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Bylaws and regulations

“ CORPORATE BYLAWS OF THE COMPANY "CARBURES EUROPE, S.A."”

EL PUERTO DE SANTA MARÍA, 29 JULY 2012
( Last updated August 4, 2012 )

PART ONE

NAME, PURPOSE, ADDRESS AND DURATION

ARTICLE 1.- NAME
 
The name of the company is CARBURES EUROPE, S.A. (hereinafter, the "Company"). The Company will be governed by these Bylaws and, as far as those issues not covered by them are concerned, by the Spanish Royal Legislative Decree 1/2010 of July 2, in which the Consolidated Text of the Spanish Law on Capital Companies was approved (hereinafter, the “Law on Capital Companies”), and by other applicable legal provisions.
 
ARTICLE 2.- CORPORATE PURPOSE
 
The Company's corporate purpose is to provide services and products through knowledge management, to use leading-edge technology and to implement continuous innovation processes in companies from industrial sectors, to manufacture carbon fiber composites for structural and non-structural elements, as well as to provide consultancy and engineering services.

The corporate purpose excludes any activity subject to specific legislation. If any of the activities included in the corporate purpose were reserved by law to a certain category of professionals, they must be accomplished by a person with the required qualifications, limiting the corporate purpose to the intermediation or coordination of the processes related to these activities.

Part or all the activities included in the corporate purpose may be carried out indirectly, through participation in companies with similar or identical purposes.

ARTICLE 3.- REGISTERED OFFICE
 
The Company has its registered office at Tecnoparque Bahía de Cádiz, Carretera de Sanlúcar de Barrameda, km 5,5, calle Ingeniería s/n, parcela 4, El Puerto de Santa María (Cádiz).

The Administrative Body is empowered to change the registered office within the same municipality, and to establish branches, agencies and representative offices of the Company anywhere in Spain or abroad.

ARTICLE 4.- DURATION
 
The duration of the Company shall be indefinite. The Company began its operations on November 28, 2002.

PART TWO

SHARE CAPITAL AND SHARES
 

ARTICLE 5.- SHARE CAPITAL (amended by agreement of the Board of Directors on August 12, 2014, executed as a Public Deed on the same date under the number 781) 

The share capital is EURO TWELVE MILLION NINE HUNDRED AND FIFTY EIGHT THOUSAND SIX HUNDRED AND FIFTY ONE AND EIGHTY EIGHT CENTS (€ 12,958,651.88), represented by SEVENTY SIX MILLION TWO HUNDRED AND TWENTY SEVEN THOUSAND THREE HUNDRED AND SIXTY FOUR (76,227,364) shares, with a par value of EURO SEVENTEEN CENTS (€ 0.17) each, all of the same class and series and correlatively numbered from one (1) to seventy six million two hundred and twenty seven thousand three hundred and sixty four (76,227,364), both inclusive. The shares are fully subscribed and paid up. 

 
ARTICLE 6.- REPRESENTATION OF THE SHARES
 
The shares are represented by book entries and are established as such when entered in the corresponding accounting records.

The book-entry register is in charge of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Iberclear), or any entity that replaces it, and its participating entities.

The legitimation for the exercise of the rights deriving from the shares, including the transfer, is obtained by entering them in the accounting record, which presumes legitimate ownership and enables the registered holder to demand the Company to recognize him/her as a shareholder. This legitimation may be proved by showing the relevant certificates, which are issued by the entity in charge of the accounting records.
 
ARTICLE 7.- SHAREHOLDERS' RIGHTS
 
All the shares bestow on their legitimate holder the condition of shareholder and the rights recognized by the Law and by these Bylaws, except where provided by the first one.

Shareholders will have, at least, the following rights:

a) To participate in the distribution of the corporate profits and assets resulting from the liquidation.

b) The preferential subscription right in the issue of new shares or debentures convertible into shares.

c) To attend and vote at the General Shareholders’ Meeting and to challenge corporate resolutions. Each share confers the right to one vote. The Company may issue shares without voting rights, subject to the terms and conditions, limits and requisites provided by the Law.

d) To be kept informed.
 
ARTICLE 8.- CO-OWNERSHIP, USUFRUCT AND PLEDGE OF SHARES
 
In the case of co-ownership, usufruct or pledge of shares, the Company will follow the provisions of the Law on Capital Companies or the current legislation at that time.

