01/2007 CORPORATE BY-LAWS OF MICROBANK DE “LA CAIXA

[on exclusive notepaper for notarial documents]
01/2007
[rubber stamp: SPANISH MINISTRY OF ECONOMIC AFFAIRS AND FINANCE – Treasury and Financial Policy
Directorate-General]
[rubber stamp: NOTARY’S OFFICE OF TOMAS GIMENEZ DUART – BARCELONA]
CORPORATE BY-LAWS OF
MICROBANK DE “LA CAIXA”, S.A.
TITLE I
NAME, REGISTERED OFFICE AND DURATION
Article 1. NAME. The company is named MICROBANK DE “LA CAIXA”,
SOCIEDAD ANONIMA, and shall be governed by these by-laws, and in all
matters where these by-laws should be silent, by the Spanish legislation
governing financial institutions, as well as by the Spanish Companies Act and all
mercantile regulations applicable in general terms.
Article 2. REGISTERED OFFICE. The Company shall have its registered office at
Avenida Diagonal 621-629, Barcelona, which may be moved to another address
following a resolution of the General Meeting. Any change of address within the
same municipal district shall only require a resolution of the Board of Directors.
Article 3. BRANCH OFFICES. Following a resolution of the Board of Directors,
the Company may set up, and where appropriate, relocate or close down, such
branch offices, agencies, delegations, or representations as it may consider
appropriate in the corporate interests, both in Spain and abroad, subject under
all circumstances to the regulations in force governing this matter.
Article 4. DURATION. The Company shall have perpetual succession, and it
commenced trading on the date stated in the deed of incorporation.
TITLE II
CORPORATE PURPOSE
Article 5. CORPORATE PURPOSE. The purpose of the company shall be the
receipt of funds from the public in the form of irregular deposits or other similar
forms, in order for the company (directly) to apply the said funds to active loan
and microloan transactions, i.e. the grant of loans with no in rem guaranty, with
the aim of funding small business initiatives by natural or juristic persons
who/which, given their socio-economic circumstances, would find it difficult to
access traditional bank lending; and also other investments, with or without
pledge, mortgage, or any other kinds of guaranties, in accordance with the law
and mercantile practice, providing clients with trade, transfer, custody, and
brokerage services and others related thereto, in line with its business agency
activity.
Likewise, it may perform all business activities and undertakings relating to
banking, the stock market, securities, and lending as considered appropriate in
the interests of the company and which are allowed and authorized by banking
practice and the regulations in force.
TITLE III
CORPORATE CAPITAL AND SHARES
Article 6. CORPORATE CAPITAL. The corporate capital shall be FIFTY MILLION,
NINE HUNDRED AND NINETY-FIVE THOUSAND AND FIFTY-FIVE EUROS,
TWENTY CENTS (EUR 50,995,055.20), and it is represented by NINE HUNDRED
AND SIXTY-ONE THOUSAND, TWO HUNDRED AND SIXTY-FOUR (961,264)
registered shares, represented by share certificates which may be multiple,
registered, or ordinary, with a par value of FIFTY-THREE EUROS AND FIVE
CENTS (EUR 53.05) each one, numbered consecutively from ONE to NINE
HUNDRED AND SIXTY-ONE THOUSAND, TWO HUNDRED AND SIXTY-FOUR,
each inclusive. All shares have the same value and confer the same voting and
economic rights on their owners, and no remuneration or special treatment of
any kind has been reserved for the founders.
The shares are fully subscribed and paid up.
Article 7. SHARES. The shares shall be issued from a share-receipt book, shall
feature all information required by article 53 of the Spanish Companies Act, and
shall be authorized by the signature of a Director. The Company may issue
multiple share certificates with such characteristics as are allowed by law.
The shares shall be registered in a special ledger in which all subsequent
transfers and the creation of any in rem rights over them shall be recorded.
The Company may issue provisional receipts and registration certificates in
nominative form, on which the same legal requirements as apply to share
certificates must be stated.
