Our Foundation

Galax-IA is founded in 2024 by Guillaume Komaiski and Cédric Stéphany

Biographie

Simplified joint-stock company with capital of 2 euros
Head office: 149 Avenue du Maine, 75014 Paris, France
RCS Paris in the course of formation

Preamble: Galax-IA's Mission, Vision and Values

“Galax-IA redefines the interaction between humans and artificial intelligence, making generative technology accessible to all. We transform complex interactions into simple solutions that increase productivity and innovation. By combining creativity, engineering and cutting-edge technology, Galax-IA is revolutionizing rapid engineering and unleashing the intellectual potential of every user through personalized, intuitive AI assistance.

Our core values:

  • Innovation: We push the boundaries of technology to develop solutions that anticipate and meet the changing needs of our users.
  • Integrity: We act with honesty and transparency, earning the trust of our customers, partners and employees.
  • Responsibility: We are committed to acting ethically and responsibly, both socially and environmentally, by making decisions that respect our planet and its inhabitants.

THE UNDERSIGNED:

  1. Mr Guillaume Komaiski, born on 14/05/1988 in Enghien-les-Bains, residing at 7 Rue Antonio Vivaldi, 31300 Toulouse, married under universal community of assets;
  2. Mr Cédric Stéphany, born 07/04/1976 in Saint-Malo, residing at La Bullière, 35270 Combourg, married under the universal community of assets;

Have drawn up the Articles of Association of a simplified joint stock company (Société par Actions Simplifiée) which they have decided to form together.

General Information

Article 1: Legal Form

The company is incorporated as a “Société par Actions Simplifiée” (SAS), governed by the laws and regulations in force, in particular the provisions of articles L. 227-1 to L. 227-19 of the French Commercial Code. The company operates with one or more partners, and may not make a public offering of securities or list its shares on a regulated market, except in the cases expressly provided for by the applicable laws and regulations. Where the Articles of Association and the law are silent, the provisions of the French Commercial Code applicable to “Sociétés Anonymes” (SA) shall apply, except where expressly excluded by law.

Article 2: Name

The company’s name is “Galax-IA”. In all deeds and documents issued by the company and intended for third parties, the corporate name must be immediately preceded or followed by the words “Société par Actions Simplifiée” or the initials “SAS” and the amount of share capital.

Article 3: Corporate Purpose

Galax-IA’s corporate purpose, in France and abroad, is :

  • Creation, implementation and optimization of prompt engineering solutions.
  • Personalized tutoring solutions using advanced artificial intelligence technologies.
  • The development and deployment of services and consulting related to the use of artificial intelligence in various business sectors.
  • The development and marketing of personalized, interactive AI companions capable of accompanying users throughout the day and adapted to all ages. These companions would be accessible via all technological interfaces, allowing seamless interaction whether on computers, smartphones, tablets or robotic devices.
  • And, more generally, any industrial, commercial, financial, civil, securities or real estate transaction directly or indirectly related to the object of the company or likely to facilitate its expansion or development.

In addition, the Company reserves the right to adapt its corporate purpose to market trends and emerging technologies as opportunities arise, thus ensuring a flexible and dynamic response to the changing needs of its business environment.

Article 4: Registered Office

The registered office is located at 149 avenue du Maine, 75014 Paris, France. It may be transferred to any other place by simple decision of the Chairman, subject to subsequent ratification by the Extraordinary General Meeting of Shareholders.

Article 5: Duration

The Company is incorporated for a period of ninety-nine (99) years from the date of its registration with the Registre du Commerce et des Sociétés.

Article 6: Financial year

The financial year begins on 1 January and ends on 31 December of each year. Exceptionally, the first financial year shall begin on the date of registration of the company and end on 31 December of the same year.

Commitments and Transparency

Article 7: Technological Innovation, Intellectual Property and Data Processing

Technological Innovation:

The Galax-IA project is part of a forward-looking innovation dynamic in the fields of prompt engineering and artificial intelligence. Under the direct supervision of the Chairman, the company is committed to an agile approach of constant adaptation to strategic developments. While Galax-IA still finds its main development space in accessible platforms such as Notion, its firm short-term objective is to develop a proprietary technological solution. With such a long-term vision, Galax-IA will not only be able to stay at the forefront of technological progress but will also be able to remain independent and autonomous in the provision of its services.

Intellectual Property:

“Galax-IA asserts its exclusive right to all innovations, creations, developments, methodologies, software, prompts, algorithms and other intellectual assets generated in the course of its business. The company undertakes to protect these assets by all appropriate means and in accordance with the legislation in force, thus ensuring a robust defense and rational management of its intellectual property. Intellectual property rights are registered in accordance with legal procedures.

Data processing:

In accordance with the principles of the RGPD and other relevant regulations, “Galax-IA” is committed to the protection and confidentiality of personal data. Recognizing the need to collect and retain certain types of data, such as emails from prospective customers, for the purposes of communication and the provision of services, the company ensures that such collection is carried out with the explicit consent of users and is limited to what is strictly necessary. “Galax-IA is committed to providing users with transparent and controlled management of their information, thus guaranteeing a high level of protection and respect for privacy.

Future development and adaptability:

“Galax-IA adopts a flexible approach to its technological evolution, open to the use of cutting-edge technologies, whether proprietary or the result of strategic collaborations. The company is attentive to market developments and technological advances in the field of Artificial Intelligence and is committed to integrating these innovations to guarantee an up-to-date supply of appropriate solutions for its users. “Galax-IA is thus committed to a continuous effort of strategic innovation and adaptation in order to maintain its competitiveness and leadership in the field of prompt engineering and artificial intelligence.

Article 8: Social and environmental responsibility

Company commitment:

“Galax-IA is committed to operating in a socially, environmentally and economically responsible manner. We strive to integrate sustainable practices into all our activities and promote responsible management of natural and human resources.

Sustainability objectives:

  1. Ecological Footprint Reduction: Implementing measures to reduce our environmental footprint, including optimizing the use of resources, adopting clean technologies, and minimizing waste. Specific targets, such as reducing greenhouse gas emissions by X% within Y years, will be measured, and reported annually.
  2. Ethics and Transparency: Ensure full transparency in our business practices and maintain high standards of ethics and integrity. Ethical audits will be conducted regularly, and the results communicated to stakeholders.
  3. Community Commitment: Contribute positively to the community through initiatives that support education, employment, and health. We will set clear performance indicators for each initiative and communicate the impact in our annual reports.

