Law Concerning The Construction And Operation Of Waste Treatment Centre Of Andorra Through Administrative Concession, 31-10-2002

Original Language Title: Llei relativa a la construcció i l'explotació del Centre de Tractament de Residus d'Andorra mitjançant concessió administrativa, de 31-10-2002

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Law concerning the construction and operation of waste treatment Centre of Andorra through administrative concession since the General Council in its session of October 31, 2002, has approved the following: law relating to the construction and operation of waste treatment Centre of Andorra through administrative concession preamble Currently waste are one of the main environmental problems they have to deal with the most developed societies. Indeed, the increase of the needs of populations and consumption that they arise causes an increase in the amount and diversify the composition of waste that make it necessary to increasingly complex treatment.

In 1999, he began to compose the national plan of waste of Andorra (PNR), which was approved by the Government on 10 January 2001, and that is the basic instrument of planning, control, coordination and rationalization of all actions relating to waste. The PNR promotes sustainable development, understood as development model that ensures the needs of the present generation without compromising the needs of future generations, both ecologically and economically and socially.

The objectives of the national plan of waste have been fixed for 2020 and it is anticipated that will review every five years. The actions proposed in the PNR establish an order of priority in the following sense: 1. Minimizing or preventing, understood as a set of measures that aim to reduce the generation of waste and/or the amount of hazardous substances or contaminants to waste; 2. Assessment (reuse, recycling, energy assessment), which includes all procedures that allow the use of the resources contained in the waste, listed in annex II B of the Commission Decision 96/350/EC of 24 may; 3. Safe Removal, by the procedures aimed at giving a final destination sure to put not waste fractions, and that includes the discharge controlled. Its legal framework is defined directly by the Andorran legislation and regulations, and indirectly to the environmental policy and the guidelines of the European Union.

In accordance with the conclusions of the national plan of waste the Government has started various activities mainly related with the information of the population, without which no one will be able to achieve recycling objectives established, and has also approved, on 25 July 2001, the General conditions of competition for the bidding, by administrative concession, the writing of the project construction and operation for a period of twenty years, extendable by the Administration for a maximum period of twenty-five more years through five overs in five years, a waste treatment Centre for the provision of the public service of the treatment of the waste generated in the Principality of Andorra.

The Center will be made up of a storage plant, a civic amenity site, a thermal treatment plant with energy recovery and an installation of solid urban waste compaction in bullets, and includes the overthrow of the current thermal treatment plant. For the evaluation of the offers will take into account the feasibility of the economic study, the experience of the contestants in the construction and operation of waste treatment plants and the technical aspects regarding construction and operation.

Views of the bids submitted and the report of the contracting bodies (the Ministry of agriculture and environment and the Ministry of land), the Government, in its session of 26 June 2002, agreed to the tentative awarding of the concession to the temporary Union of companies, Cespa, Novergie Trasa, Emte, Vallsegur, Empub and Public Works Daniel Armengol (ANDEOL), which will be followed by the final adjudication after the approval of the General Council of the present Law , having had the participation of the general administration in 20% of the share capital of the concessionaire, at the rate of 15% by the Government and 5% on the part of the entity of public law Forces Elèctriques d'Andorra (FEDA).

The uniqueness of the work that has been carried out, of vital importance for the proper management of waste treatment in Andorra, requires, on the one hand, the need for approval of a multi-annual expenditure to satisfy the amount of the subsidy requested, which requires a repayment period than that article 29 of the general law of the public finances, of December 19, 1996.

On the other hand, it is necessary to adapt the existing framework of the production of electrical energy established in the agreement of the Council of 14 January 1988 and in the law of creation of the company Forces Elèctriques d'Andorra (FEDA), of the same date, in the generation of electrical energy that is derived from the operation of the new service of waste treatment. And, finally, in accordance with the provisions of article 2) of the general law of public finance, it is necessary to pass by law the creation of companies with the participation of the general administration.

The above considerations are specified in the articles of this Law Article 1 approves the creation of the concessionaire waste treatment Centre of Andorra, SA, for the construction and operation of waste treatment Centre of Andorra through administrative concession, under the legal form of company stock or limited company owned by the Government according to the articles listed in annex.