Shares may be transferred to foreign nationals as allowed by law at any given
time.
Article 8. SHAREHOLDER RIGHTS. Shares confer the status of shareholder on
their legitimate holders, who are to enjoy the following rights, inter alia:
a) To receive a proportionate share of any profits that the company may decide
to distribute, and of any residual assets in the event of liquidation.
b) To have a right of first refusal over newly-issued shares in a capital increase.
c) To attend the General Meetings, with the right to speak and to vote, after
first having complied with the requirements laid down by law and in these bylaws in order to exercise the said rights, and provided that no calls on the
shares are owing.
d) To be entitled to pursue actions that seek to challenge or set aside corporate
resolutions, or that seek to hold the Directors to account, as allowed by law.
e) To receive information, as allowed by law.
Article 9. INDIVISIBILITY OF THE SECURITIES. The shares are indivisible and
in the event of co-ownership, the co-owners must designate one single person
to exercise shareholder rights, and they shall be jointly and severally liable as
against the Company for all obligations arising from the status of shareholder.
The heirs and creditors of the shareholders may not, under any circumstances,
apply for judicial receivership of the Company’s assets, or become involved in
the administration of the Company. Likewise, creditors may not, even in the
event of the bankruptcy of the shareholder, exercise any rights other than to
distrain and thus receive what may be due to the debtor shareholder in the
form of profits or proceeds of liquidation.
Article 10. USUFRUCT AND PLEDGE OF SHARES. In the event of usufruct or
pledge of Company shares, the provisions of the Spanish Companies Act shall
apply. The existence of a usufruct rights or pledge over any shares must at all
times be notified to the Company and recorded in the share ledger.
Article 11. BINDING NATURE OF THE COMPANY BY-LAWS AND OF THE
DECISIONS OF THE CORPORATE BODIES. Share ownership automatically
entails the shareholder’s conformity with and acceptance of these by-laws, his
agreement to abide by the legitimate decisions of the General Meetings and the
decisions of the representative bodies of the Company (without prejudice to the
statutory right to challenge such decisions), and also the duty to comply with all
other covenants derived from the deed of incorporation or resulting from the
application or interpretation of these by-laws, even in the case of shareholders
who are minors, incapacitated, absent, or dissenters.
TITLE IV
REGIME AND ADMINISTRATION OF THE COMPANY
Article 12. CLASSES OF CORPORATE BODIES. The Company shall be governed,
administered, and represented, within the limits of their respective powers, by
the following bodies:
a) The Shareholders General Meeting.
b) The Board of Directors.
The powers, rights, and duties of the said bodies shall be as laid down by law
and in these by-laws.
CHAPTER I
THE SHAREHOLDERS GENERAL MEETING
Article 13. GENERAL MEETING. The Shareholders General Meeting, duly
convened and quorate, expresses the will of the Company and its resolutions,
approved in accordance with the law and these by-laws, which shall be binding
on all shareholders, including dissenters and those who have not attended the
Meeting, without prejudice to any actions brought to challenge or invalidate
corporate resolutions, or to the exercise, where appropriate, of the
shareholders’ right to withdraw from the Company, as envisaged in the Spanish
Companies Act.
Article 14. CALL. General Meetings, whether Annual or Extraordinary, shall be
convened following a resolution of the Board of Directors by way of an
announcement published in the Official Gazette of the Commercial Registry and
in one of the highest-circulation daily newspapers in the province in which the
Company has its registered office, with at least the minimum advance notice
required by law according to the matters to be discussed. The announcement
shall state the date of the Meeting on first call and all the matters to be
discussed. It may also state the date on which the Meeting is to be held, where
appropriate, on second call. A period of at least twenty-four hours must
separate the first meeting from the second.
Shareholders representing at least five per cent of the corporate capital may
request the publication of a supplement to the call of a shareholders general
meeting, seeking the inclusion of one or more items on the agenda, which
request shall be served by way of official record at the registered office within
five days of the publication of the call. The supplement to the call must be
published at least fifteen days in advance of the date on which the Meeting is
due to be held.