Responsibility and Reporting:

The Chairman and Chief Executive Officer will present an annual report on social and environmental responsibility to the Annual General Meeting. This report will include quantitative and qualitative indicators that assess the company’s performance against its sustainability objectives and propose improvements where necessary. A summary of this report will also be made publicly available to ensure transparency with our external stakeholders.

Adapting to regulations:

“Galax-IA is committed to remaining proactive in the face of legislative and regulatory developments relating to environmental protection and social welfare. The company will adjust its policies to meet or exceed regulatory requirements and will publish updates on how these adjustments are being implemented.

Management commitment:

Galax-IA’s management is committed to integrating these sustainability objectives into the company’s strategic plans and allocating the necessary resources to achieve them. Progress towards these goals will be reviewed quarterly by the Executive Committee and adjustments to the strategy will be proposed as necessary.

Article 9: Global Commitment to a Respectful and Productive Environment

“Galax-IA is committed to promoting an ethical, responsible and productive working environment for all stakeholders, while maintaining a strong commitment to sustainability and social responsibility.

Compliance with Global Standards:

We adhere to international standards of business conduct, ensuring fairness and ethical behavior in all our interactions. We aim to create a workplace where diversity is valued, and every voice can be heard.

Sustainable development:

As part of our commitment to social and environmental responsibility, we adopt practices that minimize our environmental impact while maximizing operational efficiency. This includes not only reducing our carbon footprint, but also adopting clean technologies and managing our resources efficiently.

Transparency and Integrity:

Transparency is at the heart of our approach, ensuring that all our actions and decisions are clearly communicated and open to scrutiny. We maintain high standards of integrity to ensure that all stakeholders can have confidence in our management and operations.

Responsibility and Innovation:

We take responsibility for the impact of our actions on society and the environment. This commitment translates into continuous innovation in our products, services and operating methods to ensure long-term sustainability.

Community and Educational Involvement:

Our company is an active partner in the community, participating in initiatives that support education and economic development. We are committed to making a positive difference, as measured by clear performance indicators and regular reporting.

Adaptability to regulatory changes:

We actively monitor legislative developments and adapt quickly to meet or exceed regulatory requirements. This ensures not only our compliance but also our leadership in responsible business practices.

Capital and shares

Article 10: Share capital

Variable capital:

The share capital is variable, with an initial capital of two (2) euros, represented by two shares with a nominal value of one euro each, fully subscribed and paid up by the founding partners. Guillaume Komaiski and Cédric Stéphany each subscribe for one share. This capital may vary between a minimum of 2 euros and a maximum of 100,000 euros, without the need to seek the approval of the general meeting for any changes, as long as they remain within these limits.

Capital Increase and Reduction:

The Board of Directors shall have the power to increase or reduce the share capital within the limits specified above according to the company’s needs, without prior consultation of the Shareholders’ Meeting, except for increases or reductions exceeding the maximum or minimum thresholds defined.

Multiple Voting Shares:

To preserve the founders’ control and influence over the company’s strategic direction, shares with multiple voting rights may be issued for specific strategic reasons, such as preventing a hostile takeover or supporting major development projects. The issue of such shares will be subject to the prior approval of the Extraordinary General Meeting, with each founder share conferring ten votes per share compared with one vote per ordinary share for other shareholders.

Share management:

The founders, Guillaume Komaiski and Cédric Stéphany, will have preferential subscription rights to the new shares issued as part of the capital increase, in order to maintain their controlling interest in the company. Any significant change in voting rights or share structure will also require the approval of the Extraordinary General Meeting.

General clause on the operation of Variable Capital:

Galax-IA’s variable share capital provides optimum flexibility to adapt to the company’s financial needs without systematic consultation of the Annual General Meeting, except in cases where changes exceed pre-established thresholds. Any increase or reduction in share capital will respect shareholders’ rights, in accordance with the following provisions:

  1. Shareholders’ rights: Each shareholder has the right to maintain his or her proportionate interest in the share capital, subject to the exercise of his or her pre-emptive right to subscribe to new shares when the share capital is increased.
  2. Effects of changes in share capital: Increases or reductions in share capital will not affect statutory rights or the value of existing shareholders’ shares, except in the event of dilution or consolidation explicitly approved by the Extraordinary General Meeting.
  3. Modification procedure: Any substantial change in capital requiring an increase above the maximum or a reduction below the minimum must be approved by the Extraordinary General Meeting, thus ensuring that all shareholders are duly informed and have the opportunity to participate in the decision-making process.

This general clause is intended to clarify the rules governing variable capital, ensuring transparent and fair management of capital changes while protecting the interests of all shareholders.

Article 11: Form of shares

The Company’s shares must be held in registered form, and are registered in an individual account opened by the Company in the name of the shareholder(s), in accordance with applicable laws and regulations. Any associate may request an account registration certificate from the Company. In addition to the registered letter with recorded delivery, notification of calls for funds may also be sent electronically, to ensure efficient and secure communication.

Article 12: Release of Shares

Shares representing the initial capital and all cash capital increases must be paid up to at least half their par value at the time of the subscription. The remainder must be paid up by the decision of the Chairman within five years of the company’s registration with the Registre du Commerce et des Sociétés. Shareholders are notified of calls for funds at least fifteen days before the payment deadline, by registered letter with recorded delivery or by electronic means.

Article 13: Rights and Obligations Attached to the Shares

Each share entitles the holder to a proportional share in the company’s assets, profits and liquidation surplus. They also confer the right to vote and to be represented at General Meetings in accordance with the provisions of the Articles of Association. Shares are indivisible vis-à-vis the Company. In the event of co-ownership of shares, the co-owners must designate a single representative to exercise their rights. In the event of disagreement over the choice of a representative, the latter may be appointed by order of the President of the Commercial Court acting in summary proceedings. The beneficial owner of shares is entitled to vote on ordinary resolutions, and the bare owner on resolutions amending the Articles of Association, unless otherwise agreed in writing and notified to the Company. This agreement must be sent by registered letter with recorded delivery to the registered office.

Article 14: Transfer and Restriction of Shares

The procedures for transferring shares, notably between associates or to third parties, are governed by the specific clauses set out in these Articles of Association. The transfer of shares to third parties may be subject to prior approval by the Board of Directors to ensure alignment with the company’s strategic objectives. The details of these restrictions will be drawn up to safeguard the long-term interests of the company, while providing the necessary flexibility to welcome new investors.

