Law 22/2007, Of 22 November, Relative To The Concessionaire Waste Treatment Centre Of Andorra, Sa

Original Language Title: Llei 22/2007, del 22 de novembre, relativa a la societat concessionària Centre de Tractament de Residus d'Andorra, SA

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Law 22/2007, of 22 November, relative to the concessionaire waste treatment Centre of Andorra, SA since the General Council at its session of November 22, 2007 has approved the following: law 22/2007, of 22 November, relative to the concessionaire waste treatment Centre of Andorra, SA preamble In the session of the 31st of October 2002 the General Council approved the law relative to the construction and operation of waste treatment Centre of Andorra through administrative concession, which was published in the official bulletin of the Principality of Andorra number 90, of 27 November 2002. In article 1 of this law is approved the creation of the concessionaire waste treatment Centre of Andorra, SA for the construction and operation of waste treatment Centre of Andorra, under the legal form of company stock or limited company owned by the Government according to the articles listed in annex of the law. Article 2 of the same Law Reuters share capital the company's founding in six million five hundred seventy-nine thousand four hundred euros (6,579,400 euros), that they had to subscribe and desembossar are partners in the ratio indicated in the same article 2 of the law.

By Decree of 29 January 2003, published in the official bulletin of the Principality of Andorra number 9, 31 January 2003, the Government claimed the administrative concession for the realization of the project, the construction and subsequent operation of the waste treatment Centre of the Principality of Andorra in indirect management regime of public service, for a period of twenty years, extendable by will of the Government for a maximum period of twenty-five years via extensions of five years in five years, the grouping of companies Novergie, Cespa GR, Trasa, Emte, Vallsegur, Empub and Public Works Armengol (ANDEOL). In accordance with article 1 of the Decree, the Government would participate in the concession that in accordance with article 11.1.2 of General conditions in had to constitute the Group of companies awarded 15% of the share capital and the entity of public law Forces Elèctriques d'Andorra (FEDA) had to participate in a 5% of the share capital.

By writing granted in front of the notary Mr. Isidro Bartumeu Martínez on February 3, 2003 with the protocol number 315, was constituted the joint-stock company waste treatment Centre of Andorra, SA; and on the 6th of February 2003 is signed between the Government and the concessionaire the contract of concession for the construction of waste treatment Centre of Andorra and subsequently working in public service.

After obtaining the relevant permits from the Government in the manner provided for in article 11 of the articles of Association, the Spanish company Cespa Gestión de Residuos, s.a., acquired on 4 October 2005 the shares of the concessionaire waste treatment Centre of Andorra, SA, initially subscribed to the Spanish trading company Trasa, Tratamiento de Residuos, s.a.; and on the 11th of July 2006 parapúblic us the Forces Elèctriques d'Andorra (FEDA) acquired the shares of the concessionaire that initially had been subscribed by the Andorran companies Express Mail Vallsegur, SA, Empub, SA, and Public Works Armengol, SA, so that today, after the transmissions made, the shares of the concessionaire are: a) to the Government of Andorra , a fifteen percent (15%).

b) to parapúblic us Forces Elèctriques d'Andorra (FEDA) in thirty-four percent (34%).

c) to the Spanish company Cespa Gestión de Residuos, s.a., twenty-nine percent (29%)

d) to the French trading company Novergie, the eighteen percent (18%).

e) to the Spanish company Emte, s.a., the four per cent (4%).

On the other hand, the general administration, if or to the parapúblic Forces Elèctriques d'Andorra (FEDA), plans to purchase from the concessionaire waste treatment Centre of Andorra, SA another percentage of enough shares to gain control of the company in a sector as strategic as much sensitive for the balanced development of society and the general welfare, health of people and the environment.