Article 15. RIGHT TO ATTEND. The owners of shares in the Company who are
recorded as such in the registered share ledger five days prior to the date on
which the Meeting is to be held, and who hold at least ten shares, may attend
the General Meeting. For this purpose, they must obtain an attendance card
from the company offices.
Attendance at the Meeting by way of telematic means is permitted, provided
that the identity of the shareholders who choose to attend in this way is
sufficiently verifiable in the opinion of the Chairman of the Meeting.
Article 16. REPRESENTATION. Shareholders may attend General Meetings by
proxy, provided that this person is also a shareholder and that the proxy is
conferred in writing and specifically for each separate Meeting.
Proxies conferred on non-shareholder juristic persons shall not be valid, and
likewise proxies conferred in favour of natural persons expressly designated to
represent any such juristic persons at the Meeting in question shall not be valid
either.
Juristic persons, minors, and persons incapable shall attend General Meetings
by proxy, and their representatives must provide proof of their right of
attorney. This shall be without prejudice to the provisions of articles 107 and
108 of the Spanish Companies Act.
Article 17. ANNUAL GENERAL MEETING. The Annual General Meeting shall
necessarily be held within the first six months of each financial year in order to
review the management of the company, to approve (where appropriate) the
annual accounts for the previous year, and to decide on the distribution of
profits or losses. Where appropriate, it shall renew the Board of Directors, and
it shall discuss and resolve on any other matter included on the agenda,
provided that this is not reserved by law or by these by-laws for the exclusive
competence and decision of the Extraordinary General Meeting or the Board of
Directors.
Article 18. CALL OF THE ANNUAL GENERAL MEETING BY ORDER OF THE
COURT. Should the Annual General Meeting not be called within the statutory
time limit, it may, at the request of the shareholders – and after first having
heard the Directors – be called by the judge of first instance with jurisdiction
over the registered office, who shall also decide who is to chair the Meeting.
Article 19. EXTRAORDINARY GENERAL MEETING. Any other Meeting not as
envisaged in the above articles shall be an extraordinary meeting and shall be
held when convened by the Board of Directors, or when applied for by
shareholders representing at least five per cent of the corporate capital, which
application shall state the matters to be discussed at the Meeting. In this case,
the Meeting shall be convened to be held within thirty days of the date on
which the Directors were requested by notarial means to convene the Meeting.
The agenda shall necessarily include the matters that were requested in the
application.
Article 20. CALL OF THE EXTRAORDINARY GENERAL MEETING BY ORDER OF
THE COURT. Should the Directors, despite the request made, fail to call the
Extraordinary General Meeting in the time and manner laid down in the
preceding article, the shareholders may apply to the judge to call the Meeting in
the manner and in the circumstances envisaged in article 101 of the Act and
article 18 of these By-laws.
Article 21. QUORUM. Annual and Extraordinary General Meetings shall be
quorate on first call where the shareholders in attendance, whether in person or
by proxy, represent at least twenty-five per cent of the subscribed capital with
voting rights. On second call, the Meeting shall be quorate irrespective of the
capital in attendance.
Article 22. REINFORCED QUORUM. In order for the Annual or Extraordinary
General Meeting to be able to validly approve the increase or decrease of
corporate capital, the issue of debentures, the transformation, merger, or demerger of the Company, or in general, any amendment of the corporate bylaws, the shareholders in attendance on first call, whether in person or by
proxy, must represent at least fifty per cent of the subscribed capital with
voting rights. On second call, the attendance of twenty-five per cent of the said
capital shall suffice.
Where the shareholders in attendance represent less than fifty per cent of the
subscribed capital with voting rights, resolutions of the kind described in the
preceding paragraph can only be validly approved with the votes in favour of
two thirds of the capital in attendance at the meeting, whether in person or by
proxy.
