SECTION 312

The articles of association shall necessarily contain the valuation of each contribution inkind and a description of special benefits granted as well as, where appropriate, their appraisal. The valuation of contributions inkind shall be carried out by acontribution auditor where the value of the contributions inkind under consideration, or the value of the overallcontributions inkind in question exceeds five million (5,000,000) CFA Francs. The evaluation of special benefits shall be necessarily carried out by a contributionsauditor. The contributionsauditor, selected from a list of auditors in accordance with procedures set forth in articles 694 et seq. of thisuniform 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. P. 94 of 267 The contributions auditor shallprepare, under his professional responsibility, a report to be appended to the articles of association. Such report shall describe each contributions inkind and/or special benefits, as applicable, statethe valuation method and the reasons therefor. He shall certify that the value of the contributionsis 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 theirconsistency and their impact on the members’ situation. Where there was not a contributions auditor or where the value allocatedis different from that proposed by the contributions auditor, the membersshall be jointly and severally liable to third parties for the value allocated to contributionsinkind for five (5) years. The obligation toprovide guarantees pertains only to the value of contributions at the time the capital is being constituted or during a capital increase and does not pertainto the maintenance of the said value. Deposit of proceedsand availability