the voting rights in such meetings in accordance with the voting instructions given by the Voting
Committee in the Instruction Notice, which voting instructions in their turn are to be determined by the Voting Committee itself
or by the relevant Specific Class of Depositors Meeting, as the case may be,
pursuant
to and in accordance with the provisions of Article 12 (and more specifically the provisions of Article 12.1 and 12.3 (i));
|
(ii)
|
grant a power of attorney-pursuant to and in accordance with the Instruction Notice given
by the Voting Committee- to a person nominated by the Voting Committee (the Nominated Person Proxy, as defined hereafter
in Article 12.2 last paragraph), on the basis of the provisions of Article 7.2 and Article 12.2 last paragraph;
|
|
(iii)
|
grant a power of attorney-pursuant to and in accordance with the Instruction Notice given
by the Voting Committee- to each of the relevant Depositors to exercise all or some of the voting rights attached to the
Shares corresponding to the Depositary Receipts held by such Depositor in respect of Other Company Matters (the Other
Company Matters Proxy, as defined hereafter in Article 12.1 paragraph c.(i)), on the basis of the provisions of Article 12.1
paragraph c.(i) and Article 8.1; or
|
|
(iv)
|
grant a power of attorney to each Ordinary Depositor to exercise all or some of the
voting rights attached to the Ordinary Shares corresponding to the Ordinary Depository Receipts held by such Ordinary Depositor,
|
in respect
of any Ordinary Company Matter for which the Voting Committee has not granted any voting instructions by means of the Instruction
Notice to the Manager in time (No Instruction for Ordinary Company Matters Proxy as defined hereafter in Article 12.3 (ii)),
on the basis of the provisions of Article 12.1 paragraph a., Article 12.3 (ii) and Article 8.2.
|
6.3
|
Prior to the exercise of the voting rights attached to the Shares which are held by the Foundation
in a General Meeting of Shareholders and in a Specific Class Meeting, the Manager shall obtain voting instructions from the Voting
Committee on such exercise to be determined and given by the Voting Committee to the Manager in accordance with the provisions
of Article 12.
|
|
6.4
|
If a resolution of the General Meeting of Shareholders or a Specific Class Meeting is to be taken
outside a (formal) meeting, whether or not in writing, the Manager shall obtain voting instructions from the Voting Committee in
respect of the exercise of the voting rights attached to the Shares which are held by the Foundation to be determined and given
by the Voting Committee to the Manager in accordance with the provisions of Article 12, prior to taking or signing such resolution
on behalf of the Foundation.
|
Representation and delegation
by the Manager.
Article 7.
|
7.1
|
The Foundation shall be represented by
the Manager.
|
|
7.2
|
The Manager shall grant special power
of attorney to a person nominated by the Voting Committee (the Nominated Person Proxy, as defined hereafter) to represent
the Foundation in the General Meeting of Shareholders or in a Specific Class Meeting, if and when the Voting Committee instructs
the Manager to grant such power of attorney, such in accordance with the provisions of Article 12.2 last paragraph and the provisions
of the Conditions of Administration.
|
Power of attorney to Depositors.
Article 8.
|
8.1
|
The Manager shall grant special power
of attorney in respect of Other Company Matters to each Depositor that holds Depositary Receipts issued in exchange for Shares,
the holder whereof is entitled to vote in respect of the relevant Other Company Matter,
|
to exercise
the voting rights attached to the Shares corresponding to the Depository Receipts held by such Depositor in the General Meeting
of Shareholders or in a Specific Class Meeting for some or all of the items on the agenda of the General Meeting of Shareholders
and/or on the agenda of any Specific Class Meeting, as the case may be,
in so far as it regards Other
Company Matters and if and when the Manager is so instructed by the Voting Committee in the Instruction Notice, in accordance with
and pursuant to the provisions of Article 12.1 paragraph c.(i)
(the Other Company Matters
Proxy as defined hereafter in Article 12.1 paragraph c. (i)).
The Other Company Matters
Proxy shall be limited to the Other Company Matters detailed in the Instruction Notice only.
|
8.2
|
In addition, the Manager shall grant special
power of attorney to each Ordinary Depositor (the No Instruction for Ordinary Company Matters Proxy as defined hereafter
in Article 12.3 (ii)) to exercise voting rights attached to the Ordinary Shares corresponding to the Ordinary Depository Receipts
held by such Ordinary Depositor in the General Meeting of Shareholders (and/or in the Ordinary Shares Meeting),
|
if and
when with respect to any of the Ordinary Company Matters no voting instructions have been given (or cannot be given) to the Manager
by the Voting Committee by means of a duly executed Instruction Notice -in accordance with the provisions of these Articles of
Association- ultimately five Business Days prior to the date of the General Meeting of Shareholders (and/or the Ordinary Shares
Meeting, as the case may be).
The
No Instruction for Ordinary Company Matters Proxy shall be limited to Ordinary Company Matters only.
|
8.3
|
The Foundation shall not exercise the
voting rights attached to Shares with regard to a relevant subject matter in respect of which a power of attorney to a Depositor
has been granted.
|
A Depositor
shall be free to vote in the manner as preferred by him by and pursuant to the power of attorney granted to him in accordance with
the provisions of this Article 8. and the Foundation shall not be liable for the voting behaviour of a Depositor or the consequences
thereof.
A power
of attorney will only be granted for a certain General Meeting of Shareholders and/or a certain Specific Class Meeting, as the
case may be, and shall terminate at the closing of such meeting.
CHAPTER V. VOTING COMMITTEE.
Voting Committee members.