Article 23. UNIVERSAL MEETING. Notwithstanding the provisions of the
preceding articles, the Meeting shall be deemed to be convened and shall be
quorate to discuss any matter if shareholders representing the entire corporate
capital unanimously agree to hold the Meeting, provided that they are
assembled anywhere on Spanish soil.
Article 24. HOLDING THE MEETING. The General Meetings shall be held in the
town or city where the registered office is located, at the venue, on the date,
and at the time stated in the call, and they shall be chaired by the Chairman of
the Board of Directors, or in his absence by the First Deputy Chairman and so
forth, and in default of all the foregoing, by the Director appointed by the
General Meeting itself. The Secretary shall be the Secretary of the Board of
Directors, and in default thereof, the Director appointed by the General Meeting
itself.
Article 25. LIST OF ATTENDEES. Prior to examining the first item on the
agenda, the Secretary, with the assistance, where appropriate, of the tellers
appointed by the Meeting from among the shareholders in attendance, shall
draw up a list of those in attendance, stating the nature or representation of
the attendees and the number of shares, whether owned or represented, with
which they attend. The number of shares in attendance, whether personally or
by proxy, and the corporate capital they hold, shall be stated at the end of the
list of attendees. On the basis of these calculations and of the nature of the
matters included on the agenda, the Chairman shall declare the Meeting to be
quorate and in session, in accordance with articles 21 and 22 of these by-laws.
Article 26. FUNCTIONS OF THE CHAIRMAN AND THE SECRETARY OF THE
MEETING. The Chairman shall lead the discussions, set the order of the
speakers, determine who can speak and when, put matters to the vote where
appropriate, declaring the outcome of any votes, and resolve any doubts as to
procedure that may arise at the Meetings.
The Secretary shall attend the General Meetings and keep the minutes of the
sessions held. Said minutes shall be signed in conjunction with the Chairman
and, where appropriate, with the observers appointed for this purpose. The
Secretary shall issue such certificates of the resolutions as may be requested,
with the counter-signature of the Chairman.
Article 27. APPROVAL OF RESOLUTIONS. In order for resolutions to
approved, they must obtain the majority of the votes cast by
attendance, whether in person or by proxy, with the exception
resolutions for which a reinforced majority is required by law or by
laws, and for this purpose each share is entitled to one vote.
be validly
those in
of those
these by-
The shareholders’ votes on the proposals contained on the agenda for a general
meeting of any kind may be delegated or cast by post, email, or any other
means of remote communication, provided that the identity of the person
exercising his right to vote may be duly verified.
Article 28. MINUTES. The minutes of the Meeting may be approved by the
Meeting itself at the end of the session, or in default thereof, within fifteen
days, by the Chairman and two observers, in the manner set forth at article 113
of the Act.
Once the minutes have been approved by either of these two procedures, they
shall have official status as from the date of their approval.
Article 29. SHAREHOLDERS’ RIGHT TO INFORMATION. Shareholders may make
a written request prior to the Meeting, or a verbal request while the Meeting is
in session, for any reports or clarifications they consider necessary in respect of
the matters included on the agenda. The Directors shall be under a duty to
meet these requests except in those cases where the Chairman should consider
that the publication of the information requested would be prejudicial to the
interests of the Company. This exception shall not apply where the request is
supported by shareholders representing at least on quarter of the share capital.
As from the date of announcement of a General Meeting, the Company shall
make available to all shareholders the documents which are to be submitted for
approval at the Meeting and the accounts auditors’ report, which shall be
supplied immediately upon request and free of charge.
The Company shall also comply with the provisions on information laid down in
current legislation, taking into account the nature of its activity, and where
appropriate, the provisions laid down for companies whose shares are listed on
the Stock Exchange.
Article 30. CHALLENGING RESOLUTIONS. Any challenge to corporate
resolutions shall comply with the procedures and the rules laid down at articles
115 to 122 (both included) of the Spanish Companies Act.
