The general partnership is a company in which all partners are merchants and are indefinitely, jointly and severally liable for the company debts.

The company's creditors may attempt to collect company debts against a partner only sixty (60) days at least after having unsuccessfully made a demand to the company. Demand shall be made by deed of a bailiff or by any means that prove actual receipt by the addressee.

Such time limit may be extended by a decision of the competent court ruling expeditiously without exceeding thirty (30) days.

The general partnership shall be given a name, to which can be incorporated the name of one or more partners, and which shall be immediately preceded or followed by the word “partnership” written in legible characters or by the abbreviation “P”.

The stated capital shall be divided into partnership interests of the same nominal value.

The partnership interests may only be assigned with the unanimous consent of the partners. Any assignment of partnership interests made in breach of this paragraph shall be null.

Failing unanimity, the assignment may not take place, but the articles of association may provide a repurchase procedure to allow removal of the assigning partner.

The assignment of partnership interests shall be recorded in writing.

It may only be binding on the company after the completion of one of the following formalities:

It shall be enforceable against third parties only after completion of this formality and after publicity through its filing as an annex at the registry of commerce and securities.

The articles of association shall organize the management of the company.

They may appoint one or several managers, partners or not, natural person or legal entity, or provide for the appointments in a subsequent instrument.

Where a legal entity is manager, its management shall be subject to the same conditions and obligations and shall incur the same civil and criminal responsibilities as if they were managers on their own account, notwithstanding the joint and several liability of the legal entity they head.

Where the management is not organized in the articles of association, all partners are deemed to be managers.

In dealings among partners, and absent a definition/determination of his powers in the articles of association, the manager may perform all managerial duties in the interest of the company. Where there are many managers, each has the same powers as if he was the sole manager of the company, save the right held by each of them to object to any transaction before it is concluded.

In dealings with third parties, the manager binds the company by acts falling within the company purpose.

Any objection made by a manager to the actions of another manager shall have no effect against third parties, unless it is established that they have had knowledge thereof.

Provisions of the articles of association limiting the powers of managers as stipulated in this article shall not be enforceable against bona fide third parties.

Unless otherwise provided by the articles of association, compensation of managers shall be set by the majority in number and in capital of the partners.

Where the manager is also a partner, the decision to fix his compensation shall be made by the majority in number and in capital of the other partners.

Resolutions taken in violation of this article or, where appropriate, derogatory clauses provided for in the articles of association, shall be null.

Where all the partners are managers, or if a managing partner is appointed by the articles of association, the removal of one of them shall be effected only unanimously by the other partners.

Such removal shall cause the dissolution of the company, unless the articles of association provide for its continuation or the other partners decide so unanimously.

The dismissed managing partner may decide withdraw from the company by requesting a refund of his partnership interests in the company whose value shall be determined, failing an agreement between the parties, by an expert appointed by the competent court ruling expeditiously.

The manager not appointed by the articles of association, whether he is partner or not, may be removed by a decision of the majority in number and in capital of partners.

Where the manager whose removal is submitted to the vote of the partners, is himself a partner, the decision shall be made by the majority in number and in capital of the other partners.

Where the manager is removed without valid reasons, such removal may give rise to payment of damages.

Actions or deliberations taken in violation of articles 279 and 280 paragraphs 2 and 3 above shall be null.

All decisions which exceed the powers of the managers shall be taken unanimously by the partners.

However, the articles of association may provide that certain decisions shall be taken by a majority which they shall set.

Decisions taken in violation of this article or, where appropriate, derogatory provisions provided for in the articles of association, shall be null.

Collective decisions shall be taken at the general meeting or by written consent where the general meeting is not requested by one of the partners.

Actions or deliberations taken in violation of the preceding paragraph shall be null.

The articles of association shall define the rules governing consultation procedures, quorums and majorities. Decisions taken in violation of these rules shall be null.

Where decisions are taken in a general meeting, such general meeting shall be called by the manager or by one of them at least fifteen (15) days prior, by hand-delivered letter against a receipt, by registered mail with request for acknowledgement of receipt, by fax or electronic mail. Notices by fax and electronic mail shall be valid only where the partner has given his written consent before, and provided his fax number or email address, as the case may be. He may, at any time, expressly request the company by registered mail with request for acknowledgement of receipt stating that the aforementioned means of communication be replaced in the future by a postal mail.

The notice of meeting shall state the date, the venue and the agenda of the general meeting.

Any general meeting improperly called may be cancelled. However, the action for invalidity shall not be admissible when all partners were present or represented.

The minutes shall be signed by each of the partners present or represented.

In the event of written consent, it shall be stated in the minutes to which shall be appended the response of each partner and signed by the managers.

It shall be held annually, within six (6) months of the close of the fiscal year, a general annual meeting during which the management report, the inventory and the summary financial statements prepared by managers shall be submitted for approval to the meeting of the partners.

To this end, documents referred to in the preceding paragraph, the proposed draft resolutions as well as, where appropriate, the report of the auditors, shall be sent to partners at least fifteen (15) days prior to the meeting. Any decision taken in violation of the provisions of this paragraph may be reversed.

The annual general meeting may validly be held only if a majority of partners representing half of the stated capital are present. Any decision taken in violation of this paragraph shall be null.

The general meeting shall be chaired by the member representing himself or as a proxy holds the greatest number of partnership interests.

Non-managing partners are entitled to inspect, at the headquarters, twice (2) a year, all records and accounting documents as well as the minutes of deliberations and collective decisions. They shall have the right to make copy thereof at their expense.

They shall inform the managers of their intention to exercise that right at least fifteen (15) days in advance, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt or by fax.

They shall have the right to seek the assistance of a professional accountant or an auditor at their expense.

Partnerships that meet at the end of the fiscal year, two (2) of the following conditions shall:

The company is no longer required to appoint an auditor insofar as it has not met two (2) of the conditions set forth above for the two (2) fiscal years preceding the expiration of the mandate of the auditor.

For other partnerships not meeting these criteria, the appointment of an auditor is optional. However, it may be requested in court by one or more partners holding at least one-tenth of the stated capital.

The provisions of articles 377 et seq. hereinafter shall be applicable to any auditor appointed in accordance with the provisions of this article.

The company ends upon the death of a partner. However, the articles of association may provide that the company continues to exist either between the surviving partners, or between the surviving partners and the heirs or successors of the deceased partner, with or without the approval of the surviving partners.

Where it is provided that the company shall continue only with the surviving partners, or where the latter refuse to approve the heirs or successors of the deceased partner or where they only approve some of them, the surviving partners must redeem from heirs or successors of the deceased partner or from those who have not been approved, their partnership interests.

In the event of continuation and where one or more of heirs or successors of the deceased partner are unemancipated minors, the latter’s liability for the company debts shall only be up to the limit of the inherited partnership interests.

Moreover, the company shall be transformed within a period of one (1) year following the death into a limited liability partnership in which the minor becomes a limited partner. Otherwise, the company is dissolved.

The company shall also end when a judgment to liquidate assets, of bankruptcy, or measures of legal incapacity or prohibition to engage in a commercial activity are rendered against a partner unless the articles of association of the company provide for the continuation of business, or the other partners so decide unanimously.

In cases of refusal to approve heirs and successors, or withdrawal of a partner, the value of the partnership interests to be refunded to those concerned shall be set in accordance with the provisions of article 59 above.

In the cases contemplated in the foregoing paragraph where partners must redeem partnership interests, the partners shall be held jointly and severally liable for the payment of such interests.

The limited liability partnership is a partnership in which one or more partners jointly and severally liable for the company debts, referred to as “general partners”, coexist with one or more partners liable for the company debts up to the limit of their contributions referred to as “limited partners” or “limited liability partners”, and whose capital is divided into partnership interests.

Provisions relating to partnerships shall be applicable to limited liability partnerships subject to the rules set forth in this uniform Act.

The limited liability partnership shall be given a name which shall be immediately preceded or followed by the word “limited partnership” written in legible characters or by the abbreviation “L.P.”.

The name of a limited partner may never be incorporated into the company name, failing which the latter shall be jointly and severally liable for company debts.

The articles of association of the limited liability partnership shall necessarily contain the following information:

Equity interests may be transferred only with the consent of all the partners. However, the articles of association may provide that:

Any transfer of interests made in breach of the first paragraph of this article or, where applicable, provisions of the articles of association in accordance with the second paragraph of this article shall be null.

The transfer of shares shall be recorded in a written document.

It shall be enforceable against the company only after completion of one of the following formalities:

It shall be enforceable against third parties only after completion of this formality and after publicity by filing with the registry of commerce and securities.

The limited liability partnership shall be managed by all general partners, unless the articles of association contain a provision appointing one or more managers from among the general partners, or provide for the appointment of such manager (s) by a subsequent instrument under the same conditions and with the same powers as in a partnership.

The limited partner or partners shall not undertake any external management duty, even by virtue of a power of attorney.

In the event of infringement of the prohibition referred to in the preceding article, the limited partner or partners shall be jointly and severally liable, along with the general partners, for the company debts and commitments deriving from management actions they carried out.

Depending on the number or the severity of such actions, they may be liable for all company commitments or only a few of them.

Opinions and advice as well as acts of oversight and audit shall not bind limited partners.

All decisions that exceed the powers of the managers shall be taken collectively by the partners.

The articles of association shall set consultation mechanisms, by meetings or written consent, as well as quorum and majority rules. Decisions taken in violation of such provisions of the articles of association shall be null.

However, the meeting of all partners shall be automatic where it is requested either by a general partner or by one-quarter in number and in capital of the limited partners.

Where decisions are taken in a general meeting, such meeting shall be called by the manager (s) at least fifteen (15) days prior, by hand-delivered letter against a receipt, by registered mail with request for acknowledgement of receipt, by fax or electronic mail. Notices by fax and electronic mail shall be valid only if the partner has given his prior written consent, and provided his fax number or email address, as the case may be. He may, at any time, request expressly to the company by registered mail with request for acknowledgement of receipt that the aforementioned means of communication be replaced in the future by postal mail.

The notice of meeting shall indicate the date, venue and agenda of the meeting.

Any meeting improperly called may be cancelled. However, the action for invalidity shall not be admissible when all partners were present or represented.

Minutes shall be signed by each of the partners present.

In the event of written consent, it shall be stated in the minutes to which shall be appended the response of each partner and that are signed by the managers.

Amendments to the articles of association shall be decided with the consent of all general partners and the majority in number and in capital of limited partners. Any decision taken in violation of this article shall be null.

It shall be held annually, within six (6) months of the close of the fiscal year, a general annual meeting during which the management report, the inventory and the summary financial statements prepared by managers are submitted for approval to the meeting of the partners.

To this end, documents referred to in the preceding paragraph, the draft resolutions as well as, where applicable, the report of the auditor, shall be sent to partners at least fifteen (15) days prior to the meeting. Any decision taken in violation of the provisions of this paragraph shall be null.

The annual general meeting may not be validly held unless a majority of partners representing at least half of the stated capital are present. Any decision taken in violation of this paragraph shall be null.

The meeting shall be chaired by the member representing by himself or as a proxy the greatest number of partnership interests.

Limited partners and general partners who are not managers shall be entitled to inspect, twice (2) a year, the company books and records and to ask questions in writing on the management of the company, which must receive also written responses.

The company shall continue to operate in spite of the death of a limited partner. In the event it is provided that despite the death of one of the general partners, the company continues with his heirs, the latter shall become limited partners when they are unemancipated minors.

Where the deceased partner was the sole general partner and if his heirs are then unemancipated minors, he shall be replaced by a new general partner, or the company shall be transformed within a period of one (1) year from the death.

Failing this, the company is automatically dissolved at the expiration of the deadline prescribed in the preceding paragraph.

The private limited company is a company in which members are liable for the company debts only proportionally to their contributions and whose rights are represented by equity interests.

It may be formed by a natural person or legal entity, or by two or more natural persons or legal entities.

It shall be designated by a name which shall be immediately preceded or followed by the following words written in legible characters: “private limited company” or by the abbreviation: “PLC”.

Unless otherwise provided for by a national legislation, the amount of stated capital shall be one million (1,000,000) CFA Francs at least. It shall be divided into equal equity interests whose nominal value is not less than five thousand (5,000) CFA Francs.

Equity interests must be subscribed in full by the members. They shall be paid in full when they represent contributions in kind.

Equity interests representing contributions in cash shall be paid upon subscription of the capital by at least half of their nominal value.

The payment of surplus shall be made once or by installments within a period of two (2) years from the registration of the company with the registry of commerce and securities, pursuant to the terms provided in the articles of association.

The articles of association shall necessarily contain the valuation of each contribution in kind and a description of special benefits granted as well as, where appropriate, their appraisal.

The valuation of contributions in kind shall be carried out by a contribution auditor where the value of the contributions in kind under consideration, or the value of the overall contributions in kind in question exceeds five million (5,000,000) CFA Francs.

The evaluation of special benefits shall be necessarily carried out by a contributions auditor.

The contributions auditor, selected from a list of auditors in accordance with procedures set forth in articles 694 et seq. of this uniform Act, shall be appointed unanimously by the future members or, failing that, by the competent court at the request of the founders of the company or of one of them.

The contributions auditor shall prepare, under his professional responsibility, a report to be appended to the articles of association. Such report shall describe each contributions in kind and/or special benefits, as applicable, state the valuation method and the reasons therefor. He shall certify that the value of the contributions is in line with, at least, the nominal value of equity interests to be issued.

In the event the value of special benefits could not be established, the contributions auditor shall weigh their consistency and their impact on the members’ situation.

Where there was not a contributions auditor or where the value allocated is different from that proposed by the contributions auditor, the members shall be jointly and severally liable to third parties for the value allocated to contributions in kind for five (5) years.

The obligation to provide guarantees pertains only to the value of contributions at the time the capital is being constituted or during a capital increase and does not pertain to the maintenance of the said value.

Funds received in payment of equity interests shall be immediately deposited by the founder in a bank or any other duly accredited credit or microfinance institution, against a receipt, on an account opened in the name of the company being formed, or with a notary’s office.

The payment of equity interests and the deposit of the funds shall be recorded in the articles of association.

Unless otherwise provided for in the national legislations, the payment and deposit of the funds shall be recorded by a notary within the jurisdiction of the headquarters in a notarial statement of subscription and payment listing subscribers with their last and first names, domicile for natural persons, company name, legal form and headquarters for legal entities, as well as the bank domiciliation of all interested parties and, where applicable, the amount of money paid by each of them.

Funds thus deposited shall be unavailable until the day of the registration of the company with the registry of commerce and securities. Effective that day, they shall be made available to the manager(s) duly appointed by the articles of association or by a subsequent instrument.

In the event the company is not registered with the registry of commerce and securities within a period of six (6) months from the initial deposit of funds at a bank, or at any other duly accredited credit or microfinance institution, or at a notary’s office, the contributors may, either individually, or collectively through an agent, petition the competent court for the authorization to withdraw the amount of their contributions.

The member(s) must all sign the document instituting the company, in person or through an agent with special powers. Failing that, the company shall be null.

The first managers and the members to whom the invalidity of the company is attributable shall be jointly and severally liable to the other partners and to third-parties for the damage resulting from the cancellation.

Civil liability suit shall be time-barred after three (3) years from the date the cancellation decision became res judicata.

Inter vivos equity interest transfer shall be done in written.

It is enforceable against the company only after completion of one of the following formalities:

The transfer is enforceable against third parties only after completion one of the above formalities and after filing with the registry of commerce and securities.

The articles of association freely organize the procedures for the transfer of the equity interests between members. Failing this, the transfer of equity interests between partners shall be free.

The articles of association may also organize the procedures for the transfer of equity interests between spouses, ascendants and descendants. Failing this, the equity interests shall be freely transferable among the interested parties.

Shall be null, any transfer of equity interests made in violation of the provisions of the articles of association organized in accordance with this article.

The articles of association shall freely organize the procedures for the transfer of equity interests against payment to third parties outside the company.

Failing this:

Where the company does not communicate its decision within a period of three (3) months from the date of the last notification, consent to the transfer is deemed granted.

Where the company refuses to consent to the transfer, the members shall be jointly and severally required, within three (3) months following the notification of refusal to the transferor member, to acquire the interests at a price which, failing agreement between the parties, shall be fixed by an expert appointed by the competent court at the request of the earliest petitioner.

The three (3) month period may be extended once by a decision of the competent court, and without such extension exceeding one hundred and twenty (120) days. In such a case, the sums due shall bear interest at the legal rate.

The company may also, with the consent of the transferor member, decide within the same timeframe, to reduce the amount of the stated capital by the amount of the nominal value of the equity interests of such member and to purchase such equity interests at a price set by mutual agreement between the parties, or determined in accordance with paragraph 4 of this article.

Any transfer of equity interests made in breach of the provisions of the articles of association established in accordance with the first paragraph of this article or, failing this, in violation of paragraphs 2 et seq. of this article, shall be null.

Where, upon expiration of time limits set forth in the preceding article, none of the solutions provided for in paragraphs 4 and 5 of the said article, is implemented, the transferor members may freely carry out the transfer initially planned or, if he deems it preferable, abandon the transfer and retain his interests.

The articles of association may provide that, in the event of the death of a member one or more of his heirs or successors may become member (s) only after they have been approved under the conditions set therein.

The approval time limit granted to the company shall not be longer than the time provided for in articles 319 and 320 above and the required majority may not be greater than the one stipulated in article 319.

The approval decision shall be notified to each heir or successor concerned, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt.

In case the company refuses to approve, the provisions of articles 318 and 319 above shall apply, and where none of the solutions provided for in these articles is implemented has been resolved within the time period set, the approval shall be deemed granted. The same shall apply where no notification has been made to the individuals concerned.

Any transfer of equity interests carried out in violation of the provisions of the articles of association established in accordance with the first paragraph of this article or, failing this, in violation of paragraphs 2 et seq. of this article shall be null.

Where the company gives it consent to a project to pledge equity interests, under the conditions set forth for the transfer of interests to third parties, such consent shall imply approval of the transferee in the event of compulsory assignment of equity interests regularly pledged, unless the

company opts, upon the transfer, to immediately repurchase such interests in order to reduce its capital.

For the application of the provisions of the paragraph above and for the pledge to be enforceable against third parties, the equity interests pledge must be recorded in a notarial deed or in a private signed deed notified to the company and published in the registry of commerce and securities.

The private limited company is managed by one or more natural persons, members or not.

They shall be appointed by the members in the articles of association or in a subsequent instrument. In the latter case, unless a provision of the articles of association requires a stronger majority, the decision shall be taken by a majority of members holding more than half of the capital.

Any decision taken in violation of these majority rules shall be null.

Absent any provisions of the articles of association, the manager (s) shall be appointed for four (4) years. They may be reelected.

The duties of the manager shall be gratuitous or shall be compensated as provided in the articles of association, or in a collective decision of the members.

The manager, when he is a member, shall not participate in the vote during deliberations pertaining to his compensation and his votes shall not be taken into account for the calculation of majority. Any deliberation conducted in violation of this paragraph shall be null. The provisions of this paragraph shall not apply where the company has a sole member.

The determination of the compensation is not subject to the regime of regulated agreements provided for in articles 350 et seq.

Manager (s), whether appointed in the articles of association or not, may be removed from office by a decision of the members holding more than half of the equity interests. Any decision taken in violation of this paragraph shall be null.

If the removal from office is decided without just cause, it may give rise to payment of damages.

Furthermore, the manager may be removed from office by the competent court within the jurisdiction of the headquarters, for just cause, at the request of any member.

The manager (s) may freely resign. However, if the resignation is presented without just cause, the company may file a suit to receive compensation for the damage suffered.

In dealings between members and absent any provisions of the articles of association setting his powers, the manager shall perform all managerial duties in the interest of the company.

If the event here are several managers, they shall separately hold the powers provided for under this article, except the right for each of them to object to any transaction before it is concluded.

The objection raised by one manager to the acts of another manager shall have no effect on third parties, unless it is proved/established that they had knowledge thereof.

In dealings with third parties, the manager is vested with the broadest authority to act in all circumstances on behalf of the company, subject to the powers which this uniform Act expressly attributed/granted to members.

The company shall be bound, even by the actions of the manager that do not fall within the company purpose, unless it can establish that the third party knew that the action exceeded such purpose, or that he could not have been unaware of it given the circumstances, with the understanding that the mere publication of the articles of association is enough to constitute such evidence.

Provisions of the articles of association limiting the powers of managers which result from this article shall not be enforceable against bona fide third parties.

Managers shall be liable, individually or jointly, as the case may be, to the company or to third parties, either for violations of legislative or regulatory provisions applicable to private limited companies, or of provisions of the articles of association, or for faults committed in their management.

Where several managers took part in the same actions, the competent court shall determine the contributive responsibility of each of them in setting compensation for the damage suffered.

Aside from to the suit for compensation for damages sustained personally, members representing the quarter of the members and the quarter of the equity interests may, either individually or collectively, initiate a member derivative lawsuit against the manager.

The plaintiffs are entitled to seek compensation for the entire damage suffered by the company, to which damages shall be awarded, if any.

No provision of the articles of association may subordinate a partner derivative lawsuit to the prior notice or authorization of the general meeting, or contain advance waiver of the option for such action.

No decision of the general meeting shall extinguish a suit for civil liability against managers for a fault committed during the performance of their duties. Any decision to the contrary shall be null.

Suits for civil liability provided for in the two (2) preceding articles shall become time-barred after three (3) years from the date of the harmful event or, where it has been concealed, from the date of its disclosure.

However, where the fact is qualified as a crime, the suit shall be time-barred after ten (10) years.

Collective decisions are taken at general meetings.

However, the articles of association may provide that some or all decisions shall be taken by written consent of members, except in the case of the annual general meeting. Decisions taken in violation of these provisions of the articles of association shall be null.

Each member is entitled to participate in decision-making and shall have a number of votes equal to the number of company equity interests he holds. Where there is a sole partner, he shall take, alone, decisions falling within the competence of the general meeting.

A member may be represented by her spouse, unless the partners of the company are the two (2) spouses.

Except where there are only two (2) members, a member may be represented by another member. He may only be represented by another individual if the articles of association so provide.

The mandate given to another member or to a third party shall be valid only for a single meeting or for several successive meetings called with the same agenda.

A member may not appoint a proxy to vote for a portion of his interests and vote in person for the other portion of his interests.

Deliberations conducted in violation of articles 334 and 335 above shall be null.

Members are called to meetings by the manager. One or more members holding half or the equity interests, or holding, if they represent at least a quarter of the partners, a quarter of the equity interests, may demand the call of a general meeting.

Moreover, any member may petition the court for the appointment of an ad hoc agent responsible for calling the general meeting and setting the agenda.

Last, meetings may also be called by the auditor, where there is one, after the latter has unsuccessfully requested, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt, the manager to call the meeting. Where the auditor calls the meeting, he shall set the agenda and may, for underlying reasons, choose a meeting venue other than the one possibly provided for in the articles of association. He shall explain the reasons for the meeting in a report to be read at the said meeting.

Members are called at least fifteen (15) days prior to the meeting by hand-delivered letter against a receipt, by registered mail with request for acknowledgement of receipt, by fax or electronic mail. Notices of meeting by fax and electronic mail shall be valid only where the partner has given his prior written consent, and communicated his fax number or electronic address, as the case may be. He may, at any time, expressly request to the company, by registered mail with request for acknowledgement of receipt, that the abovementioned means of communication be replaced in the future by a postal mail.

The notice of meeting shall state the date, venue and agenda of the meeting.

Where the meeting is requested by members, the manager shall call the meeting and provide the agenda prepared by them.

In accordance with the forms and time limits set forth in the first paragraph of this article, members shall be able to exercise the right to communication stipulated in article 345 hereinafter.

The meeting shall not discuss an item that is not included on the agenda.

However, it may, even if that question/issue is not on the agenda, remove the manager and choose his replacement.

Any deliberation conducted in violation of paragraph 1 of this article shall be null.

Any meeting improperly called may be cancelled. However, the action for invalidity is inadmissible where all members were present or represented.

In the event of written consent, the draft resolutions as well as documents necessary for members’ information shall be sent to each of them under the same conditions as those set forth in the first paragraph of article 338 above.

Members shall have a minimum period of fifteen (15) days from the date of receipt of the draft resolutions to vote.

The members’ meeting shall be chaired by the manager or one of the managers. Where none of

the managers is a member, the meeting shall be chaired by the member who is present and willing and who holds the largest number of equity interests, and in case of equality, by the oldest member.

Deliberations of the general meetings shall be recorded in minutes stating the date and venue of the meeting, the first and last names of the members present, the documents and reports submitted for discussion, a summary of the proceedings, the text of the resolutions put to vote and the outcome of the votes.

Minutes shall be signed by each of the members present.

In the event of written consent, it shall be stated in the minutes to which shall be appended the response of each member, and which shall be signed by the manager (s).

Copies or extracts of the minutes of the members’ deliberations shall be duly certified by a single manager.

Members have a permanently right to information on the company business and affairs. Prior to general meetings, they also have the right to communication.

Regarding the annual general meeting, the right to communication shall concern the annual summary financial statements of the fiscal year and the management report prepared by the manager, the content of the draft resolutions proposed and, where appropriate, the general report of the auditor as well as the auditor’s special report on the agreements between the company and a manager or a member.

The right to communication shall be exercised during the fifteen (15) days prior to the general meeting.

From the date of communication of the this records, any member shall have the right to ask questions in writing, to which the manager shall respond during the meeting.

With regard to meetings other than the annual meeting, the right to communication shall concern the content of the draft resolutions proposed, the manager’s report and, where applicable, the auditor’s report.

Any deliberation conducted in violation of the provisions of this paragraph may be canceled. Furthermore, a member may also, at any time, obtain a copy of documents mentioned in the first paragraph of this article relating to the last three (3) fiscal years. Similarly, all non-managing members may, twice in a fiscal year, ask questions in writing to the manager on any fact likely to jeopardize the good running of the company operations. The manager's response shall be communicated to the auditor.

The distribution of profits shall be carried out in accordance with the articles of association, subject to mandatory provisions common to all companies.

The dividend shall be instituted from the profits of the fiscal year minus, where appropriate, any prior year losses, an allocation equal to one-tenth at least deposited for the creation of a reserve fund known as “legal reserve”. Such allocation shall cease to be mandatory where the reserve reaches one-fifth of the amount of the stated capital. Any decision taken in violation of this paragraph shall be null.

The payment of dividends, not corresponding to profits actually earner, may be recovered from members that received them.

Actions for refund shall be time-barred after a period of three (3) years from the date of the distribution of the dividend.