Article 9.
|
9.1
|
The Voting Committee shall consist of
an odd number of at least three (3) and at the maximum nine (9) members. The Voting Committee members are appointed by the Meeting
of Ordinary Depositors annually.
|
|
9.2
|
The number of members of the Voting Committee
shall be determined by the Meeting of Ordinary Depositors when annually appointing the members of the Voting Committee.
|
The resolutions
of the Meeting of Ordinary Depositors to appoint the new Voting Committee members (by means of a renewal of all Voting Committee
members as described in Article 9.3) and to determine the number of members of the Voting Committee are taken by a Simple Majority
Resolution.
|
9.3
|
Voting Committee members are appointed
for the first time by the deed of incorporation of the Foundation as executed on the seventeenth day of December two thousand and
ten, before Mr Gerard Cornelis van Eck, civil-law notary in Rotterdam, the Netherlands.
|
The renewal
(of all members) of the Voting Committee) is to be made annually by the Meeting of Ordinary Depositors during the second semester
of a financial year, each time for a one year term, which term starts to run as of the date of appointment in the relevant financial
year and shall end on the date of the appointment of the new Voting Committee members (in the succeeding financial year).
|
9.4
|
If any (interim) vacancies arise during
the (one year) term as referred to in Article
|
9.3 (the
“VC Interim Vacancies”), the (remaining members of the) Voting Committee shall -without prejudice to the provisions
of Article 9.5- appoint (interim) members of the Voting Committee (the “VC Interim Members”) at the earliest
opportunity.
A VC Interim
Member that is appointed by the Voting Committee to fill a VC Interim Vacancy shall take the seat (and continue the already running
term) of its predecessor and shall have the same authorities and duties.
An incomplete Voting Committee
shall retain its authorities.
|
9.5
|
Any member of the Voting Committee as
well as any VC Interim Member may be dismissed by means of a Qualified Majority Resolution of the Meeting of Ordinary Depositors
at any time.
|
The Meeting
of Ordinary Depositors shall be entitled by means of a Simple Majority Resolution to appoint a VC Interim Member - whether or not
at the time of dismissal - which entitlement to appoint a (new) VC Interim Member shall prevail over the entitlement of the Voting
Committee as referred to in Article 9.4. A VC Interim Member as appointed by the Meeting of Ordinary Depositors to fill a VC Interim
Vacancy shall take the seat (and continue the already running term) of its predecessor and shall have the same authorities and
duties.
|
9.6
|
The Voting Committee shall appoint one
of its members as chairperson of the Voting Committee.
|
The Voting
Committee may also, from among its members, appoint a deputy chairperson, who shall take over the duties and powers of the chairperson
the latter’s absence.
The Voting
Committee shall also appoint a secretary of the Voting Committee who may not be member of the Voting Committee, and make arrangements
for his substitution in case of absence.
|
9.7
|
The Voting Committee may establish rules
regarding its decision-making process and its working methods, in addition to the relevant provisions of these Articles of Association.
|
Voting
Committee meetings. Article 10.
|
10.1
|
A Voting Committee meeting shall be held
at least ten Business Days prior to each General Meeting of Shareholders, whether or not provided for in the Articles of Association
of the Company, and in which voting rights can be exercised which are attached to one or more Shares held in administration by
the Foundation, unless, for the relevant meeting, decision-making with regard to all proposals mentioned in the notice of that
meeting, has taken place in accordance with Article 11.6.
|
Additional
meetings of the Voting Committee shall be held as often as a Voting Committee member, the Manager and/or the Ordinary Depositors
jointly representing at least one-twentieth of the aggregate nominal value of the Ordinary Depositary Receipts issued,
deems/deem
such necessary for the giving of voting instructions by the Voting Committee in respect of the exercise of the voting rights attached
to the Shares held by the Foundation, such in accordance with and with view to the provisions of Article 12.
|
10.2
|
Voting Committee meetings shall be convened
by:
|
|
-
|
the chairperson of the Voting Committee,
|
|
-
|
the secretary of the Voting Committee,
in consultation with the chairperson of the Voting Committee; or
|
|
-
|
two or more (other) Voting Committee members.
|
If the
chairperson, the secretary or two or more (other) Voting Committee members have not convened a meeting within five Business Days
after a request has been made thereto to the Voting Committee by any of the parties as referred to in the second paragraph of Article
10.1, the parties who made the request shall be authorized to convene a meeting themselves.
|
10.3
|
Notice of a Voting Committee meeting shall
be given in writing, no later than on the fifth Business Day prior to the day of the meeting.
|
In urgent
cases, however, at the discretion of the Voting Committee members or other persons as referred to in Articles 10.1 (second paragraph)
and 10.2 convening the meeting, notice to convene a meeting may be given within a shorter period, but not later than twenty-four
hours before the relevant meeting.
|
10.4
|
The notice of the meeting shall specify
the subjects to be discussed. Subjects which were not specified in such notice may be announced at a later date, with due observance
of the provisions of this Article 10.
|
|
10.5
|
Voting Committee meetings are held at
a place to be determined by the chairperson of the Voting Committee. However, if a meeting is called by two or more other Voting
Committee members or any of the persons referred to in Articles 10.1 (second paragraph) and 10.2, the place of the meeting shall
be determined by them.
|
|
10.6
|
A Voting Committee member may be represented
at a meeting by another Voting Committee member authorized in writing. A Voting Committee member may not represent more than one
other Voting Committee member at a meeting. The Voting Committee members present at the meeting may decide on admittance of other
persons to the meeting, by majority of votes.
|
|
10.7
|
The Voting Committee meetings shall be
presided over by the chairperson of the Voting Committee or his deputy. In their absence, the chairperson of the meeting shall
be appointed by the Voting Committee members present at the meeting, by majority of votes. The chairperson of the meeting shall
appoint a secretary for the meeting.
|
|
10.8
|
The secretary of the meeting shall take
minutes of the proceedings at the meeting. Evidencing the adoption, the minutes shall be signed by the chairperson and the secretary
of the meeting at which they are adopted and by two other members of the Voting Committee attending the meeting (if any).
|
Voting
Committee. Decision-making Process.
