Article 79 (As amended by Decree No. 9798 dated 4 May 1968)
No person may participate in the incorporation of a joint-stock company if he declared bankruptcy and has not been discharged for a period of ten years at least or if he was convicted in Lebanon or abroad for a period of less than ten years, for committing or attempting to commit a felony or misdemeanor subject to the application of penalties of swindling, embezzlement of funds or securities, for issuance of bouncing cheques in bad faith, for impairing the financial security of the State in the sense defined in articles 319 and 320 of the Penal Code, or for concealing goods acquired through such crimes.
The same conditions shall apply to representatives of artificial persons participating in the incorporation of the company. Founders are jointly liable for all the obligations and incorporation fees. They may not claim such expenses from the subscribers if the company was not incorporated.

Article 80 (As amended by the Law dated 23 November 1948 and by Decree-Law No. 54 dated 16 June 1977).
Without prejudice to the provisions of laws and regulations that require a prior authorization for the performance of certain activities, the incorporation of a joint-stock company does need any authorization from the administrative authorities. The Articles of Incorporation of the joint-stock company and any subsequent amendment shall be deposited and registered on the records of the notary public at the place of the company's head office.

Article 81 (As amended by the law enacted by Decree no 9798 of 4 May 1968).
Prior to any call for subscription to the company's capital, the founders shall publish in the official gazette, and in a daily and economic newspapers, a statement including their signatures and addresses and indicating especially the name head office, branches, purpose, term and capital of the company, the par value of the shares the initial down payment, the value of contributions in kind, the clause of fixed interest, the conditions for the distribution of profits and the number of the members of the board of directors, their salaries and their powers provided for in the Articles of Incorporation of the company. The clarifications included in the statement must appear on the personal certificate of subscription, the share certificate, posters, circular-letters and prospectuses with reference to the numbers of issues of the newspapers where they were published.

Article 82 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
Any breach to the provisions of the preceding article is liable to a fine of one and up to five hundred thousand Lebanese Pounds without prejudice to the Court's capacity to cancel such subscriptions, if need be.

Article 83 (As amended by the Law enacted by Decree NO 9798 dated 4 May 1968)
The company's capital may not be less than thirty million Lebanese Pounds and it must be fully paid up.

Article 84
The minimum price of the share or fraction of a share is 250 Lebanese Pounds and each subscriber is required to pay in advance the quarter at least of the total price of his shares.

Article 85(As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
The founders shall deposit the sums paid in by subscribers before the final incorporation of the company in an account opened in the name of the company in an approved bank with the list including names of subscribers and the sums paid by each one of them. Following the incorporation of the company, such sums may be withdrawn by the signature of the authorized person or persons named in the Articles of Incorporation of the company and upon production of a certified copy of the said Articles, the decree authorizing the incorporation and the minutes of the meeting of the Constituent General Assembly.

If all or a part of the sums were not so deposited, withdrawn, or disposed of prior to the final incorporation of the company, such breaches are liable to a fine equivalent to 10 per cent of the value of the sums that were not deposited, withdrawn or disposed of. They are also liable, when necessary, to a penalty of misuse of trust or dishonest management in addition to the civil liability resulting from such acts. If the company is not incorporated within six-month as of the date of the authorization, every subscriber may petition the Summary Judge to appoint an acting manager who shall be in charge of withdrawing the sums and repay them to the subscribers after deducting the distribution charges.

Article 86 (As amended by the Law enacted by Decree No. 9798 of 4 May 1968)
The accuracy of the evaluation of contributions in kind shall be subject to the assessment of one or several experts appointed by order of the presiding judge of the Court at the place of the company's head offices and upon request of the founders.

Such expert or experts shall be chosen from the list of experts who are officially approved by the Court. No special benefits whatsoever shall be attributed to any person by the Articles of Incorporation of the company.

Article 87
The subscribers shall review the report of the expert(s) and they may renounce their subscriptions if the founders' assessment is twenty per cent more than the actual value of the initial contributions and the special benefits estimated by the experts. Therefore, the founders may themselves proceed with the subscription or cause subscription to the shares of the defaulting subscribers.

Article 88
The initial shares shall be fully paid up when the company is incorporated.

Article 89
The said shares shall always be nominal shares which are constantly attached to the counterfoil and bearing a stamp indicating their type and the date of incorporation of the company. They shall be negotiable only when the General Assembly shall ratify the accounts of the second financial year. However, the condition of non-negotiability shall not apply to the initial shares of a merged company whose securities were already negotiable.

