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    NK   FR0000120859

IMERYS

(NK)
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Imerys : Prospectus - Bond Issue — PDF (207.92 KB)

05/06/2021 | 12:22pm EDT

I M E R Y S

A French Limited Liability Company (Société Anonyme)

with a share capital of €169,881,910

Registered office: 43 quai de Grenelle

75015 Paris (France)

Paris trade register (R.C.S.) number 562 008 151

ARTICLES OF ASSOCIATION

AND BY-LAWS

Updated on December 3, 2020

ARTICLES OF ASSOCIATION AND BYLAWS drawn up by a deed executed before Mr. Dufour, notary public in Paris, on April 22, 1880, and modified by decisions of:

  • the Extraordinary General Meetings of the Shareholders on:
    January 18, 1882 - March 21, June 2, November 21 and December 22, 1883 -April 14, 1896 - November 19 and December 10, 1898 - June 7 and 30, 1902 - July 7, 1919 -February 25, 1920 - May 31 and July 26, 1926 - May 29 and August 2, 1929 - June 22, 1931 - April 25, 1934 - April 3, 1935 - January 22, 1936 - February 24, 1937 - May 7, May 26 and June 16, 1937 - May 3 and July 8, 1938 - November 27, 1939 - June 12, 1941
    • July 20, 1944 - November 14, 1947 - June 23, 1950 - April 29, 1955 - September 20, 1957 - July 11, 1961 - November 16, 1965 - July 2, 1968 - June 17, 1969 - March 4, 1971
    • June 15, 1972 - November 28, 1974 - July 8, 1980 - January 21, 1988 - June 30, 1998;
  • the Ordinary General Meeting of the Shareholders on June 12, 1985;
  • the Ordinary and Extraordinary General Meetings of the Shareholders on:
    June 24, 1987 - December, 17, 1987 - June 15, 1989 - June 17, 1993 - June 14, 1995 - June 12, 1996 - May 7, 1998 - September 22, 1999 - May 6, 2002 - May 3, 2004 -May 3, 2005 - May 2, 2007 - April 29, 2014, May 3, 2017, May 4, 2018, May 10, 2019, May 4, 2020;
  • pursuant to the records made on January 25 and July 12, 1999 and January 11, 2000 by the Chief Executive Officer, pursuant to the delegations of the Supervisory Board and the Managing Board;
  • by the decisions of the Managing Board adopted on March 6, 2000, January 8, 2001, January 21, 2002, January 7, 2003, January 7, 2004 and January 6, 2005;
  • by the decision of the Supervisory Board adopted on July 26, 2004;
  • by the decisions of the Chief Executive Officer adopted on December 21, 2006, January 9, 2009, June 2, 2009, January 11, 2010, January 10, 2011, January 7, 2019 and June 12, 2020;
  • pursuant to the records made on January 18, 1995, January 17, 1996, January 9, 1997, January 8, 1998, January 11, 2007 and January 14, 2008 by the Chairman of the Board of Directors, pursuant to delegations by the Board of Directors;
  • by the decisions of the Chairman and Chief Executive Officer adopted on January 10, 2012, January 7, 2013, January 10, 2014, January 7, 2015, January 7, 2016, January 5, 2017 and January 5, 2018;
  • and by the resolutions of the Board of Directors meetings on:
    February 8, 1946 - December 19, 1955 - October 26, 1960 - October 10, 1961 - March 6, 1962 - December 22, 1964 - December 22, 1966 - May 6, 1969 - December 13, 1977 - April 20, 1982 - February 25, 1988 - September 29, 1988 - January 10, 1989 - September 28, 1989 - February 8, 1990 - September 27, 1990 - January 10, 1991 - October 3, 1991 - January 16, 1992 - September 24, 1992 - February 11, 1993 - September 23, 1993 - January 20, 1994 - September 22, 1994 - January 17, 2006 - December 19, 2006 - December 18, 2007, December 18, 2008, April 27, 2009, April 29, 2010, December 16, 2010, December 14, 2011, December 12, 2013, December 11, 2014, February 26, 2015, December 15, 2015, December 15, 2016, July 26, 2017, December 13, 2017, December 13, 2018, February 12, 2020 and December 3, 2020.