Article
11.
|
11.1
|
When making Voting Committee resolutions,
each member may cast one vote.
|
|
11.2
|
To the extent that, for the adoption of
a resolution, the law or these Articles of Association or the Conditions of Administration do not require a higher majority and/or
quorum, all resolutions of the Voting Committee shall be adopted by a simple majority of votes, representing a majority of all
members of the Voting Committee then in office.
|
|
11.3
|
If there is a tie in voting, the proposal
is thus rejected.
|
|
11.4
|
Meetings of the Voting Committee may be
held by means of an assembly of its members in person at a formal meeting or by conference call, video conference or by any other
means of communication, provided that all members of the Voting Committee participating in such meeting are able to communicate
with each other simultaneously. Participation in a meeting held in any of the above ways shall constitute presence at such meeting.
|
|
11.5
|
If the formalities for convening and holding
of Voting Committee meetings, as prescribed by these Articles of Association, have not been complied with, valid resolutions of
the Voting Committee may only be adopted in a meeting, if in such meeting all Voting Committee members then in office are present
or represented and none of the Voting Committee members then opposes to adopting resolutions.
|
|
11.6
|
Voting Committee resolutions may also
be adopted in a manner other than at a meeting, in writing or otherwise, provided the proposal concerned is submitted to all members
and none of them objects to the relevant manner of adopting resolutions. A report shall be prepared by the secretary of the Voting
Committee on a resolution adopted other than at a meeting which is not adopted in writing, and such report shall be signed by the
chairman and the secretary of the Voting Committee and at least two other members of the Voting Committee. Adoption of resolutions
in writing shall be effected by written statements from all Voting Committee members in office.
|
Voting
Committee. Voting instructions to the Manager. Article 12.
|
12.1
|
The voting instructions to be given by
the Voting Committee to the Manager for the exercise of the voting rights attached to the Shares shall be determined by the Voting
Committee as follows:
|
|
a.
|
pursuant to and in accordance with a resolution of the Voting Committee:
|
|
(i)
|
taken with a two/thirds (2/3) majority of votes, representing a two/thirds (2/3) majority of all
members of the Voting Committee then in office, in respect of the following matters (these matters jointly also referred to as
the “Ordinary Company Matters 1”):
|
|
-
|
to appoint, suspend and/or dismiss members
of the board of directors of the Company;
|
if said
majority and/or quorum is not reached in the Voting Committee for any such Ordinary Company Matter(s) 1, each Ordinary Depositor
shall be entitled to cast the votes corresponding to the Ordinary Share for which his Ordinary Depositary Receipt has been issued,
in the General Meeting of Shareholders directly;
for that
purpose, the Manager shall grant a power of attorney (the No Instruction for Ordinary Company Matters Proxy as defined hereafter
in Article 12.3 sub (ii)) in accordance with the provisions of Article 12.3 sub (ii);
|
(ii)
|
taken with a simple majority of votes, representing a majority of all members of the Voting Committee
then in office, in respect of the following matters (these matters jointly also referred to as the “Ordinary Company Matters
2”):
|
|
(a)
|
to approve the financial statements of
the Company;
|
|
(b)
|
to approve profit allocations and dividend
distributions as well as other Distributions of the Company;
|
|
(c)
|
to grant discharge to the members of the
board of directors of the Company for the management and duties performed;
|
|
(d)
|
to authorize to acquire Shares by the
Company, up to ten per cent (10%) of the Company’s outstanding capital;
|
|
(e)
|
to cancel Shares held by the Company and
any related reduction of capital;
|
if said
majority and/or quorum is not reached in the Voting Committee for any such Ordinary Company Matter 2, the relevant Ordinary Company
Matter(s) 2 shall subsequently be subject to a Simple Majority Resolution of the Meeting of Ordinary Depositors; if the majority
and/or quorum as required for the Simple Majority Resolution is not reached in the Meeting of Ordinary Depositors, each Ordinary
Depositor shall be entitled to cast the votes corresponding to the Ordinary Share for which his Ordinary Depositary Receipt has
been issued,
in the General Meeting of Shareholders
directly;
for that
purpose, the Manager shall grant a power of attorney (the No Instruction for Ordinary Company Matters Proxy as defined hereafter
in Article 12.3 sub (ii)) in accordance with the provisions of Article 12.3 sub (ii);
(the “Ordinary
Company Matters 1” and the “Ordinary Company Matters 2” jointly also referred to as the “Ordinary
Company Matters”);
|
b.
|
pursuant to and in accordance with:
|
|
(i)
|
a Qualified Majority Resolution of the Meeting of Depositors, in so far the Depositors are holding
Depositary Receipts issued in exchange for Shares, the holders whereof are entitled to vote in respect of the relevant matter in
the General Meeting of Shareholders of the Company, and/or
|
|
(ii)
|
a Qualified Majority Resolution or Qualified Majority Resolutions of separate
Specific Class of Depositors Meeting(s), in so far Depositors are holding separate class or classes of Depositary Receipts issued
for the corresponding (respective) class(es) of Shares, the holders whereof are entitled to vote in respect of the relevant matter
in the relevant Specific Class Meeting(s), as the case may be, in respect of the following matters:
|
|
(x)
|
any amendment to the articles of association of the Company;
and (y) any resolution that may affect the rights of the Shareholders and requires a resolution of the General Meeting of Shareholders,
a resolution of a Specific Class Meeting and/or resolutions of the Ordinary Shares Meeting as well as the Preferred Shares Meeting
pursuant to or on the basis of the articles of association of the Company;
|
if the
majority and/or quorum as required for the Qualified Majority Resolution is not reached, the proposal is deemed to be rejected
by the relevant meeting;
|
c.
|
in respect of all other matters, which are not included in a. and b. above (hereinafter also referred
to as: the “Other Company Matters”):
|
|
(i)
|
unless the provision below under c. (ii) applies,
|
pursuant
to and in accordance with a resolution of the Voting Committee, taken with a simple majority of votes, representing a majority
of all members of the Voting Committee in office;
if said
majority and/or quorum is not reached, the proposal is deemed to be rejected and no Other Company Matters Proxy (as referred to
below in this paragraph (i)) can be granted;
said resolution
of the Voting Committee can -instead of or next to voting instructions to the Manager in respect of some of the Other Company Matters-
include the instruction to the Manager
to grant
a general or specific power of attorney to Depositors -that are holding Depositary Receipts issued in exchange for Shares, the
holders whereof are entitled to vote in respect of the relevant Other Company Matter-
to exercise
all or some of the voting rights attached to the Shares corresponding to the Depositary Receipts held by such Depositor in respect
of (some or all of the relevant) Other Company Matters (the “Other Company Matters Proxy”);
the provisions
of Articles 8.1 and 8.3, apply to the Other Company Matters Proxy;
|
(ii)
|
if any two members of the Voting Committee request to the Voting Committee, that the relevant Other
Company Matter is submitted to a resolution of the Meeting of Depositors:
|
|
-
|
pursuant to and in accordance with a Simple
Majority Resolution of the Meeting of Depositors;
|
if the
majority and/or quorum as required for the Simple Majority Resolution is not reached, the proposal is deemed to be rejected.
|
12.2
|
The Voting Committee shall give instructions
to the Manager in respect of the exercise of the voting rights on Shares ultimately five Business Days prior to the relevant General
Meeting of Shareholders or Specific Class Meeting where voting rights on Shares can be exercised, by means of an Instruction Notice
signed by the chairperson, the secretary and two other members (if any) of the Voting Committee.
|
The Instruction
Notice shall be drawn up pursuant to and in accordance with the resolutions taken or rejected by the Voting Committee or the Meeting
of Depositors (of the relevant class), as the case may be, in the way as provided for in Article 12.1.