CHAPTER II
THE BOARD OF DIRECTORS
Article 31. MAKE-UP AND APPOINTMENT. The Company shall be governed,
managed, and represented by a Board of Directors vested with the broadest
possible powers, with no other restrictions beyond those corresponding to the
non-delegable powers attributed by law or by these by-laws to the General
Meeting.
The Board of Directors shall be composed of no less than five and no more than
twenty-one members, appointed by the General Meeting without prejudice to
appointment in accordance with the proportional-representation system
envisaged at article 137 of the Spanish Companies Act and supplementary
provisions.
Article 32. TERM OF OFFICE AND RENEWAL. Directors shall be appointed for a
term of six years, and need not be shareholders. They shall perform their office
with the diligence of an orderly businessman and loyal representative, and shall
protect the secrecy of any confidential information that they may become
aware of in the performance of their duties, even after they have ceased to
hold office.
Directors must be under the age of 80 when they are appointed or re-elected.
Should a director reach this age while in office, he/she may serve out his/her
entire term of office.
Should any vacancies arise during the terms of office for which directors were
appointed, the Board may designate those persons from among the
shareholders who are to fill these vacancies until the next General Meeting is
held. As an exception, where a director stands down for reasons of age, the cooptation system shall not apply.
Those persons who find themselves in any of the situations envisaged at article
124 of the Act, or who are incapacitated or disqualified legally or pursuant to
the provisions of Law 5/2006 of 10 April on the regulation of conflicts of interest
affecting members of the Government and Senior Officers of the General
Administration of the State, may not be members of the Board of Directors.
Article 33. DISMISSAL. The General Meeting may resolve to dismiss directors at
any time. Directors may also be dismissed at the request of any shareholder
following a resolution of the General Meeting, where the circumstances
envisaged at article 132 of the Act are met.
Article 34. INTERNAL ORGANIZATION. The Board shall elect a Chairman and
one or more Deputy Chairmen from among its members, unless they are
appointed directly by the General Meeting. Likewise, a Secretary shall be
appointed, who need not be a Director. Should the Chairman be absent for
reasons of ill-health or any other reason, he shall be automatically replaced by
the First Deputy Chairman, and where appropriate, by any other Deputy
Chairmen in order (should there be any), or in default thereof, by the Director
appointed by the Board itself.
Article 35. CONVENING THE BOARD AND QUORUM. The meetings of the Board
of Directors shall be called by the Chairman, either at his own initiative or at the
request of two or more Directors, and shall be quorate when those in
attendance at the meeting, whether in person or represented by another
director, represent one half plus one of the members. Any director may appoint
another director to represent him/her and vote on his/her behalf at the meeting
by any of the methods described in the last paragraph of article 27 of these Bylaws. Such appointments must be made specifically for each separate meeting.
One director may not represent more than two other directors.
Directors may attend Board meetings by telematic means, provided that the
identity of the directors who choose to attend in this way is sufficiently
verifiable in the opinion of the Chairman of the Board or the person chairing the
meeting.
Article 36. APPROVAL OF RESOLUTIONS. Resolutions shall be approved by an
absolute majority of the votes cast by the Directors in attendance, whether in
person or represented, at each meeting. The Chairman shall have a casting
vote in the event of a tie.
Where the circumstances should make this appropriate, resolutions may be
approved by way of written votes, without any need for a meeting to be held,
provided that no Board member should oppose this procedure.
The resolutions approved by the Board of Directors shall be recorded in the
minutes. The minutes shall be filed in the designated book signed by the
Chairman and the Secretary, who shall likewise authorize any certificates issued
in respect of the said minutes.
Article 37. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors
shall have the broadest possible powers to govern and manage the Company,
and specifically the following:
1. To use the corporate signature.
2. To legally represent the company before all Public Authorities and judicial,
governmental, military, administrative, and labour jurisdictions, whether
ordinary or special, as well as before all bodies of the state, province, and
municipal district, trade unions, quasi-governmental, regional, and similar
bodies, or any other bodies, including the Bank of Spain and its branches, with
powers to exercise, pursue, withdraw from, and waive all kinds of actions,
applications, and appeals, whether of a civil, criminal, administrative, economic,
economic-administrative or contentious-administrative nature.
