SECTION 827-8

In the event of contributions in-kind as for stipulation of special benefits for persons shareholders or not, one or more contributions auditor (s) shall be appointed by a court decision at the request of the founders or of one of them. Contributions auditors shall be selected among auditors or experts included on one of the lists established by the competent courts. They shall be appointed by the competent court, ruling further to a motion. They may be assisted, in the performance of their duties, by one or more experts of their choice. The fees of these experts shall be borne by the company. They are subject to the incompatibilities set forth in articles 697 et seq. above. The auditors shall appraise, under their responsibility, the value of contributions in-kind and of special benefits. The report of contributions auditors shall describe each contribution in-kind and/or special benefits, state the valuation procedure used and why it was selected. He shall certify that the value of contributions corresponds to at least the nominal value of shares to be issued, increased possibly by the share premium. In the event it is not possible to assess the special benefits, the contributions auditors shall appraise the consistency thereof and the impact on shareholders’ position. The report of the contributions auditors shall be deposited eight (8) days at least before the date of the organization general meeting at the selected headquarters address mentioned in the subscription form and in the registry of commerce and securities of the place of the headquarters. It shall be made available to subscribers that may review it or receive a partial or complete copy thereof. The general organization meeting shall rule on the valuation of contributions in-kind and the granting of special benefits. It may reduce them only by unanimous decision of all the subscribers. Failing the express approval of contributors and beneficiaries of special benefits, referred to in the minutes, the company is not formed.