Article 90 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
Within a period of one month following the experts' report, the founders shall call the shareholders to a Constituent General Assembly, the date of which shall be announced ten days in advance, to discuss the experts' on the assessment of the contributions in kind.
Decisions shall be passed in conformity with the quorum and majority required to this kind of assemblies. Shall be excluded from voting, contributors in kind even if they were subscribers to shares paid in cash or representatives of such subscribers. Such approval procedure is not obligatory in all cases where there are no contributors in cash apart from the contributors in kind.

Article 91 (As amended by the Law enacted by Decree No 9798 dated 4 May 1968)
The completion of the said formalities does not forbid any subsequent action for liability which may be jointly initiated, within five years from the date of incorporation, against the founders, the contributors in kind, the first members of the board of directors, the first control deputies and the experts in case of a substantial and intentional overestimation of the contributions in kind.

Article 92
In all cases, the Constituent Assembly shall verify if the required terms of incorporation were duly met according to the supporting documents.

Article 93
The Constituent Assembly shall appoint the first members of the board of directors if not appointed in the Articles of Incorporation of the company and the first control deputies. When in office, the company is henceforth incorporated. The first members of the board and first the control deputies are jointly liable for verifying the legal incorporation of the company.

Article 94
If the joint stock company was illegally incorporated, any concerned party may, within a period of five years, notify the company that the neglected formality must be completed.
If the company did not complete the required rectification within one calendar month, the concerned party may move for the invalidation of the company. The partners may not oppose nullity to third parties. The invalidated company shall be liquidated as a de facto corporation.

Article 95 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
In case of illegal incorporation of the company, the partners and third parties may file, in addition to the nullity lawsuit, the joint liability lawsuit against the first members of the board of directors, the first control deputies, the contributors in kind and the experts if the verification formalities were not faithfully and diligently carried out.

But the plaintiff must prove the causal connection between the flaw of the incorporation and the prejudice he sustained. The liability action shall have the same period set for invalidation lawsuit provided that it shall not be less than three years even if the flaw of incorporation has been rectified.

Article 96 (As amended by the Law enacted by Decree No 9798 of 4 May 1968)
Shall be liable to a fine of fifty thousand and up to five hundred thousands Lebanese Pounds those who, even in good faith, have deliver to subscribers final certificates of shares of a joint-stock company illegally incorporated, or who sell or participate in selling such shares, or publish officially the price of such shares provided at least that the flaw of incorporation is apparent

Article 97
Any party that commits a fraudulent act for the purpose of causing any subscription or payment of money shall be subject to swindling penalties.

Article 98
Following the incorporation of the company, the members of the board of directors shall proceed with the initial formalities of publication, the deposit at the clerk's office and the registration on the Register of Commerce required for all companies.

Article 99
The default of publication shall entail the same results as previously indicated that is the invalidation of the company or that of the omitted clause and the joint liability of the first members of the board of directors and the first control deputies who are in charge of verifying the validity of all formalities.

Article 100
The company shall be subject to a continuous kind of publication. Hence, the Articles of Incorporation of the company shall always be posted on the notice board at the company's offices. Any person may obtain a certified true duplicate of the Articles of Incorporation by paying a reasonable fee. All printed or written documents shall state the name of the company, its form, its capital and the paid portion of it.

Article 101 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
The members of the board of directors shall publish, every year, in the Official Gazette, in an economic and a local daily newspapers, two months following the approval of accounts by the general assembly, the balance sheet of the closed financial year as well as the names of the members of the board of directors and the control deputies.

Article 102 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
Members of the board of directors shall be liable to a fine of one and up to five hundred thousand Lebanese Pounds for not publishing the company's balance sheet and one thousand to one hundred thousand Lebanese Pounds for not posting the Articles of Incorporation of the company or inserting the required information on all documents issued by the company. If the aforementioned infringement was repeated, the fines shall be doubled.

Article 103 (As amended by Decree-Law No 54 dated 16 June 1977)
Joint-stock companies may issue shares, bonds and bonds convertible into shares. However, they may not issue founder-shares that is to grant the founders the right to profit sharing without any previous contribution to the capital.

Section 1: Shares

Article 104
Shares are equal parts of the company's capital. They are indivisible and represented by negotiable security that may be nominal, to order, or to bearer.

Article 105
The share generates specific rights such as: parts in dividends, the priority right of subscription upon increase of the capital, the right to recover the value of nominal shares, to share the company's assets, to vote in general assemblies and to transfer his shares.

