SECTION 440

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.