Appointment, resignation and removal from office. The first Managing Partner appointed by the Memorandum and Articles of Association, for a term equal to the duration of the Company, is Rothschild & Co Gestion, a French simplified joint stock company (société par actions simplifiée) registered on the Paris Trade and Companies Register and having its registered office at 0 Xxx xx Xxxxxxx, 00000 Xxxxx. Any other Managing Partner appointed under the Memorandum and Articles of Association shall be appointed by the general partners with the approval of the Extraordinary General Meeting of Shareholders. Any Managing Partner not appointed under the Memorandum and Articles of Association shall be appointed by the general partners. Each Managing Partner may resign from office, subject to giving at least nine (9) months’ notice. However said notice period may be reduced by decision of the general partners in the event of circumstances that seriously affect the Managing Partner in question’s ability to perform his duties. Each Managing Partner appointed by the Memorandum and Articles of Association may be removed from office at any time by decision of the general partners with the approval of the Extraordinary General Meeting of Shareholders and only for valid reasons, including but not limited to, incapacity or if bankruptcy proceedings are brought against the Managing Partner in question. Each Managing Partner not appointed under the Memorandum and Articles of Association may be removed from office at any time by decision of the general partners. In the event of cessation of duties of all the Company Managing Partners, irrespective of the reason therefor, resulting in a Managing Partner vacancy, the general partners shall manage the Company pending the appointment of one or more new Managing Partners under the terms and conditions laid down herein.