ARTICLE 9.- RULES GOVERNING THE TRANSFER OF SHARES
 
The shares and the economic rights arising from them, including the preferential subscription right, are freely transferable through all the means admitted by the Law.

Notwithstanding the foregoing, shareholders who want to acquire more than 50% of the shares are required, at the same time, to submit a purchase bid, with the same terms and conditions, to all the shareholders of the Company.
Any shareholder who receives, from another shareholder or a third party, a purchase offer by which, as a result of its terms and conditions, the characteristics of the buyer and other concurrent circumstances, it would result in the third party owning more than 50% of the share capital, must not transfer its shares to that party unless the party aiming to acquire the shares makes the same offer to all the shareholders, under the same terms and conditions.

PART THREE

ADMINISTRATION AND REPRESENTATION OF THE COMPANY

ARTICLE 10.- BODIES OF THE COMPANY


The bodies of the Company are: the GENERAL SHAREHOLDERS’ MEETING, as the supreme deliberating body in which the corporate will is declared, by decision of the majorities established herein in relation to subjects of its competency, and the BOARD OF DIRECTORS, which is responsible for the management, representation and administration of the Company, with the powers attributed to it by the Law and these Bylaws.
 
CHAPTER ONE

GENERAL SHAREHOLDERS’ MEETING
ARTICLE 11.- POWERS OF THE GENERAL SHAREHOLDERS’ MEETING 

The General Shareholders’ Meeting will decide, by majority vote, on all issues of its legal competence.

The agreements of the General Meeting are binding on all shareholders, including those not attending and dissidents, without prejudice to the rights and actions conferred to them by the Law.  

ARTICLE 12.- TYPES OF GENERAL MEETINGS

General Meetings may be ordinary or extraordinary, and will be convened by the Board of Directors of the Company.

The Ordinary General Meeting must be convened within the first six months of each year to approve, if appropriate, the corporate management and the accounts for the previous year, and to decide on the allocation of results.

Any General Meeting different from the Ordinary General Meeting will be considered an Extraordinary General Meeting and shall be convened by the Administrative Body when considered to be convenient for the Company's interest and, in any case, when requested by a number of shareholders owning, at least, five percent of the share capital, indicating in the request the issues to be discussed. In this latter case, the Meeting must be called to be held within the next month following the date the request was legally made to the Board of Directors. The agenda shall necessarily include, at least, the matters which are the object of the request.

Regardless of the subjects expressly reserved by the Law and by these Bylaws for the Ordinary General Meeting, any other subject attributed by the Law or the Bylaws to the General Shareholders' Meeting may be decided by it at an ordinary or extraordinary meeting.

ARTICLE 13.-  CONVENING OF GENERAL MEETING
 
General Meetings, both ordinaries and extraordinaries, shall be convened through an announcement published in the Official Gazette of the Mercantile Registry (BORME) and in the Company's website or, in the case it does not exist, in one of the major daily newspapers of the province in which the Company has its registered office, at least one month before the date fixed for the meeting in first call. This announcement must include all the issues to be discussed. The date fixed for the second call can also be included, if appropriate, and this date will be, at least, twenty four hours after the date scheduled for the first call.

The shareholders' right to obtain from the Company, immediately and free of charge, all the documents that will be submitted for approval and, if appropriate, the audit reports, will be expressly mentioned in the notice of Ordinary General Meeting. When the Ordinary or Extraordinary General Meeting should decide on any amendment to the Bylaws, the parts to be amended shall be clearly published in the notice, as well as the shareholders' rights to examine, at the registered office, the full text of the proposed amendment and the corresponding report, and to request the free issue or delivery of these documents.

The notice shall be signed by the person empowered to certify corporate resolutions.

Notwithstanding the preceding paragraphs, any General Meeting can be held for discuss any matter, without need for prior notice, if the entire share capital is present and those attending accept unanimously to hold the Meeting.

The provisions of these Bylaws are understood without prejudice to the provisions of specific regulations on specific situations.


ARTICLE 14.- COMPLEMENT TO THE CALL

Shareholders who represent, at least, five percent (5%) of the share capital may request a complement to the call, including one or more items to the agenda. This right shall be exercised by reliable notice that shall be received at the registered address within a term of five days after the publication of the notice of General Meeting.
The complement to the call must be published in the same media, no later than fifteen days prior the date fixed for the Meeting.  
 
