Cumulative Voting Clause

This is a clause that provides for a single vote to be taken for the appointment of all directorships, instead of voting on a position-by-position basis.

In order to respect the proportionality of voting rights, the number of votes each shareholder has is multiplied by the number of positions to be filled. It is then up to the shareholder to distribute his or her votes among the different candidates up to the total number of votes he or she is entitled to.

The advantage of the mechanism is its flexibility. It does not require the creation of share classes. On the other hand, this type of voting is more uncertain since it depends on the way in which shareholders distribute their votes at the general meeting and assumes that there are a sufficient number of positions to be filled to result in the dilution of the vote of the majority shareholders.

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