'XXII/8 Baghdad Railway' [‎35r] (68/194)

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r l his fresh meeting must take place within fifteen days at least and a month at
most, and the notice may be issued only twenty days beforehand.
Art. ‘28. The general meeting is presided over by the chairman of the board, or in
his absence by a director selected by the boat'd.
r Lwo of the largest shareholders present fulhl the duties of scrutineers.
r J he secretary is appointed by the executive committee.
Art. 29. .Resolutions are passed by a majority of votes.
The agenda is drawn up by the hoard.
Only those questions shall be brought before it which emanate from the board or
have been communicated to it at least twenty days before the meeting with the
signature of the shareholders representing at least 10 per cent, of the capital.
No subject can be discussed unless it appears on the agenda.
Art. 30. The general meeting shall select either among the shareholders or among
persons outside the company one or more auditors for the purpose of auditing the
accounts.
Art. 31. The annual general meeting receives the report which the board must
present each year on the position of the company’s affairs, and also the report of the
auditors.
It discusses, approves, or rejects the accounts.
It fixes the dividend.
It appoints directors as vacancies occur.
It decides upon and has supreme control over all the company's interests ; it
confers upon the hoard of directors all additional powers which may be recognised as
useful.
The general meeting cannot decide on an increase of capital without a majority
comprising at least two-thirds of the shareholders present or represented.
Art. 32. Resolutions of the general meeting are reported in minutes of proceedings
written in a special register and signed by the members of the executive committee.
An attendance-sheet containing the names and residence of the shareholders
members of the general meeting and the number of shares held by each is signed by
the members present and annexed to the minutes of proceedings for communication
to those whom it may concern.
Art. 33. Copies or extracts of resolutions must be signed, for authentication, by the
chairman of the board or his representative.
Art. 34. Resolutions of the general meeting taken in accordance with the present
statutes are binding even on absent or dissenting shareholders.
Clause V .—Inventories and Annual Accounts.
Art. 35. The financial year of the company commences on the 1 st January and
finishes on the 31st December.
As an exception the first financial year shall comprise the time between the
definitive constitution of the company and the 31st December following.
At the end of each year of the company the board causes to be drawn up a general
inventory of the assets and liabilities.
This inventory, as well as the balance sheet and accounts, are placed at the disposal
of the auditors forty days before the annual general meeting. They are subsequently
presented to the meeting.
Any shareholder entitled to take part in the meeting may inspect them.
Clause VI .—Division of Profits and Sinking Fund.
Art. 36. From the available net profits of each year, as shown on the balance-sheet
drawn up by the board of directors, there shall be deducted :—-
( 1 .) Ten per cent, for the reserve fund, until the latter has reached a quarter of the
nominal capital of the company.
( 2 .) r Ihe surplus shall be employed to pay a prior dividend to the shareholders up
to 5 per cent, as interest on the amount paid up on the shares.
(^3.) The directors shall receive 10 per cent, of any surplus left as share of profits, and
the shareholders shall be entitled to receive the balance of 90 per cent., which shall be
distributed as dividend unless the general meeting, on the proposal of the board of
directors, decides to use a portion of the available sum for the creation of extra
ordinary reserve funds.
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