Ordinary collective decisions are the ones whose purpose is to review the summary financial statements of the preceding fiscal year, to authorize management to carry out operations that are subordinated, pursuant to the articles of association, to the prior consent of members, to appoint and replace managers and, where applicable, the auditor, to approve agreements entered into by and between the company and one of its managers or members, and more generally, to decide on all matters which do not result in an amendment of the articles of association.

Where the company has only a single member, the provisions of articles 558 to 561 hereinafter, excluding those of the second paragraphs of articles 558 and 559 hereinafter, shall apply. Provisions of this Chapter which are not contrary hereto shall also apply.

The annual ordinary general meeting shall be held within six (6) months from the close of the fiscal year. Managers may petition an extension of this time limit to the competent court ruling further to a motion.

Where members fail to meet within the above-mentioned period, the public prosecutor or any partner may petition the competent court ruling expeditiously to enjoin the managers, if need be under a fine, to call the meeting or appoint an ad hoc agent to carry out that task.

In ordinary meetings or in ordinary written consents, decisions shall be adopted by one or more members representing more than half of the capital.

Failure to attain this majority, and unless otherwise provided for in the articles of association, members shall be, as the case may be, called or consulted a second time and decisions shall be taken by a majority of votes cast, notwithstanding the share of the capital represented.

However, in all cases, dismissal of managers may only be decided by an absolute majority. Any decision taken in violation of this section shall be null.

The ordinary general meeting shall decide on agreements entered into by, directly or through a third party, and between the company and one of its managers or members.

For this purpose, the manager (s) or the auditor, where there is one, shall present, at the ordinary annual general meeting, or attach to documents sent to partners, a report on agreements entered into, directly or through a third party, between the company and one of its managers or members.

The same shall apply to agreements concluded with:

Where the company has only a single member and the agreement is concluded with him, it shall only be stated in the register of deliberations.

The manager shall notify the auditor, where there is one, of agreements referred to in the previous article, within a period of one (1) month from the signing of the said agreements.

Where the performance of agreements concluded during previous fiscal years continues over the last fiscal year, the auditor shall be informed of this situation within a period of one (1) month following the date of the end of the fiscal year.

The authorization of the ordinary general meeting is not needed where agreements relate to ordinary operations entered into under regular conditions.

Ordinary operations are those carried out routinely by a company in the ordinary course of business, as part of its activities.

Regular conditions are those applied for similar agreements of the company in question or, possibly, those applied by companies in the same sector.

The report of the manager or of the auditor, if there is one, shall contain:

Deliberations relating to the agreements referred to in article 350 above shall be null when they have been conducted without the report of the manager, or where there is on, of the auditor. They may be cancelled in case the report does not contain the information provided for in this article.

The ordinary general meeting shall decide on the agreements pursuant to articles 348 and 349 above.

The members concerned does not vote during the deliberation on the agreement, and his votes do not count in the calculation of majority.

Any deliberation conducted in violation of this article shall be null.

Agreements not approved by the general meeting shall nevertheless have effect, leaving it to the contracting manager or member to be individually or severally liable, as the case may be, of the consequences of the agreement that is detrimental to the company.

A suit for civil liability shall be filed within a period of three (3) years from the conclusion of the agreement, or where it was concealed, from its disclosure.

Under penalty of invalidity of the contract, it is forbidden to natural persons, managers or members to contract, under any form whatsoever, loans from the company, to obtain from the company an overdraft on a checking account or otherwise, as well as to have the company guarantee or endorse their commitments towards third parties.

This prohibition also apply to spouses, ascendants and descendants of the persons referred to in the first paragraph of this article, as well as to any intermediary.

The extraordinary collective decisions are intended to decide on the amendment of the articles of association.

Where the company has only a single member, the provisions of articles 558 to 561 hereinafter shall be applied, with the exception of those of the second paragraphs of articles 558 and 559 hereinafter. Non contrary provisions of this chapter shall also apply.

Amendments to the articles of association shall be decided by member holding at least three- quarters of the stated capital.

Unanimity is required in the following instances:

By derogation to article 358 above, the decision to increase the capital by incorporating profits, reserves, or share, issue or merger premiums shall be taken by members representing at least half of the equity interests.

Any deliberation conducted in violation of articles 358 to 360 above shall be null.

In the event of capital increase by subscription of equity interests in cash, the subscription proceeds shall be deposited in a bank account, or any other duly accredited credit or microfinance institution or at the notary’s office in accordance with the provisions applicable during the formation of the company.

The manager may use the subscription proceeds by remitting to the depositary a certificate from the registry of commerce and securities certifying the filing of an amendment document due further to the capital increase.

The equity interests shall be mandatorily issued, during subscription, of at least their nominal value.

The remaining balance shall be paid, once or by installments within a period of two (2) years, from the day the capital increase became final.

The capital increase is deemed realized from the moment it has been recorded in the meeting minutes.

Where the capital increase has not been realized within a period of six (6) months from the first deposit of the subscription proceeds, any subscriber may petition the competent court for permission to withdraw, either individually or through an agent representing all of them, the funds in order to return them to their subscribers.

In the event of capital increase realized partially or totally by contributions in kind, a contributions auditor shall be appointed by the partners as soon as the value of each contribution under consideration, or the value of the overall contributions in question, exceeds five million (5,000,000) CFA Francs. In the event special benefits are granted, a contributions auditor shall be necessarily appointed by members.

The contributions auditor is appointed according to the same terms as those set forth during the formation of the company.

The contributions auditor may also be appointed by the competent court at the request of any partner irrespective of the number of equity interests that he holds.

He shall draft, under his professional responsibility, a report describing each of the contribution and/or special benefits, as applicable, stating the valuation method adopted and reasons therefor. He shall certify that the value of contributions corresponds, at least, to the nominal value of the equity interests to be issued. In the event the value of special benefits is impossible to established, the shares auditor shall weigh their consistency and impact on the situation of members.

Decisions taken in the absence of the contributions auditor provided for in this article shall be null. Deliberations may be cancelled where the report does not contain the information set forth in the above provisions.

The report of the contributions auditor shall be submitted to the meeting in charge of deciding the capital increase.

The contributor in kind or the special benefit beneficiary shall not vote on the resolution approving such contribution or benefit. His equity interests shall not be taken into account in the calculation of majority. Any decision taken in violation of this article shall be null.

When there was no contributions auditor or where the retained value is different from that proposed by the contributions auditor, the manager and members shall be liable for the value attributed to the contributions in kind in accordance with conditions set forth in article 312 above.

However, the meeting may reduce the value of contributions or special benefits only by unanimity of the subscribers and with the express consent of the contributor or of the beneficiary referred to in the minutes. Otherwise, the increase in capital shall be null.

The capital reduction shall in no circumstances affect the equality of members. Any contrary decision shall be null.

Capital reduction may be achieved through reduction of the nominal value of equity interests, or reduction of the number of the equity interests.

Where there is an auditor, the capital reduction plan shall be communicated to him thirty (30) days prior to holding the extraordinary general meeting.

He shall share with the meeting his assessment of the causes and terms of the reduction.

In the event of written consent, the capital reduction plan shall be forwarded to members in the same conditions as those set forth in article 340 above.

The purchase of its own equity interests by the company is forbidden.

However, the meeting which decided the capital reduction not motivated by losses may authorize the manager to purchase a certain number of equity interests in order to cancel them.

The capital reduction shall not have the effect of reducing the capital to less than the legal minimum, except correlative capital increase at the same meeting in order to bring it to a level at least equal to the legal amount.

In the event of non-compliance with the provisions of article 368 above, any interested party may petition the competent court for the dissolution of the company following a formal demand to the its representatives to regularize the situation.

The suit shall be extinguished when such cause of dissolution has ceased to exist on the day the competent court rules on the merits.

Where the meeting rules for a capital reduction not motivated by losses, creditors, whose claim was contracted before the date of the publication of the notice pertaining to the minutes of the deliberations in a legal newspaper, may object to the capital reduction within thirty (30) days from the date of publication of such notice.

The objection shall be notified to the company by notice served by a bailiff or by any means that can establish its actual receipt by the addressee. The court that has been petitioned shall reject the objection or order either debt repayment or provision of guarantees if the company offers them and if they are deemed sufficient.

Capital reduction operations may not be initiated during the objection period.

Where, due to losses recorded in the summary financial statements, the company equity is reduced to less than half of the stated capital, the manager or, as the case may be, the auditor, shall within, four (4) months following the approval of the accounts that document such loss, consult the members on the possibility of an early dissolution of the company.

If the dissolution is ruled out, the company is required, within two (2) years following the closing date of the year of the fiscal deficit, to replenish its equity until it reaches at least half of the stated capital.

Failing this, it shall reduce its capital to an amount, at least equal to that of losses that could not be allocated to reserves, provided that such reduction of capital does not have the effect of reducing the capital to an amount lower than the legal capital.

Where managers or the auditor fail to obtain a decision, or where partners could not validly decide, any interested party may petition the competent court to pronounce the dissolution of the company.

The same shall apply where the replenishment of equity has not occurred within the prescribed deadlines.

The action is extinguished when the cause of dissolution has ceased to exist on the day where the competent court rules on the merits.

A private limited company may be transformed into another type of company. The transformation does not lead to the creation of a new legal entity.

The transformation of the company may only be effected where the amount of equity of a private limited company, at the time where the transformation is planned, is at least equal to its stated capital. Any transformation carried out in violation of these provisions shall be null.

The transformation may only be effected based on an auditor’s report certifying, under his professional responsibility, that the conditions set forth in article 374 above have been met.

Where there is no auditor, he shall be selected by the manager (s) pursuant to the terms/procedures set forth in articles 694 et seq.

Any transformation carried out in violation of these provisions shall be null.

Private limited companies that meet, at the end of the fiscal year, two of following conditions:

shall be required to appoint at least one (1) auditor.

The company shall not be required to appoint an auditor if it has not met two (2) of the conditions set forth above for two (2) years preceding the expiration of the mandate of the auditor.

For other private limited companies that do not meet these criteria, the appointment of an auditor shall be optional. Nonetheless, such an appointment may be requested in court by one or more members holding at least one-tenth of the stated capital.

The auditor shall be selected in accordance with the terms set forth in articles 694 et seq.

May not be a company auditor:

The auditor shall be appointed for three (3) years by one or more members holding more than half of the stated capital.

Where this majority is not reached and unless otherwise provided for in the articles of association, he shall be appointed by the majority of the votes cast, regardless of the fraction of capital represented.

Deliberations conducted absent the due appointment of an auditor or based on the report of an auditor who was appointed or remained in office contrary to the provisions of article 379 above shall be null.

The action for invalidity shall be extinguished where these decisions have been expressly confirmed by a meeting acting on the report of an auditor duly appointed.

The provisions relating to the powers, functions, obligations, liability, removal and compensation of the auditor shall be governed by a special instrument regulating such profession.

The provisions of articles 672, 676, 679, 688 and 689 hereinafter shall apply to mergers or demergers of private limited companies for the benefit of companies of the same form.

Where the operation is carried out by contributions to existing private limited companies, the provisions of article 676 hereinafter shall also be applicable.

When the merger is carried out by contribution to a new private limited company, the latter may be formed without other contribution than that from the merging companies.

When the demerger is realized by contribution to new private limited companies, these may be formed without other contribution than that from the company being split. In such case, and where the equity interests of each new company are allocated to partners of the company split proportionally to their rights in the stated capital of this company, the report referred to in article 672 hereinafter is not required.

In cases referred to in the two foregoing paragraphs, members of the disappearing companies may act automatically as founders of the new companies and shall proceed in accordance with the provisions of this book.

The private limited company shall be dissolved for common causes applicable to all companies.

The limited liability company shall not be dissolved in the event of prohibition, bankruptcy or incapacity of a member.

Unless otherwise provided by the articles of association, it shall not be dissolved due to the death of a member either.

The public limited company is a company in which shareholders are only liable for the company debts to the extent of their contributions and in which the rights of the shareholders are represented by shares.

The company may have only one shareholder.

The public limited company shall be designated by a name immediately preceded or followed by the words: “public limited company” written in legible characters or the abbreviation: “P.L.C.” and the type of management of the company as provided for in article 414 hereinafter.

The minimum stated capital is set at ten million (10,000,000) CFA Francs.

It shall be divided into shares whose nominal amount is freely set by the articles of association. The nominal amount shall be expressed in whole numbers.

The capital of the public limited company shall be fully subscribed for before the date of the signature of the articles of association.

Shares representing cash contributions shall be paid up, during the subscription of the capital, of at least a quarter of the nominal value.

The payment of the remaining balance shall be made within a time limit which may not exceed three (3) years from the date of the registration at the registry of commerce and securities, as defined by the articles of association or by a decision of the board of directors or the general director.

Shares representing contributions in cash non-fully paid-up shall remain in a nominative form.

A long as the capital is not fully paid, the company may neither increase its capital, unless such capital increase is realized by contributions in kind, nor issue bonds.

Shares may not represent contributions of services.

Subscription of shares representing contributions in cash shall be recorded in a subscription form prepared by the founders or by one of them, and dated and signed by the subscriber or by his authorized representative who shall spell out the number of instruments subscribed .

The subscription form shall be prepared in two (2) original copies, one for the company being formed and the other for the notary in charge of establishing the statement of subscription and payment.

The subscription form shall state:

Funds from the subscription of shares issued for cash shall be deposited by the persons that received them, on behalf of the company being formed, either at a notary’s office or at a duly accredited credit or microfinance institutions domiciled in the State party of the headquarters of the company being formed, in a special account opened in the name of this company.

Funds shall be deposited within a period of eight (8) days from the date of receipt thereof.

The depositor shall provide the depository, at the time of the deposit of funds, a list stating the identity of the subscribers and indicating, the amount of money paid by each of them.

The depositary is required to, until the withdrawal of the funds, provide the list referred to in paragraph 3 above, to any subscriber who, after showing proof of his subscription, so requests. The petitioner may review the list and obtain, at his expense, the delivery of a copy thereof.

Upon presentation of the subscription form and, where applicable, of a certificate of the depositary/ attesting the deposit of funds, the notary shall certify, in the document he draws referred to as “notarial statement of subscription and payment”, that the amount of reported subscriptions corresponds to the amount stated on the subscription form and the amount paid corresponds to the amount of money lodged in his office, or, where applicable, listed in the above statement. The depository certificate is appended to the notarial statement of subscription and payment.

The notary shall keep the notarial statement available in his office for subscribers who wish to review it and make copies.

The articles of association shall be drafted in accordance with the provisions of article 10 above.

The articles of association shall be signed by all the subscribers, in person or by an agent specially appointed for the purpose after the establishment of the certificate of the depositary.

The articles of association must contain the information set forth in article 13 above, with the exception of point 6 °) hereinafter. They must also state:

The withdrawal of funds from subscription in cash can take place only after the registration of the company with the registry of commerce and securities.

It is done, as the case may be/as appropriate, by the chief executive officer, the general manager or the general director upon presentation to the depositary of the certificate of the clerk or of the competent authority of the State party confirming the registration of the company with the registry of commerce and securities.

Any subscriber may, six (6) months after paying for the subscription, petition the competent court to rule expeditiously for the appointment of a director in charge of withdrawing the funds to pay back subscribers, after deduction of his costs for their distribution if, on that date, the company is not registered.

In addition to provisions of the preceding chapter which are not contrary hereto, the formation of public limited companies shall be governed by the provisions of this chapter in case of contributions in kind and/or stipulation of special benefits.

The articles of association must necessarily include the valuation of each contribution in kind and the description of special benefits stipulated as well as, where appropriate, their appraisal.

The value of contributions in kind and/or special benefits must be verified by a contributions auditor.

The contributions auditor, selected from the list of auditors, pursuant to the terms set forth in articles 694 et seq. hereinafter, shall be appointed unanimously by the future members or, failing that, by the competent court, at the request of the founders of the company or one of them.

The contributions auditor shall draft, under his professional responsibility, a report describing each of the contributions and/or special benefits, stating its value, stating the valuation method he used and the reasons therefor/for such choice, certify that the value of contributions and/or special benefits corresponds at least at the nominal value of shares to be issued.

Where it is impossible to establish the value of special benefits, the contributions auditor shall weigh in their consistency and impact on the situation of shareholders.

The contributions auditor may, in the performance of his duties, receive the assistance of one or more experts of his choice. The experts fees shall be paid by the company, unless otherwise provided by the articles of association.

The report of the contributions auditor shall be appended to the articles of association.

When the value used is different from that proposed by the contributions auditor, shareholders shall be jointly liable for a period of five (5) years to third parties for the value attributed to contribution in kind.

The obligation to provide guarantee shall apply only to the value of the contributions at the time of the formation, and not to keep the said value.

The general organization meeting shall be called at the behest of the founders after the establishment of the notarial statement of subscription and payment of funds.

The notice of meeting shall be sent by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt and shall state the agenda, venue, date and time of the meeting.

The notice of meeting shall be addressed to each subscriber, at least fifteen (15) days before the date of the meeting.

The proceedings shall only be valid if subscribers present or represented own at least half of the shares. Where the quorum is not met, a second notice of meeting shall be sent to subscribers, at least six (6) days before the date set for the meeting.

On the second notice of meeting, proceedings shall be valid only if subscribers present or represented own at least a quarter of the shares. Where this last quorum is not met, the meeting shall be held within a period of two months from the date set by the second notice of meeting. The subscribers shall be called at least six days before the date of the meeting.

On the third notice of meeting, proceedings shall be valid only where the quorum conditions referred to in the paragraph above are met.

The meeting shall act by a majority of two-thirds of the votes held by the subscribers present or represented, subject to the provisions of articles 409 and 410 paragraph 2°) of this uniform Act. Blank votes shall not be considered for the calculation of majority.

The meeting shall be are subject to non-contrary provisions of articles 529 et seq. of this uniform Act, for its proceedings, including the constitution of its bureau and the rules of representation and participation in the meeting.

The meeting shall be chaired by the shareholder holding the largest number of shares or, failing that, by the most senior in age.

Each contribution in kind and each special benefit shall be subject to a special vote of the meeting.

The meeting shall approve or reject the report of the contributions auditor on the valuation of contribution in kind and the granting of special benefits.

The shares of the contributor or the beneficiary of special benefits, even when he is also a cash subscriber, shall not be taken into account for the calculation of quorum and majority and the contributor or the beneficiary of special benefits shall not cast a vote for himself or as agent.

The meeting may reduce the value of contributions in kind or special benefits only by unanimity of the subscribers and with the express consent of the contributor or the beneficiary.

The consent of the contributor or the beneficiary shall be stated in the minutes when the value attributed to the assets contributed or to the special benefits granted is different from the one determined by the contributions auditor. Shareholders and directors or the managing director, as the case may be, shall be jointly liable to third parties for five years, for the value attributed to contributions and/or to special benefits.

Moreover, the general organization meeting shall:

The minutes of the meeting shall state the date and venue of the meeting, the type of meeting, the method of calling the meeting, the agenda, the quorum, the resolutions tabled for vote and, where applicable, the quorum and voting conditions for each resolution and the outcome of the votes for each of them.

They shall be signed, as the case may be, by the chairman of the meeting and by another member, or by the sole member, and shall be filed at the headquarters along with the attendance sheet and its appendices.

They shall state, if applicable, that the first members of the board of directors or the general director, as the case may be, as well as by the first auditor have accepted their duties.

Any general organization meeting improperly called may be cancelled under the conditions set forth in articles 242 et seq. of this uniform Act.

However, the action for invalidity of the meeting shall be inadmissible where all the shareholders were present or represented.

The founders of the company responsible for the invalidity of the general organization meeting and the directors or the general director, as the case may be, in office at the time where it was pronounced, may be declared jointly liable for the damage suffered by third parties as a result of the cancellation of the company.

The management structure of each public limited company shall be determined unequivocally in the articles of association which shall choose between:

The public limited company may, during its useful life, change at any time its structure of administration and daily management.

The decision shall be taken by the extraordinary general meeting which shall amend the articles of association accordingly.

These amendments shall be published in the registry of commerce and securities.

The public limited company with a board of directors shall be managed by either a chief executive officer or by a chairman of the board of directors and a general manager.

The public limited liability company may be managed by a board of directors that consisting of at least three (3) members, and twelve (12) members at most, shareholders or not.

The articles of association may require that each director holds a number of shares of the company which they shall determine. This provision shall not apply in the case of employees appointed directors.

Any director who, on the day of his appointment, does not hold the number of shares required by the articles of association, or while in office, ceases to be the owner thereof, is infringing the provisions of the preceding paragraph. In such case, he must resign from his position, within three (3) months of his appointment or if the offence occurrs during his term in office within three (3) months from the date of transfer of shares that caused the violation. Upon the expiration of this period, he is deemed to have resigned from his office and shall return compensation received, in any form whatsoever without the validity of the proceedings in which he took part being called into question.

Auditors shall, subject to their professional responsibility, ensure compliance with the provisions of this article and report any violation in their report to the annual general meeting.

The number of directors of the public limited company may temporarily be exceeded the limit, in the event of a merger with one or more companies, up to the total number of directors in office for more than six (6) months in the merged companies, without exceeding twenty-four (24).

Deceased directors or who have left their office may not be replaced, at the same token, as new directors may not be appointed, except during a new merger, as long as the number of directors in office has not been reduced to twelve (12).

The first directors shall be appointed by the articles of association or, where appropriate, by the general organization meeting.

During the company life, directors shall be appointed by the ordinary general meeting.

However, in the event of a merger, the extraordinary general meeting may appoint new directors. Any appointment made in violation of the provisions of this article shall be null.

The directors’ term of office is freely set by the articles of association, but shall not exceed six (6) years in the case of an appointment during the life of the company, and two (2) years in the case of an appointment by the articles of association or by the general organization meeting.

A legal entity may be appointed director. Upon its appointment, it must appoint, by hand- delivered letter against a receipt or by registered mail with request for acknowledgement of receipt addressed to the company, for the duration of its term, a permanent representative. Although such permanent representative is not personally a director of the company, he is subject to the same conditions and obligations and shall incur the same civil and criminal liability as if he was a director in his own name, without prejudice to the joint liability of the legal entity that he represents.

The permanent representative may or may not be a shareholder of the company.

The permanent representative shall hold office for the duration of the term of office of the legal entity that he represents.

At each renewal of its mandate, the legal entity must indicate whether it maintains the same natural person as permanent representative or immediately appoint another permanent representative.

When the legal entity terminates the mandate of its permanent representative, it shall notify the company without delay, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt, of such termination and disclose the identity of its new permanent representative.

The same shall apply in the event of death or resignation of the permanent representative or for any other reason that prevents him from performing his duties.

Elections procedures for directors shall be freely set by the articles of association, which may provide for a distribution of seats based on the classes of shares. However, and subject to provisions of this uniform Act, this distribution shall neither deprive shareholders from their eligibility to the board, nor deprive of a class of shares of its representation on the board.

Directors may be re-elected unless otherwise provided for by the articles of association. Any appointment made in violation of the provisions of this article shall be null.

A natural person, who is a director in his own name or a permanent representative of a legal entity that is a director, shall not serve simultaneously on more than five (5) boards of directors of public limited companies having their headquarters in the territory of the same State party.

Notwithstanding the provisions of the first paragraph, shall not be taken into account, the director’s duties performed by that individual in companies controlled, within the meaning of article 175 above, by the company in which he is a director.

Any natural person who, upon taking up a new role, infringes the provisions of the first paragraph of this article shall resign from one of the board of directors within three (3) months of his appointment.

At the expiration of this period, he shall be deemed to have resigned from his new office and shall pay back all compensation received, in any form whatsoever, without the validity of the proceedings in which he took part being called into question.

Unless otherwise provided for in the articles of association, an employee of the company may be appointed director if his employment agreement corresponds to an actual job. Likewise, a director may sign an employment agreement with the company if such agreement corresponds to an actual job. In this case, the agreement is subject to the provisions of articles 438 et seq. hereinafter.

The appointment of directors must be published at the registry of commerce and securities.

The appointment of the permanent representative shall be subject to the same publication formalities as if he was a director in his own name.

Decisions taken by a board of directors improperly constituted shall be null.

In the event of vacancy of one or more directors, due to death or resignation, the board of directors may appoint new directors between two meetings.

Where the number of directors falls below the minimum set in the articles of association, the board of directors must, within three (3) months from the day the vacancy occurs, appoint new directors in order to complete the number of members. Board resolutions passed during such period shall remain valid.

When the number of directors falls below the statutory minimum, the remaining directors shall immediately call the ordinary general meeting in order to complete the number of the members of the board of directors.

Where the board neglects to proceed with the required appointments, or to call the general meeting to this effect, any interested party file a motion with the competent court for the appointment of an agent in charge of calling the ordinary general meeting for the purpose of proceeding with the appointments prescribed in this article or to ratify them.

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.

Appointments by the board of new directors are subject to ratification by the next ordinary general meeting.

In the event the ordinary general meeting refuses to ratify the new appointments, the decisions taken by the board of directors shall remain valid and produce their effect with respect of third parties.

Apart from sums received in connection with an employment agreement, directors shall not receive for their position any other compensation, permanent or not, other than the ones referred to in articles 431 and 432 hereinafter.

The provisions of this article shall not apply to dividends that are evenly divided among shareholders.

Any decision taken in violation of the first paragraph of this article shall be null.

The ordinary general meeting may grant directors, as compensation for their service, an annual fixed duty allowance, which it fixes freely.

Directors who are shareholders, may take part in the vote of the meeting and their shares are taken into account in the calculation of quorum and majority.

Unless otherwise provided by the articles of association, the board of directors shall freely distribute duty allowances among its members.

The board of directors may grant to the directors who are members of committees provided for in article 437 hereinafter, a greater share than that of the other directors.

The board of directors may also grant its members exceptional compensations for missions and mandates entrusted to them, or authorize reimbursement of travel expenses and those incurred in the interest of the company subject to the provisions of articles 438 et seq.

These compensations and expenses shall result in a special report of the auditors intended to the meeting.

Except in case of death or removal, the term of office of directors shall end at the close of the ordinary general meeting reviewing the accounts of the fiscal year and held in the year in which their mandate expires.

Directors may be removed from office at any time by the ordinary general meeting.

The end of office by a director shall be published at the registry of commerce and securities.

The board of directors shall define the guidelines of the company's activities and ensure their implementation. Subject to the powers expressly granted to the shareholders’ meetings and within the limits of the company purpose, address any matters pertaining to the smooth running of the company, and shall solve, through deliberations, any matter thereof.

The board of directors shall perform controls and verifications it deems necessary.

The chairman of the board of directors of the company is required to provide to each director with all documents and information necessary for the performance of his duties.

The provisions of the articles of association or proceedings of the general meeting limiting the powers of the board of directors shall be unenforceable against bona fide third parties.