Article 15: Sale and transfer of shares

Terms and Conditions:

Any transfer of shares to third parties or between associates requires prior approval obtained by a majority vote of the associates at a specially convened meeting. The approval process will be guided by objective criteria, formulated and documented in advance by the Chairman and Chief Executive Officer. These criteria must cover financial and strategic aspects, as well as compatibility with the company’s long-term objectives, taking into account the variable nature of the share capital. Each application for approval will be rigorously assessed, and the result will be communicated within 30 days of full receipt of the application. Decisions, and the corresponding justifications, will be systematically recorded in the Board’s minutes to guarantee total transparency and fairness.

Approval procedure for new shareholders:

To become a shareholder of “Galax-IA”, any potential new investor must submit a detailed application to the Board of Directors. This application must include comprehensive information about the investor’s financial and strategic profile, including the source of funds, previous strategic commitments, and their objectives and plans with regard to their investment in “Galax-IA”. The Board of Directors will evaluate each application according to strict pre-established criteria, which assess the investor’s compliance with the company’s values and strategic vision, including the impact of the investment on the variable control structure of the share capital. Decisions taken will be reasoned and communicated to both the applicant and current associates to maintain the clarity and integrity of the approval process.

Evaluation criteria:

To ensure that new shareholders are aligned with the vision and objectives of “Galax-IA”, the Board of Directors will evaluate each application according to detailed and transparent criteria, including :

  • Strategic alignment: Assessment of the compatibility of the investor’s objectives with Galax-IA’s long-term strategy, including its impact on future innovation and expansion.
  • Impact on Control Structure: Analysis of the potential effect of the investment in the company’s variable control and governance structure, ensuring that it does not unduly alter the current balance of power.
  • Qualifications and Reputation: Verification of the investor’s professional qualifications, reputation in the industry and track record of corporate collaborations and adherence to ethical business practices.
  • Regulatory Compliance: Confirmation of compliance with applicable laws and regulations, including the legality of the source of funds and the fulfillment of regulatory obligations such as background checks.

These criteria will be regularly reviewed to ensure that they remain relevant in the face of market developments and regulatory requirements.

Approval decision:

The final decision to grant or refuse approval rests with the Board of Directors. Each decision must

  • Be Justified: The board is required to provide detailed justifications for any refusal of approval, clearly explaining the reasons for this decision based on the established criteria.
  • Requiring majority approval from the founders: Before becoming effective, every positive approval decision must be approved by a majority of the founders to ensure that the company’s long-term strategic interests are preserved.
  • Be Transparent: The results and justifications of decisions will be openly communicated to all relevant stakeholders to ensure the transparency of the process and maintain the confidence of existing and potential shareholders.

Founder's Veto:

To preserve the long-term strategic vision of “Galax-IA”, the founders have a veto right over any decision to approve potential shareholders. This right of veto is exercised solely to protect the fundamental interests of the company and maintain its strategic direction. The exercise of this right must be motivated by precise and documented considerations, to ensure transparent and equitable governance.

Right of first refusal:

The founders enjoy a right of first refusal on any sale of shares to third parties. This right enables founders to buy back shares offered for sale under the same conditions as those offered to an external buyer, thus guaranteeing the preservation of their control and strategic influence within the company. The conditions for implementing this right, including response times and transaction terms, will be clearly established to ensure smooth, non-discriminatory application.

Poison Pills:

In order to guard against unsolicited or hostile takeover attempts, “Galax-IA” may put in place protective clauses, commonly known as “poison pills”. These mechanisms may include the issue of new shares reserved for founders on advantageous terms, or other arrangements that would make a hostile takeover financially unattractive. Any deployment of such measures must be approved in advance by the General Meeting of Shareholders, and incorporated into the company’s Articles of Association, with a detailed description of the conditions of activation and effects.

Right of first refusal:

Existing shareholders benefit from a pre-emptive right, enabling them to acquire shares offered for sale on the same terms and at the same price as those offered to a potential third-party buyer. This right is designed to preserve the stability and continuity of the shareholder base, and to protect the interests of existing shareholders.

Locking clauses:

Any transfer of shares to non-affiliated third parties must be subject to a lock-up period, during which no transfer is authorized without the unanimous agreement of the founding shareholders. This period is set at three years from the company’s registration.

Drag-Along Clauses:

In the event of an offer to purchase the company at a value in excess of 50 million euros, the majority shareholders can lead the minority shareholders in the sale of all the company’s shares, thus ensuring a collective exit to the benefit of all shareholders.

Tag-Along Clauses:

If one or more majority shareholders sell their shares, minority shareholders will have the right to join in the sale, selling their own shares under the same conditions. This protects minority shareholders by enabling them to exit the company under conditions equivalent to those of majority shareholders.

Exceptions to Approval:

Transfers of shares by inheritance or between spouses, ascendants or descendants do not require prior approval, but must be notified to the Co-Managers and the Board of Directors within a reasonable time prior to the transaction. This exception facilitates succession planning while keeping the company’s management informed.

Procedures and Documentation:

Share transfer procedures, including approval requests and the exercise of pre-emptive rights, must be clearly documented in an internal procedures manual, accessible to all associates for consultation. The approval process and decisions will be documented and archived to ensure transparency. A summary of approval decisions will be presented to the Annual General Meeting of shareholders.

Corporate Governance

Article 16: Appointment and role of senior executives

Appointment and Term of Office:

Chairman and Co-Managing Director: Mr Guillaume Komaiski is appointed Chairman, and Mr Cédric Stéphany is appointed Co-Managing Director. These appointments take effect as soon as the Company is registered with the Registre du Commerce et des Sociétés and are for a term of five (5) years, which is expressly renewable. Appointments are reassessed at the end of each term so that adjustments can be made in line with the changing needs of the Company and the performance of the Directors.

Role, Powers, and Responsibilities:

Representation and Management: The directors act as the company’s legal representatives, responsible for day-to-day management and long-term strategy. They share responsibility for all strategic decisions, requiring consensus to ensure unity of vision. Powers are exercised within the limits of the corporate purpose and the provisions of the Articles of Association.

Evaluations and Compensation:

1. Performance evaluations:
  • Frequency and Assessment Committee: Management performance is assessed annually, or more frequently if necessary, by an independent assessment committee made up of members chosen by the Annual General Meeting. The purpose of this committee is to assess management according to predefined criteria linked to the company’s financial results and strategic objectives.
  • Presentation of results: The results of these assessments are presented to the Annual General Meeting to decide on the continuation or adjustment of the directors’ terms of office.
2. Compensation:
  • Definition and Flexibility of the Review: Executive remuneration is initially set by the Annual General Meeting, based on the company’s performance and financial results. However, this remuneration may be adjusted more frequently than on an annual basis, depending on the results achieved and the company’s economic conditions. Adjustments require the approval of the Annual General Meeting, enabling rapid adaptation to changes in the company’s performance.

