GuillermoRosés SRLU

Majority principle (private limited company).

1. Corporate resolutions must be passed by a majority of the validly cast votes, which must represent at least one third of the votes corresponding to the shares into which the share capital is divided. Blank votes will not be computed.

2. By way of exception:

1. An increase or reduction in capital and any other change to the articles of association will require a vote in favour of the change from more than half of the votes corresponding to the shares into which the share capital is divided.

2. The following resolutions all require a vote in favour from at least two thirds of the votes corresponding to the shares into which the share capital is divided: authorisation for directors to devote themselves to the same, a similar or a complementary type of activity to that which constitutes the corporate objects, either on their own account or for a third party; the removal of or a restriction on the pre-emption right on capital increases; a change of legal status, merger, spin-off, global assignment of assets and liabilities; the transfer of the company’s registered office to another country; the exclusion of members.