In its dealings with third parties, the company shall be bound including by decisions of the board of directors not relating to the company purpose, under the conditions and limits set forth in article 122 above.

The board of directors may give to one or more of its members any special mandates for one or more specific matters.

It may decide to create committees of directors in charge of reviewing matters itself or its chairman submits to them for advice. It determines the composition and powers of the committees that operates under its responsibility.

During the creation of a committee, the board of directors may decide that the committee may seek the opinion of experts who are not directors.

The following shall be subject to the prior authorization of the board of directors:

An authorization is not required where the agreements relate to ordinary transactions carried out in the ordinary course of business.

Ordinary transactions are those carried out by a company, in a customary way, as part of its activities.

The ordinary course of business are those that are applied for similar agreements, not only by the company in question, but also by other companies in the same field.

The director, general manager, deputy general manager or the shareholder concerned shall inform the board of directors as soon as he has knowledge of an agreement that has been submitted for authorization. He shall disclose his position and his personal interest in the agreement, by stating his holdings, his role and his personal relations with the other parties to the agreement and the extent to which he could personally benefit from it. He shall not take part in the vote on such authorization requested when he is a director and his vote shall not count in the calculation of quorum and majority during this deliberation. Failing this, the authorization shall be null.

The chairman of the board of directors or the chief executive officer shall notify the auditor, within a period of one (1) month following their signature, of any agreement authorized by the board of directors and submit it to the approval to the ordinary general meeting reviewing the financial statements of the past fiscal year.

The auditor shall present a special report on these agreements to the ordinary general meeting, which shall decide on the report and approve or disapprove the authorized agreements.

The report shall identify the agreements submitted for authorization to the ordinary general meeting, the name of directors, general managers, deputy general managers or interested shareholders, the nature and the object of the agreements, their essential terms notably the prices or rates in force, rebates or commissions granted, security interests conferred and any other information that would enable the shareholders to assess the interest in entering into such agreements. The report shall also state the importance of goods delivered and services provided as well as the amount of money paid or received during the fiscal year, as consideration for the agreements referred to in the third paragraph of this article.

The individual concerned shall not take part in the vote, and his shares shall not count in the calculation of quorum and majority. Any decision taken in violation of this paragraph shall be null.

Where the performance of agreements entered into and authorized in previous fiscal years continued during the last fiscal year, the auditor shall be informed of this situation within a period of one (1) month from the end of the fiscal year.

Deliberations relating to the agreements referred to in article 438 above shall be null where they are conducted without the special report of the auditor. They may be cancelled in the event the special report of the external auditor does not contain the information provided for in this article.

The auditor shall be ensure, under his professional responsibility, compliance with the provisions of articles 438 to 448 of this uniform Act and report any violation thereof to the general meeting.

The auditor shall prepare and deliver the special report provided for in articles 438 and 448 of this uniform Act at the headquarters at least fifteen (15) days before the meeting of the ordinary general meeting.

Agreements approved or disapproved by the ordinary general meeting are binding on co- contractors and third parties except when they are cancelled for fraud. However, and even in the absence of fraud, the harmful consequences from the regulated agreements on the company, including losses suffered by the company, and undue profits from the agreement, may be attributed to the director, general manager deputy general manager or the interested shareholder and, as the case may be, to the other members of the board of directors.

Without prejudice to the liability of the individual concerned, the agreements referred to in article 438 above and concluded without prior authorization of the board of directors may be cancelled if they have had harmful consequences on the company.

The action for invalidity shall be time barred after three (3) years from the date of the agreement. However, if the agreement was concealed, the starting point of the limitation period shall be deemed set the day it was revealed.

The action for invalidity may be initiated by the management or any shareholder acting individually.

The invalidity may be covered by a special vote of the ordinary general meeting acting upon presentation of the auditor’s special report stating the circumstances due to which the authorization procedure was not followed.

The director, general manager, deputy general manager or the interested shareholder shall not take part in the vote and its shares shall not be taken into account for the calculation of quorum and majority.

The provisions of articles 438 to 448 of this uniform Act shall be applicable to the general manager and the deputy general manager.

Suretyships, endorsements and guarantees, autonomous counter-guarantees and other guarantees subscribed by companies other than those operating duly accredited credit, microfinance or deposit insurance institutions and for commitments made by third parties shall be subject to prior authorization of the board of directors.

The board of directors may, within the limit of a total amount that it sets, authorize the chief executive officer or general manager, as the case may be, to give suretyships, endorsements, guarantees, autonomous guarantees or counter-guarantees for commitments contracted by third parties.

Such authorization may also set, per commitment, an amount beyond which the suretyship, endorsement, guarantee, autonomous guarantee or counter-guarantee of the company cannot be granted.

Where an obligation exceeds either one of the amounts thus fixed, the authorization of the board of directors is required.

The duration of the authorizations provided for in the preceding paragraphs may not exceed one (1) year regardless of the term of secured, guaranteed or endorsed commitments.

The chief executive officer or general manager, as the case may be, may delegate the powers vested to him pursuant to the preceding paragraphs.

Suretyships, endorsements and guarantees granted without authorization for commitments entered into by third parties shall be null.

Where suretyships, endorsements, guarantees, autonomous counter-guarantees and other guarantees have been granted for a total amount that exceeds the limit set for the current period, the excess cannot be invoked against third parties who had no knowledge of it unless the amount of the commitment invoked exceeds, by itself, one of the limits set by the decision of the board of directors taken pursuant to the provisions of this article. In this case, suretyships, endorsements, guarantees, autonomous counter-guarantees and other sureties shall be null.

Directors, general managers, deputy general managers as well as their spouses, ascendants or descendants and other intermediaries, are prohibited from contracting any loans, in any form whatsoever, from the company. They shall not let the company grant overdraft facility to their current account or otherwise, or have the company provide guarantee or security for their commitments to third parties under penalty of the agreement being declared null.

This prohibition shall not apply to legal entities which are members of the board of directors. However, their permanent representative, when acting in an individual capacity, shall also be governed by the provisions of paragraph 1 of this Article.

When the company operates a bank or a financial institution, this prohibition shall not apply to ordinary transactions carried out under normal conditions.

The relocation of the headquarters within the territory of the same State party may be decided by the board of directors, that shall amend the articles of association accordingly, subject to the ratification of this decision by the very next ordinary general meeting. Such decision grants the power to amend the articles of association. Related publicity formalities referred to in articles 263 and 264 above are applicable.

Where the general meeting does not ratify the relocation of the headquarters, the decision of the board of directors becomes void. New publicity formalities shall therefore be accomplished in order to inform third parties of the move to the old headquarters.

The board of directors shall adopt the summary financial statements and the management report on the company activities, which shall be submitted to the ordinary general meeting for approval.

Subject to provisions of this uniform Act, the articles of association set the rules governing the call and proceedings of the board of directors’ meetings.

The board of directors, at the invitation of its chairman, meets as often as necessary.

However, directors who constitute at least a third of the members of the board of directors may, by setting an agenda, call the meeting of the board of director, if it has not met in/for more than two (2) months.

The proceedings of the board of directors’ meetings shall be void when all its members have not been duly invited.

The board of directors’ deliberations shall be valid only if at least half of its members are present.

Decisions of the board of directors are taken at a majority of the members present or represented, unless the articles of association provide for a stronger majority. In the event of a tie, the chairman shall have the casting vote unless otherwise provided for in the articles of association.

Any decision taken in violation of this article or, where applicable, of the conditions set forth in the articles of association, shall be null.

If the articles of association so provide, directors who participate to the board meeting by videoconference or other means of telecommunications, allowing their identification and guaranteeing their effective participation, may vote orally.

To ensure identification and effective participation in the meeting of the board of directors participating by telecommunications means, such technology shall transmit at least the voice of the participants and meet technical requirements allowing continuous and simultaneous retransmissions of the proceedings.

In the event directors’ participation by videoconference or by any other means of telecommunications, the board can validly deliberate only if at least one third of the directors are physically present.

The articles of association may restrict the nature of decisions that may be taken at a meeting held in such conditions.

Any decision taken in violation of this article or, where applicable, of provisions of the articles of association shall be null.

Directors as well as any individual invited to attend board meetings shall not disclose confidential information and data presented as such by the chairperson.

Unless otherwise provided by the articles of association, a director may give, by letter, fax or electronic mail, proxy to another director to represent him at a board meeting.

Each director may have, during the same meeting, only one proxy.

The provisions of this article are applicable to permanent representatives of legal entities.

The meetings of the board are chaired by the chairman of the board of directors.

The chairman of the board of directors shall organize and preside over the proceedings of the board, which he shall report to the general meeting. He shall ensure proper operation of the company legal representatives and in particular, ensure that directors are able to fulfill their mission.

In the event the chairman of the board of directors is unavailable, the sessions shall be chaired by the director who holds the greatest number of shares or, in case of equality, by the oldest member, unless otherwise provided for in the articles of association.

The deliberations of the meetings of the board of directors shall be recorded in minutes drawn up in a special register held at the headquarters, numbered and initialed by the judge of the competent court.

However, minutes may be recorded on serially numbered loose sheets of paper, initialed in the conditions set forth in the preceding paragraph and stamped by the authority that initialed them. Once a sheet of paper has been filled, even partially, it shall be attached to those previously used.

Any addition, deletion, substitution or inversion of sheets of paper is prohibited.

The minutes shall state the date and venue of the board meeting and state the name of the directors present, represented or absent, unrepresented.

They shall also state the presence or the absence of people invited to the meeting of the board of directors pursuant to a legal provision, and the presence of any other individual who attended all or part of the meeting.

In the event of participation in the board of directors by videoconference or other means of telecommunications, potential disruptive technical incidents that occurred during the meeting shall be recorded in the minutes.

Minutes of the board of directors shall be certified as true by the chairman and by at least one (1) director.

In case of unavailability of the chairman, they shall be signed by at least, two (2) directors.

The chairman of the board of directors shall ensure that the minutes of the board meetings are hand-delivered to directors, or sent to them by hand-delivered letter against a receipt, registered mail with a request for acknowledgement of receipt, or by fax or electronic mail at as soon as possible and at the latest, when calling the next board of directors meeting.

Copies or extracts of the minutes of the board of directors’ meetings shall duly be certified by the chairman of the board, the general manager or deputy general manager or, failing that, by a proxyholder specially authorized for that purpose.

During the liquidation of the company, copies or extracts of the minutes shall be duly certified by the liquidator.

Minutes of the meetings of the board of directors shall be considered prima facie evidence.

The production of one copy or one extract of such minutes shall be sufficient proof of the number of directors in office as well as their presence or their representation to a meeting of the board of directors.

The board of directors shall appoint a chief executive officer from among its members.

Under penalty of his appointment being declared null, the chief executive officer shall be a natural person.

The term of office of the chief executive officer shall not exceed that of his term of office as director.

The mandate of a chief executive officer is renewable.

No one shall simultaneously accept more than three (3) appointments as chief executive officer of public limited companies having their headquarters on the territory of a single State party.

Likewise, the office of the chief executive officer cannot be cumulated with more than two (2) mandates of general director or general manager of public limited companies having their headquarters on the territory of a single State party.

The provisions of paragraphs 3 and 4 of article 425 above pertaining to plurality of mandates of director are applicable to the chief executive officer.

The chief executive officer shall chair the board of directors and the general meetings.

He is in charge of the general management of the company and represent it in dealings with third parties. He is required to provide each director with all documents and information necessary for the performance of his duties.

For the performance of his duties, he is invested with the broadest powers, which he shall exercise within the limits of the company purpose, and subject to the powers expressly vested to the general meetings or specially reserved to the board of directors by the laws or the articles of association.

In his dealings with third parties, the company is bound by the actions of the chief executive officer that do not fall within the company purpose under the terms and limits set forth in article 122 above.

Provisions of the articles of association, the proceedings of the general meetings or the decisions of the board of directors limiting the powers of the chief executive office shall not be enforceable against bona fide third parties.

The chief executive officer may be bound to the company by an employment agreement under the conditions set forth in article 426 hereinafter.

The terms and amount of the compensation of the chief executive officer are fixed by the board of directors.

Where applicable, benefits in kind attributed to him shall be fixed under the same terms as for the compensation.

Except for wages paid and in kind benefits accorded pursuant to an employment agreement, the chief executive officer may receive no compensation from the company other than as provided for in this article.

The chief executive officer shall not take part in the vote on his compensation and his vote shall not be taken into account for the calculation of quorum and majority.

Any decision taken in violation of this article shall be null.

In the event of temporary absence of the chief executive officer, the board of directors may designate, for a term it sets, another director as chief executive officer.

In the event of death or end of the term in office of the chief executive officer, the board shall appoint a new chief executive officer or designate a director as chief executive officer until the appointment of a new one.

The chief executive officer may be removed any time by the board of directors.

The board of directors, on the proposal of the chief executive officer, may appoint one or more individuals as deputy chief executive officer to assist the chief executive officer.

Any appointment of the deputy chief executive officer carried out in violation of this article shall be null.

The board of directors shall freely set the term of office of the deputy chief executive officer . When the latter is a director, his term of office may not exceed his term as director.

The mandate of the deputy chief executive officer is renewable.

The board of directors shall set, in agreement with the chief executive officer, the scope of powers conferred to the deputy chief executive officer .

In his dealings with third parties, the deputy chief executive officer shall have the same powers as those of the chief executive officer. He shall bound the company by his actions, including those which do not within the company purpose under the terms and limits set forth in article 122 above.

The provisions of the articles of association, decisions of the board of directors or of the general meetings limiting the powers of the deputy chief executive officer shall not be enforceable against bona fide third parties.

The deputy chief executive officer may be bound to the company by an employment agreement under the conditions set forth in article 426 above.

The terms and the amount of the remuneration of the deputy chief executive officer are determined by the board of directors.

If he is a director, the deputy chief executive officer shall not take part in the vote and his vote shall not be taken into account for the calculation of quorum and majority.

Any decision taken in violation of this article shall be null.

The board of directors may remove the deputy general manager at any time at the proposal of the chief executive officer. Any removal of the deputy general manager made in breach of this paragraph shall be null.

If the removal was decided without just cause, damages may be awarded.

The mandate of the deputy chief executive officer shall end at the expiration of his term in office.

However, in the event of death or removal of the chief executive officer, the deputy chief executive officer shall remain in office, unless otherwise decided by the board of directors, until the appointment of a new chief executive officer.

The board of directors shall appoint a chairman who must be a natural person from among its members.

The term of office of the chairman of the board of directors cannot exceed that of his mandate as director.

The mandate of a chairman of the board of directors is renewable.

No one shall simultaneously accept more than three (3) appointments as chairman of the board of directors of public limited companies having their headquarters on the territory of a single State party.

Likewise, the office of the chairman of the board of directors cannot be cumulated with more than two (2) positions of general director or general manager of public limited companies having their headquarters on the territory of a single State party.

The provisions of paragraphs 3 and 4 of article 425 above pertaining to plurality of positions of director are applicable to the chairman of the board of directors.

The chairman of the board of directors shall chair the meetings of the board of directors and the general meetings.

He shall ensure that the board of directors oversees the management of the company entrusted to the general manager.

At any time of the year, the chairman of the board of directors shall carry out verifications he deems relevant and may request from the general manager, who is required to comply, all documents he deems necessary for the performance of his duties. The chairman of the board of directors shall forward such materials and information to each director.

The chairman of board of directors may be bound to the company by an employment agreement under the conditions set forth in article 426 above.

The terms and amount of the compensation of the chairman of board of directors are fixed by the board of directors.

Where applicable, benefits in kind offered to him are fixed under the same terms as for his compensation.

Except for wages paid and in kind benefits accorded pursuant to an employment agreement, the chairman of board of directors may receive no compensation from the company other than as provided for in this article.

The chairman of the board of directors shall not take part in the vote on his compensation and his vote shall not be taken into account for the calculation of quorum and majority.

Any decision taken in violation of this article shall be null.

In the event of a temporary absence of its chairman, the board of directors may designate, for the term it sets, another member to fulfill the duties of chairman.

In the event of death or cessation of functions by its chairman, the board shall appoint a new chairperson or designate a director to replace the chairman until the appointment of a new one.

The board of directors may remove its chairman at any time.

The board of directors shall appoint from among its members a general manager who must be a natural person.

On the proposal of the general manager, the board of directors may appoint one or more individuals to assist the general manager as a deputy general manager under the conditions set forth in articles 471 to 476 above.

The board of directors shall freely set the term of office of the general manager.

The mandate of the general manager is renewable.

The general manager is responsible for the general management of the company. He represents it in its dealings with third parties.

For the performance of his duties, he is invested with the broadest powers, which he shall exercise within the limits of the company purpose, and subject to powers expressly vested to general meetings or specially reserved to the board of directors by the laws or provisions of the article of association.

In his dealings with third parties, the company is bound, even by actions of the general manager which do not fall within the company purpose, under the terms and limits set forth in article 122 above.

The provisions of the articles of association, the decisions of the meetings or of the board of directors limiting those powers shall not be enforceable against bona fide third parties.

The general manager may be bound to the company by an employment agreement under the conditions set forth in article 426 above.

The terms and amount of the remuneration of the general manager are determined by the board of directors.

Where applicable, in kind benefits granted to him are determined under the same terms as his remuneration.

If he is a director, the general manager shall not take part in the vote on his remuneration and his vote shall not be taken into account for the calculation of quorum and majority.

Except for wages paid and in kind benefits granted pursuant to an employment agreement, t he general manager may receive no remuneration from the company other than as provided for in this article.

Any decision taken in violation of this article shall be null.

In the event of a temporary or permanent absence of the general manager, the board of directors shall immediately designate a replacement until by appointing a new general manager.

The general manager may be removed at any time by the board of directors

If the removal is decided without just cause, damages may be awarded.

Except for death or removal, the functions of general manager shall normally expire at the end of his term of office.

Public limited companies with three (3) or less shareholders have the option not to have a board of directors, and may appoint a general director who shall, under his professional responsibility, be in charge of the administration and management of the company.

The first general director shall be designated in the articles of association.

During the life of the company, the general director shall be appointed by the ordinary general meeting. He shall be selected amongst the shareholders or outside of the company.

The term of office of the general director is freely set by the articles of association, but shall not exceed six (6) years in case of an appointment during the company life and two (2) years in case of an appointment by the articles of association. This mandate shall be renewable.

No one shall simultaneously hold more than three (3) offices as general director of public limited companies having their headquarters in the territory of the same State party.

Similarly, the mandate of the general director cannot be combined with more than two (2) appointments of chief executive officer or general manager of public limited companies having their headquarters in the territory of the same State party.

The general director who, upon taking up a new office, infringes the provisions of the first and the second paragraphs of this article shall resign from one of his offices within three (3) months of his appointment.

At the expiration of such period, he shall be deemed to have resigned from his new office and shall return the compensation received, in any form whatsoever, without the validity of the decisions that he might have taken being called into question on that ground.

The managing director shall be responsible for overseeing the general administration and management of the company. He shall represent the company in its dealings with third parties.

He shall call and chair the general meetings of the shareholders.

He shall be vested with the broadest powers to act in all circumstances on behalf of the company and shall exercise those powers within the limits of the company purpose and subject to those expressly conferred to meetings of shareholders by this Uniform Act and, where applicable, by the Articles of Association.

He shall commit the company in matters which fall outside of the corporate purpose under the terms and limits laid down in Article 122 above in its dealings with third parties.

The provisions of the Articles of Association or the resolutions of the general meeting of shareholders limiting the powers of the managing director shall not be enforceable against bona fide third parties.

The general director may be bound to the company by an employment agreement of provided that such agreement corresponds to a real job.

The employment agreement is subject to the prior approval of the general meeting. Failing that, the agreement is null.

Excluding wages received pursuant to an employment agreement, the general director cannot receive, in connection with his duties, a remuneration other than those referred to in article 501 hereinafter.

Any contrary decision taken in violation of this article shall be null.

The terms and amount of remuneration of the general director shall be determined by the ordinary general meeting as well as, where appropriate, benefits in kind. Any decision taken in violation of this section shall be null.

the company, directly or indirectly, or through an intermediary, and on agreements entered into with a legal entity he owns, in which he is partner with unlimited liability or, generally speaking,a manager.

The provisions of this article shall not govern agreements relating to routine transactions carried out in the ordinary course of business as stipulated in article 439 above.

The general director shall inform the auditor within one (1) month from the conclusion of the agreement and, in any case, at least fifteen (15) days prior to the annual ordinary general meeting.

The auditor shall present a report to the ordinary general meeting on these agreements.

This report shall list agreements submitted to approval of the meeting, specify their nature and mention the goods and services covered by these agreements, their key terms including the prices or rates in force, discounts or commissions granted, security interests conferred and any other information that would enable shareholders to assess benefits in entering into such agreements.

Deliberations relating to the agreements referred to in article 438 above shall be null where they are conducted without the special report of the auditor. They may be cancelled where the special report of the auditor does not contain the information provided for in the present article.

Agreements approved or disapproved by the general meeting shall be fully effective in respect of parties and third parties.

However, the managing director may be liable for harmful consequences to the company of agreements disapproved by the general meeting.

The provisions of articles 502 and 503 above shall not apply when the general director is the sole shareholder of the public limited company.

The provisions of articles 502 to 504 above shall apply to the general director and the deputy general director.

Suretyships, endorsements and guarantees, counter-guarantees and other security interests granted to companies other than credit institutions, microfinance or guarantee insurance institutions, duly approved by the general director or the deputy general director shall be enforceable against the company only if they received prior authorization from the ordinary general meeting either as a general decision, or a special one.

Under penalty of invalidity of the agreement, the general director or the deputy general director, when one was appointed, as well as their spouses, ascendants or descendants and intermediaries, are prohibited from contracting, in any form whatsoever, loans from the company, being granted an overdraft on a current account or otherwise, or to have the company provide guarantee or secure their commitments to third parties.

However, when the company is a banking or financial institution, it may grant its general director or its deputy general director, in any form whatsoever, a loan, an overdraft on a checking account or otherwise, an endorsement, a suretyship or other guarantee, if these agreements pertain to routine transactions carried out in the ordinary course of business.

In the event of temporary absence of the general director, his duties shall be temporarily exercised by the deputy general director, if one was appointed. Otherwise, the duties of general director shall be temporarily exercised by any anyone the ordinary general meeting of shareholders deems fit to appoint.

In case of death or resignation of the managing director, the deputy managing director shall take over until the appointment of the new managing director by the next ordinary general meeting.

The general director may be removed any time by the general meeting.

Where the removal is decided without just cause, damages may be awarded.

On the proposal of the general director, the general meeting of shareholders, may appoint one or more natural persons to assist the general director as deputy managing director.

The general meeting shall freely fix the term of office of the deputy general director.

The mandate of the deputy general director is renewable.

In agreement with the general director, the general meeting shall set the scope of powers conferred to the deputy general director.

Provisions of articles of association or resolutions of the general meeting on the limiting his powers are not enforceable against bona fide third parties.

The deputy general director may be bound to the company by an employment agreement provided that it represents a real job.

The employment agreement is subject to the prior authorization of the ordinary general meeting. Failing this, the employment agreement shall be null.

The terms and amount of remuneration of the deputy general director shall be set by the ordinary general meeting as well as, where appropriate, benefits in kind granted to him.

Any decision taken in violation of this article shall be null.

On the proposal of the general director, the ordinary general meeting may remove the deputy general director at any time.

Where the removal is decided without just cause, damages may be awarded.

The meeting of the shareholders shall be called by the board of directors or the general director, as the case may be.

Failing this, it may be called:

Unless otherwise provided for in the articles of association, meetings of shareholders shall be held at the headquarters or in any other location within the territory of the State party where the headquarters is located.

Subject to the provisions of this article, the articles of association shall set forth the rules for calling the meetings of shareholders.

A meeting is called by a notice of meeting published in a newspaper authorized to publish legal notices.

If all shares are nominatives, such publication may be replaced by notice of meeting sent, to be paid by the company, by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt, by facsimile or electronic mail. Notice of meeting by facsimile and electronic mail are valid only if the partner has previously given his written consent and communicated his facsimile number or electronic address, as applicable. He may, at any time, request expressly to the company by registered mail with request for acknowledgement of receipt that the aforementioned means of communication referred be replaced in the future by postal mail.

The notice of meeting shall state the date, the venue of the meeting and the agenda.

The notice of meeting shall reach or be communicated to shareholders fifteen (15) days at least prior to the date of the meeting for the first notice of meeting and, where appropriate, six (6) days at least for subsequent notice of meetings.

Where the meeting is called by an ad hoc agent, the judge may set a different deadline.

The meeting notice shall state the name of the company, followed by, where appropriate, its acronym, the form of the company, the amount of stated capital, the headquarters address, the registration number at the registry of commerce and securities, the date, the time and the venue of the meeting, as well as its nature either ordinary, extraordinary or special and its agenda.

When applicable, the notice shall state where bearer shares or the certificate of deposit of these shares are to be delivered, in order to obtain the right to participate in the meeting, as well as the date the delivery must be done.

Co-owners of jointly owned shares, underlying title holders and usufructuary of shares shall be called according to the above mentioned forms.

Any meeting improperly called may be cancelled. However, the action for invalidity, set out under the conditions provided for in article 246 above, shall not be admissible if all the shareholders were present or represented.

The agenda of the meeting shall be set by the person that calls the meeting.

However, when the meeting is called by an ad hoc agent, the agenda shall be set by the competent court that appointed him.

Likewise, one or more shareholders have the option to request the inclusion of a draft resolution in the agenda of the general meeting when they represent:

Draft resolutions shall be sent to the headquarters by hand-delivered letter against a receipt, by registered mail with request for acknowledgement of receipt or by fax, ten (10) days at least prior to the date of the general meeting so as to submit them to the vote at the meeting.

Deliberations of the general meeting shall be void where the draft resolutions sent in accordance with the provisions of this section are not submitted to the vote at the meeting.

The meeting may not deliberate on a matter not included in its agenda. Any decision taken in violation of this paragraph shall be null.

By derogation from the preceding paragraph, the meeting may, at all times, remove one or several members of the board of directors or, where applicable, the general director or the deputy general director and appoint their replacements.

Where the general meeting is held to introduce candidates to the office of director or managing director, as the case may be, it shall state their identity, their professional background, their professional activities and offices held over the last five years.

The agenda of the general may not be amended on the second notice of meeting or, where applicable, for extraordinary general meetings, on the third notice of meeting. Any deliberation conducted in violation of this section shall be null.

With regard to the annual ordinary general meeting, any shareholder is entitled, in person or through an agent that he appointed to represent him at the general meeting, to inspect the

following at the headquarters:

At the exception of inventory, the right of the shareholder to examine the above-mentioned records shall entail the right to make copies thereof at their own expense. The right to inspect these records may be exercised for fifteen (15) days before/the general meeting.