An Instruction
Notice may also include the instruction to the Manager to grant a power of attorney to a person nominated by the Voting Committee
to attend the General Meeting of Shareholders and/or a Specific Class Meeting and to exercise the voting rights on the relevant
Shares in such meeting; such power of attorney may be split (and granted to different nominated persons) for different items to
be voted on in the relevant meeting(s) (the “Nominated Person Proxy”).
|
12.3
|
In respect of any matter where no voting
instructions (nor proxy granting instructions) are given (or cannot be given) to the Manager by the Voting Committee in time, by
means of a duly executed Instruction Notice (whether or not including the instruction to grant a Nominated Person Proxy and/or
an Other Company Matters Proxy), in accordance with the provisions of these Articles of Association, the Manager shall:
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|
(i)
|
abstain from exercising any voting rights
on behalf of the Foundation in respect of the relevant matter, except in so far as it regards an Ordinary Company Matter, in which
case paragraph (ii) of this Article 12.3 applies; or
|
|
(ii)
|
grant a power of attorney on behalf of
the Foundation to each Ordinary Depositor to exercise the voting rights attached to the Ordinary Shares corresponding to the Ordinary
Depository Receipts held by such Ordinary Depositor,
|
in respect of any Ordinary
Company Matter,
the contents
of which power of attorney shall be limited to the exercise of voting rights in respect of the relevant Ordinary Company Matter
only (the “No Instruction for Ordinary Company Matters Proxy”); the provisions of Articles 8.2 and 8.3 apply
to the No Instruction for Ordinary Company Matters Proxy.
CHAPTER VI. MEETINGS OF
DEPOSITORS.
Meetings
of Depositors. Article 13.
|
13.1
|
Meetings of Depositors shall be held if
pursuant to (i) these Articles of Association or (ii) the Conditions of Administration, a resolution of the Meeting of Depositors
is required, and in addition whenever the Manager deems such necessary. Moreover, the Manager shall convene a Meeting of Depositors,
stating the reasons therefore, at the written request of Depositors, representing in the aggregate at least one-twentieth of the
aggregate nominal value of the Depositary Receipts issued.
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If the
Manager has not called a meeting within fourteen Business Days after such request, the Depositors who made the request shall be
authorized to convene a meeting themselves.
|
13.2
|
Notice of Meetings of Depositors shall
be given in writing, no later than five Business Days prior to the day of the meeting, and shall specify the topics to be dealt
with.
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Any notice
will include a convocation for a first meeting and a convocation for a second meeting, if there is no quorum for the first meeting,
to be held three Business Days after the first meeting.
If notice
has not been given in writing, if the topics to be dealt with have not been specified in the notice, if the (first) meeting is
convened with shorter notice than five Business Days or if other convocation formalities have not been complied with,
Depositors
may nevertheless adopt valid resolutions, provided that all Depositors are present or represented at the meeting, none of the Depositors
objects to the adoption of such resolutions, and the Manager as well as the secretary of the Voting Committee were informed of
the holding of the meeting.
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13.3
|
Meetings of Depositors shall be held in
the municipality in which the Foundation, according to these Articles of Association, has its registered office, as well as in
Amsterdam, Luxembourg (Luxembourg), Lugano (Switzerland) or Montevideo (Uruguay) or other place that the Manager deems appropriate.
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|
13.4
|
Each Depositor -either personally or by
attorney-, the chairperson of the meeting, the Manager as well as those who are expressly admitted by the Depositors at a meeting
shall be entitled to attend such Meeting of Depositors.
|
A Depositor
may be represented at a meeting by any other Depositor or by any other person authorized in writing for that purpose, who shall
in that case be admitted to the meeting.
|
13.5
|
Each Depositor shall have one vote per
Depository Receipt held by him for each corresponding Share deposited under the Conditions of Administration.
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|
13.6
|
Unless these Articles of Association or
the Conditions of Administration provide otherwise, resolutions can be validly taken in Meetings of Depositors as follows:
|
|
-
|
if it regards a first Meeting of Depositors as referred to in Article 13.2, resolutions
can be taken if a quorum of a majority of the Depositary Receipts that have been issued is present or represented at such meeting,
with a simple majority of the votes cast in such meeting;
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|
-
|
if it regards a second Meeting
of Depositors as referred to in Article 13.2, which is to be held within three Business Days after the first meeting if the quorum
requirement for the first meeting has not been met, resolutions can be taken if a quorum of one third (1/3) of the Depositary Receipts
that have been issued is present or represented at such meeting, with a simple majority of the votes cast in such meeting;
|
the resolution taken (or to
be taken) by the Meeting of Depositors in the manner as set forth above, hereinafter referred to as: a “Simple Majority
Resolution”. In addition, certain resolutions as specifically described in these Articles of Association or the Conditions
of Administration require a resolution taken with a qualified majority to be validly taken in Meetings of Depositors as follows:
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-
|
if it regards a first Meeting of Depositors
as referred to in Article 13.2, such resolutions can be taken if a quorum of a majority of the Depositary Receipts that have been
issued is present or represented at such meeting, with a two/thirds (2/3) majority of the votes cast;
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|
-
|
if it regards a second Meeting of Depositors
as referred to in Article 13.2, which is to be held within three Business Days after the first meeting if the quorum requirement
for the first meeting has not been met, such resolutions can be taken if a quorum of one third (1/3) of the Depositary Receipts
that have been issued is present or represented at such meeting, with a two/thirds (2/3) majority of the votes cast;
|
the resolution
taken (or to be taken) by the Meeting of Depositors in the manner as set forth above, hereinafter referred to as: the “Qualified
Majority Resolution”.