3. To undertake administration and ownership acts and contracts of any kind,
over movable or immovable property as well as in rem rights equivalent
thereto, and in particular, banking transactions relevant to the corporate
purpose, with no other restrictions beyond those reserved by law and by these
By-laws for the exclusive competence of the General Meeting.
4. To appoint and dismiss the General Manager and any deputy general
managers and legal representatives, defining their powers and remuneration.
5. To appoint and dismiss the company’s employees and to define their rights,
duties, and employment conditions.
6. To decide on the investment and allocation of the company’s funds, subject
to the banking legislation in force and any other applicable regulations.
7. Every year, to submit the Annual Report, Balance Sheet, and the Profit and
Loss Account for the previous financial year to the Annual General Meeting,
together with the accounts auditors’ report and any other matters considered
relevant.
8. To propose the share-out, distribution, or allocation of the profits or losses of
each financial year, and the sums or percentages that are to be allocated to
statutory or special reserves, depreciation, or other company expenditure.
9. Should a vacancy arise on the Board in advance of the expiry of its term, to
temporarily fill said vacancy from among the shareholders, up until the first
General Meeting is held.
10. To convene, when it should so resolve, the General Meetings, in accordance
with the provisions laid down by law and in these By-laws.
11. To grant, amend, or revoke powers of attorney of any kind, both general
and special.
The powers listed above are merely for the purpose of example and not
limitation, and the Board shall be vested with all powers it may consider
necessary or fitting in order to best manage and defend the interests of the
Company.
Article 38. DELEGATION OF POWERS. The Board of Directors may delegate all
or some of its powers permanently to one or more of its members, who shall
acquire the status of Managing Directors, provided that these powers are not
deemed by law or by these by-laws to be non-delegable.
Likewise it may set up an Executive Committee composed of Board members,
with a minimum of three and a maximum of nine Directors, which shall
necessarily include the Managing Directors. The Executive Committee shall have
such powers as are expressly conferred on it by the Board, and shall act in the
manner and subject to the conditions laid down for this purpose by the Board.
The Board of Directors, and where appropriate, the Executive Committee, may
resolve to set up auxiliary committees or commissions, whether permanent or
temporary, to perform such informative, advisory, or managerial functions as
may be considered appropriate for the interests of the company.
Any permanent delegation of powers by the Board of Directors to an Executive
Committee or to Delegated Committees, and the appointment of the Directors
who are to sit on the said committees, shall require the votes in favour of two
thirds of the members of the Board in order to be valid, and shall not take
effect until recorded at the Commercial Registry.
Article 38 bis. REMUNERATION OF THE BOARD OF DIRECTORS. The
remuneration of the Directors, which need not be the same for all of them, shall
be set by the General Meeting and shall consist in a fixed sum.
Article 39. GENERAL MANAGERS. Notwithstanding any permanent delegations,
the Board of Directors may appoint one or more General Managers, and may
set their remuneration and define their powers.
TITLE V
BALANCE SHEET AND ACCOUNTS
Article 40. FINANCIAL YEAR. The financial year shall commence on the first of
January and shall end on 31 December of each year, thus coinciding with the
calendar year.
Article 41. DRAFTING OF THE BALANCE SHEETS AND OTHER DOCUMENTS.
Within the first three months of each financial year, the Board of Directors shall
be required to draw up the annual accounts, the management report, and the
proposal for the distribution of earnings relating to the financial year closed on
the previous 31 December.
The said documents shall be drawn up in compliance with all statutory
requirements, and the annual accounts and the management report shall be
subject to review by the accounts auditors.
The annual accounts and the proposal for the distribution of earnings shall be
submitted for consideration by the Annual General Meeting, after first being
made available to the shareholders, in accordance with the provisions of articles
212 of the Act and 29 of these by-laws.