Removal, Replacement, and Succession:

  • Removal from office: Directors may be removed from office for serious reasons, such as a significant breach of legal or statutory obligations, prolonged incapacity to perform their duties, or any other serious cause adversely affecting the smooth running of the company, requiring a qualified majority of two thirds of the votes cast at the Annual General Meeting.
  • Proposal for dismissal procedure: A proposal for dismissal must be submitted by at least one third of associates, detailing the serious grounds, and must be carefully examined by a specially constituted committee before being submitted to the Annual General Meeting for approval.
  • Management of Absences and Succession: In the event of temporary incapacity, the other officer assumes the main duties. If the absence or incapacity exceeds 90 days, the General Meeting is convened to discuss interim measures until the return or replacement of the absent officer. In the event of a permanent vacancy, the Annual General Meeting is convened without delay to appoint a successor.

Conflict Resolution:

Between executives: In the event of a major and irreconcilable disagreement between the Chairman and Chief Executive Officer,  on strategic issues, external mediation may be requested. If mediation fails, a General Meeting of associates is convened to settle the dispute by a majority of votes of associates present or represented.

Article 17: Governance, Administration and Powers of the Co-Managing Partners

Co-management principle and governance structure:

  • Co-management: Galax-IA is jointly managed by the Chairman, Guillaume Komaiski, and the Co-Managing Director, Cédric Stéphany. This democratic collaboration is based on mutual trust and a balanced distribution of strategic, operational and financial responsibilities. The specific roles of each codirector are documented and reviewed annually to adapt to operational needs and market developments.
  • Executive Committee: Assisted by an Executive Committee made up of the Co-Managing Directors and the heads of each major department, the Co-Managing Directors oversee operational strategy and the assessment of changes in share capital, ensuring alignment with long-term strategic objectives and shareholders’ interests.

Decision-making powers and mechanisms :

  • Scope of powers: The Chairman and Chief Executive Officer are vested with the broadest powers to act on behalf of the company, within the limits of the corporate purpose and subject to the powers granted to the Annual General Meeting. Major decisions, such as mergers or acquisitions and significant changes in capital, require specific approval by the Annual General Meeting, with a qualified majority of 75%.
  • Collaborative Decision Process: All major decisions are made after joint evaluation and mutual verification to ensure accuracy and fairness. Disagreements are handled initially through in-depth dialogue, followed if necessary by formal mediation.

Strategic Monitoring and Assessment:

  • Monitoring changes in share capital: The Executive Committee monitors all proposed changes in share capital to ensure that they are aligned with long-term objectives. Prior to any proposed increase or reduction, a detailed assessment of the potential impact on the company is carried out.

Conflict Resolution and Power Limits:

  • Conflict resolution: In the event of persistent disagreement between the Co-Managing Partners on major strategic decisions, the dispute shall, after an attempt to resolve it through mediation, be submitted to the General Meeting for a decision.
  • Limits and control: The Limits of the Co-Managing Partners’ powers are precisely defined to avoid any commitment on the part of the company that might go beyond its corporate purpose, or against the directives of the Annual General Meeting. Any action exceeding these limits requires the explicit approval of the General Meeting.

Article 18: Statutory Auditors

One or more Statutory Auditors and one or more Deputy Statutory Auditors shall be appointed by the sole shareholder or by the General Meeting of Shareholders, acting in accordance with the conditions laid down for ordinary resolutions, as soon as it is established that the criteria set out in the legal and regulatory provisions have been met.

Article 19: General Meetings and Collective Decisions of Shareholders

Function, Convening and Participation Procedures:

  • General Meetings: – They constitute the supreme deliberative body of “Galax-IA”, meeting to discuss strategic orientations and supervise the adaptive management of the company. They may be held in person or by remote communication, in accordance with the Articles of Association and the regulations in force, guaranteeing the effective participation of all shareholders..
  • Convening: Ordinary General Meetings are convened at least fifteen days in advance. Extraordinary General Meetings are convened five days in advance for matters requiring a rapid response in accordance with the Articles of Association and the law. Meetings are convened by any means that ensures receipt by all shareholders.

Chairing and Conduct of Meetings:

  • Chairmanship: Meetings shall be chaired by the Chairman or, in his absence, by the Co-Chairman. The chairperson shall moderate the discussions, present the agenda and ensure the smooth running of the meeting..
  • Procedures: Meeting procedures are designed to ensure transparency and fairness. Decisions are documented in minutes made available to all associates within seven days of the meeting, in accordance with legal requirements.

Decisions and Quorums:

  • Collective decisions: Resolutions are passed at General Meetings or by written consultation in accordance with the Articles of Association. The quorum required for ordinary resolutions is more than half of the votes of the shareholders, and for extraordinary resolutions a quorum of two thirds is required, with resolutions being adopted by a two-thirds majority of the votes cast.
  • Special voting rights: In accordance with the Company’s Articles of Association, special voting rights may be granted to the founders for decisions that have a significant impact on the management and strategy of the Company.

Transparency and archiving:

  • Documentation: All decisions and deliberations are systematically documented and a detailed report is available to all associates, ensuring clear and transparent governance.

Responsiveness and flexibility:

  • Reduced quorum and rapid response: For certain Extraordinary General Meetings, in particular those dealing with emergencies affecting share capital or other critical decisions, the quorum may be reduced in accordance with the Articles of Association to allow for quick and efficient decision-making in response to urgent situations.

Article 20: Protection of Founders

Founders' Stability Clause:

No significant change in the executive roles or strategic responsibilities of the founders can be made without the unanimous consent of the founders. This requirement is intended to ensure continuity and stability in the strategic vision and management of Galax-IA. Decisions that could have a significant impact on the structure or strategy of the company, including those related to significant changes in the share capital as part of its variable aspect, must also be approved by all the founders before being submitted to an Extraordinary General Meeting.

Voting Rights Protection:

In order to preserve the strategic control of the founders, any change in the multiple-voting rights attributed to the founders, as well as any increase or decrease in the share capital that could dilute their control, requires the unanimous approval of the founders. In addition, these changes must be ratified by a qualified majority of 75% of the votes cast at an Extraordinary General Meeting. These measures ensure that important changes receive broad support while protecting the fundamental interests of the founders.