Abstentions and invalid votes
shall not be counted as votes cast.
|
13.7
|
All votes shall be taken orally, unless
one of the Depositors present at the meeting requires a vote by ballot, in which case voting shall take place by means of unsigned
ballot papers.
|
|
13.8
|
The meetings shall be presided over by
a chairperson to be elected by the meeting.
|
|
13.9
|
The business transacted at a meeting shall
be recorded in minutes by a person designated for that purpose by the chairperson of the meeting. The minutes shall be adopted
either at that meeting or at the next meeting and shall, as evidence thereof, be signed by the chairperson and the person who took
such minutes.
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|
13.10
|
The Depositors may also adopt resolutions
in a manner other than at a meeting thereof, provided that the Manager was informed and all Depositors are given the opportunity
to cast their votes and that all of them have declared in writing that they do not object to the manner of adopting resolutions.
|
A resolution
shall then be adopted if the required majority of the votes are cast in favour of the proposal.
|
13.11
|
The Manager shall prepare a report of
a resolution adopted without holding a meeting and shall attach such report to the minutes.
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Meetings of Ordinary Depositors.
Article 14.
The provisions
of Article 13 of these Articles of Association with respect to Meetings of Depositors shall apply by analogy to Meetings of Ordinary
Depositors, with the understanding that the terms “Depositary Receipt” and “Depositor” should
be read as “Ordinary Depositary Receipt” and “Ordinary Depositor”, as the case may be, and
that the terms “Simple Majority Resolution” and “Qualified Majority Resolution” have the
same meaning in respect of resolutions (to be) taken by the Meeting of Ordinary Depositors as in respect of resolutions (to be)
taken by the Meeting of Depositors.
Meetings
of Preferred Depositors. Article 15.
The provisions
of Article 13 of these Articles of Association with respect to Meetings of Depositors shall apply by analogy to Meetings of Preferred
Depositors, with the understanding that the terms “Depositary Receipt” and “Depositor” should
be read as “Preferred Depositary Receipt” and “Preferred Depositor”, as the case may be,
and that the terms “Simple Majority Resolution” and “Qualified Majority Resolution” have
the same meaning in respect of resolutions (to be) taken by the Meeting of Preferred Depositors as in respect of resolutions (to
be) taken by the Meeting of Depositors.
CHAPTER VII. CONDITIONS
OF ADMINISTRATION.
Conditions of Administration.
Article 16.
|
16.1
|
The Foundation shall establish the Conditions
of Administration, by having the Manager executing the Conditions of Administration annexed as exhibit 1 to the deed of incorporation
of the Foundation (as referred to in Article 9.3 of these Articles of Association, with its signature and capacity as Manager of
the Foundation certified by a notary.
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|
16.2
|
The Conditions of Administration may be
amended pursuant to a Qualified Majority Resolution of the Meeting of Depositors. The provisions of Article 17.2 of these Articles
of Association shall apply by analogy to a resolution of the Meeting of Depositors to amend the Conditions of Administration. The
Conditions of Administration may include further regulations with respect to (the effectuation of) amendments thereof.
|
CHAPTER VIII. AMENDMENT
TO THE ARTICLES OF ASSOCIATION AND DISSOLUTION.
Article 17.
|
17.1
|
The Manager shall be authorized to amend these Articles of Association pursuant to a Qualified
Majority Resolution to that effect of the Meeting of the Depositors.
|
|
17.2
|
A copy of the proposal, containing the verbatim text of the proposed amendment, shall be attached
to the notice of the meeting in which an amendment of the Articles of Association is to be discussed.
|
|
17.3
|
An amendment of these Articles of Association shall be laid down in a notarial deed. The Manager
shall be authorized to execute such deed.
|
Dissolution
and Liquidation. Article 18.
|
18.1
|
The Foundation may be dissolved pursuant to a Qualified Majority Resolution to that effect of the
Meeting of the Depositors.
|
If there
are no Depositors, the Foundation may be dissolved pursuant to a resolution to that effect by the Manager.
|
18.2
|
The resolution to dissolve the Foundation shall determine how the balance of the remaining funds
is to be used, which funds may be transmitted to a charitable institution.
|
|
18.3
|
The Manager shall become the liquidator of the dissolved Foundation’s property unless the
Meeting of Depositors appoints one or more (other) liquidators (next to or instead of the Manager).
|
|
18.4
|
During liquidation, the provisions of these Articles of Association shall remain in force to the
extent possible.
|
|
18.5
|
After the dissolution, the Shares held by the Foundation shall be transferred to the Depositors
and the Depositary Receipts issued therefore shall be cancelled.
|
|
18.6
|
After completion of the liquidation, the books and records of the dissolved Foundation shall remain
in the custody of the person to be designated for the purpose by the liquidators, for the period prescribed by law.
|
|
18.7
|
In addition, the liquidation shall be subject to the relevant provisions of Book 2, Title 1 of
the Dutch Civil Code.
|
Final Provisions.
Finally, the person appearing
has declared:
|
(i)
|
The current financial year of the Foundation
which started to run on the first day of July two thousand and sixteen shall end on the thirty-first day of December two thousand
and seventeen.
|
|
(ii)
|
At the time the foregoing amendment of
the Articles of Association takes effect, the Voting Committee members that have been appointed - in accordance with the provisions
of Article 9.3 that were in force prior to the subject amendment to these Articles of Association becoming effective - during the
first semester of two thousand sixteen, shall remain in office until the date of the appointment of the new Voting Committee members
to be made in the second semester of two thousand seventeen.
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Exhibit B
INTEGRAL AMENDMENT
TO CONDITIONS OF ADMINISTRATION (ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN)
CONDITIONS OF ADMINISTRATION:
Definitions.
Article 1.
