Article 39
Powers The ordinary general meeting shall hear the report of the Board of Directors on the business of the company and on the annual accounts; it shall also hear the reports of the Auditors. It shall : - discuss and approve or rectify the accounts, and fix the dividends to be distributed, - appoint the Directors and Auditors, - fix, where appropriate, the allowance which may be received by the Board of Directors by way of attendance fees and the allowances to be paid to the Auditors, - take decisions on any other proposals on the agenda which are not within the competence of an extraordinary general meeting, and - confer on the Board of Directors the necessary authority to deal with cases in respect of which the powers conferred upon the Board may be inade_ quate, and in particular authorize the contracting of loans by the issue of bonds or debentures, whether secured by mortgage or not. The resolution approving the balance sheet and accounts shall not be passed until after the reports of the Auditors have been heard. Otherwise it shall be invalid. SECTION III EXTRAORDINARY GENERAL MEETINGS