2

C O N T E N T S

PART I - FORM - NAME - PURPOSE - REGISTERED OFFICE - DURATION

Article 1

FORM

Article 2

NAME

Article 3

PURPOSE

Article 4

REGISTERED OFFICE

Article 5

DURATION

PART II - SHARE CAPITAL - SHARES

Article 6

SHARE CAPITAL

Article 7

CHANGES TO THE SHARE CAPITAL

Article 8

PAYING-IN OF SHARES

Article 9

FORM OF SHARES

Article 10

RIGHTS ATTACHED TO SHARES

Article 11

INDIVISIBILITY OF SHARES

PART III - MANAGEMENT, SUPERVISION AND CONTROL OF THE COMPANY

Article 12

COMPOSITION OF THE BOARD OF DIRECTORS

Article 13

APPOINTMENT - TERMS OF OFFICE - RENEWABILITY

Article 14

ORGANIZATION OF THE BOARD OF DIRECTORS

Article 15

WORKINGS OF THE BOARD OF DIRECTORS

Article 16

POWERS OF THE BOARD OF DIRECTORS

Article 17

REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS

Article 18

GENERAL MANAGEMENT

Article 19

AUTHORIZED AND PROHIBITED AGREEMENTS

Article 20

STATUTORY AUDITORS

PART IV - GENERAL MEETINGS OF SHAREHOLDERS

CHAPTER I - GENERAL PROVISIONS

Article 21

EFFECT OF DECISIONS - CALLING OF MEETINGS - ATTENDANCE

Article 22

ORGANIZATION OF GENERAL MEETINGS

CHAPTER II - ORDINARY GENERAL MEETINGS

Article 23

POWERS

Article 24

QUORUM AND MAJORITY

CHAPTER III - EXTRAORDINARY GENERAL MEETINGS

Article 25

POWERS

Article 26

QUORUM AND MAJORITY

CHAPTER IV - FORMATIVE GENERAL MEETINGS

Article 27

QUORUM AND MAJORITY

3

PART V - CORPORATE FINANCIAL STATEMENTS

Article 28

FINANCIAL YEAR

Article 29

FINANCIAL DOCUMENTS

Article 30

PROFITS

PART VI - DISSOLUTION - EXTENSION - LIQUIDATION - DISPUTE

Article 31

EARLY DISSOLUTION - EXTENSION

Article 32

LOSS OF HALF THE SHARE CAPITAL

Article 33

LIQUIDATION

Article 34

DISPUTES - ELECTION OF DOMICILE

____________________________________

4

PART I - FORM - NAME - PURPOSE - REGISTERED OFFICE - DURATION

Article 1

FORM

The present Company is a Public Limited Company (Société Anonyme) with a Board of Directors. It is governed by current French law and by the present articles of association and by-laws.

Article 2

NAME

The Company is called "IMERYS".

All instruments and documents issued by the Company and intended for third parties, including letters, invoices, announcements and sundry publications, shall indicate the company name which shall be immediately and legibly preceded or followed by the words "Société Anonyme" (Public Limited Company) and the amount of its share capital.

Article 3

PURPOSE

The Company's purpose, in France and abroad, is as follows:

the search for, the acquisition, the leasing, the sale and the operation of any mines and quarries, of any kind whatsoever;

the processing and transformation of, and trading in, any minerals, metals, organic or non-organic materials and mineral substances, as well as their by-products and alloys; the manufacturing of any processed products in which minerals, metals, organic or non-organic materials and mineral substances are used;

the purchase, obtaining, operation, concession and sale, in whole or in part, on a temporary or permanent basis, of any patents, certificates or licenses pertaining to the above-mentioned purposes;

the creation, acquisition, sale and concession of any buildings and plants, and of any means of transportation and energy sources;

the participation, in any country, in any mining, quarrying, commercial, industrial and maritime operations aimed at favoring or developing the Company's own industries and businesses, through the creation of new companies, alliances, holding companies or otherwise; and, generally, any mining, quarrying, commercial, industrial, maritime, real estate, personal property and financial operations relating directly or indirectly, in whole or in part, to any of the above-specified purposes or any other similar or related purposes.

Article 4 REGISTERED OFFICE

The registered office is located at 43 quai de Grenelle, 75015 Paris, France.

It may be transferred to any other place in France by decision of the Board of Directors, subject to ratification by the next Ordinary General Meeting of the Shareholders, and anywhere else pursuant to a decision by an Extraordinary General Meeting of the Shareholders.

The Board of Directors may set up branches, offices, agencies or representatives, in France or in any other country, wherever is sees fit, and close them as it sees fit.

When the transfer of the registered office is decided by the Board of Directors, it is authorized to amend the articles of association and by-laws accordingly.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Imerys SA published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2021 16:21:03 UTC.


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Sales 2020 3 764 M 4 482 M 4 482 M
Net income 2020 106 M 126 M 126 M
Net Debt 2020 1 441 M 1 716 M 1 716 M
P/E ratio 2020 33,1x
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