ARTICLE 15.- RIGHT TO INFORMATION PRIOR TO THE HOLDING OF THE GENERAL MEETING

From the publication of the call to General Meeting and up to seven days before the date fixed for it, shareholders may request from directors any information or clarification considered necessary, or submit any questions in writing deemed appropriate in connection with the subjects included in the agenda.

The directors will be obliged to provide the information in writing, up to the date on which the General Meeting will be held, except in cases where:

(i) the divulging of the information requested might damage, in the opinion of the President, the corporate interests;

(ii) the request of information or clarification does not refer to the subjects included in the agenda nor to the available public information provided by the Company to the Alternative Stock Market (MAB) since the holding of the last General Meeting;

(iii) the request of information or clarification is considered abusive; or

(iv) where provided by legal provisions, regulations or judicial resolutions.

Nevertheless, the exception (i) shall not apply when the information has been requested by a number of shareholders representing, at least, one fourth of the share capital.

ARTICLE 16.- CONSTITUTION AND HOLDING OF THE GENERAL MEETING

The Ordinary or Extraordinary General Meeting shall be validly constituted in first call when the shareholders present or represented hold, at least, twenty five percent of the subscribed capital with voting rights. In second call, the Meeting shall be validly constituted irrespective of the capital present.

Notwithstanding the provisions of the previous paragraph, to enable the General Meeting, ordinary or extraordinary, to validly approve the increase or decrease of the share capital and any other amendment to the Bylaws, the issue of debentures, the suppression or limitation of the pre-emptive right, the transformation, merger, demerger or global assignment of assets and liabilities, the transfer of the registered office abroad, as well as the dissolution of the Company for the reasons specified in Articles 360 and 368 of the Law on Capital Companies, at least fifty percent of the subscribed share capital with voting rights must be either present or represented in first call. In second call, the attendance of twenty five percent of this subscribed share capital will suffice.

General Meetings shall be held anywhere in the national territory. The President and the Secretary of the General Meeting will be appointed by the General Meeting itself. The President shall conduct the meeting and organize the proceedings, signaling the order in which shareholders may speak and limiting the time given to each speaker. The resolutions will be approved by majority of the share capital present or represented, except in the cases provided by the legislation. The remaining issues, as the attendees list, the voting and the shareholder's right to information, shall be governed by the provisions of the Law.

The discussions and resolutions of General Meetings, both ordinary and extraordinary, will be included in the Book of Minutes and signed by the President and Secretary of the Board of Directors, or by those who have acted as such at the Meeting. The Minutes can be approved at the end of the Meeting by the Meeting itself or, otherwise, within a term of fifteen days by the President and two controllers, one appointed by the majority and the other one by the minority.

Certificates of the minutes shall be issued by the Secretary of the Board of Directors, with the approval of the President.

The corporate resolutions may be formalized as a public deed by the person empowered to certify them.

To validly constitute the General Meeting, even in the case of Universal General Meetings, the attendance of the directors of the Company shall not be necessary.

ARTICLE 17.- RIGHT OF ATTENDANCE

Shareholders may attend the General Meetings regardless of the number of shares they hold.

Without prejudice to the provisions of Article 16, the members of the Administrative Body shall attend the General Meetings.

ARTICLE 18.- AUTHENTICATION FOR ATTENDANCE (amended by the General Shareholders' Meeting held on August 4, 2012)

Shareholders has the right to attend the General Meeting regardless of the number of shares they hold, provided that they hold the corresponding attendance card or the certificate issued by the entity responsible for the accounting record, where appropriate, or the document that, according to the Law, identifies them as shareholders.

CHAPTER TWO
ADMINISTRATIVE BODY
SECTION ONE
GENERAL PROVISIONS
ARTICLE 19.- STRUCTURE OF THE ADMINISTRATIVE BODY

The management, administration and representation of the Company, in and out of court, and in all the activities included in the corporate purpose, is entrusted to the Board of Directors, which shall act collectively, without prejudice to the delegations of authority it may confer.

The Board of Directors will be composed of a minimum of three members and a maximum of twelve members, appointed by the General Shareholders' Meeting.

Being a shareholder is not a requirement to be appointed as a director, except in the event of provisional appointment by co-option, which shall be made by the Board of Directors, in compliance with the article 244 of the Law on Capital Companies.

The Board shall appoint one of its members as President and, if appropriate, one or several Vice-Presidents, in the case they had not been appointed by the General Meeting.