With regard to meetings other than the ordinary annual general meeting, the right to inspect the documents concerns the draft resolutions, the report of the board of directors or of the general director as the case may be and, where applicable, the report of the auditor or the liquidator.

Any decision of the general meeting taken in violation of this article shall be canceled.

Furthermore, any shareholder may at any time inspect and make copy of:

Likewise, any shareholder may, twice per fiscal year, send written questions to the chief executive officer, the general manager or the general director on all matters likely to jeopardize the smooth running of the company.

The response shall be communicated to the auditor.

The right to communication provided for in articles 525 and 526 above shall also apply to co- owners of jointly owned shares, to underlying titles holders and to usufructuary.

In the event the company refuses to provide all or part of documents referred to in articles 525 and 526 above, the competent court shall rule expeditiously on such refusal, at the request of the shareholder.

The competent court may order the company, subject to a fine, to transmit the documents to the shareholder under the conditions set forth in articles 525 and 526 above.

The general meeting shall be chaired, as appropriate, by the chief executive officer, the chairman of the board of directors or general director or, in their absence and unless there is a statutory provision to the contrary, by the shareholder holding or representing the largest number of shares or, in case of equality, by the oldest.

The two (2) shareholders representing the largest number of shares by themselves or as agents shall be appointed scrutineers, subject to their acceptance.

A secretary shall be appointed by the meeting to take down the minutes of the proceedings. He may chosen outside of the shareholders.

There shall be at each meeting an attendance sheet stating, in addition to the number of shares he owns and the number of votes attached to such shares:

In the absence of an attendance sheet in accordance with the provisions of this article, resolutions passed during the general meeting may be cancelled.

The attendance sheet shall be signed by shareholders present and by and by agents at the beginning of the meeting.

Powers of attorney and mail ballots shall be appended to the attendance sheet at the end of the meeting.

In the event of a violation of the provisions of this article, resolutions passed during the general meeting may be cancelled.

The attendance sheet shall be certified true and correct, under their professional responsibility, by the scrutineers.

In the event of a violation of the provisions of this article, resolutions passed during the general meeting shall be null.

The minutes of the proceedings of the meeting shall state the date and venue of the meeting, its nature, the manner the meeting was called, the agenda, the composition of the bureau, the quorum, the resolutions submitted to vote at the meeting and the outcome of the votes for each resolution, the documents and reports submitted to the meeting and a summary of proceedings.

It shall be signed by the members of the bureau and archived at the headquarters with the attendance sheet and its appendices in accordance with the provisions of article 135 above.

In the event of attendance to the meeting by videoconference or other means of telecommunications, technical incidents that may have occurred during the meeting and that disrupted it shall be stated in the minutes.

Copies or extracts of the minutes of meetings shall be duly certified by, as the case may be, the chief executive officer, the chairman of the board of directors, the general director or any other individual duly authorized to that effect.

In the event of liquidation, they shall be certified by a single liquidator.

The following may attend the general meetings:

The same shall apply to people outside the company where they have been authorized either by the competent court, or by a decision of the bureau of the meeting, or by the meeting itself.

Any shareholder may be represented by an agent of his choice.

Any shareholder may receive proxies issued by other shareholders to represent them at a meeting, without any restriction other than those resulting from legal provisions or provisions of the articles of association fixing the number of votes that the same individual may have both in his own name and as proxy.

The proxy shall include:

The proxy is given for one meeting. However, it may be given for two (2) meetings, one ordinary and one extraordinary meeting held the same day or within a period of seven (7) days.

The proxy given for one meeting remains valid for successive meetings called with the same agenda.

Non-shareholder directors may attend all meetings of shareholders as advisors.

Voting rights attached to the pledged share shall belong to the owner of the share.

The right to participate in meetings is subject to the entry of shares in the name of the shareholder, on the day of the general meeting in the register of nominative securities held by the company.

However, the articles of association may provide that such right is subject to registration in the register of nominative securities on the third business day preceding the meeting at zero hour, local time.

Shares redeemed by the company in accordance with the provisions of articles 639 et seq. hereinafter are devoid of voting rights. They shall not be taken into account for the calculation of quorum.

Voting rights attached to common or preferred shares shall be proportional to the amount of the capital that they represent and each share shall carry the right to one vote at least.

However, the articles of association may limit the number of votes that each shareholder has in the meetings, provided that such limitation is imposed on all shares.

Double voting rights conferred to other shares by virtue of the amount of the stated capital they represent may be granted by the articles of association or by a subsequent general extraordinary meeting to all shares fully paid up and for which there is proof of nominative registration for at least two years exists, in the name of a shareholder.

Furthermore, in the event of capital increase by incorporation of reserves, profits or issue premiums, emission or fusion, double voting rights may be granted, upon issuance, to nominative shares allotted to a shareholder for free, as soon as they are issued to a shareholder at the rate of old shares in respect of old shares for which he enjoys this right.

Any nominative share converted into a bearer share or negotiated shall lose the double voting right that may be attached to it.

However, transfer as through inheritance, liquidation of community property between spouses or inter vivos donation to a spouse or relative entitled to inherit, does not entail the loss of the acquired right.

The merger of the company shall have no effect on double voting rights which may be exercised within the acquiring company if the articles of association thereof so provide.

The ordinary general meeting shall take all decisions other than those expressly reserved by article 551 hereinafter, for extraordinary general meetings, and by article 555 hereinafter for special meetings.

The general meeting shall review various reports and draft resolutions and, where applicable, the chairman of the board of directors shall report on the work thereof.

It is competent, among other things for:

When the company, within two (2) years following its registration, acquires a property owned by a shareholder and whose value is at least equal to five million (5,000,000) CFA Francs, the auditor, at the request of the chief executive office, of the chairman of the board of directors or of the managing director, as the case may be, shall prepare, under his professional responsibility, a report on the value of such property. This report shall be submitted to the approval of the next ordinary general meeting.

This report shall describe the acquired property, indicates the criteria used to set the price and discuss the relevance of these criteria.

The auditor shall prepare and deliver the said report at the headquarters at least fifteen (15) days before the ordinary general meeting.

Any resolution passed without the auditor’s report shall be null. The resolution may be canceled when the report does not contain all the information prescribed in this article.

The general meeting shall decide on the appraisal of the property under penalty of cancelation of the sale. The seller shall not vote, neither for himself nor as agent, on the resolution related to the sale; and his shares shall not be taken into account for the calculation of quorum and majority. Any decision taken in violation of this paragraph shall be null.

The report submitted by the board of directors or the general director, as the case may be, to the general meeting shall give an annual account on the status of the employees participation in the stated capital on the last day of the fiscal year.

The ordinary general meeting shall be held at least once (1) a year, within six (6) months of the end of the fiscal year, subject to extension of this period by a court decision

Where the ordinary general meeting has not been held within such period, the public prosecution or any shareholder may petition the competent court through a summary hearing to order, where appropriate, under a fine, the company officers to call such meeting or to appoint an agent to do so.

Deliberations of the first convened ordinary general meeting shall only be valid where shareholders present or represented hold at least one quarter of shares carrying voting rights.

On the second notice of meeting, no quorum is required.

Decisions of the ordinary general meeting shall be taken by a majority of the votes cast. Blank

ballots or votes shall not be taken into account.

The extraordinary general meeting shall be empowered to amend all the provisions of the articles of association.

The extraordinary general meeting is also competent for:

However, the extraordinary general meeting may increase the commitments of shareholders beyond their contributions only with the consent of each shareholder.

Any shareholder may attend extraordinary general meetings without any objection to the limit of votes.

Deliberations of the extraordinary general meeting shall be valid only where shareholders present or represented hold at least half of the shares, on the first call, and one quarter of the shares, on the second call.

Where a quorum is not met, the meeting may again be called a third time within a period not exceeding two (2) months from the date fixed by the second notice of meeting. The quorum shall remain fixed at one quarter of the shares.

Decisions of the extraordinary general meeting shall be taken by a two-third majority of the votes cast.

During a vote, blank ballots shall not be taken into account.

In the case of relocation of the company headquarters to the territory of another State party, the decision shall be taken unanimously by members present or represented.

The special meeting brings together holders of shares of a given category.

The special meeting approves or disapproves the decisions of general meetings when such decisions modify the rights of its members.

The decision of a general meeting decision to modify the rights relating to a class of shares shall be final only after approval by the special meeting of shareholders of this category.

Deliberations of the special meeting shall be valid only where shareholders present or represented hold at least half of the shares, on the first call, and one quarter of shares, on the second call.

Absent the last quorum, the meeting shall be held within a period of two (2) months from the date fixed by the second notice of meeting. The quorum shall remain fixed at one quarter of the shareholders present or represented holding at least one quarter of shares.

The decisions of the special meeting shall be taken by a majority of two-thirds of the votes cast. Blank ballots shall not be taken into account.

The resolutions passed in violation of articles 546, 549, 550, 551, 552, 553, 554, 555, 556 and 557 above shall be null.

If the public limited company has only one shareholder, decisions, which to be taken in meetings, whether decisions within the competence of the extraordinary or of the ordinary general meeting, are taken by the sole shareholder.

Non contrary provisions of articles 516 to 557-1 above shall be applicable.

Within six (6) months following the end of the fiscal year, the sole shareholder shall take all decisions which are within the competence of the ordinary annual general meeting.

Decisions shall be taken based on reports of the general director and of the auditor who attend the general meeting pursuant to article 721 hereinafter.

Decisions taken by the sole shareholder shall be in the form of minutes which shall be filed at the company's archives.

All the decisions taken by the sole shareholder which would be subject to legal publicity if they were taken by a meeting must be published in the same forms.

The stated capital is increased, either by issuing common or preferred shares, or by increasing the nominal value of existing shares.

The new shares shall be paid up, either in cash or by offset against claims that are certain, of fixed amount and due to the company, or by incorporation of reserves, profits or contribution, issue or merger premiums, or by contributions in-kind.

The increase of capital by increasing the nominal value of shares shall only be decided by the unanimous consent of the shareholders, unless it is carried out by incorporating reserves, profits or contribution, issue or merger premiums.

The capital may also be increased by exercising the rights attached to securities giving access to capital under the conditions set forth in articles 822-1 et seq. hereinafter.

New shares shall be issued either at their nominal value or at such amount plus an issue premium.

The extraordinary general meeting is the only one competent to decide or, if applicable, authorize an increase of capital, based on the report of the board of directors or of the general director, as the case may be, and on the report of the auditor.

Where capital is increased by incorporation of reserves, profits or contribution, issue or merger premiums, the general meeting decides on the quorum and majority requirements set forth in articles 549 and 550 above for ordinary general meetings.

The right to the allocation of free shares, as well as fractional shares that may result for shareholders of the capital increase by incorporation of reserves, profits or contribution, issue or merger premiums are negotiable and transferable.

However, the extraordinary general meeting may, under the conditions of quorum and majority provided for in article 565 above, expressly decide that fractional shares are not negotiable and that matching shares must be sold.

Proceeds from the sale shall be alloted to holders of fractional shares no later than thirty (30) days following the date of registration into their account of the whole number of shares allotted.

The general meeting may authorize the board of directors or the general director, as the case may be, to set the terms of sale for fractional shares.

When the general meeting authorizes the capital increase, it may delegate the board of directors or the general director, as the case may be, the authority to decide on the capital increase.

In such case, the general meeting sets the term/duration, which shall not exceed twenty-four (24) months, during which such authority may be exercised, and the overall ceiling for the increase.

The board of directors or the general director, as the case may be, is then conferred with the necessary powers to prescribe the terms of issuance, record completion of the resulting capital increases and, make the necessary amendments to the articles of association.

When the general meeting decides to increase capital, it may delegate to the board of directors or the general director, as the case may be, the necessary powers to achieve the capital increase in one or more stages , to set all or part of its terms, to record the resulting increase, and make the necessary amendments to the articles of association.

Shall be deemed unwritten any clause to the contrary granting the board of directors or the general director, as the case may be, the power to decide on the increase of capital.

The report of the board of directors or of the general director, as the case may be, contains all relevant information on the reasons for the proposed capital increase as well as on the position of the company since the beginning of the current fiscal year, and if the ordinary general meeting called to review the accounts has not yet been held, during the previous fiscal year.

The capital increase must be carried out within a period of three (3) years from the date the general meeting which decided or authorized it.

The capital increase is deemed completed from the day the notarial statement of subscription and payment is established.

The capital must be fully paid up before the issuance of any new shares to be paid in cash.

Shares carry a pre-emptive subscription right to capital increases.

Shareholders have, proportionally to the amount of their shares, a pre-emptive right to subscribe for shares issued for cash for the purpose of achieving an increase of capital. This right shall be irreducible.

During subscription period, the pre-emptive subscription right shall be negotiable where it is detached from shares that are also negotiable.

Otherwise, such right shall be transferable under the same conditions as the share itself.

Where the general meeting so expressly decides, shareholders shall also have a pre-emptive subscription right to new excess shares which could not have been subscribed for on an irreducible basis.

Excess shares shall be allotted to shareholders who subscribed for a number of shares greater than they could subscribe on an irreducible basis and, in any case, within the limits of their request.

The deadline for shareholders to exercise their pre-emptive subscription right may not be less than twenty (20) days. This period runs from the date of the opening of the subscription.

This period shall close early as soon as all the irreducible subscription rights and, where appropriate, reducible rights have been exercised, or where the capital increase was fully subscribed after individual waiver of their subscription rights, by shareholders who did not subscribe.

Where irreducible subscriptions and, where applicable, reducible subscriptions have not absorbed the total increase in capital:

The board of directors or the general director, as the case may be, may use, in the order which he shall determine, the options provided for in article 579 above or some of them only.

The capital increase is not carried out when, after exercising these options, the amount of subscriptions received does not cover the totality of the increase of capital, or, in the case provided for in point 1 °) of article 579 above, three-quarters of such increase.

However, the board of directors or the general director shall, as the case may be, ex officio and in all cases, limit the increase of capital to the amount reached, where shares subscribed for represent ninety-seven percent (97%) of the capital increase.

When old shares have usufruct attached to them, the usufructuary and the underlying title holder may set the conditions for exercising the pre-emption right and allocation of new shares as they see fit.

Failing an agreement between the parties, the provisions of articles 582 to 585 hereinafter are applicable.

These provisions also apply, where the parties fail to act, in case of allotment of bonus shares.

The pre-emptive subscription right attached to old shares belongs to the underlying title holder.

In the event the underlying title holder sells his subscription rights, the proceeds from the transfer or assets acquired as a result of reinvestment of these sums shall be subject to usufruct.

Where the underlying title holder fails to exercise his pre-emptive subscription right, the usufructuary may replace him to subscribe for the new shares or sell the subscription rights.

Where the usufructuary sells the subscription rights, the underlying title holder may demand reinvestment of the proceeds of the transfer. The assets, thus acquired, shall be subject to usufruct.

The underlying title holder of shares is deemed, vis-à-vis the usufructuary, to having failed to exercise the pre-emptive subscription right for the new shares issued by the company where he neither subscribed for new shares nor sold the rights of subscription at least eight (8) days prior to the expiration of the subscription deadline granted to shareholders.

The new shares shall belong to the underlying title holder for underlying title and to the usufructuary for usufruct. However in the event the underlying title holder or the usufructuary

provides funds to make or finalize a subscription, the new shares shall belong to the underlying title holder and the usufructuary only up to the limit of the subscription rights: the excess of the new shares shall belong, as a free hold, to the party who paid for them.

The general meeting that decides or authorizes an increase in capital may, in favor of one or several beneficiaries specifically named, cancel the pre-emptive subscription right for entirety of the capital increase or for one or several portions of such increase.

Beneficiaries when they are also shareholders shall not take part in the vote neither for themselves nor as agents and, their shares are not taken into account for the calculation of quorum and majority.

The decision on the conversion of preferred shares entails the waiver of shareholders’ pre- emptive subscription right to shares issued from the conversion.

The decision to issue securities giving access to capital also entails a waiver by shareholders’ pre-emptive subscription right to shares to which the issued securities give right.

The issue price of new shares or the conditions for fixing such price must be determined by the extraordinary general meeting based on the report of, as the case may be, the board of directors, the general director or the auditor.

The report of the board of directors or of the general director pursuant to article 588 above shall state:

When the meeting itself prescribes all the terms of the capital increase, the report referred to in article 588 above shall also state the impact on the financial situation of shareholders, the proposed issue, in particular with regard to its share of equity at the close of the last fiscal year.

If the close of the fiscal year precedes the planned transaction by more than six (6) months, such impact shall be assessed in the light of a mid-term financial report established over the last six months according the same procedures and the same layout as the last annual balance sheet.

Resolutions passed without the auditor’s report or that of the general director, as the case may be, as provided for in article 588 above, shall be null. Resolutions may be cancelled in case the report does not contain all particulars provided for in this article and article 589 above.

The auditor shall give his opinion on the proposal to remove the pre-emptive subscription right, the choice of items for calculating the issue price and its amount, as well as the impact of the issuance on the financial situation of shareholders assessed in relation to the company equity.

He shall verify and certify the fairness of information derived from the company accounts on which his opinion is based.

Resolutions passed without the auditor’s report as provided for in article 588 above, and in the present article, shall be null. The resolutions may be cancelled in case these reports do not contain all particulars provided for in this article.

When the general meeting has delegated its powers under the conditions set forth in article 568 above, the board of directors or the general director, as the case may be, prepares, at the time when it uses its authorization, an additional report describing the final terms of the transaction set up in accordance with the authorization given by the meeting. The report shall also include the information provided in article 589 above.

The auditor shall verify notably the compliance of the terms of the transactions with the authorization and particulars given by the meeting. He shall also give his opinion on the choice of items to calculate the issue price and on its final amount, as well as the impact of the issue on the financial situation of the shareholder, in particular concerning such shareholders share percentage in relation to the company equity at the close of the last fiscal year.

These additional reports shall be immediately put at the disposal of shareholders at the headquarters no later than fifteen (15) days following the meeting of the board of directors or the resolution of the general director, and communicated to them at the very next meeting.

The capital increase may be cancelled in the event of violation of the provisions of this article.

Shareholders may individually renounce their pre-emptive subscription rights in favor of designated individuals. They may also renounce this right without naming beneficiaries.

The shareholder who renounces his pre-emptive subscription right must notify the company by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of

receipt, before the expiration of the period of the opening of the subscription.

The renunciation without mention of beneficiaries must be accompanied, for bearer shares, by matching coupons or a certificate from the securities depository recording the shareholder’s renunciation.

The renunciation made in favor of designated beneficiaries must be accompanied by the acceptance of the said beneficiaries.

New shares renounced by the shareholder without naming the beneficiaries may be subscribed for as reducible under the conditions set forth in article 576 above or, where appropriate, distributed among the shareholders or offered to the public under the conditions set forth in article 579 above.

However, where the renunciation has been notified to the company no later than on the date the decision to increase the capital was executed, matching shares shall be made available to other shareholders so as to exercise their pre-emptive subscription rights on an irreducible basis and, where appropriate, on a reducible basis.

Where the shareholder renounces to subscribe to the increase of capital in favor of designated individuals, his rights are assigned to them, on an irreducible basis and, where appropriate, on a reducible basis.

Shareholders shall be informed of the issuance of new shares and its terms by a notice containing among other things, in addition to the particulars provided for in article 257-1, the following information:

In the event of issuance of securities giving access to capital, the notice shall also state the main characteristics of the securities, including terms for allotment of shares to which they give entitlements, as well as the dates on which the allotment rights may be exercised.

The notice provided for in article 598 above is brought to the attention of shareholders by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt six (6) days at least prior to the opening date of the subscription by, as the case may be, members of the board of directors, of the general director or any other individual appointed to that effect.

Where the general meeting decides to remove the pre-emptive subscription rights of shareholders, the provisions of article 598 above are not applicable.

The subscription agreement is evidenced by a subscription form prepared in two copies, one for the company and the other for the notary responsible for drawing up the notarial statement of subscription and payment.

The subscription form shall be dated and signed by the subscriber or his agent, who shall write in letters the number of shares subscribed. A copy of said form written on plain paper shall be given to him.

The subscription form shall state:

Shares subscribed for in cash have to be paid up during the subscription of at least a quarter of their nominal value of and, where appropriate, the full issue premium shall be paid up in full.

The balance shall be paid once or by installments at the request of the board of directors or the general director, as the case may be, within a period of three (3) years from the day the capital increase is carried out.

Shares subscribed for in cash, resulting in part from cash payment and partly from incorporation of reserves, of profits or of share, issue or merger premiums must be fully paid up during subscription.

Proceeds of shares subscribed for in cash shall be deposited by company management on behalf of the company either in a duly accredited credit or microfinance institution domiciled in the State party of the headquarters, or at a notary’s office.

Such deposit shall be made within a period of eight (8) days from the receipt of the funds.

The depositor shall remit to the bank or to any other duly accredited credit or microfinance institution or, where appropriate, to the notary, when depositing funds, a list stating the identity of the subscribers and, for each of them, the amount of the sums paid.

The depositor is required, until funds are withdrawn, to communicate such list to any subscriber that, after showing proof of his subscription, so requests.

The applicant may examine the list and obtain a copy at his expense.

The depositary shall issue a certificate attesting the deposit of funds to the depositor.

In case of release of shares by offset against claims, such claims shall be the object of a statement of accounts drafted, as the case may be, by the board of directors or by the general director and certified accurate by the auditor.

Subscriptions and payments shall be recorded in a statement of the company management in a notarial statement referred to as “notarial statement of subscription and payment”.

Upon presentation of the subscription forms and, where appropriate, a certificate issued by the depositary attesting the deposit of funds, the notary shall state in the act he draws that the amount of reported subscriptions is consistent with the amount shown on the subscription form and the amount of payments reported by the company management is consistent with the sums deposited to his office, or, where appropriate, appearing on the above- mentioned certificate. The depository certificate shall be appended to the notarial statement of subscription and payment.

The notary shall make the notarial statement available to subscribers who may examine it a nd make copy thereof in his office.

When the capital increase is carried out by offsetting claims that are certain, of fixed amount and due, the notary shall record that shares issued for cash have been paid up in view of the statement of accounts certified by the auditor and referred to in article 611 of this uniform Act. This statement shall be appended to the notarial statement of subscription and payment.

The withdrawal of funds generated by subscriptions in cash may only take place after the capital increase has been completed.

It is performed/carried out by a company representative upon presentation of the notarial statement of subscription and payment to the depositary.

Capital increase by issuance of shares to be paid up in cash is deemed effected on the date the notarial statement of subscription and payment was established.

Any subscriber, six (6) months after making his payments, may petition the competent court for the appointment of an agent to withdraw the money so as to return to it to subscribers, subject to deduction of his distribution costs if, on that date, the capital increase has not been realized.

The capital increase must be published under the conditions set forth in article 264 above.

Decisions taken or transactions carried out in violation of articles 562, 563, 564, 565, 566 paragraph 2, 572, 573, 575, 576, 577, 579, 580, 586, 587, 588, 596 and 597 above are null.

Decisions taken or transactions carried out in violation of the provisions of articles 567, 598 and 599 may be cancelled.

In the case of contributions in-kind and/or stipulations of special benefits, one or more contributions auditor (s) shall be appointed, unanimously by shareholders or failing that, at the request of the chairman of the board of directors, the general manager or the general director, as the case may be, by the competent court where the headquarters is located.

The contributions auditor is subject to the incompatibilities set forth in articles 697 and 698 hereinafter. He may not be the company auditor.

The contributions auditor shall prepare, under his professional responsibility a report that describes each contribution and/or special benefits, stating its value, specifies the method of appraisal used and the reasons for such choice, establishes that the value of contributions and/or special benefits corresponds, at least, and the nominal value of the shares to be issued.

He may be assisted in the performance of his duties by one or more experts of his choice. These experts’ fees shall be borne by the company.

In the event the contributions auditor is unable to establish the value of special benefits, he shall analyze their consistency and impact thereof on the situation of shareholders.

The report of the contributions auditor shall be deposited at the headquarters eight (8) days, at least, prior to the extraordinary general meeting, and made available to shareholders that may examine it and obtain, at their own expense, partial or full copy thereof.

It shall also be filed, within the same period, with the registry of commerce and securities in the State party where the headquarters is located.

Resolutions passed without the contributions auditor’s report contemplated in this article shall be null. Resolutions may be cancelled where the report does not contain particulars contemplated in article 621 above.

When the extraordinary general meeting is deliberating on the approval of a contribution in-kind or the granting of a special benefit, the shares of the contributor or the beneficiary shall not be taken into account for the calculation of quorum and majority.

The contributor or the beneficiary shall not vote either for himself or as proxy.

Where the meeting approves the valuation of contributions or the granting of special benefits, it shall record, where appropriate, that the capital increase has been completed.

Where the meeting reduces the valuation of the contributions or special benefits, the express approval of the amendments by the contributors, the beneficiaries or their duly authorized agents for this purpose is required.

Resolutions passed in violation of articles 623 and 625 above are null.

Initial shares shall be fully paid at issue.

The extraordinary general meeting, based on the report of the board of directors or the general director, as the case may be, and on the special report of the auditor, may authorize the board of directors or the general director, as the case may be, to proceed in favor of employees of the company or certain categories of them, with an allotment free of charge of existing shares or to be issued. Resolutions passed in the absence of the reports referred to in this paragraph shall be null.

The extraordinary general meeting shall fix the maximum percentage of the stated capital that can be allotted under the conditions defined in the first paragraph. The total number of shares allocated, free of charge, may not exceed ten percent (10%) of the stated capital on the date the decision of their allotment by the board of directors or the general director, as the case may be, was taken.

It also sets the timetable during which this authorization may be effected by the board of directors or the general director, as the case may be. This period cannot exceed thirty-six (36) months.

When the allotment pertains to shares to be issued, the authorization given by the extraordinary general meeting automatically means that shareholders waive their pre-emptive subscription rights entails, in favor of the beneficiaries of shares allotted free of charge, renunciation by shareholders to their pre-emptive subscription right. The matching capital increase is definitely achieved on the sole fact of the final allotment of shares to beneficiaries.

The allotment of shares to their beneficiaries shall be final at the end of a vesting period which minimal duration, that may not be less than two (2) years, is determined by the extraordinary general meeting. However, the meeting may provide for the final allotment of shares before the end of the vesting period in the event of disability of the beneficiary being unable to perform any occupation.

The extraordinary general meeting shall also set the minimum period of the obligation of retaining shares by the beneficiaries. This period begins on the date of the final allotment of shares, but may not be less than two (2) years. However, shares are freely transferable in the event of disability of the beneficiary being unable to perform any occupation.

