Forms of shares

According to article 748 of the OHADA Law of 2014, shares issued for cash are those whose amount is paid in cash or by conversion of claims on the certain company, of a fixed amount and due, those issued as a result of incorporation into the capital of reserves, profits or issue premiums, and those whose amount is partly the result of the incorporation of reserves, profits or share, issue or merger premiums, part of cash payment. The latter must be fully paid up upon subscription.

All other shares are shares representing in-kind contribution shares.

Shares that are admitted neither to trading on a stock exchange nor to performing operations of a central depository shall take the nominative form.

The share issued for cash shall be nominative until it is paid in full.

The in-kind contribution share may be convertible into a bearer instrument only after two (2) years.

The nominal value of shares shall be freely set by the articles of association. The nominal value shall be expressed in whole numbers.

Rights attached to shares

Voting rights

A voting right shall be attached to each share commensurate to the fraction of shares that they represent and each share shall carry a right to one vote at least.

A voting right equal to double the right conferred to other shares, concerning the fraction of the capital that they represent, may be conferred by the articles of association or the extraordinary general meeting to fully paid-up nominative shares for which proof exists that they have been registered in the name of the same shareholder for at least two (2) years.

Similarly, in case of capital increase by incorporation of reserves, profits, share, issue, or merger premiums, the double voting right may be conferred upon their issue to nominative shares allotted for free to a shareholder in respect of the old shares for which he already enjoys such right.

Any share converted into a bearer share loses the double voting right.

Right to dividend

A dividend right shall be attached to each share proportional to the fraction of the capital it represents.

Notwithstanding the provisions of article 754 of the OHADA Law of 2014, during the formation of the company or its life, it may be issued preferred shares under the conditions stipulated in articles 778- 1 of the same law and enjoy advantages over all the other shares.

Dates of payment of interests, dividends, or other periodic revenues accruing to shares for a specific fiscal year shall be fixed by the general meeting or, failing that, by the board of directors or the general director, as the case may be.

Pre-emptive subscription right

Shareholders have, proportionally to the number of their shares, a pre-emptive right to subscribe for shares issued for cash, issued to carry out a capital increase. Such right is negotiable under the same conditions as the share itself during the subscription period.

The application of article 757 of this uniform Act may only be overridden by the general meeting ruling under the conditions of quorum and majority as that of an extraordinary meeting and such deliberation shall be valid only where the board of directors or the general director, as the case may be, a state in their report to the general meeting the reasons for the capital increase, as well as the persons to whom the new shares will be allotted and the number of shares allotted to each of them, the issue price, and the basis on which it was set.

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