The Board shall likewise appoint a Secretary, who not needs to be a director, in which case he will be entitled to attend and speak but not to vote at the Board meetings.

The Board shall regulate its own procedure and, if any vacancy arises during the term for which the directors where appointed, it may appoint, among the shareholders, the person who shall fill the vacancy until the next General Shareholders' Meeting.

ARTICLE 20.- TERM OF OFFICE

The members of the Board of Directors will hold their position for a term of six years, and may be re-elected, on one or more occasions, for periods of the same duration. Once the term has ended, the appointment of the Board Members shall expire when the next General Meeting has been held or when the legal period for holding a Meeting has elapsed.

ARTICLE 21.- REMUNERATION OF DIRECTORS

Directors are compensated with a remuneration package consisting of a fixed amount which shall be determined for each year by agreement of the General Meeting. The amount may be unequal for each member of the Board of Directors.

SECTION TWO
BOARD OF DIRECTORS
ARTICLE 22.- BOARD OF DIRECTORS

The Board shall meet whenever such meeting is required by the interests of the Company, and necessarily within the first three months of each fiscal year to approve the Accounts of the previous year and whenever it must to convene a General Shareholders' Meeting.

Meetings shall be convened by the President or acting President, on his/her own initiative and necessarily in the cases described above, or at the request of at least one third of the Directors.

The call will be made at least five days before the date fixed for the meeting, and may be made using any means of individual communication and in writing, ensuring receipt by the Directors.
Board meetings shall be considered validly constituted when attended, either personally or represented, by half plus one of the members.

Any director can appoint another director as proxy, in writing, and expressly for the meeting in question. To pass resolutions, an absolute majority of the votes of the Directors attending the meeting shall be required, except for the case provided in Article 249.3 of the Law on Capital Companies.

The Board's debates and resolutions shall be entered in a Minutes Book, being each one signed by the President and the Secretary or by those who acted for them at the meeting to which the minutes refer. In the event of voting in writing and without a meeting, the resolutions adopted and the votes cast in writing shall also be recorded in the Minute Book.

Certificates of the minutes shall be issued by the Secretary, with the approval of the President, or the Vice-President, if appropriate.

Any of the members of the Board, if agreed by it, and its Secretary, even where he/she is not a Director, will be responsible for the execution and conversion of the Minutes into a public deed.

The Board of Directors will have the widest powers for the management, administration and representation of the Company, in and out of court, to conclude agreements in general, to carry out all manner of acts and transactions, of contractual liability or disposition, ordinary or extraordinary management and of ownership, for payment or profit, with respect to all manner of movable and immovable properties, money, securities and commercial bills, with no exceptions other than those matters that are responsibility of other bodies or that are not included in the corporate purpose.

ARTICLE 23.- DELEGATION OF POWERS

The Board of Directors may delegate, in a permanent manner, it powers, in whole or in part, to an executive committee and/or to one or several managing directors, and decide the members of the Board who shall be the members of the delegate body, as well as, where appropriate, the manner of exercising the powers granted to these managing directors.

The Board of Directors may likewise create an audit committee, endowing it with the convenient informational, advisory and proposal powers.

The Audit Committee shall be responsible for evaluating the Company's accounting verification system, ensuring the independence of the external auditor, checking the internal control system and overseeing the observance of the rules of governance of the Company. Its operation shall be governed by the provisions of the Board of Directors Regulations.

Likewise, the Board of Directors may establish a Nomination and Remuneration Committee, responsible for ensuring the integrity of the selection process of directors and senior executives and for assisting the Board on the determination and supervision of their remunerations. Its operation shall be governed by the provisions of the Board of Directors Regulations.

The permanent delegation of powers and the appointment of the members of the Board to hold these offices shall require to be valid the affirmative vote of two thirds of the total number of members of the Board, which was established previously by the General Meeting when creating this body, even if this number is not totally reached or if vacancies arise after that.

The preparation of the annual accounts and its submission to the General Meeting, the power of organization of the Board, and those powers granted by the General Meeting to the Board shall not be, at any case, subject to delegation, except for the latter case when the General Meeting approves it.

Notwithstanding this delegation, the Board of Directors will maintain these powers.

PART FOUR

FISCAL YEAR AND ANNUAL ACCOUNTS 

ARTICLE 24.- FISCAL YEAR

Each fiscal year shall commence on the 1st of January and conclude on the 31st of December of each calendar year.