Article 106
Dividends are taken from the net profits showed by a genuine balance sheet and which are still available after constituting the legal reserve funds stated in the Articles of Incorporation of the company.

Article 107 (As amended by the Law enacted by Decree No. 979 dated 4 May 1968)
any distribution of fictitious dividends shall involve the civil liability of the members of the board of directors towards whoever may be prejudiced therefrom. Liability of the control deputies is equally involved if they committed any mistake in their control duties.

Penal liability of such persons may be involved if the dividends are distributed without any balance sheet or according to a fraudulent inventory , balance sheet or a profit and loss account. They shall be subject to fraud penalties.

Article 108
Shareholders who cashed these dividends are not bound to refund them unless they acted in bad faith or committed an offence as serious as fraud.
The company or its creditors may file an action for recovery against the shareholders who shall return the unrightfully cashed amount plus interest as of the date of payment.
This action prescribes at the end of five years as of the date of distribution.

Article 109
Any sums, which are distributed in conformity with clauses of fixed interests paid to the shareholders under any circumstances and inserted in the company's overheads, shall not constitute fictitious profits.

However, such clause is not legal unless the rate of interest is not over four per cent and the maximum delay for the enforcement of such clause is five years. The paid interests shall be inserted as incorporation expenses in order to be amortized as expenses in the budgets including profits. Such clause shall be published in accordance with regulations otherwise it shall be invalid.

Article 110
Basically, the shareholders of the same company shall have the same rights and benefits.

However, unless expressly forbidden by the Articles of Incorporation of the company, preferred shares might be issued by resolution of the extraordinary general assembly deliberating as shall be indicated hereinafter. These shares give their holders a priority right to either collect some of the dividends, or recover the paid-in capital or both of these rights or any other material benefit.

Article 111
If any resolution of the general assembly is likely to reduce, in one way or another, the rights of a category of shares, such resolution is enforceable only following the consent of a special assembly of the shareholders of the category concerned. When deliberating, the special assembly shall abide by prerequisites of quorum and voting governing extraordinary general assemblies.

Article 112
If the capital of the company is increased by issuing new shares paid in cash, all shareholders of all existing categories shall have the right of priority to subscribe to new shares proportionately to the number of their old shares without any reduction. The Extraordinary General Assembly which approved the capital increase, shall take all necessary measures concerning the shares that remained after the distribution.

Article 113 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
This assembly may decide not to reserve the right of subscription to old shareholders, or to reserve it to them partially, or that such right will not be proportional to shares already held by them. In this case, any allotment of new shares, either to non-shareholders or to a category of privileged shareholders, shall be subject to the same verification process of contributions in kind. The verification shall involve all the shares of non-shareholders and, for shareholders, the excess of shares in proportion to old shares otherwise the capital's increase is invalid.

Article 114
In case of enough assets at the time of dissolution, any shareholder may refund the par value of his share, without prejudice to the right of priority of the preferred shares. The surplus shall be distributed among shareholders each according to his percentage of shares.

Article 115 (As amended by the Law dated 23 November 1948)
The company may amortize its capital by allocating a part of its profit to form reserve or amortization funds both created for that purpose. Amortization shall be effected according to the means stated in company's Articles of Incorporation or decided by the general assembly. Following redemption, the redeemed shares shall be substituted by dividend shares which entitle their holders to the same privileges of ordinary shares, except for the interest indicated in the company's Articles of Incorporation and the par value of the shares at the time of the dissolution of the company.

Article 116
Every shareholder may attend the different general assemblies that convene for the incorporation or the operation of the company. Any shareholder has the right to a number of votes equivalent to the number of his owned shares.

Article 117
However, any share that was fully paid and registered in the name of one owner for the last two years at least prior to the convocation of any assembly shall have two votes. Nominal shares, with respect to the aforementioned period, are presumed to be owned by the same holder when acquired by inheritance, donation or legacy.

Article 118
Without prejudice to the restrictions governing the initial and qualification shares of the members of the board of directors, any shareholder is totally free to surrender his share to another person who shall replace him in his rights and obligations in his capacity of partner.

However, the Articles of Incorporation of the company may stipulate that partners, a group of the Partners or the company itself shall have the priority right to buy shares provided that such right is exercised within the delays and according to the prices set in the Articles of Incorporation . However, such right may not be misused by suppressing the negotiable character of the share or by causing a serious prejudice to the shareholder. In exercising the priority right, the company may only use the reserve funds.