Where the extraordinary general meeting has selected a vesting period mentioned in the fifth paragraph of a duration of at least four (4) years for all or part of the shares alloted, it can reduce or eliminate the duration of the obligation of retaining, mentioned in the sixth paragraph, such shares.

In a company whose securities are traded in a stock exchange, at the end of the period of the obligation of retaining, shares may not be negotiated:

The board of directors or the general director, as the case may be, shall determine the identity of beneficiaries to whom shall be allotted shares referred to in the first paragraph. He/it shall set, where appropriate, the terms for the allotment of shares.

Deliberations conducted and decisions taken and allotment of shares consented in violation of paragraphs 1, 2, 3, 5, 6 of article 626-1 and of paragraphs 1 and 2 of article 626-1-1 above shall be null.

The chairman of the board of directors, the general director, the deputy general directors, the general manager, the deputy general managers of a public limited company, the chairman who is a natural person, the general manager, the deputy general managers of a simplified public limited company may be allotted company shares under the same terms as the employees and in compliance with the conditions referred to in article 626-6 hereinafter.

They may also be allotted shares of a related company in the conditions set forth in article 626-2 hereinafter, provided that the shares of the latter are admitted to trading on a stock exchange and in compliance with the requirements referred to in article 626-6 hereinafter.

By derogation from the foregoing provisions, for shares thus allotted to the chairman of the board of directors, the general manager, the deputy general managers, the chairman who is a natural person, the general manager, the deputy general manager of a public limited company, the natural chairman, the general manager, the deputy general managers of a simplified public limited company, the board of directors shall either decide that these shares may not be transferred by the beneficiaries before leaving office, or shall determine the amount of shares that they are required to conserve in the nominative form until they leave office. Information thereof shall be published in the report referred to in article 547-1 above.

For shares allotted to the general director or to the deputy general directors, the decision shall be taken by the general meeting.

Deliberations conducted and decisions taken and allotment of shares consented in violation of this article shall be null.

Shares may not be allotted to employees and company managers who, individually, hold more than ten percent (10%) of the stated capital. A free allotment of shares can also not have the effect that employees and company managers each hold more than ten percent (10%) of the stated capital. In companies whose shares are not traded on a stock exchange, the articles of association may provide for a higher percentage, which cannot exceed 20% of the stated capital.

In case of exchange of shares without any cash payment resulting from a merger or demerger realized in accordance with regulations in force during the periods of acquisition or conservation provided for in articles 626-1 and 626-1-1 above, the provisions of articles 626-1 to 626-1-2 above and, in particular, the above-mentioned for the time remaining, shall continue to apply to the rights to allotment and to shares received in exchange. The same shall apply for exchange resulting from a public offering, or split or regrouping operation carried out in accordance with regulations in force that occurs during the conservation period.

In the event of contributions to a company or a mutual fund whose assets comprise exclusively securities or giving access to the capital issued by the company or by a company related to it within the meaning of article 626-2 hereinafter, the obligation of retaining provided for in articles 626-1 and 626-1-1 above remain applicable, for the remaining time from the date of the contribution, to shares or equity interests received in exchange for the contribution.

Shares may be allotted under the same conditions as those mentioned in articles 626-1 to 626-1-3 above:

Shares that are not admitted to trading on a stock exchange may only be allotted under the conditions mentioned above to employees of the company, which carries out such allotment/allocation or to the ones mentioned in 1°.

Deliberations conducted and decisions taken and allotment/allocation of shares consented in violation of this article shall be null.

Rights derived from free allotment of shares are unassignable until the end of the vesting period.

In the event of the beneficiary's death, his heirs may request the allotment of shares within a period of six (6) months from the date of death. These shares shall be freely transferable.

A special report of the board of directors or general director, as the case may be, keep annually informed the ordinary general meeting on transactions referred to in articles 626-1 to 626-3 above.

Such a report shall also state:

This report shall also state the number and value of shares which, during the year, have been allotted free of charge by the company and companies or groups related to it under the conditions set forth in article 626-2 above, to each of the ten (10) employees of the company who are not part of company management, with the highest freely allotted number of shares.

This report shall also state the number and value of shares which, during the year, have been allotted by companies referred to in the preceding paragraph to all employees, beneficiaries as well as their number and distribution of shares allotted between the categories those beneficiaries.

The ordinary general meeting of the company controlling the majority, directly or indirectly, of the one which allots shares free of charge shall be kept informed in accordance with article 626-4 above.

Shares of a company, whose securities are admitted listed on a stock exchange, shares may be allotted under the first and second paragraphs of article 626-1-2 above only where the company, for the fiscal year during which these shares are alloted, proceeds, under the conditions set forth in articles 626-1 to 626-5 above, allots shares free of charge in favor of all of its employees and, to at least ninety percent (90%) of all the employees of subsidiaries located in the States parties.

Deliberations conducted and decisions taken and allocations of shares consented in violation of this article shall be null.

The stated capital shall be reduced, either by decreasing the nominal value of shares, or by decreasing the number of shares.

The reduction of capital shall be authorized or decided by the extraordinary general meeting, that may give authority to the board of directors or the general director, as the case may be, to achieve it.

Under no circumstance, shall it undermine the shareholders equality except with the express consent of the disadvantaged shareholders.

The capital reduction project shall be communicated to the auditor forty-five (45) days at least before the extraordinary general meeting which decides or authorizes the capital reduction.

The auditor shall present a report to the extraordinary general meeting in which he offers his assessment on the causes and conditions of the capital reduction. Any deliberation conducted taken without the auditor’s report shall be null.

Where the board of directors or the general director, as the case may be, achieves the capital reduction further to the powers vested by the general meeting, it shall draft a report thereon to be published and shall amend the articles of association accordingly.

Creditors of the company cannot object to the reduction of capital when it is motivated by losses.

Creditors of the company, whose claims is prior to the date of the notice published in a legal notices journal relating to the minutes of the deliberations of the general meeting that decided or authorized the capital reduction, may object to the reduction of the company capital where the latter is not motivated by losses.

The objection period extended to creditors on the capital reduction is thirty (30) days from the date of publication of the notice in a newspaper authorized to publish legal notices of the headquarters location following the filing with the registry of commerce and securities of the minutes of the deliberations of the general meeting that decided on or authorized the capital reduction.

The objection is made by notice served by a bailiff or notified by any means that ascertain actual receipt thereof by the addressee, and brought before the competent court through a summary hearing.

The capital reduction transactions cannot be launched during the objection period or, where applicable, before the entry of judgement at first instance on the objection.

Where the objection is admitted, the capital reduction procedure shall be suspended until claims are reimbursed or guarantees are provided to creditors where the company offers such guarantees and they are deemed sufficient.

The capital reduction shall be subject to publicity formalities referred to in article 264 above.

Resolutions passed in violation of articles 627 and 628 above shall be null.

Subscription or purchase by the company of its own shares, either directly, or by a person acting in his own name but on behalf of the company, is prohibited. Likewise, the company cannot grant advances, loans or grant security interest for the subscription or purchase of its own shares by a third party.

However, the extraordinary general meeting that decided on a capital reduction not motivated by losses may authorize the board of directors or the general director, as the case may be, to acquire a specific number of shares in order to cancel them.

Founders or, in case of a capital increase, members of the board of directors or the general director are required, under the conditions set forth in articles 738 and 740 hereinafter, to pay up for shares subscribed for or acquired by the company in violation of the provisions of the first paragraph of this article.

Likewise, where shares are subscribed for or acquired by a person acting in his own name but on behalf of the company, this person is bound to pay up for shares jointly with the founders or, as the case may be, the members of the board of directors or the general director. The subscriber is also deemed to have subscribed for shares on his own account.

Notwithstanding the provisions of the first paragraph of article 639 above, companies that allot their shares under the conditions set forth in articles 626-1 et seq. above may, for this purpose, subscribe or acquire their own shares. Shares thus acquired must be allotted within a period of one year from the date of their acquisition.

The company shall not own, directly or through a person acting in his own name but on behalf of the company, more than ten percent (10%) of the total number of its own shares.

Shares subscribed for or acquired shall be in the nominative form and fully paid up upon subscription or acquisition.

Founders or, in the case of a capital increase, members of the board of directors or the general director shall be bound, under the conditions set forth in article 640-1 hereinafter, to cause the shares subscribed or acquired by the company to be paid in, in accordance with the first paragraph of this article.

Likewise, where shares are subscribed for or acquired by person acting in his own name but on behalf of the company, this person is required to pay up for the shares jointly with the founders or, as the case may be, the members of the board of directors or the general director. The subscriber is also deemed to have subscribed to shares on his own account.

The acquisition of company shares shall not have for effect the reduction of equity to an amount lower than the amount of the capital plus non-allocated reserves.

Shares owned by the company shall not give rights to dividends.

Payment for subscribed shares or payment for shares acquired for a free allotment shall be made by a mandatory deduction, up to the amount of shares to be allotted, on the portion of profits of one or more fiscal years, as well as reserves, with the exception of the legal reserve.

Sums levied on profits for payment or acquisition of shares shall be entered in a reserve account until the final allotment of such shares.

When the amount of a reserve account constituted by deducting from the company profits is equal to the amount of shares allotted, the final allotment may be achieved.

In the event of issuance, the board of directors or the general director, as the case may be, is authorized to make the necessary changes to the provisions of the articles of association insofar as these amendments are materially in line with the results of the transaction.

The provisions of article 639 above are not applicable to fully paid-up shares, acquired as a result of a universal assignment of assets or as a result of a court decision.

However, shares must be transferred within a period of two (2) years from their subscription or acquisition; at the expiration of such period, they must be cancelled.

The company is prohibited from taking its own shares as collaterals/pledges, directly or indirectly through person acting in his own name but on behalf of the company.

Shares taken as pledges/collaterals by the company must be returned to their owner within a period of one (1) year. The refund/return shall be made within a period of two (2) years if the transfer of the pledge to the company is consequent to a universal assignment of assets or a court decision; failing this, the pledge agreement shall automatically be null.

The prohibition provided for in this article does not apply to daily operations of credit, microfinance or surety/guarantee insurance institutions duly authorized.

When the company decides to purchase its own shares for the purpose of cancelling them and reducing its capital in due proportion, it shall make the purchase offer to all shareholders.

To this end, it shall published in a newspaper authorized to publish legal notices of the headquarters location a notice containing the following information:

Where all shares are in the nominative form, the notice referred to in article 643 above may be replaced by a notification containing the same particulars made to each shareholder by hand- delivered letter against a receipt or by registered mail with request for acknowledgement of receipt. The notification cost shall be borne by the company.

Where shares offered for purchase exceed the number of shares to be purchased, the number of shares offered by each selling shareholder shall be reduced proportionally to the number that he proves to own or hold.

Where shares offered for purchase do not reach the number of shares to be purchased, the stated capital shall be reduced to the amount of shares purchased.

However, the board of directors or the general director, as the case may be, may decide to repeat the transaction under the conditions set forth in articles 643 and 644 above, until the full purchase of the number of shares initially set, provided that the transaction is repeated within the time specified by the decision of the general meeting that authorized the reduction of capital.

Repurchase transactions carried out in violation of articles 643, 644, 645 and 646 above shall be null.

The provisions of articles 643 and 646 above are not applicable when the general meeting, in a bid to facilitate an increase of capital, a merger or a demerger, has authorized the board of directors or the general director, as the case may be, to purchase large numbers of shares representing at most one percent (1%) of the amount of the stated capital, in order to cancel them.

Likewise, these provisions are not applicable in the case of a repurchase by the company of shares whose transferee has not been approved.

The auditor shall give, in his report on the proposed transaction, his opinion on the advisability and terms of the planned purchase of shares.

Where shares have usufruct attached, the offer to purchase shall be made to the underlying title holder. However, the repurchase of shares shall be final only where the usufructuary has expressly consented to the transaction.

Unless otherwise agreed between the underlying title holder and the usufructuary, the repurchase price of shares shall be divided between them proportionally to the value of their respective rights to the shares.

Shares purchased by the company that issued them, for a reduction of capital, must be cancelled within fifteen (15) days following the expiration of the deadline for the purchase offer stated in the notice referred to in article 643 above.

When the purchase is made in order to facilitate a capital increase, a merger or a demerger, the time limit for cancelling shares shall begin on the day where the shares were redeemed.

Shares acquired or held by the company in violation of the provisions of articles 639 and 640 above shall be cancelled within the period of fifteen (15) days from the date of their acquisition or, where applicable, at the expiration of the time limit of one year referred to in the first paragraph of article 640 above.

Shares cancellation shall be evidenced, where they are in a nominative instruments, by an entry in the company nominative share register.

In the case of bearer shares, the cancellation of shares shall be evidenced by a transfer to an account opened in the name of the company, either within the company or with an intermediary.

Capital redemption is the operation whereby the company reimburses shareholders all or parts of the nominal value of their shares, as an advance payment on the proceeds of the future liquidation of the company.

Capital redemption shall be decided by the ordinary general meeting, where it is provided for in the articles of association.

In case the articles of association are silent, it shall be decided by the extraordinary general meeting.

Any resolution taken on the redemption in violation of this article shall be null.

Shares may be totally or partially redeemed. Shares totally redeemed shall be referred to as dividend shares.

Redemption shall be achieved by equal refund for each share of the same class and shall not lead to a capital reduction.

Sums of money used for repayment of shares shall be deducted from profits or from reserves not provided for in the articles of association.

They may not be withdrawn neither from legal reserve nor, unless otherwise decided by the extraordinary general meeting, from reserves provided for in the articles of association.

Refund of shares shall not have for effect the reduction of shareholders’ equity to an amount lower than the amount of the stated capital plus non-distributable reserves by law or by the articles of association.

Capital redemption transactions carried out in violation of articles 654 and 655 above shall be null.

Shares fully or partially redeemed retain all their rights with the exception, however, of the right to the first dividend provided for in article 145 above and to the repayment of the nominal value of the shares that they lose proportionally.

The extraordinary general meeting may decide to reconvert shares fully or partially redeemed into capital shares.

The reconversion decision shall be taken under the conditions of quorum and majority provided for the amendment of the articles of association.

The reconversion of shares shall be carried out by a mandatory levy, up to the redeemed amount of shares to be reconverted, from the portion of profits of one or more fiscal years accruing to these shares after payment for shares partially redeemed, of the first dividend or the interest to which they may give right.

Likewise, the extraordinary general meeting may authorize shareholders, under the same conditions, to repay the company the redeemed amount of their shares plus, if any, the first dividend or interest granted by the articles of association during the elapsed period of the current fiscal year and, possibly, of the previous year.

Decisions provided for in article 658 above shall be submitted for ratification at the special meetings of each category of shareholders who have the same rights.

Sums of money levied from profits or paid by shareholders pursuant to article 658 above shall be recorded in a reserve account.

When shares are redeemed in full, a reserve account shall be opened for each of the categories of shares also redeemed.

Where the amount of a reserve account constituted by deductions from company profits is equal to the redeemed amount of shares or the matching class of shares, the reconversion is achieved.

The board of directors or the general director, as the case may be, is authorized to make the necessary changes to the provisions of the articles of association insofar as such amendments materially correspond to the results of the transaction.

Where the reconversion is effected by shareholders’ payments, the board of directors or the general director, as the case may be, is authorized to proceed, no later than at the close of each fiscal year, with the amendment of the articles of association in line with conversions carried out during the said fiscal year.

Partially redeemed shares, whose reconversion into capital shares has been ordered, shall be entitled, for each fiscal year and up to the completion of this reconversion, to the first dividend or interest in lieu thereof, calculated on the basis of the amount paid, but not redeemed for said shares.

Furthermore, shares fully or partially redeemed whose reconversion is effected by deductions from profits shall be entitled, for each fiscal year and up to the final realization of the reconversion, to the first dividend calculated on the basis of the amount, at the close of the immediate preceding fiscal year, of the matching reserve account.

Deliberations conducted and decisions taken and reconversions of shares undertaken in violation of Articles 657, 658 and 659 above shall be null.

Where because of losses recorded in the summary financial statements state that the company equity has been reduced to less than half of the stated capital, the board of directors or the general director, as the case may be, is required, within four (4) months following the approval of the accounts that showed the loss, to call an extraordinary general meeting in order to decide whether the early dissolution of the company shall occur.

Where the dissolution is not declared, the company is required, no later than at the close of the second fiscal year following that in which the losses were recorded, to reduce its capital by an amount at least equal to the amount of losses that could not be posted against retained earnings if, within that period, equity has not been restored up to a value of at least equal to half of the stated capital.

The decision of the extraordinary general meeting shall be filed with the registry of commerce and securities in the State party of the headquarters.

It shall be published in a newspaper authorized to publish legal notices, of the headquarters location.

Failing to call a general meeting, and in the event such meeting was unable to validly deliberate during the last meeting, any interested party may take legal action to request the dissolution of the company.

The same shall apply in the event the provisions of article 665 above have not been complied with.

The competent court before which an action for dissolution is brought, may grant the company a maximum period of six (6) months to regularize the situation.

It cannot order the dissolution where, on the day scheduled for hearing and ruling on the merits, such regularization has occurred.

The provisions of articles 664 to 668 above are not applicable to companies in bankruptcy proceedings or being liquidated.

Operations referred to in articles 189 to 199 above and carried out solely between public limited companies, are subject to the provisions of this chapter.

The mergers is decided by the extraordinary general meeting of each company involved in the transaction.

The merger is subject, where applicable, in each company involved in the transaction, to ratification by the special meetings of shareholders referred to in article 555 above.

Any decision taken in violation of the first and second paragraphs of this article shall be null.

The board of directors or, where applicable, the general director of each of the companies involved in the transaction shall prepare a report that is made available to the shareholders.

Such report shall explain in detail and justify the project from a legal and economic standpoint, especially with regards to share-exchange ratio and methods of evaluation used, which have to be the same for all the companies concerned and, where appropriate, specific valuation difficulties. Such deliberations conducted without the report of the board of directors or, where appropriate, the general director shall be null. Decisions may be cancelled in the event the report does not contain all the information contemplated in this paragraph.

One or more merger auditor (s), appointed by the competent court, shall prepare, under their professional responsibility, a written report on the terms of the merger.

They may obtain all relevant documents from each company and carry out all necessary enquiries. They shall be subject, with respect to the participating companies, to the incompatibilities set forth in article 698 hereinafter.

The merger auditor (s) shall verify that the values attributed to the shares of the companies involved in the transaction are fair and reasonable and that the exchange ratio is equitable. The report (s) of the merger auditors shall be made available to shareholders and shall state:

Resolutions passed by the general meeting without the report of the merger auditor shall be null. Resolutions may be cancelled in the event the report does not contain all the information contemplated in this paragraph.

The merger auditor (s) shall be appointed and shall perform his/their duties under the conditions set forth in articles 619 et seq. above. The merger auditor may not be selected among the auditors of the companies involved in the transaction.

In case a single report is prepared for the whole transaction, the appointment is made at the joint request of all the participating companies.

Any public limited company involved in a merger transaction shall make available to its shareholders, at the headquarters, fifteen (15) days at least prior to the date of the general meeting called to decide on the project, the following documents:

Any shareholder may obtain, at his expense, on demand, copy of all or part of the above- mentioned documents. Documents listed above may be made available to shareholders electronically.

The general meeting may be cancelled in the event of non-compliance with the provisions of this article.

The extraordinary general meeting of the acquiring company shall rule on the approval of contributions in-kind, in accordance with the provisions of articles 619 and seq. above. Any decision taken in violation of this article shall be null.

Where, from the time the draft merger instrument is filed with the registry of commerce and securities and until the completion of the transaction, the acquiring company permanently holds the entire capital of the acquired company or companies, there is no need for an approval of the merger by the extraordinary general meeting of the acquired companies, or preparation of the reports referred to in articles 671 and 672 above.

Where the merger is realized by creating a new company, the latter may be formed without any other contributions than those of the merging companies.

In all cases, the draft articles of association of the new company shall be approved by the extraordinary general meeting of each of the companies that are disappearing. There is no need of approval of the transaction by the general meeting of the new company. Any decision taken in violation of this paragraph shall be null.

The proposed merger shall be submitted to the meetings of bondholders of the acquired companies, unless reimbursement of securities on demand is offered to said bondholders. The merger transaction carried out in violation of this paragraph shall be null.

When bonds are refundable on demand, the acquiring company shall become the debtor of the bondholders of the acquired company.

The offer of reimbursement of bonds on demand of bondholders provided for above shall be published in a newspaper authorized to publish legal notices in the State party.

Any bondholder that did not request the reimbursement within the time limit set shall retain his status in the acquiring company under the conditions set forth in the merger agreement.

The acquiring company shall be the debtor of creditors that are not bondholders of the acquired company in lieu of the latter, without such substitution entailing novation on their part.

Creditors that are not bondholders of the companies involved in the merger transaction, including landlords of rented premises of acquired companies, and whose claim was contracted precedes the publication of the projected merger, may object to it before the competent court within a period of thirty (30) days from the date of such publication.

The competent court shall reject the objection or order, either repayment of debts, or the provision of guarantees, if the company offers them and if they are deemed sufficient.

Failing repayment of debts or provision of guarantees ordered, the merger shall not be enforceable against this creditor.

The objection filed by a creditor operate as a prohibition for the continuation of the merger transaction.

The provisions of article 679 above do not preclude the application of agreements authorizing the creditor to demand immediate repayment of his claim in the event of a merger of the debtor company with another company.

The proposed merger shall not be submitted to the meetings of bondholders of the acquiring company.

However, the general meeting of bondholders may give mandate to representatives of the group of bondholders to file an objection to the merger under the conditions and under effects provided for in articles 679 and 680 above.

A creditor’s objection to the merger under the conditions set in articles 679 and 681 above shall be filed within a period of thirty (30) days from the date of the publication provided for in article 265 above.

The objection of the representatives of the bondholders to the merger provided for in article 681 above shall be filed within the same time limit.

The provisions of articles 670 to 683 above are applicable to the demerger.

Where the demerger has to be carried out through contributions to new public limited companies, each of the new companies may be formed without any contributions other than those of the demerged company.

In this case and if the shares of each of the new companies are allotted to the shareholders of the demerged company proportionally to their rights in the capital of this company, there shall be no need to prepare the report referred to in article 672 above.

In all cases, the draft articles of association of the new companies shall be approved by the extraordinary general meeting of the demerged company. New companies formed in violation of this paragraph shall be null.

There shall be no need to approve the transaction by the general meeting of each of the new companies.

The proposed demerger shall be submitted to the meetings of bondholders of the company being split unless refund of bonds is offered at their demand. The demerger carried out in violation of this paragraph shall be null.

Where bonds are to be reimbursed on demand, companies benefiting from contributions resulting from the demerger shall be joint debtors of bondholders that demand to be reimbursed.

The proposed demerger is not be submitted to the meetings of bondholders of the companies to which assets are assigned. However, the meeting of bondholders may authorize the representatives of the group of bondholders to object to the demerger, under the conditions and effects stipulated in article 681 above.

Companies benefiting from contributions resulting from the demerger shall be joint debtors of bondholders and creditors that are not bondholders of the company being split in lieu of the latter, without such substitution entailing novation on their part.

Notwithstanding the provisions of article 688 above, it may be stipulated that companies benefiting from the demerger shall only be liable for the portion of the liabilities of the company being split to be borne by them up to the portion respectively imposed on them and without solidarity among them.

In this case, creditors that are not bondholders of the participating companies may object to the demerger under the conditions and effects stipulated in articles 679 paragraph 2 et seq. above.

Any public limited company may be transformed into a company of another form where, at the time of its transformation, it has been in existence for two (2) years at least, and if its first two (2) fiscal year balance sheets have been established and approved by shareholders.

The transformation decision shall be taken based on the report of the company auditor.

The report shall attest that the company net assets are at least equal to the stated capital.

The transformation shall be submitted, where applicable, to the approval of the meeting of bondholders.

The transformation decision shall be published under the conditions set forth for the amendments of the articles of association in articles 263 and 265 above.

The transformation of a public limited company into a general partnership shall be decided unanimously by shareholders. In this case, articles 690 and 691 above do not apply.

The transformation of a public limited company into a private limited company shall be decided under the conditions provided for the amendment of the articles of association for this form of companies.

Resolutions passed in violation of articles 690, 691, 692 and 693 above shall be null.

In each public limited company, supervision is exercised by one or more auditors.

The duties of an auditor shall be carried out by individuals or by companies formed by natural these individuals, under one of the forms provided by this uniform Act.

If a professional body of certified public accountants/an order of certified public accountants exists in the State party of the headquarters of the company to be audited, only the certified public accountants that are listed in the directory of the order may perform the duties of auditors.

Where there is not an order of certified public accountants, may perform the duties of an auditor certified public accountants previously registered on a list/directory prepared by a committee sitting at the court of appeals within the jurisdiction of the State party where the headquarters of the company being audited is located.

This committee is composed of four (4) members:

The duties of the auditor are incompatible with:

The following shall not be auditors:

The auditor may not be appointed director, general director or deputy general director, general manager, deputy general manager or, more generally a part of company management of companies that he has audited/he audits, less than five (5) years after the end of his audit of said company.

The same prohibition shall apply to partners of the firm of auditors.

During the same period, he shall not perform the same audit mission neither in companies owing one-tenth of the capital of the company audited by him, nor in companies in which the company he audited holds one-tenth of the capital, upon completion of his audit mission.

Persons that have been directors, general directors, deputy general directors, general manager, deputy general manager, managers or employees of a company shall not be appointed auditors of the company less than five (5) years after they have left the said company.

During the same period, they shall not be appointed auditors in companies owing ten percent (10%) of the capital of the company in which they performed their duties or in which the latter holds ten percent (10%) of the capital at the time of their departure from the company.

Prohibitions contemplated in this article for the persons mentioned in the first paragraph are applicable to the firms of the auditors in which the said persons are partners, shareholders or part of company management.

Deliberations conducted in the absence of the regular appointment of a main auditors or based on the report of main auditors appointed or who remained in office contrary to the provisions of articles 694 to above 700 shall be null.

The action for invalidity shall lapse where such deliberations are expressly confirmed by a general meeting, based on the report of auditors duly appointed.

Public limited companies that do not raise capital through public offerings are required to appoint one auditor and one alternate.

Public limited companies that raise capital through public offerings are required to appoint at least two (2) auditors and two (2) alternates.

The first auditor and his alternate shall be appointed in the articles of association or by the organization meeting.

During the life of the company, the auditor and his alternate shall be appointed by the ordinary general meeting.

The term of office for the auditor appointed in the articles of association or by the organization meeting shall be two (2) two fiscal years.