Article 2 The founding capital of the waste treatment Centre Society of Andorra, SA, will be six million five hundred seventy-nine thousand four hundred euros (6,579,400 euros) that subscriuran and desembossaran are partners in the following proportion: a) the Government, the fifteen percent (15%).

b) the public body Forces Elèctriques d'Andorra (FEDA), five per cent (5%).

c) The Spanish trading company Trasa, Tratamiento de Residuos, s.a., the eighteen percent (18%).

of The French trading company), the Novergie eighteen percent (18%).

e) The Spanish company Cespa Gestión de Residuos, s.a., the eleven per cent (11%).

f) The Andorran Company Express Mail Vallsegur, SA, the Fourteen percent (14%).

g) The Andorran company Empub, s.a., the eight percent (8%).

h) The Andorran Public Works company Armengol, SA, the seven per cent (7%).

and The Spanish trading company) Emte, Estudios, Montajes y Tendidos Inflators, SL, the four per cent (4%).

Article 3


To finance the participation of the Government of Andorra on 15% of the share capital of the company approves a special credit for the financial year 2002 a total amount of 986,910 euros at the expense of the budget account 310-82110-proj-0021 (waste treatment plant). This special credit will be funded by debt.

Furthermore, to finance the participation of FEDA in the 5% of the share capital of the company approves a special credit for the financial year 2002 a total amount of 328,970 euros at the expense of budget FEDA 82110 account. This special credit will be funded through cash remaining in the same entity.

Article 4 approved a grant to the concessionaire for the writing of the project, the construction and operation of waste treatment Centre of Andorra for a period of twenty years, for a total amount of 135,142,604 euros, divided into 98,535,999 euros for the construction and financing of the construction and of 36,606,605 euros for the operation in accordance with the forecast of incinerades tons in the offer the dealership.

Article 5 in order to finance this subsidy approves a multi-annual expenditure for a total amount of 135,142,604 euros in the forecast of incinerades tons during the period of twenty years, which must be distributed to the exercises of the year 2004 to the year 2024, and that will be distributed at 6,757,130.20 euros each year and is financed by the budgets that correspond with the ordinary resources.

The temporary extension of the multi-year credit set out in the previous section will be up to a maximum of 20 years, and is repealed for this specific case of article 29.1 of the general law of the public finances, of December 19, 1996.

Article 6 the electrical energy that is generated as a result of the operation of the thermal treatment plant waste treatment Centre should be sold to the entity of public law Forces Elèctriques d'Andorra (FEDA), according to the rates and conditions set out in the General conditions of the grant.

First final provision authorises the Government to adopt all the provisions necessary for the implementation of the present law.

Second 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, 31 October 2002, Francesc Areny Casal 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.

Jacques Chirac Joan Marti Alanis, President of the French Republic the Bishop of Urgell Co-prince of Andorra Co-prince of Andorra Annex statutes of the concessionaire for shares owned by the general administration of waste treatment Centre, SA should Be the establishment of a concession under the legal form of company stock or limited company owned by the Government, which is governed by the regulation of commercial companies , approved by the General Council on May 9, 1983, by other legal provisions in force that are applicable to the provisions that in the future they can dictate and the following statutes and. Name, registered office, object, duration and legal personality Article 1 the name of the society is waste treatment Centre of Andorra, SA.

Article 2 the object of the company is the development of the project of conception, construction and operation of waste treatment Centre for the provision of the public service of the treatment of the waste generated in the Principality of Andorra, and the overthrow of the current thermal treatment plant, in accordance with the terms of the concession.

Equally you can perform, for accessory, complementary activities of the social object suitable for a better development of the Centre.

Article 3 The society, on the basis of their entry in the register of companies, has full legal personality and capacity to act for the effective exercise of all kinds of actions and appeals administrative bodies and courts of any degree and jurisdiction, and to perform all the operations and civil, administrative, commercial, financial and contracts of any other kind or nature which may be necessary or convenient for a better development of its social object.

Article 4 the company is the same length that the concession granted by the Government and its possible extensions, in accordance with article 6 of the specification of particular clauses for the exploitation and creation of waste treatment Centre, over two years, and its operations will begin on the same day in which to acquire legal personality.

Article 5 the address of the society will be in the waste treatment Centre, located on the road to la Comella, from Andorra la Vella.

The ordinary or extraordinary General meeting, will be able to arrange the transfer of the registered office to another village.

II. Article 6 of the social capital social capital is fixed at six million five hundred seventy-nine thousand four hundred euros (EUR 6,579,400) divided into a thousand actions nominatives of 6,579.40 euro nominal value each.