Implementation and Limitations:

The provisions of this article are designed to maintain consistent governance and stable strategic management, while allowing the necessary flexibility to respond to market challenges and opportunities. They are in line with the legal requirements for Sociétés par Actions Simplifiées (SAS) and aim to balance the rights of the founders with those of the other shareholders, thus ensuring the integrity and strategic autonomy of management while respecting the legal structure and operation of variable capital.

Article 21: Business Continuity Succession Plan

General principles:

“Galax-IA recognizes the critical importance of succession planning to ensure continuity and operational stability. The succession plan covers the Chairman, Co-Managing Director and key positions identified by the Executive Committee, including non-emergency transition scenarios such as planned retirement or strategic role changes.

Identifying and Preparing Successors:

  • Identification of key positions: Periodically, positions with a significant impact in terms of governance, strategy and operational continuity are identified for succession planning.
  • Talent Assessment and Development: Annual talent assessment to identify potential successors. Development programs include training, mentoring and job rotation and are clearly defined with realistic objectives to avoid open-ended commitments.

Succession process:

  • Transition plan: For each key position, a transition plan details the stages in the transfer of responsibilities and the training required. Interim measures are clearly defined and temporary in the event of a sudden vacancy due to death or incapacity.
  • In-depth Development Programs: Increased training and development initiatives for identified successors, including enhanced management experience and direct mentoring by current managers.

Communication, Validation, and Plan Review:

  • Internal and external communication: Details of the succession plan are clearly communicated throughout the business. Strict confidentiality measures are in place to protect sensitive information.
  • Validation by the Annual General Meeting: Succession plans, particularly those affecting founders and senior management positions, require presentation to and approval by the Annual General Meeting.
  • Annual Review and Adjustments: The plan is reviewed annually and adjusted according to the company’s feedback and changing needs.

Special cases:

  • Temporary authority in the event of death or incapacity: In the event of the death or incapacity of the Chairman or Co-Managing Director, specific guidelines, including the conditions and duration of temporary authority granted to another senior executive, are included to maintain operations without disruption. This authority is strictly limited to urgent operational decisions and requires close supervision by the Board of Directors.

Article 22: Internal communications and external advertising

Partners' right of communication:

  • Each associate has the right to obtain, on request, all documents and information required to make an informed decision. This includes :
    • Updated company Articles of Association.
    • Annual financial statements, including balance sheet, income statement and notes.
    • Statutory auditors’ reports and any other documents presented at shareholders’ meetings.
    • Minutes of shareholders’ meetings and powers of attorney.
  • Documents must be made available at least fifteen (15) days before any general meeting, thus ensuring that associates have the time they need to prepare properly.

External advertising:

The Chairman, or any person designated by him, is responsible for carrying out all legal formalities relating to the registration and publication of the company, in particular :

  • The insertion of the incorporation notice in a legal gazette in the department where the registered office is located.
  • The guarantee that all publicity formalities are carried out in accordance with legal requirements, ensuring the validity and legal recognition of the company.

Communication procedures:

  • All important internal and external communications must be documented and archived in accordance with current legal requirements.
  • The procedures for convening, holding and conducting meetings must meet standards of transparency and fairness, with minutes made available to all associates within an appropriate timeframe after each meeting.

Reactivity and Adaptability:

Invitations to Extraordinary General Meetings can be issued at short notice in cases of urgent need, enabling rapid decision-making on critical issues such as changes in share capital or other major strategic decisions.

Finance and Operations

Article 23: Financial transactions and regulation of share capital

Financial and Operational Management:

  • Opening and managing a bank account: Galax-IA maintains a separate bank account for day-to-day operations, clearly separated from the share capital account. This account is funded by business income, partners’ contributions and external financing. Significant transactions require the joint authorization of the co-directors, with criteria for significant transactions clearly documented.
  • Budget and financial monitoring: A detailed budget is drawn up annually and revised quarterly. The Chairman and Chief Executive Officer assisted by a chartered accountant, supervise adherence to the budget. Quarterly budget monitoring meetings are held to adjust the budget in line with the company’s actual performance.

Changes in share capital:

  • Variable nature of capital: Share capital is variable, with a minimum of 2 euros and a maximum of 100,000 euros. Capital management is adapted to meet the company’s needs without the need for an Extraordinary General Meeting, as long as the capital remains between these thresholds.
  • Capital Increases and Reductions :
    • Share issues and incorporation of reserves: to finance development or seize market opportunities, and by conversion of reserves into capital.
    • Capital reduction: Possible, provided that it does not fall below the set minimum, with share buy-backs for cancellation subject to approval by the Extraordinary General Meeting.
  • Flexibility and Capital Management: The Chairman and Chief Executive Officer have the authority to modify the nominal value or number of shares to suit business requirements.
  • Preferential subscription rights: maintained for shareholders unless otherwise decided by the Extraordinary General Meeting.

Transparency and Communication:

  • Report on Changes in Capital: A report detailing each change in capital is prepared by the Chairman and Chief Executive Officer and presented to the Annual General Meeting of Shareholders to ensure transparency.

Article 24: Inventory and annual financial statements

At the close of each financial year, the Chairman, or any other designated officer, is responsible for drawing up an inventory of all the Company’s assets and liabilities. On this basis, the annual financial statements comprising the balance sheet, income statement and notes will be prepared in accordance with current accounting standards. These financial documents are made available to our chartered accountant, “Implid”, located at 12 Route de Coubon, 43700 Brives-Charensac, for review and validation under the conditions defined by law. The annual financial statements are then submitted to the shareholders for approval at a general meeting convened within six months of the end of the financial year.

Article 25: Allocation and distribution of earnings

After the close of the financial year and approval of the annual financial statements, the profit available for distribution is determined by the net profit for the year, less any losses carried forward and plus any retained earnings. The distribution of profits is decided by the sole shareholder or the general meeting of shareholders. This distribution may include dividends, transfers to various reserve funds or retained earnings. In accordance with legal provisions, no dividend may be distributed if shareholders’ equity is or would have become less than the amount of the share capital. Shareholders may also decide to make exceptional distributions from reserves, clearly specifying the reserves used.