Where he is appointed by the ordinary general meeting, the auditor shall hold office during six (6) fiscal years.

The duties of the auditor shall end at the end of the general meeting that reviews either the accounts of the second fiscal year, when he was appointed in the articles of association or by the organization meeting, or of the sixth fiscal year, when he was appointed by the ordinary general meeting.

The auditor appointed by the meeting of shareholders in replacement of another shall remain in office only until the expiration of the term of his predecessor.

Where, at the expiration of the mandate of the auditor, a proposal is tabled at the meeting not to renew his mandate, the auditor may, at his request, be heard by the meeting.

Where the meeting fails to elect an incumbent auditor or his alternate, any shareholder may apply for interim measures to the competent court for the appointment of an incumbent auditor or his alternate -, the chairman of the board of directors, the chief executive officer or the general director being duly summoned to the proceedings.

The mandate thus conferred shall end when the general meeting appoints an auditor.

Where the general meeting fails to renew the mandate of an auditor or replace him upon expiration of his mandate and, except express refusal of the auditor, his assignment shall be extended until the next annual ordinary general meeting.

The auditor shall issue an opinion stating that the summary financial statements are fair and accurate and fairly present the results of operations of the ending fiscal year as well as the financial position and assets of the company at the close of the said fiscal year.

In his report to the ordinary general meeting, the auditor, in the light of gathered evidence shall:

The auditor has the permanent mission, excluding any interference in the management, shall consist of verifying the book values and accounting documents of the company and check the compliance of the company accounting with regulations in force.

The auditor shall verify that the accuracy and consistency with the summary financial statements, of the information provided in the management report of the board of directors or of the general director, as the case may be, and in the documents relating to the financial position and the company summary financial statements sent to shareholders.

He shall formulate his observations in his report to the annual general meeting.

The auditor shall ensure, at last, that equality between shareholders is observed, notably that all shares of the same class enjoy the same rights.

The auditor shall prepare a report, in which he informs the board of directors, the general director as well as, where applicable, the audit committee of:

Such report shall be made available to the chairman of the board of directors or the general director before the meeting of the board of directors or the decision of the general director that adopts the accounts for the fiscal year.

The auditor shall report, to the next general meeting, irregularities and inaccuracies uncovered by him in the performance of his mission.

In addition, he shall disclose to the public prosecutor criminal acts which he uncovered during his assignment, and cannot be held liable for such disclosure.

Subject to the provisions of article 716 above, the auditor, as well as his collaborators, are bound by professional confidentiality with regards to facts, actions and information they may have had knowledge of in the performance of their duties.

Resolutions of meetings passed without the general meeting having received the reports to be prepared by auditor pursuant to this uniform Act shall be null. The resolutions may be cancelled where the report does not contain all particulars provided for in this article.

The action for invalidity shall be extinguished where such proceedings are expressly confirmed by a general meeting on the report of a duly appointed auditor.

Any time during the year, the auditor shall perform all verifications and inspections that he deems appropriate and may receive, on site, all documents that he deems relevant to the performance of his duties, including all contracts, books, accounting documents and registers of minutes.

To carry out these verifications and inspections, the auditor may, under his responsibility, enlist the assistance of or be represented by experts or collaborators of his choice, whose name he shall disclose to the company. They shall have the same rights of investigation as the auditors.

Enquiries stipulated in this article may be conducted within the company as well as in parent companies or subsidiaries within the meaning of articles 178 and 180 above.

Where there are several auditors in function, they can conduct their investigations, audits and inspections separately, but they shall draw up a joint report.

In case of disagreement among the auditors, the report shall state the different opinions that have been formed.

The auditor may also collect all useful information for the performance of his duties from third parties who have carried out transactions on behalf of the company. However, this right to information may not extend to communication of items, contracts and any documents held by third parties, unless it is authorized by a decision of the competent court ruling expeditiously.

Professional privilege may not be opposed to auditors except by the court officers.

The auditor has be called to all meetings of the shareholders, at the latest, at the time the shareholders are called themselves, by hand-delivered notice against a receipt or by registered mail with request for acknowledgement of receipt. Failing to invite the auditor, the meeting shall be invalid only if the auditor has to submit a report. In all other cases of improper call of a meeting, it may be cancelled. However, the action for invalidity is not admissible when the auditor was present.

The auditor has be called to the meeting of the board of directors or the general director, as the case may be, that adopts the accounts of the fiscal year, as well as to any other meeting of the board or the general director relevant to his duties.

The notice of meeting shall be sent, at the latest, at the time the members of the board of directors are called or, when the company is headed by a general director, three (3) days at least before the proceedings by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt.

Failing to call the auditor the auditor, the meeting may be cancelled. However, the action for invalidity is not admissible when the auditor was present.

The auditor fees shall be borne by the company.

The fee amount shall be fixed globally, irrespective of the number of auditors who shall share such fee among themselves.

Travel and living expenses incurred by the auditors during the performance of their duties shall be borne by the company.

Likewise, the company may grant an exceptional compensation to the auditor when he:

The incumbent auditor holding the position shall be held civilly liable, both towards the company and third parties, for harmful consequences, faults and negligence he commits in the performance of his duties.

However, he shall not be held liable for information or disclosure of facts that he provided in carrying out his mission in accordance with article 153 above.

The auditor shall not be liable for damage caused by infractions committed by members of the board of directors or the general director, as the case may be, unless when he became aware of them, he did not include them in his report to the general meeting.

The suit for civil liability against the auditor shall be time barred after three (3) years from the date of the harmful act or, if it was concealed, from the date of its disclosure.

When the harmful act is qualified/classified as a crime, the action shall be time barred after ten (10) years.

In the event of absence, resignation or death of the auditor, his duties are performed by the alternate auditor until the end of such predicament or, where the latter is final, until the expiration of the mandate of the auditor who is unavailable.

When the auditor becomes available again, he shall resume his duties after the next ordinary general meeting that approves the accounts.

When the alternate auditor is called upon to perform the duties of the incumbent auditor, there shall be, during the next ordinary general meeting, the appointment of a new alternate whose term shall automatically end when the auditor who was unavailable resumes his duties.

One or several shareholders representing one-tenth at least of the capital as well as the public prosecutor, may petition the court for the removal of auditors appointed by the ordinary general meeting.

If their request is approved, a new auditor shall be appointed by the court. He shall remain in office until the auditor appointed by the meeting of shareholders takes office.

One or several shareholders representing one-tenth at least of the capital, the board of directors or the general director, as the case may be, the ordinary general meeting or the public prosecutor may petition the court for the removal of the auditor in the event of wrongdoing or he is unavailable.

The request for disqualification or removal of the auditor shall be brought before the competent court that shall rule expeditiously.

The Summons and Complaint shall be filed against the auditor and the company.

The removal petition shall be filed within the period of thirty (30) days from the date of the general meeting that appointed the auditor.

Where the application is made by the public prosecution, it shall be lodged in the form of a request. Parties other than the representative of the public prosecutor shall be summoned at the behest of the clerk or by the competent authority of the State party by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt.

The deadline for appeal against the decision of the competent court is fifteen (15) days from the date of service on the parties of this decision.

The provisions of articles 736 and 737 hereinafter are not applicable to companies under legal reorganization or being liquidated.

The public limited company shall be dissolved for common causes to all companies under the conditions and effects specified in articles 200 to 202 above. The public limited company shall also be dissolved in the event of partial loss of assets under the conditions set forth in articles 664 to 668 above.

Shareholders may decide the early dissolution of the company.

The decision shall be taken in an extraordinary general meeting.

The founders of the company to whom the invalidity is attributable and the directors or the general director in office at the time was incurred, may be declared jointly liable for the resulting damage suffered by shareholders or third parties due to the cancellation of the company.

Shareholders whose contributions or benefits have not been reviewed and approved may also be declared jointly liable.

The suit for liability based on the cancellation of the company shall be time barred in the conditions set forth in article 256 above.

Directors shall be individually or jointly liable to the company or third parties, either for violating the legislative or regulatory provisions applicable to public limited companies, or for violating the provisions of the articles of association, or for faults committed in their management.

Where several directors participated in the same acts, the competent court shall determine each one’s contributory liability in the compensation of the damages.

Besides the suit for damages suffered personally, shareholders may, either individually, or collectively, file a derivative lawsuit against the directors.

Where they represent at least one-twentieth of the stated capital, shareholders may, in the common interest, designate, at their own cost, one or several of them to represent them, both as plaintiffs and defendants, in the derivative lawsuit.

The withdrawal of one or more of the said shareholders during the proceedings, either voluntarily, or due to the loss of shareholder status, has no effect on the continuation of the said suit for liability.

The plaintiffs shall be eligible to seek compensation for the entire loss suffered by the company, if any, to which damages are awarded.

The increase of capital by issuance of shares to be paid up in cash shall be deemed completed on the date the notarial statement of subscription and payment is drawn up.

No decision of the general meeting shall have the effect of extinguishing a suit for liability against the directors or the general director, as the case may be, for wrongdoing in the performance of their duties.

The suit for liability against the directors or the general director, both derivative and individual,

shall be time barred three years after three years from the occurrence of the harmful event or if it was concealed, from its disclosure. However, when the event is considered a crime, the suit shall be time barred after ten years.

Public limited companies issue securities as well as other financial instruments.

Within the meaning of this uniform Act, securities issued by public limited companies include:

The form, schedule and characteristics of money-market securities shall be defined by the competent authority of each State party.

Securities shall confer identical rights by category and give access directly or indirectly to a portion of the capital of the issuing company, or to a right to a general claim on its assets. They are indivisible with respect to the issuing company.

The issuance of profit shares or founder’ shares is prohibited.

Public limited companies may also enter into financial agreements, also referred to as “future contracts”, where applicable, under the conditions set forth by the competent authority of each State party.

Securities, whatever their form, must be recorded an account in the name of their owner. They are transmitted by transfer from one account to another.

The transfer of ownership of securities result from the registration of the securities in the securities account of the purchaser.

In the event of transfer of securities admitted to the operations of a central depository or delivered in a payment and delivery system approved by the competent authority of each State party, such registration is done on the date and under the conditions prescribed by the competent market authority.

In other cases, such registration is made on the date fixe/ by the agreement between the parties and notified to the issuing company.

Securities shall take the form of bearer or nominative instruments whether issued against cash or in-kind contributions. However, provisions of this uniform Act or of the articles of association may impose exclusively the nominative form.

The owner of instruments which are part of an issuance comprising bearer instruments has the option, notwithstanding any provision to the contrary, to convert his bearer instruments into nominative instruments and vice versa.

Each company or a person authorized to that effect shall establish registers of nominative instruments issued by this company.

The registers shall contain entries relating to transfer, conversion, pledge and sequestration transactions, and:

In the case of transfer, the name of the former owner of the instruments may be replaced by a serial number enabling to find that name in the registers.

All entries in the registers must be signed by the legal representative of the company or his delegate.

The company shall maintain up to date the registers of nominative securities. The auditor’s report submitted to the annual ordinary general meeting shall record the existence of the registers and give his opinion on their compliance with record keeping requirements. A statement of company management certifying the registers compliant shall be attached to the auditor’s report.

Subject to the provisions of articles 772 and 773 hereinafter, the pledge of securities recorded in an account shall be instituted in accordance with the provisions of the uniform Act on security interests.

The enforcement of pledge of the financial instruments account shall be carried out, for securities other than financial instruments admitted to trading on a regulated stock exchange, in accordance with the provisions of articles 104 and 105 of the uniform Act on security interests.

During issuance of securities representing claims on the issuing company, or giving the right to subscribe for or acquire a security, it may be stipulated that these securities shall only be reimbursed after other creditors’ claims have been paid.

In these types of securities, an order of priority of payments may also be set.

Shares issued for cash are those whose amount is paid in cash or by conversion of claims on the company that are certain, of a fixed amount and due, those issued as a result of incorporation into the capital of reserves, profits or issue premiums, and those whose amount is partly the result of an incorporation of reserves, profits or share, issue or merger premiums, part of cash payment. The latter must be fully paid up upon subscription.

All other shares are shares representing in-kind contribution share.

Shares that are not admitted neither to trading on a stock exchange nor to performing operations of a central depository shall take the nominative form.

The share issued for cash shall be nominative until it is paid in full.

The in-kind contribution share may be convertible into a bearer instrument only after a period of two (2) years.

The nominal value of shares shall be freely set by the articles of association. The nominal value shall be expressed in whole number.

A voting right shall be attached to each share commensurate to the fraction of shares that they represent and each share shall carry a right to one vote at least.

A voting right equal to the double of the right conferred to other shares, with respect to the fraction of the capital that they represent, may be conferred by the articles of association or the extraordinary general meeting to fully paid-up nominative shares for which proof exists that they have been registered in the name of the same shareholder for at least two (2) years.

Similarly, in case of capital increase by incorporation of reserves, profits or, share, issue or merger premiums, the double voting right may be conferred upon their issue to nominative shares allotted for free to a shareholder in respect of the old shares for which he already enjoys such right.

Any share converted into a bearer share loses the double voting right.

A dividend right shall be attached to each share proportional to the fraction of the capital it represents.

Notwithstanding the provisions of article 754 above, during the formation of the company or during its life, it may be issued preferred shares under the conditions stipulated in articles 778-1et seq. hereinafter and enjoying advantages over all the other shares.

Dates of payment of interests, dividends or other periodic revenues accruing to shares for a specific fiscal year shall be fixed by the general meeting or, failing that, by the board of directors or the general director, as the case may be.

Shareholders have, proportionally to the amount of their shares, a pre-emptive right to subscribe for shares issued for cash, issued to carry out a capital increase.

Such right is negotiable under the same conditions as the share itself during the subscription period.

The application of article 757 of this uniform Act may only be override by the general meeting ruling under the conditions of quorum and majority as that of an extraordinary meeting and such deliberation shall be valid only where the board of directors or the general director, as the case may be, state in their report to the general meeting the reasons for the capital increase, as well as the persons to whom the new shares will be allotted and the number of shares allotted to each of them, the issue price, and the basis on which it was set.

Shares shall be negotiable only after the registration of the company with the registry of commerce and securities or of registration of the amendment statement following a capital increase.

The negotiation on a promise of shares is prohibited unless it concerns shares to be issued during a capital increase of a company whose old shares are already listed on the official list of a stock exchange of one or more States parties. In this case, the negotiation shall only be valid if it is carried out under the condition precedent of the realization of the capital increase. Absent an express statement, such condition is presumed.

Shares issued for cash shall be negotiable only after they have been fully paid up.

Shares remain negotiable after the dissolution of the company and until the close of the liquidation.

The cancelation of the company or of issuance of shares doesn’t entail the invalidity of negotiations that took place prior to the cancellation decision where the instruments are in order as of to their form. However, the buyer can make a warranty claim against the seller.

Shares, when they are not negotiable by virtue of articles 759 and 761 above, shall remain transferable.

The transfer must be evidenced in writing. It shall be enforceable against the company only after the completion of one of the following formalities:

The transfer shall be enforceable against third parties only after the completion of one of the above formalities and publication in the registry of commerce and securities.

Shares are freely transferable in principle.

Notwithstanding the principle of the free transferability stated in article 764 above, the articles of association or the agreements referred to in article 2-1 above may contain certain restrictions on shares transfer under the conditions provided for in articles 765-1 to 771-3 hereinafter.

Restrictions on shares transfer may not apply in the event of succession, liquidation of community property between spouses, or transfer either to a spouse or an ascendant or a descendant.

Inalienability clauses that affect shares shall be valid only where they set a prohibition of a period shorter or equal to ten (10) years and they are justified by a serious and legitimate reason.

Where an inalienability provision is stipulated in the articles of association, any shares transfer carried out in violation of such provision shall be null.

Where an inalienability provision is stipulated in the agreements referred to in article 2-1 above, any shares transfer carried out in violation of such provision shall be null once it is established that one of the transferees had knowledge of the clause or could not ignore its existence.

In a company whose shares are not admitted to trading on a stock exchange, the articles of association may stipulate that shares transfer to a third-party outside the company, whether free of charge or against payment, shall be subject to the approval of the board of directors or the ordinary general meeting of shareholders.

Where the approval is granted by the meeting, the transferor shall not take part in the vote and his shares shall be deducted for the calculation of quorum and majority. The same shall apply if the transferor is a director when the approval is granted by the board of directors. Any decision taken in violation of this article shall be null.

Where an approval provision is contained in the articles of association, the transferor shall attach to his request for approval addressed to the company by delivered hand-delivered letter against receipt or by registered mail with request for acknowledgement of receipt, or by fax, the last and first names, title and address of the potential transferee, the proposed number of shares to be transferred and the price offered.

The approval is given by a notice, or stems from the lack of a response within a period of three (3) months from the date of the request.

Where the company does not approve the proposed transferee, the board of directors or the general director, as the case may be, are required, within a period of three (3) months from the date of notification of refusal, to have one or more shareholder (s), a third party or the company, acquire the shares.

Failing agreement between the parties, the transfer price shall be fixed by an expert designated either by the parties or, failing agreement between them, by the competent court at the request of the earliest petitioner.

Where, at the expiration of the period of three (3) months from the date of refusal of approval, the purchase is not completed, the approval shall be deemed granted. However, in the event that an expert has been appointed to set the price, the deadline may be extended to a period which may not exceed three (3) months, by the parties or the court which designated the expert.

The transferor may, at any time, renounce the transfer of his shares.

However, shareholders, third parties or the company that expressed their desire to purchase may not retract where they advised the transferor to resort to expertise procedure and if he agreed.

Any shares transfer carried out in violation of an approval clause shall be null.

The articles of association or the agreements of Article 2-1 above may stipulate that the shareholder that intends to sell all or part of his shares is required to notify one or more other shareholders, that may inform the transferor that they exercise a pre-emptive right under the prices and conditions which were notified to him.

Where a preemption clause is stipulated in the articles of association, any transfer of shares carried out in violation of the pre-emptive right shall be null.

Where a preemption clause is stipulated in the conventions of article 2-1 above, any transfer of shares carried out in violation of the preemption right shall be null whenever it is proven that one of the beneficiaries had knowledge of it, or could not ignore its existence.

Where the company has given its consent to a proposed pledge of shares, such consent shall mean approval of the assignee in case of a mandatory enforcement of the pledged shares, unless the company prefers to repurchase these shares without delay to reduce its capital.

The shares pledge plan shall be enforceable against the company only if it has been approved by the structure designated for that purpose by the articles of association to grant approval to shares transfer.

Absent prior consent given by the company, the transfer of ownership of shares occurring in connection with the enforcement of a pledge shall be subject to the approval thereof.

The projected pledge must have been addressed to the company beforehand by any means allowing to prove its actual receipt by the addressee, and must contain the last and first names and the number of shares to be pledged.

The approval results either from acceptance of the pledge, communicated the same way as the request for approval of the pledge, or lack of a response within a period of three (3) months from the request.

In the event of shares transfer resulting from the enforcement of a pledge in violation of a pre- emption provision contained on the articles of associations, the provisions of articles 771-3 et seq. above are applicable.

Shares must be paid up by at least a quarter of the value upon subscription, the balance shall be paid in installments as per the requests of the board of directors or the general director, as the case may be, within a maximum period of three (3) years from the date of subscription.

In the event of non-payment of the balance for unpaid shares by the time prescribed by the board of directors or the general director, as the case may be, the company shall send a demand letter to the defaulting shareholder by hand-delivered letter to against a receipt or by registered mail with request for acknowledgement of receipt.

One (1) month after such demand letter has remained without effect, the company shall, on its own initiative, proceed with the sale of those shares. Effective on the same date, unpaid shares for which payment due have not been made shall cease to give voting rights in shareholders ' meetings and shall be deducted for the calculation of quorum and majority.

At the expiration of such one (1) month period, the right to dividends and pre-emptive subscription right for capital increases attached to such shares shall be suspended until payment of sums due.

In the cases referred to in article 775, paragraph (2) above, the sale of listed shares shall be carried out at the stock exchange; that of unlisted shares shall be carried out by public auctions by a notary.

Prior to moving forward with the sale mentioned in the foregoing paragraph, the company shall publish the numbers of shares offered for sale in a newspaper authorized to publish legal notices thirty (30) days following the demand letter provided in article 775 above. It shall notify the debtor and, where applicable, his co-debtors about the sale by hand-delivered letter against a receipt or by registered mail with acknowledgment of receipt, stating the date and issue of the newspaper in which the publication was made. The sale of shares may not take place less than fifteen (15) days after sending the hand-delivered letter against a receipt or the registered mail with acknowledgement of receipt.

The defaulting shareholder shall remain a debtor for the balance. Costs incurred by the company to make the sale shall be borne by the defaulting shareholder.

The defaulting shareholder, successive transferees and subscribers shall be jointly liable for the amount of share that remains unpaid.

The company may take action against them either before or after the sale, or at the same time to collect both the amount due and to get reimbursed for incurred costs.

Whoever paid off the company shall be entitled to take action against successive holders of the share to recover everything. The final burden of the debt shall fall on the last of those shareholders.

Redemption of shares through a draw is prohibited notwithstanding any legislative, regulatory or contractual provisions to the contrary.

During the formation of the company or during the course of its useful life, preferred shares may be issued, with or without voting rights, coupled with specific rights of any nature, either temporarily or permanently. Such rights shall be defined by the articles of association in accordance with articles 543, 623 and 751 above.

A voting right equal to the double of the one granted to other shares may be conferred to preferred shares.

A voting right may be set up for a specified term or one that is ascertainable. It may be suspended for a specified or ascertainable period, or may be canceled.

Preferred shares without voting right may not represent more than half of the stated capital, and in companies whose shares are admitted to trading on a stock exchange, more than a quarter of the stated capital.

Any issue that has the effect of increasing the proportion beyond this limit may be cancelled.

By exception to articles 573 and 822-1 of this uniform Act, preferred shares without voting right at issue to which is attached a limited right to dividends, reserves, or distribution of assets in the event of liquidation, are deprived of pre-emptive subscription right for any capital increase in cash, subject to contrary provisions of the articles of association.

The extraordinary general meeting of shareholders is the only competent body to decide on the issuance, repurchase and conversion of preferred shares in light of a report of the board of directors or the general director, as the case may be and of a special report of the auditors. It may delegate such authority under the conditions set forth in articles 564 to 568 above. Any decision taken in violation of this paragraph shall be null.

Repurchase must be expressly stipulated in the articles of association of the company prior to the issuance of preferred shares. Otherwise, the decision to redeem shares shall be null.

Terms of repurchase or conversion of preferred shares may also be set forth in the articles of association.

The report of the board of directors or the general director, as the case may be, shall state, in addition to the information required by article 570 above, the characteristics of preferred shares and specify the impact of the transaction on the situation of holders of capital securities and securities giving access to capital.

The auditor shall give his opinion on the planned capital increase, the characteristics of preferred shares and the impact of the transaction on the situation of holders of capital securities and securities giving access to capital.

When the extraordinary general meeting decides on the insertion in the articles of association of the terms of conversion, repurchase or repayment of preferred shares, the report of the board of directors shall describe the terms of conversion, repurchase, or repayment, as well as procedures for ensuring access by shareholders to the reports of the board of directors or of the general director, as the case may be, and to the report of the auditor.

The auditor shall give his opinion on such terms of conversion, repurchase or repayment.

At any time of the current fiscal year and no later than during the first meeting following the end thereof, the board of directors or the general director, as the case may be, shall record, where applicable, the number and nominal value of shares resulting from the conversion of preferred shares during the ended fiscal year, and shall make the necessary amendments to the provisions of the articles of association relating to the amount of the stated capital and number of instruments that compose it.

Preferred shares may be converted into ordinary shares or preferred shares of another class.

In the event the conversion of shares leading to a reduction of capital not motivated by losses, creditors, whose claim predate the date of publication of the notice in a newspaper authorized to publish legal notices in the State party, after the filing in the register of commerce and securities of the minutes of the proceedings of the general meeting or of the board of directors in case of delegation, may object to the conversion within the time limit and under the terms set forth in articles 633 to 638 above.

When the extraordinary general meeting has to decide on the conversion of preferred shares, the report of the board of directors or the general director, as the case may be, shall state the terms therefor, the methods for calculating the conversion ratio and procedures for its completion. It shall also specify the impact of the transaction on the situation of holders of capital securities and securities giving access to capital. If applicable, the report shall indicate the characteristics of preferred shares resulting from the conversion.

The auditor shall give his opinion on the conversion as well as the impact of the transaction on the situation of holders of capital securities and securities giving access to capital. He shall also state whether the methods used for calculating the conversion ratio are accurate and true.

In the event the conversion leads to an increase of capital, the payment of the nominal value of shares corresponding to such increase may take place by incorporation of reserves, profits or share, issue or merger premiums.

Where the general meeting has to decide on the repurchase or refund of preferred shares, the report of the board of directors or of the general director, as the case may be, shall specify the terms of repurchase or repayment, the reasons and the methods for calculating the price offered as well as the impact of the transaction on the situation of holders of capital securities and securities giving access to capital.

The auditor shall give his opinion on the offer of repurchase or refund in the same way used for the conversion of preferred shares.

The extraordinary general meeting may delegate to the board of directors or the general director, as the case may be, with the authority to decide the repurchase or conversion, or confer to this organ the authority to prescribe the terms thereof.

The creation of preferred shares gives rise to the application of articles 399 to 403 and 619 to 625 above relating to special benefits when the shares are issued to one or more named shareholders. In this case, the contributions auditor shall be subject to incompatibilities prescribed in articles 697 and 698 above. He may be the statutory auditor.

Holders of shares to be converted into preferred shares of the class to be created may not take part in the vote on the creation of such class and their shares shall not be taken into account for the calculation of quorum and majority, unless all shares are to be converted into preferred shares. Any decision taken in violation of this paragraph shall be null.

By exception to the first paragraph, when the issue is of preferred shares of a class already created, the assessment of resulting special benefits shall be included in the special report of the auditor referred to in the first paragraph of article 778-2 above.

In case of modification or redemption of capital, the extraordinary general meeting shall determine the impact of these operations on the rights of holders of preferred shares.

These impacts may also be described in the articles of association.

In case of merger or demerger, preferred shares may be exchanged for shares of companies benefiting from the assignment of assets with equivalent special rights, or on the basis of a specific exchange parity taking into account abandoned specific rights.

In the absence of exchange for shares conferring equivalent special rights, the merger or the demerger shall be submitted to the approval of the special meeting referred to in article 555 above. Any decision taken in violation of the foregoing shall be null.

The dividends distributed, if any, to holders of preferred shares may be granted in capital securities, pursuant to the procedures set by the extraordinary general meeting or the articles of association.