Article 7 at the time of granting the deed of incorporation of the company, the share capital will be fully subscribed and desembossarà half. Based on the second half of the share capital will be carried out depending on the needs of construction of waste treatment Centre.

III. Actions Article 8 the actions must always be nominatives, must be numbered correlatively and extend services, books, and eventually can be represented by temporary certificates.

Both the actions such as temporary certifications must carry the signature of two managers.

Article 9 the actions they have to register in the Register of shares stipulated in article 23 of the regulation of commercial companies, which have to do legally relevant annotations.

Article 10 forbidden the creation of actions which do not respond to an equity contribution effectively to society; or the issue of shares below its face value. It also banned the bearer shares and the plural voting.

IV. The transmission of Article 11 The statutory rules that govern the transfer of shares are as follows: a) for any assignment or transfer of shares, both charges as a free title, is required the prior authorization of the Government.

The Government should pronounce necessarily within a maximum period of three months (3) counting from the time when it is requested by a shareholder


authorization to transmit their actions, authorizing or not the planned transmission. After the deadline of three months (3) without the Government uttered about the transmission, it is understood that the tacitly authorizes and the shareholder concerned is free to transmit their actions under the conditions set out in section b) below.

Without the prior authorization of the Government, made expressly or tacitly, any transfer of shares is null and void and has no effect.

b) after the Government has authorized, if necessary, the assignment or transfer of shares of tacit or expressly, any assignment or transfer of shares among the partners will not be subject to any limitation.

On the other hand, any assignment or transfer of shares to third parties, is subject to the following limitations: 1. The shareholder who wishes to pass on part or all of their actions, they must communicate to the Board of Directors of the company, you must notify all partners within a maximum period of eight (8) calendar days.

2. If the transmission is free, the shareholders have a right of pre-emption by subrogation in the place of the acquirer, by paying you the selling price of the action or acquired shares, which must be fixed by the parties by common agreement.

In the absence of agreement, any of the interested parties may request the fixing of the actual value of the shares transferred by means of a survey carried out by three people.

In case you are coming from their designation, it is up to the Council to appoint three experts in the following way: one is chosen among the lawyers of the Association of lawyers of Andorra; Another is chosen among the economists of the Association of economists of Andorra; and another between the presidents or general managers of a Bank of Andorra. In any case, the costs of expertise and granting of documents that formalized the pre-emption was in charge of the retracting.

The maximum period to exercise this right of pre-emption is six months from the date on which the Board of Directors have access to the transmission to partners. The deadline for paying the price in the event that this be fixed by mutual agreement is the same. In the event that the price be set pericialment, you have to pay in the maximum period of two months since it reported the price fixed pericialment.

3. If the transmission is onerous, the partners have a right of preference, materialised in the corresponding rights of pre-emption and/or pre-emption, to acquire the shares object of alienation, by paying, to whom corresponds, of the price and the cost of what he talks about the rule or above limitation, fixed in the form provided.

The bid must be exercised within 30 days of the written notice. The right of pre-emption, in the absence of notification of the transfer, may exercise within the next year, at the time when the Board of Directors have access to the transmission, and these have had reliable knowledge.

In both cases the deadline to meet the price of the shares and the costs relating is six months from the date of exercise of the pre-emption or, if applicable, of pre-emption.

4. If the transfer takes place for execution of a guarantee on pignorativa shares, the partners have a right of pre-emption to subrogation on the site of the successful tenderer of the stock market, paying him the price justified the award.

In the absence of justification of the adjudication, the pre-emption is exercised for the price and the cost of what he talks about the second rule or limitation, fixed in the way expected there.

The deadline to exercise pre-emption and to pay the price and the costs relating is one year from the date on which the Board of Directors have access to the transmission, and these have had reliable knowledge.

5. Under various members to exercise the right of pre-emption and pre-emption, the acquisition or readquisició is made in proportion to their shares in the capital stock.

Provided that, in the transmissions between members, it seeks to exercise the right of pre-emption and pre-emption, it is understood that there is concurrence among the potentially partner or acquirer initially and that or those who make use of preference rights regulated in the present article.

For the purposes of what is expected to be in the present article, the Board of Directors and/or the president of the society, at the time when you receive reliable communication of the desire of a member to pass on part or all of their actions, or the effective transmission of the same actions, or the execution of a guarantee pignorativa, has a maximum of eight (8) calendar days to notify , in writing, to the other members.

