Notwithstanding the provisions of Article 294 above, the board of directors may, in the event of
vacancy of one or several director (s) between two meetings, co-opt new directors. They shall
be appointed on an interim basis until the next general meeting.
Where the number of directors becomes lower than the statutory minimum, the board of
directors shall co-opt new directors to complete the number of members within three months
from the day the vacancy occurred. Board resolutions passed during such period shall remain
valid.
When the number of directors becomes lower than the statutory minimum, the remaining
directors shall immediately convene the ordinary general meeting in order to complete the
number of directors of the board of directors.
Where the board of directors fails to appoint directors as required, or to convene the general
meeting for that purpose, any interested party may petition the chairman of the competent court
for the appointment of an agent who will convene the ordinary general meeting for the purpose
of appointing new directors or confirming them as provided for in this Article.
The vacancy and appointments of new directors shall take effect only at the end of the meeting
of the board of directors held for this purpose.
The appointments by the board of new directors shall be confirmed by the very next ordinary
general meeting.
Where the ordinary general meeting refuses to confirm the new appointments, the decisions
taken by the board of directors shall be valid for the elapsed period and shall have their effect.
Paragraph 6: Reimbursement of expenses
Unofficial translation
Machine-parsed
In force from 8 September 2026
Source page 85