SECTION 363

In the event of capital increase realizedpartially or totally by contributionsinkind, 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 contributionsauditor shall be necessarily appointed by members. Thecontributionsauditor is appointed according to the same terms as those set forthduring 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 intereststhat he holds. He shall draft, under his professionalresponsibility, a report describing each of the contribution and/or special benefits, as applicable, stating the valuation methodadopted 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. P. 110 of 267 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 informationset forth in the above provisions. The report of the contributionsauditorshall be submitted to the meeting in charge of decidingthe capital increase.