V. Of the indivisibility of the shares Article 12 the shares are indivisible and the company recognises only one vote for each one.

The joint indivisos of one or more actions are required to be represented in the society by a single person appointed by common agreement between them.

Vi. The rights attached to the shares Article 13 The legitimate property of an action grant the quality of partner, with all the rights and obligations attached to this quality and, therefore, involves the express submission to the present by-laws and the agreements of the General meetings, taken from regulatory way.

Article 14 each action represents a part of the share capital amount and gives the right: 1) to the proportional part of the benefits delivered. 2) to one vote in ordinary and extraordinary general meetings. 3) to subscribe, with preference to any third person, and on the corresponding arithmetic ratio, the new shares arising from a possible increase of the share capital, and also to purchase, under the terms of article 11, the actions that any partner intends to alienate. 4) to receive the relevant amount of the social assets, in cases of dissolution and separation.

Article 15 in case of pledge of shares, the quality and the rights inherent in this quality correspond to the debtor, but the creditor is entitled to pignoratiu to register your warranty in the book register of actions and to run it when it's coming from.

Members can only give in pledge its shares with the unanimous consent of the other partners and in the framework of the achievement of the corporate purpose, and that until the definitive reception of the work.

Article 16 is forbidden to usufruct in shares.

VII. The Government of the society Article 17 society is governed and ruled by the General meeting of shareholders and by the Board of Directors.

VIII. General meeting of shareholders the General meeting of shareholders, Article 18 incorporated regularly, is the sovereign body of the


society and represents the universality of the partners. You can be ordinary and extraordinary.

Article 19 the ordinary General Meeting meets once a year, during the first half of each year and is intended to: a) the examination and, if appropriate, the approval of the social management of the accounts and the balance sheet of the company, corresponding to the previous year. b) Resolve on the profit and loss account and distribution of benefits. c) Appoint and remove Commissioners or censors of accounts, fix their remuneration, and claim them reports that, on accounting matters, deemed appropriate for the good progress of the society. d) proceed to choosing or renewal of the members of the Board of Directors; and e) Resolve on any other matter of ordinary administration, the Board of Directors judge convenient include the order of the day.

Article 20 the extraordinary General Meeting meets whenever convened by the Board of Directors, and also when you ask for a number of partners representing at least 10% of the share capital desembossat. In this case, the shareholders request the Board meeting must come up with the order of the day.

The Board of Directors may add other points of interest for the society, to the points proposed by the partners.

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) 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 22 the calling of general meetings, both ordinary and extraordinary, will be made with a minimum anticipation of fifteen (15) working days in which to meet the Board, by means of registered letter addressed to the shareholders, to the address contained in the records of the society or other than, in the case of change, the record reliably communicated to the Board of Directors of the company.

In the certified letter must specify the order of the day of the meeting. Is not valid any deliberation on issues not included in the order of the day announced, unless being put together the 100% of the shareholders will decide so by unanimity.

In the same registered letter may be the first and the second call.

The first ordinary General meeting the summons the representative of the Group of companies that postulated in the public tender announced by the Government, within a period of fifteen days of the incorporation of the company.

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 five 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 five members, who represent the seventy percent (70%) of the total 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 24 the General meetings shall be ordinary or extraordinary validly constituted, without need of previous notice, by Universal and Board regardless of the place of the meeting, if they are present or represented by all the shareholders and agree, unanimously, the holding of the General meeting. The order of the day is what you remember by unanimity. For the adoption of agreements will require the quorum of votes provided for in sections) or b) of the previous article, depending on whether they resolve issues of the competence of the ordinary or Extraordinary General meeting.

Article 25 every action to date in the payment of dividends liabilities gives right to one vote and, as a result, each Member or representative has as many votes as default actions affected not owns or represents.

Article 26 all members are subject to the agreements of the General meetings taken by regulations. However, members who have not been able to attend, personally or by representative, at the meeting of the General meeting, or those to which it has been denied representation, and who are believed to be seriously harmed by any agreement, they can challenge it through the arbitration procedure that govern the present articles of association or in front of the ordinary jurisdiction, as long as they demonstrate that their vote prevented the agreement to take harmful and that his absence due to a just cause of impossibility.

Article 27 the General meeting is presided over by the president of the society and, in case of absence or inability, as Vice President, assisted by the Secretary of the society.

Are president, Vice President and Secretary of the society, which, at that time, you are on the Board of Directors.