Article 26: Remuneration policy and distribution of profits

Executive compensation:

  • Flexible review of remuneration: The Remuneration of the Chairman and Co-Managing Director is subject to review by the General Meeting of Shareholders, based on the company’s financial performance. This review can be adjusted according to the company’s needs, allowing optimum responsiveness to variations in performance or market conditions. Review criteria will include net profits, sales growth, and other predefined key performance indicators, favoring continuous and adaptive evaluation.
  • Performance-based bonuses: A flexible bonus system is established to reward specific achievements and significant contributions to the company’s success. These bonuses are linked to financial targets, innovation, market expansion, or other strategic objectives, established and adjusted annually by the Annual General Meeting.
  • Stock Options and Variable Shares: Stock options or variable shares are offered to executives, aligning their interests with those of the company’s long-term growth. Plans are flexible and regularly reviewed by the Annual General Meeting to ensure that they remain aligned with the company’s strategic objectives and performance.

Distribution of profits:

  • Profit recognition and distribution: Following approval of the annual financial statements and confirmation of the existence of distributable profits by the Annual General Meeting, profits are distributed in accordance with accounting guidelines and after covering previous losses and any necessary reserves.
  • Specific allocation for founders: 50% of distributable profits are allocated to each founder. This policy can be adjusted in line with fluctuations in share capital to ensure that the allocation remains fair and relevant to the variable capital structure.
  • Allocation of remaining profits: Remaining profits are allocated to reserves for company development or strategic investments, with decisions taken at the Annual General Meeting, based on the company’s current and future needs.
  • Profit-sharing plans for employees and associates: A portion of profits is set aside for profit sharing or incentive plans for future associates and employees, aligned with predefined performance criteria. These plans are flexible and adjusted in line with changes in share capital and the company’s strategic objectives.
  • Transparency and approval: All decisions relating to remuneration and profit distribution are presented and approved at the Annual General Meeting, guaranteeing total transparency and shareholder support.

Compliance and Ethics

Article 27: Regulated agreements and integrity of information

Regulated agreements:

  • Control and reporting: In accordance with Article L. 227-10 of the French Commercial Code, all agreements between the company and its directors or related parties must be rigorously controlled. The Chairman, or any other person involved, is required to inform the statutory auditor of such agreements within one month of their conclusion. A report detailing the conclusion and execution of these agreements is then presented to the shareholders for approval at the Annual General Meeting.
  • Liability in the event of non-approval: If an agreement is not approved but has been executed, the person responsible, as well as the Chairman and other officers, may be required to compensate the company for any financial loss suffered, as stipulated by Articles L. 225-43 and L. 227-12 of the French Commercial Code.

Protection of Confidential Information and Business Secrets:

  • Definition and Obligation: Confidential information includes all non-public data such as strategies, financial data, documents, analyses and customer lists. All associates, officers, employees and consultants are required to keep such information confidential during their period of employment and for five years thereafter, in order to protect the strategic interests of “Galax-IA”.
  • Security measures: Robust measures are in place to protect this information, including strict security policies, the use of encryption systems, access controls, and confidentiality training. Non-disclosure agreements are required from all third parties with access to sensitive information.

Penalties for Violations:

  • Legal Actions: The company reserves the right to take legal action against any party who violates confidentiality obligations. This may include civil action to obtain damages, and criminal action, if necessary, to ensure the protection of information and prevent recurrence.

Article 28: Amendments to the Articles of Association

Amendment initiative: Any amendment to these Articles of Association may be proposed by the Co-Managing Partners or by a defined percentage of associates (e.g. 10% of shares). Such proposals must be submitted to the Extraordinary General Meeting of associates.

Types of Amendments and Majorities Required:

1. Simple majority:
    • Minor changes that do not alter the company’s structure or strategic objectives, such as updating company contact details, non-substantial wording adjustments, and updates required for regulatory compliance that do not alter associates’ rights.
2. Qualified majority of 75% of votes:
    • Changes affecting the company’s governance, shareholders’ voting rights, share capital (in particular adjustments to the minimum or maximum variable capital threshold), the company’s strategic objectives, and any change that could significantly influence the distribution of control or the company’s operations.
    • Modifications involving changes to founders’ protection clauses, pre-emption rights, share transfer conditions, and drag-along or tag-along clauses.

Proposal and Approval Procedure:

  • Initiative: Any proposed amendment must be initiated either by the Co-Managers or by a specified percentage of associates.
  • Preliminary review: All proposed changes will be subject to a preliminary review by the Board of Directors to assess their potential impact on the company and their consistency with the company’s long-term objectives.
  • Presentation to the General Meeting: Amendments approved by the Board of Directors will then be presented to the General Meeting for a vote, with a clear distinction made between those requiring a simple majority and those requiring a qualified majority.

Safeguard clause:

The “Galax-IA” Articles of Association are implemented in compliance with applicable laws and regulations. In the event of legislative, regulatory or case law changes affecting the provisions of the Articles of Association, the Chairman and Chief Executive Officer are authorized to make temporary adjustments, subject to the following conditions:

  • Limitation of Temporary Powers: Only minor changes necessary to maintain legal compliance may be made. Major strategic or structural changes require the approval of the Extraordinary General Meeting.
  • Oversight mechanism: An independent committee or external legal advisor must approve temprary adaptations before they are implemented.
  • Mandatory report: The Chairman and Chief Executive Officer must submit a detailed report to the Extraordinary General Meeting on any use of the safeguard clause, including a justification of the reasons and measures taken.
  • Limited period of validity: Amendments expire automatically unless ratified by an Extraordinary General Meeting within a specified period.
  • Right of veto: Associates have a right of veto over temporary modifications, being able to reject them at any time before their official ratification.

Communication and Documentation:

  • Transparent communication: Any proposed changes will be transparently communicated to all associates, with a detailed explanation of the reasons and expected impacts of the change.
  • Documentation and archiving: Approved changes will be accurately documented and archived. Updated Articles of Association will be accessible to all associates and recorded in accordance with legal requirements.

Article 29: Expenses, Commitments on behalf of the Company and Mandate

In accordance with the law, the Company will not be a legal entity until it is registered with the Registre du Commerce et des Sociétés. Expenses, duties and fees relating to the formation of the Company, as well as costs arising from the necessary steps, will initially be advanced and paid by the sole shareholder or by the shareholders acting on behalf of the Company in formation. These costs will be reimbursed in full by the Company to the partners concerned as soon as the Company is registered. As from the date of registration, all future costs will be borne directly and in full by the Company, and the signing of these Articles of Association will be deemed to constitute the assumption of the commitments made on its behalf from the outset.