In these Conditions of Administration the
following words shall have the following meanings:
1.1
|
(a)
|
the “Administration Costs”:
|
has the meaning
as attributed thereto in Article 4;
the board of
the Foundation consisting of one member (the Manager);
any day on which banks are usually
open for business in Uruguay, Italy as well as Luxembourg, excluding Saturdays, Sundays and public holidays in any of these countries;
San Faustin S.A., a limited
liability company under the laws of Luxembourg (‘Société Anonyme’), having its registered office
at Luxembourg, Grand Duchy of Luxembourg and its office address at 3B, Boulevard Prince Henri, L - 1724 Luxembourg, Grand Duchy
of Luxembourg, registered with the Registre de Commerce et des Sociétés under number B158593;
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(e)
|
the “Conditions of Administration”:
|
the terms
and conditions of the Foundation for the custody and holding in administration (in Dutch: ‘in administratie’) of Shares,
in exchange for the issuance of Depositary Receipts, established in accordance with Article 16 of the Articles of Association of
the Foundation, as they will read from time to time;
|
(f)
|
a “Depositary Receipt”:
|
a convertible
(in Dutch: ‘decertificeerbaar’) registered depositary receipt (in Dutch: ‘een certificaat’) issued
by the Foundation for a deposited Share, representing the beneficial ownership of (in Dutch: ‘economische gerechtigdheid
tot’) the Share corresponding to the relevant depositary receipt;
unless the
contrary is apparent, this shall include each Ordinary Depositary Receipt and each Preferred Depositary Receipt;
a holder of one or more Depositary
Receipts, and as such the beneficial owner of (in Dutch: ‘economisch gerechtigde tot’) the Shares corresponding
to the relevant Depositary Receipts;
unless the contrary is apparent,
this shall include each Ordinary Depositor and each Preferred Depositor;
has the meaning as attributed thereto
in Article 3.1 of the Articles of Association of the Foundation;
ROCCA & PARTNERS Stichting
Administratiekantoor Aandelen SAN FAUSTIN, a foundation under the laws of the Netherlands, having its registered office in
the municipality of Rotterdam, the Netherlands, and its office address at 3072 AP Rotterdam, the Netherlands, Wilhelminakade 91,
Maastoren, registered with the Dutch trade register under number 51500434;
Rocca & Partners S.A.,
a company under the laws of the British Virgin Islands, having its registered office in Road Town, Tortola, British Virgin Islands
and its office address at Vanterpool Plaza 1, Tortola, British Virgin Islands and registered in the companies register of the British
Virgin Islands under number 435.473;
by letter,
by telecopier, by e-mail or by message which is transmitted via any current means of communication and which can be received in
writing, provided that the identity of the sender can be sufficiently established;
|
(l)
|
the “Management Fee”:
|
has the meaning
as attributed thereto in Article 5.5 of the Articles of Association of the Foundation;
the sole member of the Board;
|
(n)
|
the “No Instruction for Ordinary Company Matters Proxy”:
|
has the meaning
as attributed thereto in Article 12.3 (ii) of the Articles of Association of the Foundation;
|
(o)
|
the “Nominated Person Proxy”:
|
has the meaning
as attributed thereto in Article 12.2 of the Articles of Association of the Foundation;
|
(p)
|
an “Ordinary Depositary Receipt”:
|
a convertible
(in Dutch: “decertificeerbaar”) registered depositary receipt (in Dutch: “een certificaa”) issued
for a deposited Ordinary Share by the Foundation, representing the beneficial ownership of (in Dutch: “economische gerechtigdheid
tot”) the Ordinary Share corresponding to the relevant depositary receipt;
|
(q)
|
an “Ordinary Depositor”:
|
a holder of
one or more Ordinary Depositary Receipts and as such the beneficial owner of (in Dutch: “economisch gerechtigde tot”)
the Ordinary Shares corresponding to the relevant Ordinary Depositary Receipts;
an ordinary share in the capital
of the Company;
|
(s)
|
the “Other Company Matters Proxy”:
|
has the meaning as attributed thereto
in Article 12.1 paragraph c. (i) of the Articles of Association of the Foundation;
|
(t)
|
a “Preferred Depositary Receipt”:
|
a convertible (in Dutch: “decertificeerbaar”)
registered depositary receipt (in Dutch “een certificaat”) issued for a deposited Preferred Share by the
Foundation, representing the beneficial ownership of (in Dutch: “economische gerechtigdheid tot”) the Preferred
Share corresponding to the relevant depositary receipt;
|
(u)
|
a “Preferred Depositor”:
|
a holder of one or more Preferred
Depositary Receipts, and as such the beneficial owner of (in Dutch: “economisch gerechtigde tot”) the Preferred
Shares corresponding to the relevant Preferred Depositary Receipts;
a preferred share in the capital
of the Company;
a share in the capital of the Company,
unless the contrary is apparent, this shall include each Ordinary Share and each Preferred Share in the capital of the Company;
a holder
of one or more Shares;
|
(y)
|
the “Voting Committee”:
|
the committee entitled to give
voting instructions to the Manager in respect of exercising the voting rights attached to Shares held by the Foundation pursuant
to and in accordance with the provisions of these Articles of Association.
|
1.2
|
References to Articles shall be deemed to refer to articles of these Conditions of Administration,
unless the contrary is apparent.
|
Deposit of Shares;
Depositary Receipts.
Article 2.
|
2.1
|
The Foundation shall receive in deposit Shares from the Depositors, who will transfer such Shares
to the Foundation that will issue Depositary Receipts to the Depositors for such Shares.
|
|
2.2
|
To be a Depositor under these Conditions of Administration a Shareholder must be included in the
list attached as Annex 1 or be accepted as Depositor by the Voting Committee.
|
|
2.3
|
It shall be at the sole discretion of the Voting Committee, by resolution taken with a majority
representing two thirds of all members of the Voting Committee then in office, to accept offers of Shares in deposit under these
Conditions of Administration made to the Foundation by parties which are not yet Depositors. A resolution of the Voting Committee
to refuse any such offer does not have to be motivated.
|
If, however,
parties which are already a Depositor offer Shares to be deposited under the present Conditions of Administration, the Foundation
shall not require the approval from the Voting Committee to do so.
|
2.4
|
The Foundation may receive in deposit fully paid Shares only.
|
|
2.5
|
The transfer of the Shares by the Depositor to the Foundation for the purposes of the holding in
administration of these shares by the Foundation shall be effected by means of a (private or notarial) transfer deed in accordance
with the laws to which the Company is subject, which transfer deed shall include the acknowledgement and acceptance by the Depositor
of these Conditions of Administration.
|
|
2.6
|
Deposited Shares shall be recorded (formally) under the name of the Foundation in the Share Register
of the Company.
|
|
2.7
|
All Depositary Receipts are to be registered.
|
|
2.8
|
Certificates of Depositary Receipts shall not be issued.
|
Register of Depositors.