Article 42. DISTRIBUTION OF EARNINGS. Liquid earnings shall be deemed to
be the yield obtained from the corporate business, less expenditure and
charges of any kind necessarily incurred in obtaining the said yield, including
taxes.
Liquid earnings obtained in each financial year shall be distributed as follows:
a) The amounts necessary to fund the statutory reserve shall be deducted in
accordance with the provisions of the applicable statutory requirements.
b) The shareholders shall be paid the dividend that the General Meeting
resolves to distribute, within the limits laid down at any given time by the
applicable legislation.
c) Any remainder shall be allocated to funding a voluntary reserve, or to any
other corporate purpose or contingency fund that the General Meeting may
freely decide.
TITLE VI
DISSOLUTION AND LIQUIDATION
Article 43. DISSOLUTION EVENTS. The Company shall be dissolved:
1. Upon the conclusion of the enterprise that constitutes the corporate purpose,
or should it become evident that it is impossible to accomplish such purpose, or
should the corporate bodies arrive at a stalemate, making their functioning
impossible.
2. As a result of losses that reduce the company’s equity to less than one half
of the corporate capital, unless this deficit is made up or the corporate capital is
reduced.
3. Should the corporate capital be reduced to less than the legal minimum.
4. Should the Company merge or de-merge in full.
5. By resolution of the Shareholders General Meeting, approved in compliance
with the requirements laid down at articles 103 of the Act and 22 of these Bylaws.
Should any of the first three events described in this article arise, the
dissolution of the Company shall furthermore require a resolution of the General
Meeting approved with a simple majority. Said General Meeting must be
quorate in accordance with articles 102 of the Act and 21 of these By-laws.
Article 44. APPOINTMENT OF LIQUIDATORS. Once dissolution has been
approved, the liquidation period shall commence, and the General Meeting shall
define the rules which are to govern the said period, and shall appoint the
liquidators, of which there shall be an odd number, setting their remuneration,
and where appropriate, the time limit within which liquidation is to be
completed.
Article 45. DUTIES OF THE LIQUIDATORS. The Company liquidators shall have
the following duties:
1. To sign, in conjunction with the Directors, the Company’s inventory and
balance sheet at the time they take up their duties, with reference to the date
on which the liquidation begins.
2. To keep and maintain the Company’s books and correspondence, and to
defend the Company’s assets.
3. To perform any outstanding commercial transactions and any new ones that
may be necessary for the liquidation of the Company.
4. To dispose of the corporate assets. Any land or buildings shall necessarily be
sold at public auction.
5. To collect any sums owed or calls on shares decided upon the
commencement of the liquidation. They may also seek the payment of further
calls up to the par value of the shares, to the amount necessary to pay the
Company’s creditors.
6. To enter into transactions and undertakings where this should be in the
Company’s interest.
7. To repay the creditors and the shareholders, in accordance with the rules laid
down at article 277 of the Act.
8. To represent the Company in order to perform the said duties.
Article 46. ACCOUNTABILITY. During the liquidation period, the provisions
contained in the By-laws with regard to calling and convening Annual and
Extraordinary General Meetings shall be observed, at which the liquidators shall
report on the progress of the liquidation, in order for the Meeting to then pass
such resolutions as may be in the common interest.
Article 47. LIQUIDATION RESIDUE. Should there be any residue after having
honoured all of the Company’s obligations and debts, or having deposited the
value thereof should it not be possible to pay the sum immediately, and having
insured any outstanding loans, where appropriate, said residue shall be
distributed amongst the members in proportion to their stake in the capital,
without prejudice to the provisions of article 277 of the Act. Where this Title
should be silent, the provisions of the Spanish Companies Act shall apply.
TITLE VII
FINAL PROVISIONS
Article 48. ARBITRATION AND APPLICABLE LAW.