Deliberations conducted without the report of the board of directors or the general director, as the case may be, and the report of the auditor provided for in articles 778-3, 778-4, 778-7 and 778-8 above shall be null. Deliberations may be cancelled in case the reports do not contain all information provided for by these articles.

Holders of preferred shares, constituted in a special meeting, may mandate one of the company auditors to prepare a special report on the compliance by the company with special rights attached to preferred shares. Such report shall be distributed to these holders during a special meeting.

This report shall include, in addition to the opinion of the auditor on compliance with those rights, if applicable, the date on which they were violated. The cost for the preparation of such report shall be borne by the company.

Such report shall be made available to shareholders at the headquarters at least fifteen (15) days prior to the date of the special meeting during which it shall be submitted.

Bonds are negotiable debt instruments which, for the same issue, confer the same rights to a claim for the same nominal value.

Bonds may be issued only by public limited companies and economic interest groups comprising public limited liability companies, which have been in operations for two (2) years and have drawn up two balance sheets duly approved by shareholders.

The issue of bonds is prohibited to companies whose capital is not fully paid.

Issuance of lottery bonds is prohibited.

The general meeting of shareholders is the only body empowered to decide or authorize the issue of bonds. It may delegate necessary powers to the board of directors or the general director, as the case may be, to issue bonds in one or more times within a period of two (2) years, and to set its terms.

Any issue of bonds carried out in violation of articles 780 to783 shall be null.

Bonds bought back by the issuing company and redeemed are cancelled and cannot be re-issued.

Holders of bonds of the same issue are grouped automatically for the defense of their interests into a group that enjoys legal personality. However, in the event of successive issuances, the company may, where a provision of each issue agreement so provides, bring together in a single group bondholders with identical rights.

The group shall be represented according to the decision of the general meeting of bondholders which elects them, by one (1) to three (3) representative (s).

The role of representative of the group can be awarded only to natural or legal entities residing in the State party where the headquarters of the debtor company is located.

May not be chosen as group representative:

In the event of an emergency, the group representatives can be appointed by the competent court at the request of any interested party.

The group representatives may be removed from office by the general meeting of bondholders.

The group representatives shall have, except limitation decided by the general meeting of bondholders, the authority to perform, in the name of the group and of all bondholders, acts of management for the defense of the common interests of the bondholders.

The group representatives shall not interfere in the management of the company. They may participate in the meetings of shareholders, but without voting rights. They shall be entitled to obtain documents made available to shareholders and under the same conditions as the latter.

In case of liquidation of assets or judicial reorganization of the company, representatives of the group of bondholders are entitled to act on its behalf. They claim as liabilities of the company in liquidation or the judicial reorganization for all bondholders in the group the principal and interest owed by the company to such bondholders.

They are not required to produce the titles of bondholders of the group to support their statement. In case of complications, any bondholder may petition the competent court for the appointment an ad hoc representative to make the statement and to represent the group.

In the event of closure due to insufficient assets, the group representative or the designated management representative shall enforce the rights of bondholders.

Costs incurred by the representation of the bondholders during the liquidation of assets or judicial reorganization of the company shall be borne by the latter and shall be considered receivership judicial expenses.

Compensation of the representatives of the groups shall be fixed by the general meeting or by the issue agreement. It shall be paid by the debtor company.

Where the said compensation is not fixed or where its amount is disputed, it shall be fixed by the competent court.

The general meeting of bondholders from the same group may be called at any time.

The general meeting shall be called by representatives of the group of bondholders or, where appropriate, by the board of directors or the general director as the case may be, or by the liquidator during liquidation.

It may also be called at the request of bondholders representing at least one-thirtieth of bonds either by the representatives of the grouping, or by an ad hoc agent appointed by the competent court.

The meeting of bondholders shall be called under the same conditions of form and time as that of shareholders’ meetings. The same shall apply for communicating to bondholders of draft resolutions and reports presented to the meeting.

The notice of meeting shall necessarily contain the following information:

Any meeting improperly called may be cancelled. However, the action for invalidity is not be admissible when all the bondholders of the group are present or represented.

The agenda shall be set by the person who calls the meeting. However, one or more bondholders representing at least one-thirtieth of bonds shall have the option to request the inclusion of the draft resolutions in the agenda.

They shall be included in the agenda and submitted by the meeting chairman for a vote. The meeting cannot deliberate on a matter that is not included on the agenda.

On the second call, the agenda cannot be amended.

Any bondholder is entitled to attend the meeting or to be represented by a proxy of his choice.

Individuals, who cannot represent the group pursuant to article 787 above, may not represent bondholders to the meeting.

The meeting shall be chaired by a representative of the group. If they are several, in case of disagreement among them, the meeting shall be chaired by the bondholder present that holds the largest number of bonds.

In the event the meeting is called by an ad hoc agent, the meeting shall be chaired by him.

Rules of holding the meetings of shareholders shall apply as appropriate to the meetings of bondholders.

The ordinary meeting of bondholders shall deliberate on the appointment of the group representatives, the term of their duties, their compensation, where appropriate, their alternate, their call as well as any measure aimed to ensure the defense of bondholders and the enforcement of the loan agreement, expenditure management these measures may cause, and in general, all measures of protective or administrative nature.

The ordinary meeting shall deliberate under the conditions of quorum provided for in article 549 above. It shall act by a majority of votes of bondholders present or represented.

Any decision taken in violation of this article shall be null.

The extraordinary meeting of bondholders shall deliberate on any proposal aimed at amending the loan agreement such as:

The extraordinary meeting shall deliberate under the conditions of quorum provided for in article 553 above. It shall act by a majority of two-thirds of the votes of holders present or represented.

Any decision taken in violation of this article shall be null.

The voting right attached to bonds shall be proportional to the portion of the loan which they represent.

Each bond shall have at least one vote.

Bondholders may vote by mail or remotely under the same conditions and form as shareholders at the shareholders’ meetings.

The company which owns at least ten percent (10%) of the capital of the debtor company cannot vote in the meeting using the bonds it holds.

In case of dismemberment of ownership of bonds, the voting right shall belong to the underlying title holder, unless otherwise agreed by the parties.

Meetings shall neither increase the responsibility of bondholders, nor establish unequal treatment of bondholders of the same issue.

Any decision taken in violation of this article shall be null.

Absent the approval by the general meeting of the bondholders of the proposals of the company regarding the change of its form or its purpose, the company may override that by proceeding with the repayment of bonds prior to completing the change of form and purpose.

Absent the approval by the general meeting of bondholders of the proposals of the company regarding its merger or demerger, the company may override that and bondholders shall retain their capacity of bondholders in the acquiring company or the new company born from the merger or in the companies arising from the demerger, as the case may be.

Where the company decides to override the refusal of approval by the general meeting of bondholders, the chief executive officer, the general manager or the general director, as the case may be, shall inform the representative of the group of bondholders of the decision by hand- delivered letter against a receipt or by registered mail with request for acknowledgement of receipt.

The bondholders group may file an objection to the merger or demerger before the competent court.

The latter may either overrule the objection or order either repayment of the bonds, or the provision of guarantees where the acquiring company or the company being split offers any they are deemed sufficient.

In the event of dissolution of the company not caused by a merger or a demerger, the repayment of bonds shall become immediately due.

The judicial reorganization of the company does not end the functioning and the role of the general meeting of bondholders.

Bondholders may not exercise individual control over the operations of the company or obtain company documents.

They shall be entitled to obtain, at their own expense, from the company copy of minutes and attendance sheets of the meetings of bondholders for the group to which they belong.

In the absence of specific provisions of the issue agreement, the company shall not impose early reimbursement of bonds to bondholders.

The general meeting of shareholders which decides a bond issue may decide that these bonds shall be secured.

It shall determine the security interests offered or delegate, as appropriate, to the board of directors or the general director, the power to determine them.

Security interests offered by the company prior to issue shall be established in a special document for the benefit of the group of bondholders being formed.

Publication formalities for such security interests must be completed before any subscription of the bonds.

The acceptance of guarantees results from the mere subscriptions. It shall be retroactive to the registration date for security interests subject to registration and to the date of their subscription for the other security interests.

Within a period of six (6) months from the opening of the subscription, the outcome thereof shall be evidenced in a notarial deed at the behest of the legal representative of the company.

Within thirty (30) days of this deed, the outcome of the subscription shall be listed in the margins of the security interest.

Where the issuance of bond is not completed for lack or insufficiency of subscription, the registration shall be cancelled.

The renewal of the security interest shall be done, at the expense of the company, under the responsibility of its legal representatives.

The representatives of the group shall ensure under their responsibility compliance with provisions pertaining to the registration renewal.

The release of entries may only be done by the representatives of the group and on the condition that the loan has been fully repaid and all interests have been paid.

In addition, they shall have been expressly authorized to do so by the general meeting of the group of bondholders.

Security interests constituted subsequent to the issuance of bonds shall be granted by the legal representatives of the company either with the approval of the ordinary general meeting of shareholders, or where the articles of association so provide, by the board of directors or the general director.

They shall be expressly accepted by the group.

Security interests constituted in violation of articles 815, 816 and 821 above shall be void.

Share companies may issue securities giving access to capital or giving the right to the allocation of debt securities.

Shareholders of a company issuing securities that give access to capital shall have, proportionately to the amount of their shares, a pre-emptive subscription right to these securities.

This right is governed by articles 573 to 587-2 and 593 to 597 above.

Decisions taken and transactions carried out in violation of this article shall be null.

The issue agreement may stipulate that these securities and the capital or debt securities, to which these securities are entitled, may only be transferred and negotiated together. In this case, if the original instrument issued is a capital security, it does not fall into a specific class within the meaning of article 555 above.

Capital securities may not be converted or transformed into securities representative of debts.

Securities issued pursuant to article 822 et seq. of this uniform Act may not be considered as constituting a promise of shares for the application of article 760 above.

The issue of securities giving access to capital or giving the right to allotment of debt securities governed by this Title shall be authorized by the extraordinary general meeting of shareholders in accordance with articles 562 to 572 and 588 to 618 above. Any decision taken in violation of this provision shall be null.

The meeting shall decide based on the report of the board of directors or the president of the simplified public limited company or the general director, as the case may be, and on the special report of the auditors.

The reports shall describe, among other things, the characteristics of the securities giving right to allotment of debt securities or giving access to capital, the terms for allotment of debt or capital securities, to which these securities give right, as well as the dates on which the rights of allotment may be exercised. In case of issuance of securities giving right to allotment of debt securities composed only of debt securities, the report of the auditor shall address the company debt situation, excluding the choice of items used to calculate the issue price.

Where the capital increase is realized while retaining the pre-emptive subscription right, the auditor shall give his opinion on the proposed issuance and on the choice of items used to calculate the issue price and its amount.

Resolutions passed in the absence of the report of the board of directors or of the general director, as the case may be, and of the auditor provided for in this article, shall be null. These resolutions may be cancelled in case the report does not include all information prescribed in this article.

A public limited company may issue securities giving access to the capital of the company which owns directly or indirectly more than half of its capital or to a company in which it holds directly or indirectly more than half of the capital.

The issuance must be authorized by the extraordinary general meeting of the company called to issue these securities and that of the company in which the rights are exercised under the conditions set forth in article 822-5 above. Absent such authorization, the issuance shall be null.

From the date of the issuance of securities which give access to capital, the company called to allot theses securities shall not change its form or purpose, unless authorized to do so by the issue agreement or under the conditions set forth in article 822-14 hereinafter. Any decision taken in violation of this provision shall be null.

From the date of the issue of securities giving access to capital, the company called to allot these securities shall neither change the rules of distribution of profits, nor amortize its capital nor create preferred shares leading to such a change or such depreciation, nor carry out a capital increase reserved to persons named in the provisions of article 586 above unless authorized to do so under the conditions set forth in article 822-14 hereinafter and subject to arrange for the necessary arrangements for the maintenance of the rights of holders of securities giving access to capital under the conditions stipulated in articles 822-10 et seq. hereinafter or by the issue agreement.

Under these same conditions, it may issued preferred shares. Any decision taken in violation of this provision shall be null.

In the event of capital reduction motivated by losses and carried out by reducing the nominal value or the number of securities comprising the capital, the rights of holders of securities giving access to capital shall be reduced accordingly, as if they had been exercised prior to the date on which the capital reduction became final.

The company called to allot capital securities or securities giving access to it must take necessary measures for the protection of the interests of holders of rights thus created if it decides to issue, in any form whatsoever, new capital securities with pre-emptive subscription rights reserved for its shareholders, to distribute reserves in cash or in kind, as well as share, issue or merger premiums, or to change the distribution of its profits by creating preferred shares.

For that purpose, it shall:

Unless otherwise provided for in the issue agreement, the company may simultaneously take measures provided for in 1 and 2 of article 822-10 above.

It may, in all cases, replace them with the adjustment authorized in 3 of the said article.

Such adjustment is organized in the issue agreement when capital securities are not admitted to trading on a stock exchange.

For the purpose of paragraph 1 of article 822-10 above, where there are securities giving access to capital, the company issuing new capital securities with pre-emptive subscription rights reserved to its shareholders shall, where rights attached to securities giving access to capital may only be exercised at certain dates, assign a special time period to enable holders of rights attached to securities giving access to capital who would exercise these rights to subscribe for new securities.

The company shall adopt, where rights attached to securities giving access to capital may be exercised any time, necessary measures to enable holders who would exercise these rights to purchase new instruments.

For the purpose of paragraph 2 of article 822-10 above, where there are securities giving access to capital, the company allotting shares free of charge shall transfer into an unavailable reserve account, the amount necessary to allot the said shares to holders of rights attached to securities giving access to capital who would exercise their right at a later date proportionally to the number they would have received had they been shareholders at the time of the main allotment.

For the purpose of the same paragraph 2°), where there are securities giving access to capital, the company allotting shares free of charge shall transfer into an unavailable reserve account, the amount necessary to allot, free of charge, shares to holders of rights attached to securities giving access to capital who would exercise their right at a later date proportionally to the number they would have received had they been shareholders at the time of the main allotment.

For the purpose of paragraph 3 of article 822-10 above, the adjustment shall equate, to one- hundredth of a share, the value of securities that are obtained in case of exercise of rights attached to securities giving access to capital after the completion of the transaction and the value of securities that would have been obtained in case such rights were exercised before the completion of the transaction.

To this effect, the new basis to exercise rights attached to securities giving access to capital shall be calculated taking into consideration:

When the company shares are not admitted to trading at a stock exchange, the issue agreement shall provide for adjustment procedures, including procedures for determining the value of the share to be considered for the implementation of articles 822-10 to 822-10-4 above.

The board of directors, the president of a simplified public limited company, or the general director, as the case may be, shall report the elements of calculation and the results of the adjustment in the next annual report.

Transactions relating to the issuance of new capital securities with pre-emptive subscription rights reserved to its shareholders, of distribution of reserves or of modification of distribution of its profits by creating preferred shares shall be null in the event of violation of the provisions of articles 822-10 to 822-10-5 above.

The provisions of articles 822-7 to 822-10-6 above are applicable as long that there are rights attached to each of the components of securities mentioned in these articles.

Where the company called to issue capital securities is absorbed by another company, or merges with one or more other companies to form a new company, or demerges, holders of securities giving access to capital shall exercise their rights in one or more companies benefiting from the contributions. Article 804 above is not be applicable, except otherwise stipulated in the issue agreement.

The number of capital securities of the absorbing or new company or companies to which holders of securities giving access to capital may claim shall be determined by correcting the number of securities that are scheduled to be issued or to be allotted in the issuance agreement considering the number of shares to be issued by the company or companies benefiting from contributions. The contributions auditor shall give an opinion on the number of shares thus determined.

The approval or a proposal to merger or demerger by the shareholders of the company or companies benefiting from the contributions or of the newly created company or companies, implies a renunciation by such shareholders waive their pre-emptive subscription right mentioned in article 822-1 above for the benefit of holders of securities giving deferred access to capital.

The company or companies benefiting from contributions or the new company or companies shall be automatically replace the issuing company in its obligations to holders of said securities.

Unless otherwise stipulated in the issue agreement and with the exception of an early dissolution not resulting from a merger or demerger, the company may not impose to the holders of securities giving access to capital, the repurchase or refund of their rights. Any contrary decision shall be null.

Holders of securities giving deferred access to capital, after detachment, if applicable, of rights of the original securities pursuant to this chapter, shall be grouped automatically for the defense of their common interests in a group that enjoys civil personality and shall be subject to the provisions identical to those which are set forth in articles 786 to 814 above. A separate group shall be formed, if applicable, for each class of securities giving the same rights.

The general meetings of holders of such securities shall be called to authorize all amendments to the issue agreement and rule on any decision relating to the conditions of subscription or allotment of capital securities determined at issue.

Each security giving access to capital shall carry one voting right. The conditions for quorum and majority are those set in articles 552 to 554 above.

Meetings costs as well as, generally, all expenses related to the operation of different groups shall be borne by the company called to issue or allot new securities representative of its stated capital.

When securities issued pursuant to this section are bonds intended to be converted or redeemed into capital securities, redeemed or exchanged against capital securities, the provisions of the second, third and fourth paragraphs of this article are applicable to the group formed in accordance with the second sentence of article 785 above.

Where a procedure for judicial reorganization is initiated with respect to a company issuer of securities giving access to capital under the conditions of article 822 above, the time limit for the exercise of the right to allot a fraction of the stated capital shall be opened at the opening judgement.

Capital increases made necessary by the exercise of rights attached to securities giving access to capital shall not give rise to publication requirements set forth in article 598 above. Subscription forms shall be established under the terms of articles 601 to 603 above, with the exception of stipulations set forth in paragraphs 6 and 7 of this last article. Articles 571, 604 to 617 above are not applicable to capital increases carried out by exercising rights attached to securities giving access to capital. Publication formalities set forth in article 618 above shall be accomplished within a period of one month.

The increase of capital is final by virtue of the mere exercise of rights, and where applicable, of matching payments.

At any time during the current fiscal year and no later than during the first meeting following the end of the fiscal year, the board of directors or the general director, as the case may be, shall record, if applicable, the number and the nominal value of shares issued for the benefit of holders of rights over the past fiscal year and make the necessary amendments to as the provisions of the articles of association relating to the amount of the stated capital and to the number of securities that compose it.

Where the holder of a security giving access to capital is not entitled to an integral number of securities, the fraction of the share forming “the odd lot” shall be paid in cash; this payment shall be equal to the fraction of share forming “the odd lot” by divided the value of the share.

In the event of issuance of new capital securities or new securities giving access to capital as well as in the event of a merger or demerger of the company called to issue such securities, the board of directors or the general director, as the case may be, may suspend, for a maximum period of three (3) months, the possibility of obtaining the allotment of capital securities through the exercise of the right referred to in article 822-19 hereinafter , or article 626-1 above.

Unless otherwise provided in the issue agreement, capital securities obtained, at the end of the suspension period, through the exercise of the rights attached to securities, shall give right to dividends paid during the fiscal year in which they were issued.

The information contained in the notice by which the board of directors or the general director, as the case may be, suspend the possibility of acquiring capital securities shall be communicated to holders of securities giving access to capital by registered mail with request for acknowledgement of receipt, seven (7) days at least prior to the date of entry into force of the suspension. Where the company securities giving access to capital are admitted to trading at the stock exchange or where all its securities giving access to capital are not in the nominative form, the notice containing this information shall be published, within the same period, in a newspaper authorized to publish legal notices.

Such notice shall state, in addition to the information provided for in article 257-1 above, the dates of entry into force and of the end of the suspension.

Rights attached to securities giving access to capital which have been exercised or have been acquired by the issuing company or by the company called to issue new capital securities shall be cancelled by the issuing company.

Holders of securities giving access to capital have, vis-à-vis the company issuer of securities they are meant to receive, the right to access the company records provided to shareholders or made available to them.

When the rights to allotment of a percentage/portion of the stated capital are incorporated or attached to bonds, the right to communication shall be exercised by the representative of the group of bondholders, in accordance with articles 791 and 797 above.

After detachment of these rights from the original instrument/securities, the right to communication shall be exercised by the representatives of the group formed in accordance with article 822-14 above.

In all cases, representatives of different groups may attend the general meeting of the shareholders, but without voting rights. They shall not, in any way, interfere in the management of the company.

Insofar as they are the provisions of compatible with the special provisions of this chapter, the provisions of articles 765 to 773-1 above are applicable to securities giving access to capital.

Without prejudice to the provisions governing the stock exchange and the admission of securities to trading on such stock exchange, companies already formed or being formed making public offering by issuing securities shall be governed by both the general rules governing public limited companies and the special provisions of this title.

The provisions of this title shall supersede the general provisions governing public limited companies in the event of incompatibility between these two regulations.

The minimum capital of the company, whose securities are listed on the stock exchange in one or several States parties or a company making a public offering of its securities in one or more States parties, shall be one hundred million (100,000,000) CFA Francs.

The stated capital shall not be less than the amount provided for in the foregoing paragraph unless the company is transformed into a company of another form.

In the event of violation of the provisions of this article, any interested party may petition for the company dissolution in court. This dissolution may not be ordered where, on the day the court is about to rule on the merits, the breach is cured.

The founders shall publish, before undertaking any shares subscription transaction, a notice in newspapers authorized to publish legal notices in the State party of the headquarters office and, where appropriate, in States parties where the company launches a public offering.

The notice referred to in the foregoing article shall contain, in addition to information provided for in article 257-1 above, the following information:

To inform the public about the forthcoming projected issuance of shares, a prospectus shall be prepared detailing the information contained in the notice referred to in article 826 above.

The prospectus shall mention the publication of the notice in newspapers authorized to publish legal notices in which such notice has been published. They shall provide its publication number in these newspapers.

Furthermore, the prospectus shall give details of the project of the founders about the use of proceeds from subscribed shares.

Posters and announcements in newspapers shall provide the same information or at least an extract of these information, with reference to the notice and the issue number of newspapers authorized to publish legal notices in which it was published.

The draft articles of association shall be prepared and signed by one or several founders, who shall deliver a copy to the clerk of the competent court where the headquarters is located or to the competent authority in the State party.

No subscription may be accepted if the formalities relating to the notice and the draft articles of association have not been observed.

Persons deprived of the right to administer or manage a company or to whom the performance of these duties has been prohibited cannot be founders.

The capital must be fully subscribed.

Shares issued for cash shall be paid up, upon subscription of the capital, by at least a quarter of their nominal value. The balance shall be paid within a period which may not exceed three (3) years from the registration of the company with the register of commerce and securities following a decision of the board of directors and in accordance with the terms it sets.

Shares representing cash contributions not fully paid-up shall remain in their nominative form. Insofar as the capital is not fully paid, the company may neither increase its capital, unless such increase is achieved through contributions in-kind, nor issue bonds.

Contributions shares shall be fully paid upon issue. Shares may not represent contributions of services.

The subscription for cash shares shall be acknowledged in a subscription form.

The subscription form shall be dated and signed by the subscriber or his agent, who shall write in letters the number of shares subscribed. Two (2) original copies shall be established, one for the company being formed, and the other for the depositary in charge of keeping the funds. A copy made on an plain paper shall be delivered to the subscriber.

The subscription form shall list the information on the notice.

Proceeds from the subscription of shares issued for cash shall be deposited by the persons that collected them on behalf of the company being formed, either at a notary’s office, or in a duly accredited credit or microfinance institution domiciled in the State party of the headquarters of the company being formed, in a special account opened in the name of this company.

The deposit of funds must be made within eight (8) days from the receipt of funds.

The depositor shall provide the bank, at the time of the deposit of funds, a list containing the identity of the subscribers and stating, for each of them, the amount of sums paid.

The depositary shall, until the withdrawal of funds, provide the list referred to in paragraph 3 above, to any subscriber that, after proving his subscription, so requests. The petitioner may review the notice and obtain, at his expense, a copy thereof.

Subscriptions and payments shall be acknowledged in a notarial statement of subscription and payment established, at the time of the deposit of the funds, upon presentation of the subscription forms.

After the issue of the notarial statement of subscription and payment or the depository certificate, the founders shall call the subscribers to the organization meeting.

The notice of meeting shall be sent by hand-delivered letter against a receipt or by registered mail with request for acknowledgement of receipt, fax or electronic mail. Notice of meeting by fax or electronic mail shall be valid only on the express condition that the subscriber had given his prior written consent, provided his electronic address and after confirmation of receipt by the recipient subscriber.

The notice of meeting shall indicate the date, the venue of the meeting and the agenda. It shall be sent to each subscriber fifteen (15) days at least prior to the date of the meeting.

The notice of meeting shall also be published in a newspaper authorized to publish legal notices in the State party of the headquarters fifteen (15) day at least prior to the date of the meeting.

The meeting shall ascertain that the capital is fully subscribed and the amount due for shares is fully paid up.

It shall rule on the adoption of the articles of association, which can only be amended unanimously by all subscribers, and appoint the first directors and auditors.

The meeting agenda must include information on the identity, professional references, professional activities and management positions held of the candidates to the office of director over the last five (5) years.

Minutes of the meeting session shall record, where applicable, the acceptance of duties by the directors and auditors.

In the event of contributions in-kind as for stipulation of special benefits for persons shareholders or not, one or more contributions auditor (s) shall be appointed by a court decision at the request of the founders or of one of them.

Contributions auditors shall be selected among auditors or experts included on one of the lists established by the competent courts.

They shall be appointed by the competent court, ruling further to a motion.

They may be assisted, in the performance of their duties, by one or more experts of their choice. The fees of these experts shall be borne by the company.

They are subject to the incompatibilities set forth in articles 697 et seq. above.

The auditors shall appraise, under their responsibility, the value of contributions in-kind and of special benefits.

The report of contributions auditors shall describe each contribution in-kind and/or special benefits, state the valuation procedure used and why it was selected. He shall certify that the value of contributions corresponds to at least the nominal value of shares to be issued, increased possibly by the share premium.

In the event it is not possible to assess the special benefits, the contributions auditors shall appraise the consistency thereof and the impact on shareholders’ position.

The report of the contributions auditors shall be deposited eight (8) days at least before the date of the organization general meeting at the selected headquarters address mentioned in the subscription form and in the registry of commerce and securities of the place of the headquarters.

It shall be made available to subscribers that may review it or receive a partial or complete copy thereof.

The general organization meeting shall rule on the valuation of contributions in-kind and the granting of special benefits. It may reduce them only by unanimous decision of all the subscribers.

Failing the express approval of contributors and beneficiaries of special benefits, referred to in the minutes, the company is not formed.

Subscribers of shares shall take part in the vote or may be represented.

The provisions of articles 133-1 and 133-2 above are not be applicable to organization meetings. The organization meeting shall be chaired by the subscriber with the highest number of shares or, failing that, by the oldest member.