Article 3.
|
3.1
|
The Manager shall keep a register in which the names and addresses of all Depositors shall be registered.
|
|
3.2
|
The register shall be kept up-to-date regularly. Depositors shall inform the Foundation of their
addresses.
|
|
3.3
|
At the request of a Depositor, the Manager shall issue, free of charge, an extract from the register.
|
|
3.4
|
The Manager shall make the register available at the office of the Foundation for inspection by
the Depositors, members of the Voting Committee and the Company.
|
|
3.5
|
The Manager shall issue to the Company, free of charge, a list of all Depositors, their holdings
of Depositary Receipts and their addresses and the Company will treat that list with the same degree of confidentiality that it
applies to its own Share register.
|
Administration costs. Article 4.
The Depositors shall
pay the Foundation an administration contribution to cover the costs and expenses incurred by the Foundation, including but not
limited to the Management Fee, for the administration of the Shares (the “Administration Costs”). The Administration
Costs shall be borne by the Depositors on a pro rata basis of their holdings of deposited Depositary Receipts.
The Depositors shall
each irrevocably authorize the Foundation to instruct the Company to deduct the Administration Costs from any dividend or other
Distribution, so that each Depositor will receive dividends and/or other Distributions net of its quota from the Administration
Costs.
Transfer of Depositary Receipts.
Article 5.
|
5.1
|
Depositary Receipts are freely transferable. The transfer of a Depositary Receipt implies (i) the
transfer of the beneficial ownership of the Share corresponding to the Depositary Receipt that is subject to the transfer from
the transferor to the transferee and requires (ii) the assignment of all rights and obligations under the Conditions of Administration
of the Depositor as transferor in favour of the transferee.
|
|
5.2
|
The assignment and transfer of a Depositary Receipt shall require a private deed to that effect
and notification thereof to the Foundation by either the transferor or the transferee. The foregoing sentence applies by analogy
to the vesting of a right of pledge or usufruct on the Depositary Receipts.
|
|
5.3
|
To record the transfer of a Depositary Receipt, the Foundation will require identity documents
of the transferee, deposit of specimen signatures, confirmation of the addresses of the transferee and transfer instructions for
any payment to be made by the Company to the Depositor. Additionally, an electronic mail address will be requested.
|
|
5.4
|
The Manager shall notify the Company of any transfer of Depositary Receipts and/or the vesting
of a right of pledge or usufruct thereon.
|
Dividends and other Distributions.
Article 6.
|
6.1
|
The Foundation shall instruct the Company to pay all dividends or other Distributions on the Shares
it holds in administration directly to the Depositors (net of its quota of any Administration Costs due by the Depositors to the
Foundation as referred to in Article 4).
|
|
6.2
|
In the event the Company issues bonus Shares or stock dividends to the Foundation, the new Shares
will be automatically deposited under the present conditions and the Foundation shall issue Depositary Receipts accordingly, to
the parties entitled thereto.
|
|
6.3
|
In the event the Company makes Distributions either in cash or in other valuables, at the option
of each shareholder the Foundation shall, as soon as possible, give written notice thereof to the parties entitled to such Distributions,
and such parties shall inform the Foundation of their preference not later than five Business Days prior to the last day on which
the Foundation must give notice of the preference.
|
|
6.4
|
In the event of the Company’s liquidation, final distributions on Shares held in administration
shall be paid directly to the Depositors and the Foundation will cancel the Depositary Receipts.
|
Issue of Shares; Shares on Offer.
Article 7.
|
7.1
|
lf, upon issuance of Shares, Shareholders have pre-emptive rights, the Foundation shall, within
one week of the announcement of the issue, give written notice thereof to the Depositors, in order to enable them to exercise corresponding
pre-emptive rights on Depositary Receipts no later than on the fourth day prior the day on which the Foundation must have exercised
the pre-emptive rights on the Shares.
|
|
7.2
|
Insofar as Depositors have indicated on time and in writing their intention to have the pre-emptive
exercised as mentioned in Article 7.1, the Foundation shall exercise the pre-emptive rights on the Shares.
|
|
7.3
|
lf and insofar the Foundation has been requested by a Depositor to exercise the pre-emptive rights,
in accordance with Article 7.1, the Foundation may request such Depositor to make a deposit or give other security, for the subscription
of the new Shares.
|
|
7.4
|
The provisions of this Article 7 shall apply by analogy, insofar as possible, when rights to subscribe
for Shares are granted by the Company.
|
|
7.5
|
Furthermore, the provisions of this Article 7 shall apply by analogy, insofar as possible, when
Shares held by the treasury of the Company are offered for sale to all shareholders.
|
The exercise of voting rights.
Article 8.
The Foundation shall
exercise the voting rights attached to the Shares in the manner as determined and provided for in the Articles of Association of
the Foundation, without prejudice to the fact that the Foundation in the specific cases as described and provided for in the Articles
of Association of the Foundation shall grant a Nominated Person Proxy, an Other Company Matters Proxy and/or a No Instruction for
Ordinary Company Matters Proxy, as the case may be, for the exercise of such voting rights.
Termination of deposit and cancellation
of Depository Receipts.