The president must be of Andorran nationality and the Secretary, lawyer in exercise in Andorra.


If you do not attend the meeting of the Board, by absence or inability, any of the designated positions expressed by the Council, the functions of the absent or disabled are taken on an interim basis by the shareholder or shareholders present at the Assembly they own or represent more actions.

Article 28 General meetings begin with the votes of the members present or represented. Afterwards, the Acting Chairman declared, if applicable, validly constituted the Board, directs the debates and proclaims the resolutions taken.

The Secretary is noted in the minutes of the resolutions passed by the Board. The events are spread directly in the corresponding Book, duly stamped, which is kept in the registered office; must be signed by the Chairman and by the Secretary, and must be approved by the Board at the same session or in the immediately following.

The total or partial certifications of the agreements entered in minutes must be signed by the Secretary with the approval of the president. These certifications have to provide mandatory at the request of any member or of the judicial authority. In the remaining cases, the delivery is optional.

IX. Article 29 Of the company's Board of directors should be governed, represented and managed by a Board of Directors composed of a maximum of fifteen members. The Board of Directors is made up of representatives of the partners in proportion to their participation. It ensures the participation of all the members with at least one representative.

Each partner appoints his representative on the Board of Directors.

In addition to the representative or representatives which correspond to the Government on the Board of Directors as a partner, it may designate, if it is estimated appropriate, a representative who attend with voice but without vote in the terms provided for by article 3 of the C of the General conditions of the grant.

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.

Article 31 the designation of positions, the powers and the revocation of powers they have to register in the register of societies, in the legally established terms.

Despite the fact that they have been registered in the register of companies, the revocation or termination in advance of the charges they have assigned representative powers and, in general, the revocation of the powers of the officials of the Board or of the society does not produce effects before third parties and suppliers with whom the licensed or charge dismissed operate regularly in use of the firm name, unless they have notified the revocation.

Article 32 expressly without prejudice to the General meeting that requested, are powers of the Board of Directors. a) the representation of the company in the face of the Government, are common and parapublic entities. b) the call of the ordinary and extraordinary general meetings. c) Formulated the balances, inventories, annual reports, budgets and investment plans that have been subject to the approval of the General meeting.

Without prejudice to this and in the development of their powers estatuàries, the Board of Directors must hold at the instructions and valid agreements of the General meeting of members.

Article 33 the president has, within the Council, those same faculties and powers that the article 29 gives in general meetings, and is responsible for enforcing the resolutions of the Board and of the Board, and also to convene the meetings of the first with the advance that the Council agreed in a general way. And at the same time the Chairman of the Board of Directors the representation of the company in front of the Government, are common and parapublic entities.

The Secretary has, within the Council, the same attributes that correspond to the powers of general meetings.

Article 34 The Board of Directors meets whenever it deems it advisable to ask the president or two or more of its members.

Of the meetings you have to lift the corresponding minutes, which must extend directly the Secretary in the book of acts of the Board of Directors. The acts, once read and approved, shall be signed by the Chairman and by the Secretary.

In the meetings of the Board of directors or in front of the General meeting, the directors may only be represented by other members of the same Board of Directors.

Article 35 decisions of the Board of Directors are taken by a majority of the members present, except in the following cases, which have been adopted by at least 80% of the members present: a) applications for credits or guarantees for an amount exceeding € 300,000; b) awarded bids in excess of 300,000 euros, except with regard to the initial investment and the construction of waste treatment Centre.

Article 36 corresponds to the Board of Directors to appoint a manager who has to assume the management of the partnership with criteria of profitability and professionalism, to fulfil the functions in this sense and within this area may be assigned by the Board of Directors. Rest well understood that the Manager may not have powers of representation in general society.

The position of Managing Director is paid and has a duration of five years, without prejudice to the revocation before this deadline for the Board of Directors to the General meeting.

Article 37 the acts and contracts given collegially by the Board of Directors, by its president on your behalf, or to other officers and officials of the Council's use of their representational powers of the statutes or the powers agreed, require straight society. As a result, the third parties affected have only action against the company and not against its officials.

Article 38 The Board of Directors in collegially and its members individually respond only to their management and performance in the face of society, as represented by the General meeting of shareholders. The charges and licensed of the Council respond of his performance in front of the same Council that is mandated or delegated.