ARTICLE 25.- PREPARATION OF THE ANNUAL ACCOUNTS

The Administrative Body shall have to prepare, within a maximum term of three months from the closing of the fiscal year, the Annual Accounts, the management report and the proposal for the allocation of results, including in terms of content, verification, audit and formalities the rules provided by the Law on Capital Companies.

ARTICLE 26.- APPROVAL OF THE ANNUAL ACCOUNTS

The Annual Accounts shall be approved by the General Shareholders' Meeting, which must be convened within the first six months of the year to review the corporate management, to approve, if appropriate, the Accounts for the previous year, and to decide on the allocation of results.

From the date of publication of the call of General Meeting, any shareholder may obtain, immediately and free of charge, the documents to be approved, as well as the management report and, if appropriate, the audit report. This right shall be referred to in the notice of General Meeting.

During the same period, the shareholder or shareholders who represent, at least, five percent (5%) of the share capital may examine at the registered office, by themselves or along with an accountant, all the documents that serve as a basis for the Annual Accounts of the Company. This right does not prevent or limit the minority right to appoint an auditor at the Company's expense.

ARTICLE 27.- DISTRIBUTION OF DIVIDENDS

The distribution of annual profits, if any and if agreed, will be carried out among the shareholders in proportion to their holdings, without prejudice of the limitations and the requirements established by the Law on Capital Companies, or of those voluntary and legally agreed, in compliance with the Law on Capital Companies.

PART FIVE

DISSOLUTION AND LIQUIDATION

ARTICLE 28.- CAUSES OF DISSOLUTION. APPOINTMENT AND POWERS OF LIQUIDATORS

The Company shall be dissolved for any of the reasons provided in the Law on Capital Companies and other applicable legislation. The General Meeting, having resolved to dissolve the Company, shall appoint the liquidators, who may be the former directors.

The number of liquidators shall always be an odd number.

The liquidation of the Company must comply with the provisions of the Law and with those, completing but not contradicting them, agreed by the General Meeting that had resolved to dissolve the Company.

PART SIX

OTHER PROVISIONS


ARTICLE 29.- NOTIFICATION OF SIGNIFICANT SHAREHOLDINGS

Shareholders must notify the Company of any purchase or transfer of shares that causes his/her total shareholding, whether directly or indirectly, to reach, exceed or drop, above or below ten percent (10%) of the share capital or its successive multiples.

If the shareholder were a director or an executive of the Company, the notification shall be mandatory when his/her total shareholding, directly or indirectly, reaches, exceeds or drops, above or below one percent (1%) of the share capital or its successive multiples.

These notifications shall be made to the body or person designated by the Company for this purpose and within a maximum period of four (4) calendar days from the day on which the event to notify had occurred.

The Company will publish these notifications in compliance with the provisions of the regulations of the MAB.

ARTICLE 30.- PUBLICATION OF SHAREHOLDERS' AGREEMENTS

Shareholders must notify the Company the subscription, modification, extension or termination of any agreement that restricts the transferability of their shares or affects the voting rights inherent to these shares.

These notifications shall be made to the body or person designated by the Company for this purpose and within a maximum period of four (4) calendar days from the day on which the event to notify had occurred.

The Company will publish these notifications in compliance with the provisions of the regulations of the MAB.

ARTICLE 31.- REQUEST FOR EXCLUSION FROM TRADING ON THE MAB

In the event that the General Shareholders' Meeting were to reach an agreement to exclude the trading of the shares that represent the share capital on the MAB, without the favorable vote of any of the Company’s shareholders, the Company must offer to these shareholders the purchase of their shares at the price that is in compliance with the provisions of the regulations for public offerings to purchase securities for the scenarios of exclusion from trading.

PART SEVEN

SINGLE-MEMBER COMPANY

ARTICLE 33.- SINGLE-MEMBER COMPANY

In the case of a single shareholder owning all the shares of the Company, becoming a single-member company, the provisions of the Law on Capital Companies shall apply.  

PART EIGHT

APPLICABLE LEGISLATION

ARTICLE 33.- APPLICABLE LEGISLATION

The references made in these Bylaws to the Law on Capital Companies or other applicable legislations, shall be understood to be made to those successive legislations that may interpret, extend, review, amend, replace or repeal the current ones.

CORPORATE GOVERNANCE POLICY

Corporate Policy for Communication and Insider Information

Corporate Policy on the Shares of Carbures Europe

Corporate Policy and Protocol of Related Parties

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