A statement of the acts performed on behalf of the Company in formation is appended hereto as Appendix 1. These acts will be fully taken over by the Company when it is registered. Pending completion of this formality, the shareholders hereby authorize the Chairman to enter into the necessary commitments in the name and on behalf of the Company, as described and specified in Appendix 2. These commitments will be taken over by the Company as soon as it is registered, thereby guaranteeing the continuity of operations already underway. Any commitment resulting from an imprecise mandate must be ratified after registration by the sole shareholder or the general meeting of shareholders.

Risk Management and Conflict Resolution

Article 30: Management of unforeseen situations and business continuity

Business Continuity Plan (BCP):

“Galax-IA” implements a detailed Business Continuity Plan, formalized in the company’s internal documents and approved by the General Meeting. This plan identifies the essential functions and resources required to ensure operational continuity in the event of major crises such as natural disasters, technological interruptions or health emergencies. The BCP specifies the preventive and reactive measures to be adopted for each type of crisis envisaged.

Crisis Management Committee:

A Crisis Management Committee, comprising the Co-Directors and key members designated in the Articles of Association, is responsible for activating and overseeing the BCP. The roles, responsibilities and activation procedures of this committee are clearly defined to ensure a rapid and organized response in the event of a crisis.

Crisis Communication:

RGPD-compliant internal and external communication protocols are established to ensure the rapid and secure dissemination of information in crisis situations. These protocols detail procedures for communicating with employees, customers, suppliers and the public, taking care to protect personal data and the company’s reputation.

BCP Exercises and Reviews:

Crisis simulations are organized at least once a year to test the effectiveness of the BCP, with the participation of all employees involved. The plan is reviewed and adjusted after each exercise or real incident, to incorporate lessons learned and changes in the operating environment. Test results and changes to the BCP are systematically reported to the Annual General Meeting.

Backups and redundancy:

Redundancy measures for critical systems and regular backups of important data are in place. These measures comply with ANSSI recommendations to guarantee the security and availability of critical infrastructure in all circumstances.

Responsibility:

The Chairman and Chief Executive Officer are expressly responsible for implementing and maintaining the BCP. They must report annually to the Annual General Meeting on the company’s crisis preparedness. An external audit of the BCP’s robustness and effectiveness may be carried out periodically by an independent auditor to ensure objectivity and transparency of assessment.

Financial Resilience and Variable Capital:

The Chairman and Chief Executive Officer will ensure that variable capital management is aligned with the requirements of the Business Continuity Plan, in order to maintain a sufficient cash reserve to meet urgent needs in the event of a crisis. This far-sighted management enables financial resources to be rapidly adapted to unforeseen requirements, ensuring that essential operations can continue without significant interruption even during major capital fluctuations. The details of this financial strategy will be regularly reviewed and adjusted in line with risk assessments and crisis simulations to ensure optimum preparedness.

Article 31: Dispute Resolution and Arbitration Clause

In order to prevent and constructively manage disagreements between associates and within management, “Galax-IA” implements a comprehensive conflict management framework, including the following elements:

  1. Conflict Prevention :
    • Training and awareness raising: Regular training sessions in effective communication, negotiation and conflict resolution are organized for managers and shareholders, to strengthen cohesion and prevent conflict.
    • Transparent Governance Policies: Policies are adopted to ensure transparency of decisions and operations, reducing misunderstandings and tensions through clear and open communication at all levels.
  2. Dialogue Direct :
    • In the event of disagreement, open dialogue is encouraged between the parties concerned, facilitated by a neutral figure (the Chairman or a designated mediator), especially in cases of potential conflict of interest.
  3. Mediation :
    • Internal: A neutral committee, made up of Board members not involved in the conflict, is tasked with facilitating communication and proposing amicable solutions.
    • External: If internal mediation fails, a professional and independent external mediator may be called in, with the approval of both parties, to guarantee impartiality.
  4. Structured Mediation Procedures :
    • Mediation must begin within 30 days of the formal request, with a commitment from the parties to actively cooperate to reach a resolution within 60 days, to ensure a rapid and effective outcome.
  5. Refereeing:
    • Arbitration clause: Should mediation fail, all disputes or claims, including those concerning the validity, interpretation, performance or termination of the company’s Articles of Association, will be resolved exclusively by arbitration. This also includes disputes relating to the decisions of the company’s governing bodies or the actions of its officers.
    • Procedure: The arbitration will be conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC), in the French language, in Paris, France. Arbitrators will be selected with the agreement of the parties to guarantee impartiality and competence.
    • Arbitral award: Arbitral awards are final and binding, and must be enforced immediately. In the event of non-compliance, enforcement may be judicially imposed.
    • Confidentiality: Strict confidentiality regarding the existence and content of the arbitration, except for the purposes of enforcement or legal challenge.
  6. Jurisdiction :
    • Disputes not resolved by arbitration may be brought before the competent courts located at the company’s head office, ensuring resolution in accordance with legal frameworks.
  7. Roles and selection of mediators and arbitrators :
    • Mediators and arbitrators will be selected according to strict criteria of competence and impartiality, with a transparent procedure approved by all parties involved.
  8. Adapting to change :
    • A review clause is included to enable conflict resolution policies to be adapted periodically in line with the company’s changing needs and feedback.
  9. Protection and fairness:
    • Preventive measures are established to protect against the abuse of dispute resolution procedures, ensuring fairness and integrity throughout the process.
  10. Privacy policy :
    • Confidentiality is imperative during all phases of dispute resolution, including mediation and arbitration, to protect sensitive information and maintain the integrity of the parties involved.
  11. Documentation and Process Review :
    • Archiving: Detailed documentation and archiving of each process step for future reference and continuous improvement of procedures.
    • Annual Review: Annual assessment of the effectiveness of resolution mechanisms to adjust practices based on feedback and results.
  12. Climbing mechanisms :
    • If resolution by mediation or arbitration fails, escalation to the Extraordinary General Meeting is planned for a final democratic resolution, with a detailed presentation of the conflicts and previous attempts at resolution.
  13. Right of judicial review :
    • The possibility of seeking a judicial review to ensure that decisions comply with the Articles of Association and French legislation, ensuring transparency and justice for all parties.

Global Commitment:

Commitment to resolving all conflicts effectively and fairly, minimizing disruption and supporting a respectful and productive working environment for all stakeholders.

Strategy and Expansion

Article 32: International development and long-term strategy

Valuation objective:

The company is aiming for ambitious international development, with a target valuation of 10 billion euros. This strategy is in line with Galax-IA’s overall objective of growth and expansion.