X. accounting Article 39 The Board of Directors is obliged to bring a formal accounting of the


operations of the company, in the books that determined by the General meeting, and to submit the balance sheet and the proposal for distribution of profits, in the first four months of each social exercise.

In any case, is required to bring the following accounting books: newspaper, major, inventory and balance sheet.

Article 40 Any Member has the right to examine personally the accounting documents of the company, the registered office and during the ten days immediately prior to the meeting of the ordinary General meeting in order to carry out the checks and ask for the explanations it deems necessary.

In addition, each Member receives a monthly accounting situation.

XI. The auditors or Commissioners of accounts Article 41, without prejudice to the rights of members to examine personally the accounting documents of the company, the ordinary General meeting has to appoint an auditor and Commissioner of accounts. Its strong management, at least, unless early revocation of the extraordinary General meeting, until they have met the Ordinary Board immediately following that appointment. The auditors or curators can be re-elected indefinitely.

Article 42 the nomination of auditors or Commissioners of accounts must fall on technical or accounting experts, whether they are individuals, whether legal persons; the position is rewarding in the form and amount that freely agreed by the General meeting that has been designated.

The nomination, however, may not fall ever in the same technical or accounting experts that, eventually, will have served on the Board of Directors to take and complete accounting of the society.

Article 43 the accounts have to be audited in each exercise.

The Board of Directors is obliged to have made the accounting documents to be submitted to the approval of the ordinary General meeting, two months before this meet; to make them available to auditors or Commissioners of accounts, during the same period; and to allow the inspections accountants who, in accordance with the present article, the auditors made or curators.

Article 44 the Commissioners of accounts or auditors may not communicate privately to partners, or to third parties, the results of its management, under the civil and criminal liability to apply.

XII. The benefits and results Article 45 social year begins on 1st January and ends on 31st December of each year. Exceptionally, the first financial year will begin the day in what is definitely set up the company and will end on 31 December next.

Article 46 the revenue of the society, by all concepts, after deducting all the expenses and depreciation, constitute the social benefits that are distributed in the following way: a) in any case, should be allocated to the reserve fund 10% at least of the social benefits, until the above-mentioned funds do not represent, at least, 10% of the share capital.

b) regarding the surplus, the Board of Directors has to submit to the General meeting the proposed distribution of dividends between the shareholders, the allocation to the Manager, the same dignitaries or Council Commissioners of accounts or auditors of the company, as well as the planned to increase the reserve fund, if it is estimated appropriate, for forecasts of investment in the system of self-financing , and for the attention that they believe appropriate.

Article 47 without prejudice to the provisions of the previous article, the Board of Directors may, at any time in the tax year, to propose to the General meeting, it may be decided, the payment of interim dividends of profits.

In any case, the agreed dividend for ordinary or extraordinary General meeting, will be paid within the month following the meeting in what have been agreed.

XIII. Dissolution and liquidation Article 48 the extraordinary General meeting may, unanimously agreed to the dissolution of the society, without prejudice to the requirements of the General conditions of contract of the waste treatment Centre.

In any case, the dissolution of the society will be automatic, in the event of termination of this grant, for any reason.

Article 49 Agreed the dissolution, Act of liquidators who designates the General meeting and, in default of appointment, will the settlement the same Board of Directors.

In any case, those who act of liquidators will not be able to start new operations, but must be limited to the end of the already started, to carry out the active, extinguish liabilities and convene, within the maximum period that you have pointed out the General, another extraordinary General meeting to give accounts of the liquidation.

Once extinct, all of the obligations of the company, the excess will be distributed between the shareholders pro rata to the share capital representing desembossat.

XIV. Submission to the Andorran jurisdiction Article 50 the partners cannot try any lawsuit or claim against the society, without having the subject prior to the General meeting of members.

Article 51 any matters that may arise between members, between them and the society, or between this and the members of the Board of Directors, proxies or licensed non-members, with regard to the interpretation, application or implementation of the present by-laws, shall be resolved by the Andorran courts, to which both parties submit expressly with renouncing their own jurisdiction if other was.

XV. Final provisions Article 52 the extinction of the society and any modification of these statutes approved by the extraordinary General meeting with quorum and majorities in the same by-laws must be necessarily subjected to the approval of the General Council in accordance with the provisions of article 2, section d) of the general law on public finance. Without this approval, the amendment of statutes has no effect.

Article 53 In everything that is not provided for by these statutes shall apply the provisions of the regulation of companies and the other legal provisions in force.

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