Any doubts, questions, and disputes arising with regard to corporate affairs,
between the Company, the Directors, and the shareholders, both during the
lifetime of the Company and during the liquidation period, with no exceptions
other than those imposed by law, shall be resolved by way of arbitration in
equity as determined by Catalan civil legislation, and should this not make any
provision thereon, as determined by Spanish civil legislation, for which purpose
the parties in dispute shall be under a duty to perform such acts as may be
necessary in order for the arbitration to be effective, in particular with regard to
the appointment of arbitrators and the definition of the matter in dispute.
As regards those matters which, pursuant to law, must be resolved by the
courts of justice, both the directors and the shareholders, as such, expressly
submit to the jurisdiction of the courts and tribunals of the registered office,
waiving their own jurisdiction if different.
Article 49. INTERPRETATION. The interpretation of these By-laws shall be the
responsibility of the General Meeting, and where these By-laws should be silent,
they shall be interpreted in accordance with the rules of the applicable banking
legislation and the Spanish Companies Act and supplementary legislation.
Temporary Provision.
The appointment of the directors who were elected or re-elected to their office
prior to this amendment to the By-laws for a term of office of five years shall
expire at the end of the said five years, without prejudice to their being able to
remain in office until the subsequent General Meeting has been held or until the
lapse of the period for holding the General Meeting in which approval of the
accounts for the preceding year is to be decided.
============
[rubber stamp: SPANISH MINISTRY OF THE ECONOMY AND TAXATION – Treasury and Financial Policy
Directorate-General]
THIS COINCIDES with the original and I issue a copy at the
request of the company concerned on thirty-seven sheets of
official notarial notepaper, series 7V, numbers: 5145277,
the following two consecutive sheets, 5123162, 5145281, the
following thirty-two consecutive sheets, and this sheet.
Barcelona, on the twenty-sixth day of April two thousand
and seven. CERTIFIED.
[paper stamp: GENERAL COUNCIL OF SPANISH NOTARIES]
[rubber stamp: NOTARY’S OFFICE OF TOMAS GIMENEZ DUART – BARCELONA]
[illegible flourish]
COMMERCIAL REGISTRY OF BARCELONA
060/27061671
MICROBANK DE LA CAIXA SA
Having examined and assessed the above document, filed
in day-book 998 entry no. 1095, under article 18 of the
Commercial Code and article 6 of the Commercial Registry
Regulations, the company “MICROBANK DE LA CAIXA SA” is
recorded on 14 May 2007 at VOLUME 27233, FOLIO 74, PAGE B
53468, 613th ENTRY; said entry was performed in accordance
with the provisions of article 124.4 of the Commercial
Registry Regulations.
The check required by article 2.3(a)
of the Conselleria d’Economia i Finances
de Catalunya (Department of Economic and
of the Autonomous Regional Government of
February 2006 has been performed.
of the Resolution
de la Generalitat
Financial Affairs
Catalonia) of 13
Pursuant to article 333 of the Mortgage Regulations
and article 80 of the Commercial Registry Regulations,
EXPLICIT MENTION IS HEREBY MADE that in accordance with the
computerized files held by the Registry (articles 12 and 79
of the Commercial Registry Regulations), the registration
page of the company is not subject to any kind of
registration suspension, nor is there any entry on the said
page in respect of bankruptcy, temporary receivership,
insolvency proceedings or dissolution.
For the purposes of Organic Law 15/1999 of 13
December, on the Protection of Personal Data, explicit
mention is hereby made that the personal data contained in
the recordable instrument and those of the person filing it
have been recorded in the books of this Registry and in the
computerized files held on the basis of the said books, in
compliance with the legislation governing this Institution.
The interested parties are acknowledged as having the
rights laid down in the said Organic Law in so far as this
is compatible with the specific legislation governing this
Institution.
BARCELONA, 14 May 2007
THE REGISTRAR
DA3.L 8/89
DOC/S WITH NO DECLARED VALUE
Reduced Fees Royal Decree Law 6/99 and 6/00
[rubber stamp: COMMERCIAL REGISTRY OF BARCELONA – Mr. IGNACIO GARMENDIA RODRIGUEZ]
[illegible flourish]