It shall deliberate under the quorum and majority requirements for extraordinary meetings.

Where the meeting deliberates on the approval of a contribution in-kind or the granting of a special benefit, the shares of the contributor or the beneficiary shall not be taken into account for the calculation of the majority.

The contributor or the beneficiary shall not vote either for himself or as proxy.

Any organization meeting improperly called may be cancelled under the conditions set forth in articles 242 et seq. above.

However the action for invalidity is not be admissible where all the subscribers were present or represented.

Withdrawal of funds from subscriptions paid in cash may occur only after the registration of the company with the registry of commerce and securities. It shall be carried out, as the case may be, by the chief executive officer, the general manager or any company representative upon presentation to the depositary of the clerk or the competent authority’s certificate attesting that registration of the company with the registry of commerce and securities.

Any subscriber, six (6) months after payment of funds, may seek an order through summary hearing to the competent court for the appointment of a director in charge of withdrawing the funds to return them to subscribers, subject to deduction of the costs of distribution, if, on that date, the company is not registered.

Companies raising capital through public offerings in one or more States parties, or whose securities are listed on the stock exchange of one or more States Parties are required to have a board of directors.

The board of directors of companies referred to in articles 828 to 853 of this uniform Act shall be composed of a minimum of three (3) members and a maximum of fifteen (15) members when the company shares are admitted to trading on the stock exchange.

However, in the event of a merger involving one or more companies whose securities are admitted to trading on the stock exchange of one or more “States parties”, the number fifteen (15) may be exceeded up to the total number of directors in office for more than six (6) months in the merged companies, but shall not exceed twenty (20).

There shall not be neither an appointment of new directors nor a replacement of directors who passed away or left office, as long as the number of directors has not been reduced to fifteen (15) when the company shares are admitted to trading at the stock exchange of one or more States parties.

Where a company listed on the stock exchange of one or more States parties has just been removed from the stock markets, the number of directors shall be reduced to twelve (12) as soon as possible.

Within the various limits stipulated above, the number of directors shall be freely determined in the articles of association.

The board of directors of companies referred to in articles 828 to 853 of this uniform Act is required to have an audit committee.

The audit committee shall be composed exclusively of non-employee directors or who do not hold any position of chief executive officer, general manager or deputy general manager within the company. The board of directors shall ensure that directors appointed members of the audit committee are qualified.

Main duties of the audit committee include:

It shall present regular reports to the board of directors on the performance of its duties and raise the flag on any problems encountered without delay.

The chief executive officer, the general manager, the deputy general manager of a company whose shares are admitted to trading at the stock exchange of a State party and the natural person or legal entities performing the duties of directors in the company are required to, within the time fixed in the second paragraph of this article, to put in the nominative form the shares belonging directly to them, or those that belong to their unemancipated minor children issued by the company itself, its subsidiaries, a company of which it is a subsidiary or by other subsidiaries of the latter company, when these shares are listed on the stock exchange of one or several/more States parties.

The time limit provided in the preceding paragraph is one month from the date on which these persons acquire the capacity in which they are subject to the provisions of the preceding paragraph. The time limit shall be twenty (20) days from the date of entry into possession when these persons acquire the shares referred to in the first paragraph of this article.

The same obligation shall apply to permanent representatives of legal entities performing the duties of a director in companies whose shares are admitted to trading at the stock exchange of one or more States parties as well as to non-physically separated spouses of all the people referred to in this article.

Before the meeting of shareholders, companies making public offerings for placement of their securities or whose securities are registered in one or more States parties are required to publish,

in newspapers authorized to publish legal notices of State party of the headquarters location and, where appropriate, of other States parties where public offerings are made, a notice containing, in addition to information provided for in article 257-1 above, the following information:

Notwithstanding the provisions of article 541 above, the right to attend in general meetings of companies making public offerings is evidenced by the accounting registration of shares on behalf of the shareholder or the intermediary listed on his behalf, on the third business day preceding the meeting at midnight, local time, or in the register of nominative instruments held by the company, or in the bearer security accounts register held by an authorized depository.

The chairman of the board of directors shall present a report to be attached to the report mentioned in articles 525 2 and 547-1 above, the composition of the board, the conditions for preparing and organizing the work of the board, as well as internal audit and risk management procedures implemented by the company, by providing details, in particular on the procedures pertaining to the preparation and processing of reporting the company accounting and financial information and, where appropriate, of consolidated accounts. Without prejudice to the provisions of articles 487 and 488 above, this report shall also disclose potential limitations to the powers of the general manager by the board of directors.

Where a company voluntarily refers to a corporate governance code drafted by business organizations, the report provided for in this article shall also identify the provisions that have been rejected and the reasons therefor. In addition, the report shall also disclose the location where this code can be consulted. Where a company does not refer to such a corporate governance code, this report shall state the rules adopted in addition to legal requirements and shall explain the reasons why the company has decided not to apply any provision of such corporate governance code.

The report provided for in this article shall also specify the special rules relating to the participation of shareholders in the general meeting or refer to the provisions of the articles of association setting out these terms.

The report provided for in this article shall be approved by the board of directors and made public.

The report referred to in the foregoing article shall also present the principles and rules set by the board of directors to determine the remuneration and benefits of any kind extended to company representatives.

This report shall also state the total remuneration and benefits of any kind paid during the fiscal year to company representatives, including in the form of allotment of capital securities, debt securities or securities giving access to capital or giving the right to allotment of debt securities.

It shall state the amount of the remuneration and of benefits of any kind that each of these company representatives has received during the fiscal year.

It shall describes by distinguishing them, fixed, variable and exceptional elements of remuneration and benefits as well as criteria under which they have been calculated or circumstances under which they were established. It shall also state commitments of all kinds, made by the company for the benefit of its representatives, corresponding to elements of remuneration, allowances or benefits owed or likely to be due owing to the appointment, the removal or change of duties or subsequent thereof. The information provided in this regard shall specify the procedures for determining these commitments. Except in cases of good faith, payments and commitments made in breach of this paragraph may be cancelled.

The report shall also include the list of all of offices held and functions exercised in any company by each of these company representatives during the fiscal year.

Shareholders and investors shall be informed of the issuance of new shares or other securities giving access to capital and its terms either by a notice inserted in a prospectus published in newspapers authorized to publish legal notices in the State party of the headquarters location

and, where appropriate, of other States parties where public offerings are made, either by hand- delivered letter against a receipt or by registered mail with request for acknowledgement of receipt if the securities of the company are nominative.

The notice bearing the company seal, and the hand-delivered letter against a receipt or the registered mail with request for acknowledgement of receipt shall contain, in addition to information stipulated in article 257-1 above, the following information:

A copy of the last balance sheet, certified true by the company legal representative shall be published in the annex to the notice referred to in article 833 above. If the last balance sheet has already been published in newspapers authorized to publish legal notices, a copy of that balance sheet may be replaced by providing the reference of the previous publication. If no balance sheet has yet been established, the notice shall state it.

Circulars informing the public about the issue of shares or other securities giving access to capital shall reproduce the information of the notice referred to in article 833 above and shall contain a mention on the publication of the said notice in newspapers authorized to publish legal notices with reference to the publication number.

Announcements and posters in newspapers shall reproduce the same information or at least an extract thereof with reference to the notice and state the name of the newspapers authorized to publish legal notices in which it was published.

Capital increase by public offering launched less than two (2) years following the formation of a company without a public offering shall be preceded, under the conditions set forth in articles 619 et seq. above by an audit of assets and liabilities, as well as where appropriate, of special benefits granted.

The issuance by public offering without pre-emptive subscription right of new shares which confer their holders the same rights as the old shares shall be subject to the following conditions:

The issuance by public offering without pre-emptive subscription right of new shares which do not confer to their holders the same rights as the old shares shall be subject to the following conditions:

If the issue is not carried out on the date of the annual general meeting following the decision, an extraordinary general meeting shall make the decision based on the report of the board of directors and on the special report of the auditors, on the retention or adjustment of the issue price or the conditions of its determination and, failing this, the decision of the first meeting shall be null.

The general meeting which decides on capital increase may, in favor of one or more persons named or not, cancel the pre-emptive subscription right.

The beneficiaries of this provision shall not take part in the vote under penalty of the decision being declared null. The quorum and majority required shall be calculated after deduction of the shares they own.

The issue price or the conditions of fixing this price are set by the extraordinary general meeting based on the report of the board of directors and the auditor.

The capital increase is deemed completed when one or more credit institutions within the meaning of the law regulating banking activities have irrevocably guaranteed its successful completion. Payment of the fraction from of the nominal value and payment in full of issue premium must occur no later than the thirty-fifth day following the end of the subscription period.

Where bonds are issued through public offerings in one or more States parties, the issuing company shall complete in these States parties, prior to the opening of the subscription and before any publication, the formalities referred to in articles 842 to 844 hereinafter.

The company shall publish, in newspapers authorized to publish legal notices, a notice containing, in addition to information stipulated in article 257-1 above, the following

information:

The following shall be appended to the notice referred to in article 842 above:

If a balance sheet has not yet been established, the notice shall state so.

Annexes stipulated in paragraphs 1 and 2 of this article may be replaced, as appropriate, by mentioning the publication in newspapers authorized to publish legal notices of the last balance sheet or a provisional balance sheet adopted at an earlier date of ten (10) months at the most from the date of issue, when this balance sheet or provisional balance sheet has already been published.

The prospectus containing the information on bonds issuance shall reproduce the information of the notice referred to in article 842 above, state the issue price and indicate the publication of the said notice in the newspaper authorized to publish legal notices with reference to the issue in which it was published.

Posters and notices in newspapers shall reproduce the same information or at least an extract thereof with reference to the notice and identification of the newspaper authorized to publish legal notices in which it was published.

Before the meeting of bondholders, the notice of meeting to bondholders published in newspapers authorized to publish legal notices in the State party of the headquarters location and, where appropriate, of other States parties where a public offering has been made shall contain the following information:

The provisions of this section are applicable to companies whose shares are listed, in whole or in part, at the stock exchange of one or more States parties.

Companies whose securities are listed on the stock exchange must publish, in newspapers authorized to publish legal notices within four (4) months of the close of the fiscal year and fifteen (15) days at least before the annual ordinary general meeting of shareholders, under a title that will clearly indicate that these are drafts not audited by auditors, the following information:

Companies whose securities are listed on the stock exchange shall publish the following documents in newspaper authorized to publish legal notices within forty-five (45) days after the approval of the summary financial statements by the ordinary general meeting of shareholders:

However, if these documents are exactly identical to those published in application of article 269 above, only a notice, referring to the first publication and containing the certificate of the auditors, shall be published in a newspaper authorized to publish legal notices.

Companies whose securities are listed on a stock exchange of one or more States parties must, within four (4) months following the end of the first half of the fiscal year, publish in a newspaper authorized to publish legal notices in these States parties, a statement of operations and income as well as an interim report with the auditors’ certificate on the fairness of the information provided.

The statement of activities and income shall show the net amount of the turnover and income from ordinary transactions before tax. Each of the items on the statement shall state the figure relating to the matching item of the previous fiscal year and of the first half of this year.

The interim report of activities shall annotate data on turnover and income of the semester. It shall also describe the company operations during this period and forecast the foreseeable trend of these operations until the end of the fiscal year. Important events that occurred during the last semester shall also be stated in this report.

Companies establishing consolidated summary financial statements are required to publish their statement of activities and income and their interim reports of activities in a consolidated form along with the auditors’ certificate on the fairness of the information provided.

Companies that are not listed on the stock exchange whose half of their securities are owned by one or several listed companies that have:

The simplified public limited company is formed by one or more shareholders and whose articles of association freely prescribe the organization and operation of the company subject to the mandatory rules of this book. Shareholders of a simplified public limited company are liable for the company debts only to the extent of their contributions and their rights are represented by shares.

Where such a company has a single shareholder, it is referred to as a “sole shareholder”. The sole shareholder shall exercise the powers devolved to shareholders where this book provides for a collective decision-making.

All decisions taken by the sole shareholder and that may be subject to legal publicity if they were taken by a meeting shall be published following the same formalities.

The company shall be referred to by a name which shall immediately be preceded or followed by the words “simplified public limited company” or by the abbreviation “SAS” written in legible words.

Where the company has only a single shareholder, it shall be designated by a name which shall immediately be preceded or followed by the words “wholly owned simplified public limited company” or by the abbreviation “SASU” written in legible words.

Insofar as they are compatible with the specific provisions set forth in this book, the rules on public limited company, with the exception of articles 387 paragraph 1, articles 414 to 561, 690, 751 to 753 above, they shall be applicable to the simplified limited company. For the purposes of these rules and absent specific provisions in the articles of association, the duties of the board of directors or its chairman shall be exercised by the president of the simplified limited company or any member of the management that the articles of association designate for this purpose.

The simplified limited company shall not/may not launch a public offering.

The amount of stated capital as well as the nominal value of shares shall be set by the articles of association.

The simplified public limited company may issue inalienable shares resulting from contribution of services. The articles of association shall set the terms of subscription and distribution of such shares.

The decision to transform in a simplified limited company shall be taken unanimously by shareholders. The same shall apply to the merger of a company by a simplified public limited company. Any decision taken in violation of this article shall be null.

The articles of association shall set the conditions under which the company is managed.

The company shall be represented in relation to third-parties, by a president appointed under the conditions set forth in the articles of association. The president is vested with the broadest powers to act in all circumstances on behalf of the company within the limits of the company purpose.

In its relations with third parties, the company shall be bound even by the actions of the president falling outside of the company purpose, under the conditions and limits set forth in article 122 above.

The articles of association may provide for the conditions under which one or more individuals other than the president, with the title of general manager or deputy general manager, may exercise the powers entrusted to him by this article.

The provisions of the articles of association, the decisions of legal representatives restricting the powers of the president, the general manager or deputy general manager shall not be enforceable against third parties.

Where a legal entity is appointed president or company manager of a simplified public limited company, the company management of the said legal entity shall be subjected to the same conditions and obligations and incur the same civil and penal responsibilities as if they were president or company manager in their own name, without prejudice to the joint liability of the legal entity which they manage.

Rules on the liability of members of the board of directors of public limited companies are applicable to the president and management of the simplified public limited company.

The articles of association shall determine decisions that must be taken collectively by shareholders in the forms and conditions they stipulate. Decisions taken in violation of the provisions of the articles of association shall be null.

However, powers devolved to extraordinary and ordinary general meetings of public limited companies in respect of capital increase, amortization or reduction of capital, merger, demerger, partial contribution of assets, dissolution, transformation into one company of another form, appointment of auditors, annual accounts and accounts of profits shall be, under the conditions set forth in the articles of association, exercised collectively by shareholders. Decisions taken in violation of the provisions of this paragraph shall be null. They shall also be null where they are taken collectively, but in violation of the conditions prescribed in the articles of association.

In companies with a sole shareholder, the management report, annual accounts and, where appropriate, consolidated accounts shall be adopted by the president. The sole shareholder shall approve the accounts based on the auditor’s report, if there is one, within a period of six (6) months from the end of the year. The sole shareholder may not delegate his powers. His decisions shall be archived in a special register. Decisions taken in violation of this paragraph may be cancelled at the request of any interested party.

When the sole shareholder, physical person, performs the duties of the company president, the deposit of the inventory and annual accounts duly signed within the same period at the registry of commerce and securities shall constitute approval of said accounts.

Each share shall carry at least one vote.

Shareholders may appoint one or more auditors under the conditions set forth in article 853-11 above.

Simplified public limited companies which meet, at the end of the fiscal year, two of the following conditions must appoint at least one (1) auditor:

The company is not required to appoint an auditor if it has not met two (2) of the conditions set forth above for two (2) years immediately preceding the expiration of the mandate of the auditor.

Simplified public limited companies which control, within the meaning of article 174 above, one or more companies, or that are controlled by one or more companies, are also required to appoint at least one auditor.

Even if the conditions set forth in the foregoing paragraphs are not met, the appointment of an auditor may be demanded in court by one or more shareholders representing at least one-tenth of the capital.

If upon a capital increase by offset of claims against the company, the latter does not have an auditor, the stated accounts prepared by the president shall be certified true by an auditor.

The auditor or, where there is none, the company president shall present to shareholders a report on agreements concluded directly between the company and its president, one of its managers, one of its shareholders holding a fraction of voting rights higher than ten per cent (10%) or, if it is an affiliated company, the company controlling it within the meaning of article 174 above.

The same rule shall apply to agreements where one of the persons referred to in the first paragraph has an indirect interest or deals with the company through an intermediary.

Shareholders shall act on the report. Those with direct or indirect interests shall not take part in the vote and their shares shall not be taken into account for the calculation of quorum and majority. Decisions taken in violation of this article shall be null.

Unapproved agreements shall nevertheless produce their effect, leaving it to the individual with a direct interest and possibly the president and other managers shall be liable for the harmful consequences to the company.

Any resolution passed without the auditor’s or the president’s report shall be null.

By derogation to the provisions of the first paragraph, where the company has only a sole shareholder, agreements concluded directly or through an intermediary between the company and its officer or one of its officers shall only be mentioned in the special register of decisions.

When the agreement is concluded with the sole shareholder, no mention shall be made in the register and the auditor is not required to prepare a report.

Exceptions to the provisions of the preceding article are the agreements relating to regular operations entered into under normal conditions.

Under penalty of invalidity of the agreement, the president and officers, as well as their spouses, ascendants or descendants and others intermediaries are prohibited to contract, in any form whatsoever, loans from the company, to have it consent overdrafts on a current account or otherwise, as well as have the company guarantee or endorse their commitments to third parties.

This prohibition does not apply to legal entities, which are officers.

The articles of association may provide for the inalienability of shares or securities which grant access to capital for a period not exceeding ten (10) years.

The articles of association may, under conditions which they determine, subject any transfer of shares or securities giving access to capital to the prior approval of the company and a pre- emptive right.

Under the conditions that they determine, the articles of association may provide that a shareholder be required to transfer his shares.

The articles of association may also provide for the suspension of non-monetary rights of such shareholder as long as he has not carried out this transfer.

Any transfer of shares or securities which give access to capital carried out in violation of a provision of the articles of association introduced in application of articles 853-17, 853-18 and 853-19 above shall be null.

The articles of association may provide that the affiliated company whose control has changed shall, as soon this change occurs, notify the company. The latter may decide, under the conditions set forth in the articles of association, to suspend the exercise of non-monetary rights of that shareholder and exclude it.

Provisions of the preceding paragraph may apply, under the same conditions, to a shareholder that has acquired such status further to a merger, demerger or dissolution operation.

Where the articles of association do not set the terms for sale prices of shares when the company is implementing a provision introduced in application of articles 853-18, 853-19 and 853-20 above, such price shall be fixed by an agreement between the parties or, failing this, by a designated expert, either according to the provisions of the company articles of association, or by the parties, or failing agreement between them, by a decision of the competent court ruling expeditiously within the jurisdiction where the headquarters is located.

Where shares are repurchased by the company, the latter shall transfer them within a period of six (6) months or cancel them.

The statutory provisions referred to in articles 853-17, 853-18, 853-19, 853-20 above may be adopted or amended only unanimously by the shareholders. Any deliberation or decision taken in violation of this article shall be null.

Articles 853-17 to 853-20 above shall not be applicable to companies with only a sole shareholder.

The consortium is an entity in which partners agree that the company shall not be registered with the register of commerce and securities. It does not have a legal personality and is not subject to publicity.

The existence of the consortium may be proved by any means.

Partners shall agree freely on the company purpose, duration, conditions of functioning, rights of partners, the end of the consortium provided that there is no derogation of mandatory rules of the

common provisions to companies, with the exception of those relating to the legal personality.

Unless a different organization has been projected, relations between partners shall be governed by the provisions applicable to partnerships.

Assets necessary for the company activity shall be made available to the manager of the company. However, each partner remains the owner of the assets he avails to the company.

Partners may decide to commit some assets in joint ownership without right of survivorship or that one of the partners shall be, in respect to third party, owner of all or part of the assets that it acquires for the fulfillment of the company purpose.

Are deemed joint assets between partners, assets acquired for investment or re-investment of undivided resources during the useful life of the company, as well as those that were joint before being put at the disposal of the company.

The same shall apply to assets the partners agreed to commit to joint ownership without right of survivorship.

Unless otherwise provided in the articles of association, no partner may request to partition joint assets as long as the company is not dissolved.

Each partner acts in its own name and shall be solely liable to third parties.

However, where partners act expressly in their capacity as partners towards third parties, each of those who were involved, shall be liable for the commitments of the others.

Obligations subscribed under these conditions shall commit them jointly and severally.

The same shall apply to the partner who, by his interference, gave the impression to the other contracting party that he intended to commit itself to that party and there is evidence that the commitment has turned to its advantage.

The consortium shall be dissolved by the same events that end a partnership.

The partners may, however, agree through the articles of association or in a subsequent document that the company shall continue its operations in spite of such events.

Where the company is of an indefinite duration, its dissolution may occur at any time after notification, by hand-delivered letter against a receipt or registered mail with a request for acknowledgement of receipt, addressed by one of the partners to all the others, provided that this notification is made in good faith and not made at an inopportune moment.

A de facto partnership exists where two (2) or several natural persons or legal entities act as partners without having formed one of the companies recognized by this uniform Act.

Where two (2) or several natural persons or legal entities have formed a company recognized by this uniform Act, but which has a formation defect that has not been cured or have formed a company not recognized by this uniform Act, such is a de facto company.

Any interested party may petition the competent court for the recognition of a de facto company created between two (2) or more persons that he is in charge of providing the identity or the name.

The existence of a de facto company or de facto partnership shall be evidenced by any means.

When the existence of a de facto company or de facto partnership is recognized by the judge, the rules on partnerships shall apply to partners.

The economic interest group is the one whose sole purpose is to apply, for a fixed term, all necessary resources in order to facilitate or develop the economic activities of its members, to improve or increase the turnover of this activity.

Its activity must be related to the economic activity of its members and can have only an auxiliary nature thereto.

The economic interest group shall not result by itself to realization of profits and profit-sharing. It may be formed without capital.

Two (2) or more natural persons or legal entities may form an economic interest group, including individuals exercising a liberal profession subject to laws and regulations or whose title is protected.

The rights of the members may not be represented by negotiable instruments.

The economic interest group has legal personality and full capacity from the date of its registration with the registry of commerce and securities.

Members of the economic interest group shall be liable for the debts of the group on their own assets. However, a new member may, if the agreement so permits, be exempted from debts contracted prior to joining the group. The exemption decision must be published.

Members of the economic interest group shall be jointly liable for payment of the debts of the group, unless otherwise agreed with the contracting third party.

Creditors of the group may initiate payment actions against a member only after having unsuccessfully made payment demand to the group.

The payment demand is made by notice made by a bailiff or notified by any means establishing its actual receipt by the addressee.

The economic interest group may issue bonds under the general conditions of such instruments if the group is itself composed exclusively of companies authorized to issue bonds.

Subject to the provisions of this uniform Act, the agreement shall prescribe the organization of the economic interest group and freely set the contribution of each member to the group debts. Failing this, each member shall bear an equal share of the debt.

During its existence, the group may accept new members under the conditions set forth in the agreement.

Any member may withdraw from the group under the conditions stipulated in the agreement, provided that he has fulfill its obligations.

The agreement shall be in writing and shall be subject to the same conditions of publicity as companies prescribed in this uniform Act.

It shall contain the following information:

Any amendments to the agreement shall be prepared and published under the same conditions as the agreement itself. They shall be enforceable against third parties only from the date of such announcement.

Instruments and documents from the economic interest group and intended for third parties, including letters, invoices, notices and various publications must state legibly the name of the group, followed by the words “economic interest group” or by the abbreviation “G.I.E.”.

Any violation of the provisions of the paragraph above is an offense.

The general meeting of the members of the economic interest group shall be empowered to take any decision, including early dissolution or extension under the conditions stipulated in the contract.

It may provide that some or all decisions shall be taken under the conditions of quorum and majority which it sets. Where the contract is silent, decisions shall be taken unanimously.

The contract may also allocate to each member of the economic interest group a different number of votes than those allocated to others. Failing this, each member shall have one vote.

The meeting shall mandatorily be held at the request of one quarter, at least, of the members of the economic interest group.

The economic interest group shall be managed by one (1) or more natural person (s) or legal entity (-ies), provided that, if it is a legal entity, it shall appoint a permanent representative, who shall be liable for the same civil and criminal responsibilities as if he was director in his own name.

Subject to this reservation, the agreement or, absent an agreement, the meeting of the members of the economic interest group shall organize freely the management of the group and appoint directors whose responsibilities, powers and terms for removal it shall prescribe.

In dealings with third parties, a director shall commit the economic interest group for any act falling within the group purpose. Any limitation of powers shall not be enforceable against third parties.

The audit of the management and audit of the summary financial statements shall be exercised under the conditions stipulated in the contract.

However, when an economic interest group issues bonds under the conditions set forth in article 875 above, the audit of the management shall be carried out by one (1) or more individuals appointed by the meeting.

The term of their office and their powers shall be set in the contract.

The audit of the summary financial statements shall be carried out by one or more auditors selected from the official list of auditors and appointed by the meeting for a period of six (6) fiscal years.

Subject to specific rules on economic interest groups, the auditor shall enjoy the same status, powers and responsibilities as the auditor of a public limited company.

In the event of issuance of bonds by the economic interest group, punitive actions for offences relating to bonds set forth by this uniform Act shall be applicable to economic interest groups’ management as well as to natural persons managers of member companies or permanent representatives of legal entities managing these companies.

Any company whose purpose is corresponds to the definition of the economic interest group may be transformed into an economic interest group without resulting in dissolution or creation of a new legal entity.

An economic interest group may be transformed into a partnership or a private limited company without resulting in dissolution or creation of a new legal entity.

In case the economic interest group is transformed into a private limited company, creditors whose claims were contracted prior to the transformation shall retain their rights against the economic interest group and its members.

The economic interest grouping shall be dissolved:

Where a member becomes legally incapacitated, personally bankrupt or banned from leading, managing, administering or controlling a business, whatever its form or purpose, the economic interest group shall be dissolved unless it continuation is provided by the contract or the other members so decide unanimously.

The dissolution of the economic interest group entails its liquidation. The legal personality of the group shall subsist for the purposes of its liquidation.

The liquidation shall be carried out in accordance with the provisions of the contract. Failing these, a liquidator shall be appointed by the general meeting of members of the economic interest group or if the meeting was unable to make such an appointment, by a decision of the competent court.

After payment of debts, the surplus of assets shall be divided among members under the conditions set forth in the contract. Otherwise, the distribution shall be made in equal parts.