SECTION 640

The provisions of the first paragraph of Article 639 of this Uniform Act notwithstanding, the extraordinary general meeting may authorize the board of directors or the managing director, as the case may be, to acquire a specific number of shares in order to allot them to workers of the company. In such case, the shares shall be allotted within a period of one month from the date of their acquisition. The company may not hold, directly or through a person acting in his own name but on behalf of the company, more than 10% of the total number of its own shares. The shares acquired shall be registered and fully paid up at the time of acquisition. The founders or, in the case of an increase of capital, the members of the board of directors or the managing director shall be bound, under the conditions laid down in Articles 738 and 740 of this Uniform Act, to pay up the shares subscribed to or acquired by the company in pursuance of the provisions of the first paragraph of this article. Likewise, where shares are subscribed to or acquired by a person acting in his own name but on behalf of the company, such person shall be bound to pay up the shares jointly with the founders or, as the case may be, the members of the board of directors or the managing director. The subscriber shall also be considered as having subscribed to shares on his own account. The acquisition of shares may not lead to the reduction of the shareholders’ equity to an amount lower than the amount of the capital and non-allocated reserves. Shares held by the company shall not give a right to dividend.