SECTION 319

The articles of association shall freely organizethe procedures for the transferof equity interestsagainst paymentto thirdparties outside the company. Failing this: - the transfershall only be possible with the consent of the majority of non- transferormembersholding three quarters of the equity interest of the company, excluding the interest of the transferor member; - the proposed transfermustbe notified by the transferorto the company and to each of the other member. 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 membersshall be jointly and severally required, within three (3) months following the notification of refusal to the transferormember, 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, toreduce the amount of the stated capital by the amount of the nominalvalue of the equity interests of such memberand to purchasesuchequity interests at aprice set by mutual agreement between the parties, or determined in accordance with paragraph 4 of this article. Anytransfer 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. P. 97 of 267