Article 9.
|
9.1.
|
A Preferred Depositor is entitled to request the termination of the deposit of the Preferred
Shares (totally or partially) corresponding to the Preferred Depositary Receipts held by such Preferred Depositor at any time,
with a one month prior notice.
|
The termination
will be effected by (i) transferring the relevant Preferred Shares to such Preferred Depositor in accordance with the laws applicable
to such transfer and the registration thereof in the Share register of the Company and (ii) cancellation of the corresponding Preferred
Depositary Receipts. Such cancellation shall be registered in the register of Depositors by the Manager.
|
9.2
|
An Ordinary Depositor is entitled to request the termination of the deposit of the Ordinary
Shares (totally or partially) corresponding to the Ordinary Depositary Receipts held by such Ordinary Depositor at any time, with
a twelve months prior notice.
|
The termination
will be effected by (i) transferring the relevant Ordinary Shares to such Ordinary Depositor in accordance with the laws applicable
to such transfer and the registration thereof in the Share register of the Company and (ii) cancellation of the corresponding Ordinary
Depositary Receipts. Such cancellation shall be registered by the Manager in the register of Depositors.
|
(i)
|
an amendment of these Conditions of Administration pursuant to Article 11; or
|
|
(ii)
|
an amendment of the Articles of Association of the Foundation pursuant to Article 17 of such Articles,
|
shall each Ordinary Depositor
whose rights are or may be affected pursuant to such an amendment and who has not approved of such amendment - irrespective whether
and/or in which manner such Ordinary Depositor participated in the meeting(s) of Depositors or the decision making process where
the amendment has been resolved upon or approved of- be entitled to request for the termination of the deposit of all Shares
corresponding to all Depositary Receipts held by such Ordinary Depositor, during the three months period following the date
of the meeting of Depositors that resolved to effect the amendment, notwithstanding the provisions of Article 9.2.
The request
can only relate to all Depositary Receipts -of whatsoever class-held by such Ordinary Depositor and by consequence also
includes any Preferred Depositary Receipts held by the relevant Depositor.
|
9.4
|
The Foundation shall not charge a special or specific termination fee for the termination of the
deposit as referred to in this Article 9.
|
Termination of
holding in administration of all Shares held by Foundation.
Article 10.
|
10.1
|
If the aggregate of the deposited Ordinary Shares falls below thirty-three percent (33 %) of the
issued and outstanding Ordinary Shares, the Foundation shall terminate the holding in administration of Shares pursuant to a request
made to that effect in writing by any Ordinary Depositor.
|
The termination
will then be effected with respect to all Shares held in administration by the Foundation.
|
10.2
|
In addition, the Foundation may terminate the holding in administration of all Shares with the
prior written consent of all Depositors.
|
|
10.3
|
Upon termination of the holding in administration of all Shares, the Foundation will (i) transfer
(the legal title to) all Shares -corresponding to the Depositary Receipts held by the relevant Depositors- to each of the relevant
Depositors in accordance with the laws applicable to such transfer and register the same in the Share register of the Company and
(ii) cancel all the (corresponding) Depositary Receipts. Such cancellation shall be registered by the Manager in the register of
Depositors.
|
Amendment of the Conditions of Administration.
Article 11.
|
11.1
|
The Manager shall be authorized to amend these Conditions of Administration pursuant to a resolution
of the meeting of the Depositors.
|
|
11.2
|
The provisions of Article 16.2 of the Articles of Association of the Foundation shall apply to
a resolution of the meeting of Depositors to amend these Conditions of Administration.
|
|
11.3
|
An amendment of these Conditions of Administration shall become effective only after a private
deed thereof has been executed by the Manager.
|
Choice of Law.
Article 12.
These Conditions of Administration shall
be governed by Dutch law.
Term.
Article 13.
|
13.1
|
The holding in administration of the Shares by the Foundation under the present Conditions of Administration
shall be effective from the date of deposit of the relevant Shares to the Foundation up to and including the thirty-first day of
December two thousand and fifteen.
|
|
13.2
|
The holding of the Shares in administration as referred to in Article 13.1 will be renewed automatically
for successive five year periods, except in respect of the Shares corresponding to the Depositary Receipts held by the relevant
Depositors for which these Depositors give a non-renewal notice in writing to the Foundation twelve months prior to the relevant
expiration date.
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13.3
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The non-renewal notice triggers the termination of the deposit of all Shares corresponding to the
Depositary Receipts held by the notifying Depositor which termination shall -at least beneficially- be effective as per the end
of the then effective term of the present Conditions of Administration as referred to in this Article 13.
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Such termination shall (legally)
be effected -as much as possible- as per the end of the then effective term of the present Conditions of Administration by (i)
transferring the relevant Shares to such notifying Depositor in accordance with the laws applicable to such transfer and the registration
thereof in the Share register of the Company and (ii) cancellation of the corresponding Depositary Receipts. Such cancellation
shall be registered by the Manager in the register of Depositors.
Exhibit C
POWER OF ATTORNEY
The undersigned, J. de Jong, Director of
Zenco Management B.V., sole Director of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, a private foundation
(Stichting) organized under the laws of the Netherlands, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla
and Michele Zerbi, each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement
on Schedule 13G or 13D relating to the Common Stock of TENARIS S.A., including any agreements attached as exhibits thereto, and
to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in
and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done
by virtue hereof.
By:
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/s/ J. de Jong
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(on behalf of Zenco Management B.V.)
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Dated: June 23rd, 2020
Exhibit D
[LETTERHEAD OF SAN FAUSTIN S.A.]
POWER OF ATTORNEY
The undersigned, Alain Renard and Michele
Zerbi, Attorneys-in-fact of SAN FAUSTIN S.A., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes
and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi, each of them acting severally, as attorneys or attorney
of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TENARIS S.A., including
any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States
of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys
or attorney may lawfully do or cause to be done by virtue hereof.
By:
/s/ Alain Renard
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/s/ Michele Zerbi
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Attorney-in-fact
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Attorney-in-fact
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Dated: June 22nd, 2020.
Exhibit E
[LETTERHEAD OF TECHINT HOLDINGS S.ÀR.L.]
POWER OF ATTORNEY
The undersigned, Alain Renard and Michele
Zerbi, Directors (“gérants”) of TECHINT HOLDINGS S.À R.L., a company organized under the laws
of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla and Mario O. Lalla and Michele Zerbi,
each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or
13D relating to the Common Stock of TENARIS S.A., including any agreements attached as exhibits thereto, and to sign any or all
amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises,
hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.
By:
/s/ Alain Renard
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/s/ Michele Zerbi
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Director
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Director
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Dated: June 22nd, 2020
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