Article 20
Proceeding of the Board The Board of Directors shall meet when convened by the Chairman, or upon requisition by one_third of its members, as often as the interests of the company so require; such meetings shall be held either at the seat of the company or at such other premises or place as may be stated in the notice convening the meeting, which shall also contain a summary agenda for the meeting. Each Director may, by letter or by telegram, appoint one of his colleagues to act as his proxy at any meeting of the Board of Directors. No Director may act at any one meeting as proxy for more than one of his colleagues. These provisions shall apply to the permanent representative of a Director who is a legal person. The proceedings of the Board shall be valid only if not less than half the members in office are present. Resolutions shall be passed by a majority of the votes of the members present in person or by proxy. However, resolutions relating to investment of available moneys, authorization of loans and advances, sureties and guarantees of bills of exchange, borrowings by arranging of credit facilities or otherwise, methods of implementing loans authorized by the general meeting pursuant to Article 39 of the Statutes, orders in excess of 400 000 French francs, acquisitions, exchanges of immoveable property or of rights therein, and the sale of such property and rights as are no longer required, the formation of any company or firm and the contribution of assets or any company or firm already existing shall be valid only if passed by majority of two_thirds of the votes of members present in person or by proxy. Each Director shall have one vote, save where he acts as proxy for one of his colleagues, in which case he shall have two votes. In the case of equality of votes, the Chairman of the meeting shall have a casting vote. If, however, by reason of the number of Directors in office, the Board may pass valid resolutions with only two of its members present in person and no other Director has appointed a proxy, resolutions shall be passed by unanimous vote.