The new resulting shareholding composition advised to modify the Board of Directors of the company waste treatment Centre of Andorra, SA, which in article 29 of the articles of Association approved in its day was established in a maximum of fifteen members, that number with the new shareholder structure seems excessive, to fix it in a maximum of ten members, who shall appoint the members in proportion to their participation , guaranteeing the participation of all the partners who have at least ten per cent (10%) of the share capital with at least one representative. The new shareholder structure makes it unnecessary, likewise, the forecast contained in the third paragraph of article 29 of the articles of Association, which facultava the Government to designate, if necessary, to arrive at a representative who loved the Board of Directors with voice but without vote in the terms provided for by article 3 of the C of the folds of the concession; on the other hand, it appears appropriate to modify the article 30 of the articles of association so that the appointment of the Chairman the Government, as a shareholder of the concessionaire. In addition, the new shareholder must also involve the modification of articles 21 and 23 of the statutes, which refer respectively to the powers of the extraordinary General meeting and quorum of the ordinary General meeting and extraordinary General meeting of the concessionaire.

On the other hand, the successful completion of the construction phase of the waste treatment Centre and the entrance in the phase of exploitation advises also cut in half the founding capital of the concessionaire waste treatment Centre of Andorra, SA, that the law of 31 October 2002 he went on six million five hundred seventy-nine thousand four hundred euros (6,579,400 euros) , a proper figure during the construction phase but that it reveals too much unnecessary and gravosa during phase of operation.

Article 2, letter d), of the general law of public finance, approved by the General Council on 19 December 1996, provides that it must be approved by law the statutory modification of companies with the participation of the general administration and the acquisition of shares that involve the acquisition


of control in these societies. In accordance with article 13 of the code of the Administration, from 29 March 1989, constitute public administration-among others-the Government and bodies put under his direction and autonomous bodies or semi-public entities.

In accordance with the above considerations, the General Council approves the present law.

Article 1 Approval of the acquisition of shares is authorized the general administration so directly, by the Government, or by the parapúblic Forces Elèctriques d'Andorra (FEDA), purchase of the concessionaire waste treatment Centre of Andorra, SA, the percentage of shares for the acquisition on the part of the public administration of the control of the concessionaire.

Article 2 amendment of articles 6, 21, 23, 29 and 30 of the statutes of the concessionaire waste treatment Centre of Andorra, SA approves the modification of articles 6, 21, 23, 29 and 30 of the statutes of the concessionaire waste treatment Centre of Andorra, SA, which will be written as follows: Article 6 the share capital is fixed at three million two hundred and eighty-nine thousand seven hundred euro (EUR 3,289,700) divided into five hundred (500) shares nominatives of six thousand five hundred Seventy-nine euros and forty cents of euro (6,579.40 euro) nominal value each.

Article 21 relates exclusively to the extraordinary General meeting: a) Decided with respect to extensions or reductions of social capital.

b) agreed to any modification of the present by-laws.

c) decide on merger, absorption, transformation or dissolution of the company.

d) decide on the disposal of the reserve fund.

e) Examine, approve or reject the extraordinary budgets presented by the Board of Directors, during the course of social practice and after the meeting of the Ordinary General shareholders ' meeting regulations.

f) Revoke advance the positions and powers of society, and require them accountability.

g) Decide, during the course of social practice, on the distribution of dividends at the expense of profits.

h) Constitute guarantees or fixed variables, loads (other than those imposed by law) or any other encumbrance over all or part of the property or assets of the company or of its subsidiaries, except if it is to guarantee the company's debt compared to banks for loans obtained in the ordinary course of business.

and) Obtain loans that, at any time and as a whole, exceed the amount of ONE HUNDRED THOUSAND euro (€ 100,000) except in the case of loans received from banks in the ordinary course of business of the company.

j) Sell, transfer, lease, assign or otherwise alienate any property and/or assets of the company or any of its subsidiaries (or shares in them), as long as it is not in the ordinary course of business and, in all cases, if the overall value of the property or assets of the company (or any of its subsidiaries) to be sold , transferred, leased or loaned or otherwise alienated, exceeding in any exercise on 5% of the value of the net assets of the company or any of its subsidiaries, according to the latest annual finance.

k) Award any contract, agreement or commitment that involves the based fixed assets or the sale of this, if the overall amount of this desembors or alienation from the society and its subsidiaries exceeds ONE HUNDRED THOUSAND euros (€ 100,000) in an exercise or in connection with any project that will drag on for a period of one or more years. For the purposes of this section, the lump sum to be paid in any lease, purchase in installments or buying on credit, sale or sale under condition, will be considered as a capital based on the financial year in which they are awarded the said agreements.

the management committees) to create any as well as delegating powers of Directors in favor of these committees.

m) permanently Delegating some or all delegated in accordance with these statutes and the laws in force, an Executive Committee or one or several CEOs, as well as the appointment, revocation and replacement of members of the administrative organ in order to occupy these posts.

n) Adopt and amend strategic plans for the company, the annual budgets and the preparation of financial statements today.

or) in general, decide on any other matter you submit to the Board of directors or the shareholders who have requested the calling in the terms of the previous article.