Authorization and Limitations of Co-Directors :

The Chairman and Chief Executive Officer are authorized to take all necessary measures to achieve the international development objectives of “Galax-IA”, in compliance with the corporate purpose and the financial limits predefined by the Articles of Association. These limits are particularly influenced by the variable nature of the share capital, requiring extra vigilance when planning fundraising and other significant financial commitments. Measures may include the conclusion of strategic agreements, the opening of subsidiaries, and fund-raising operations, with each major initiative exceeding a predefined threshold subject to approval by the General Meeting of Shareholders. This threshold is dynamically adjusted in line with fluctuations in share capital to allow flexible management while safeguarding shareholders’ interests.

Approval of the Annual General Meeting:

All major commitments that exceed a threshold specified in the Articles of Association, or that could significantly influence the company’s structure or financial strategy, must be approved by the Annual General Meeting of Shareholders. This threshold will be determined according to the nature and size of the operations envisaged, and will reflect the need to safeguard shareholders’ interests while allowing flexible, responsive management.

Progress reports:

Regular progress reports will be presented to the Annual General Meeting of Shareholders to ensure transparency and continued alignment with the company’s strategic objectives. These reports will include updates on the progress of international development initiatives, challenges encountered and strategic adjustments required. They will facilitate proactive governance and adaptation to global market dynamics.

Periodic review of strategies and Articles of Association:

Given the ambition of the international development project and the uncertainties of global markets, a clause will be included for a periodic review of the strategies and Articles of Association every three years, or more frequently if necessary, depending on economic developments and market opportunities. This review will be carried out in conjunction with expert advice and subject to the approval of the General Meeting of Shareholders to ensure that the Company’s actions remain consistent with its long-term objectives and the interests of its shareholders.

Article 33: Entry of New Investors

Preservation of the Founders' Interests:

The entry of new investors will take place while preserving the significant influence of the founders on the strategic decisions and governance of Galax-IA. Specific measures will be taken to ensure that this influence remains proportional to their adjusted stake in the variable share capital, without compromising the rights of other shareholders and respecting the principle of equality between all shareholders.

Right of first offer:

Before the capital is opened up to outside investors, the founding and current shareholders will have a pre-emptive right to subscribe to the new shares, enabling them to maintain or increase their proportional share of the variable capital. The terms and conditions of this right will be determined in order to ensure fairness and respect for fluctuations in the share capital.

Entry requirements:

The terms of entry for new investors, including the valuation of the Company and the terms of the investment, will be determined by an independent valuation and will be subject to approval by a qualified majority at an Extraordinary General Meeting. The rights attached to the new shares will be consistent with the variable capital structure as defined in the Company’s Articles of Association and Shareholders’ Agreement.

Shareholder agreements:

The introduction of new investors will require the updating of existing shareholders’ agreements or the creation of new ones to clearly define the rights and obligations of all parties. These agreements will include exit, pre-emption, drag-along and tag-along clauses designed to protect against undue dilution of existing partners’ shares and to ensure a fair exit where necessary, considering the variable nature of the capital.

Transparency and Communication:

Transparent and comprehensive communication will be ensured throughout the process of introducing new investors. Relevant information, including details of proposed transactions and their potential impact on the variable capital structure, will be provided to shareholders to enable them to make informed decisions. This communication will include discussions at general meetings and regular updates through the company’s official communication channels.

Closing of the Company

Article 34: Dissolution and liquidation

Dissolution decision:

“Galax-IA” may be wound up by a decision of the Extraordinary General Meeting of Shareholders in accordance with the applicable legal and statutory provisions. This decision requires a qualified majority of two thirds of the shares, in accordance with articles L227-1 et seq. of the French Commercial Code. It is important to note that the voting will take into account the fluctuations in the variable share capital, ensuring that all decisions reflect the current capital structure.

Liquidation process:

In the event of dissolution, the liquidation will be carried out in accordance with the provisions of the French Commercial Code relating to the liquidation of simplified joint stock companies. The Chairman, or in his absence a qualified professional liquidator, is responsible for overseeing this process. The liquidator appointed by the Extraordinary General Meeting must have the necessary skills and experience to ensure an efficient liquidation in compliance with legal standards. The liquidation process will also have to consider the variable nature of the capital in order to adjust the necessary steps.

Role of the Liquidators:

The liquidators will be responsible for realizing the company’s assets, paying its debts, and distributing any surplus among the shareholders. They will have to act in strict compliance with the instructions of the Extraordinary General Meeting, ensuring the integrity of the process and the protection of shareholders’ interests, while respecting the limits of the variable capital.

Distribution of Liquidation Profits:

Any liquidation surplus shall be distributed among the unitholders in proportion to their holdings in the share capital, unless otherwise unanimously agreed by the unitholders. This distribution must comply with the provisions of the Articles of Association and the law and ensure an equitable distribution of the remaining assets. The distribution must also take into account adjustments to the variable capital to fairly reflect each unitholder’s shareholding at the time of liquidation.

Article 35: Final provisions

Managing unresolved questions:

Any matter not expressly provided for in these Articles of Association shall first be dealt with by the Chairman and Chief Executive Officer in accordance with the powers conferred on them by these Articles of Association and the French Commercial Code. Such matters may include adjustments necessary to comply with legislative or regulatory developments or changes, relating to the variable share capital. The Chairman and Chief Executive Officer will ensure that any adjustments are made in a manner that respects the fluctuations of the share capital and the principles of good corporate governance.

Decision-making by the co-directors :

Decisions taken by the Chairman and Chief Executive Officer on outstanding issues must be provisional and subject to ratification by the shareholders at the first Extraordinary General Meeting following their adoption. These decisions, in particular those concerning variable capital, must be taken in consultation, taking into account not only the principles of good governance but also the interests of the Company and its flexible capital structure.

Ratification process:

The ratification of resolutions by the Extraordinary General Meeting requires compliance with quorum and qualified majority procedures in accordance with the law and the Articles of Association. This includes decisions relating to variable capital, where a detailed presentation of the measures taken, the reasons for them and their impact, on the capital structure, is made to ensure transparency and enable an informed debate.

Commitment to Transparency:

The Chairman and Chief Executive Officer are committed to maintaining full transparency in the management of outstanding issues and communicate regularly with associates on relevant developments, decisions taken and their impact on variable capital. This ensures that all partners are informed and involved in key decision-making processes, including potential changes to share capital.