SECTION 547

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.