Article 23 a) the ordinary General meeting is only validly constituted, in both first and second call, when you attend personally or by representative, at least two members who, at the same time, represent at least fifty-one percent (51%) of the share capital. The validity of the agreements required to be taken by the majority of the partners and of the share capital present or represented, desembossat to the Board.

If either the first or second call are reached the quorum provided assistance, will have to convene the ordinary General meeting, within a period of eight days, for the meeting to take place within another within fifteen working days from the call. In this case, govern the quorum and voting rights, in the first and second call, set forth in article 35 of the regulation of commercial companies.

b) the extraordinary General meeting is only validly constituted at first notice, when you attend or are represented at least two members, who represent the seventy percent (70%) of the share capital. In the second call, it is necessary the presence of a number of partners who represent 51% of the share capital.

The agreements are only valid if they are prisoners, at least, by eighty percent (80%) of the share capital present or represented. In addition, it requires the unanimity of those present or represented by the agreements relating to points), b) and (c)) of article 21.

c) in both the ordinary and extraordinary general meetings as well as in the Universal, the shares affected payment in the payment of dividends liabilities do not enjoy the right to vote and are not calculated in the adoption of the resolutions.

Article 29 The society is governed, represented and managed by a Board of Directors composed of a maximum of ten members. Decisions are taken with the vote of the majority of the members attending and, in case of a tie, the vote of the president is ruling.


The Board of Directors is made up of representatives of the partners in proportion to their participation. It ensures the participation of all the partners who have at least ten per cent (10%) of the share capital with at least one representative.

The portions of ten percent (10%) of the share capital belonging to different partners will be grouped to designate its representative; if you do not make use of the right to assemble, the representative on the Board of directors should appoint the members, individuals or groups who have the greatest number of shares to complete the ten members of the Board of Directors. Each partner, or if this is the case, set of grouped members, designates (in) the (s) of their representative (s) (s) on the Board of Directors.

The members of the Board of Directors are elected for a term of five years, with the possibility of re-election and are not remunerated.

It is understood notwithstanding the revocation in advance of the charge by the respective partner, which in this case proceed to designate a replacement for as long as the remaining part until the normal expiry of the mandate of the Office replaced.

Article 30 the members of the Board of Directors and the people who have to develop the positions of president, Vice President and Secretary are elected by the ordinary General meeting in accordance with the provisions contained in the previous article. The post of president in designated in any case the Government, as a shareholder of the concessionaire, as long as it owns at least the percentage of ten percent (10%) of the share capital, which in accordance with the provisions of the previous article gives the right to appoint at least one representative on the Board of Directors.

First final provision authorises the Government to adopt all the provisions necessary for the implementation of this law and he empowers likewise for the performance of all the legal formalities necessary for this purpose.

Second final provision for the reduction of the share capital of the concessionaire waste treatment Centre of Andorra, SA which involves the modification of article 6 of the articles of Association in accordance with the second article of this law, has been running the agreement of corresponding social capital reduction adopted by the extraordinary General meeting of the company in application of the provisions of article 21 (b)) of the statutes of the company , with reimbursement to the shareholders ' personal heritage in a way proportional to the actions of which they are the holders, of the financial resources that are released as a result of the reduction of the share capital.

Third final provision this law enters into force on the same day to be published in the official bulletin of the Principality of Andorra.

Casa de la Vall, November 22, 2007 Joan Gabriel i Estany Syndic General Us the co-princes the sancionem and promulguem and let's get the publication in the official bulletin of the Principality of Andorra.

Nicolas Sarkozy Joan Enric Vives Sicília and President of the French Republic and the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra

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