Article 119
In case the share was not fully paid up, the defaulting shareholder must do so whenever requested by the company. Previous owners of the share shall be jointly liable for the unsettled amount for a period of two years as of the date of transfer. The share shall be nominal until it has been fully paid up. Any clause in the Articles of Incorporation which is not in compliance with the provisions of the present article is invalid.

Article 120
The old shareholder who was forced to settle the remaining amount of the surrendered share shall legally substitute the company in all its rights and claims against all subsequent holders of the share.

Article 121
If the shareholder failed to pay, the company may sell the share at the stock-exchange market after notifying the defaulting shareholder who will be responsible for all risks and expenses resulting from the sale operation. If the selling price was less than the required price, the shareholder is bound to pay the difference.

Section 2: Bonds

Article 122 (As amended by Decree No. 9798 dated 4 May 1968)
The company may issue negotiable and indivisible bonds, having the same par value, in exchange of the sums borrowed from the subscribers.

The bonds may not be issued unless the whole capital was paid by the shareholders. Shall be fined between one hundred and three hundred thousands Lebanese Pound, the members of the board of directors or the managers who breach the provisions of the preceding paragraph by issuing or allowing the issuance of such bonds which are not valid.

Article 123
The bondholder is entitled to a fixed interest payable at set dates and to refund his capital out of the company's assets.

Article 124 (As amended by Decree-Law No. 54 dated 16 June 1977)
With due regard to the rules applied to real estate credit companies, the value of the issued bonds may not be the double of the existing capital of the company according to the last approved balance sheet.

Article 125
Even if the Articles of Incorporation of the Company provide for the issuance of bonds, such bonds may not be issued.

Article 126 (As amended by Decree No. 9798 dated 4 May 1968)
Prior to any publication preceding the issuing of bonds, the members of the board of directors shall insert in the Official Gazette as well as in an economic and a local daily newspapers, a notice including signature and address of each one of them otherwise they shall be liable to a fine of one hundred and up to five hundred thousands Lebanese Pounds.

The notice shall indicate in particular the date of the resolution of the general assembly which authorized the issuance; the number and value of the bonds to be issued; the rate of interest; the time, the conditions and the guarantees of settlement; the number of precedent issued bonds with their guarantees; the capital; the value of the contributions in kind as well as the clause of fixed interest and the outcomes of the last approved balance sheet.

Article 127 (As amended by Decree No. 9798 dated 4 May 1968)
The subscription form, the bond certificate as well as the posters, memoranda and prospectuses shall include the statements of the aforementioned notice, with reference to the numbers of issues of the newspapers where they were published.

Article 128
Subscribers for bonds may cancel their subscriptions if the aforementioned formalities were not carried out.

Article 129 (As amended by Decree No. 9798 dated 4 May 1968)
Members of the board of directors shall carry out the formality of entering every issuance of bonds on the Register of Commerce otherwise they shall be liable to a fine of fifty thousands and up to two hundred and fifty thousands Lebanese Pounds.

Article 130
If the bonds have not been initially fully paid up, and calls for payment were not answered, the company may sell them at the stock exchange market.

Article 131
Mortgage bonds may be issued according to the provisions of the High Commissioner's Order No. 77/L.R. of 26 May 1933.

Article 132 (As amended by Decree No. 9798 dated 4 May 1968)
Premium bonds must be duly authorized by the government based on the proposal of the Minister of National Economy.

Article 133
Bonds may be issued with refund premiums that are paid at the time when the bond is redeemed.

Article 134
Redemption of bonds shall be effected according to the terms laid down at the time of issue and the company may not postpone or advance the maturity date.

Article 135
Notwithstanding any clauses to the contrary, bondholders constitute a self-formed entity at every issue. Decisions of such entity taken by majority of votes are biding to all parties.

Article 136
After closing the subscription, the issuing company shall convene the general assembly of bondholders, who shall approve the Articles of Incorporation of the group and appoint its representatives.

Article 137
Whenever it is deemed necessary, the general assembly of bondholders may be convened either upon request of its representatives or by a group of bondholders representing 1/20 of the bonds' value or upon the request of the joint-stock company.

Article 138 (As amended by Decree No. 9798 dated 4 May 1968)
The general assembly shall be convened following two consecutive insertions in the Official Gazette and in an economic and a local daily newspapers. The insertions, separated by a lapse of eight days, shall include all issues on the agenda. Deliberations are limited only to those issues.

Article 139
Quorum and voting shall be governed by the provisions of articles 193 and 195 concerning shareholders' general assemblies.

Article 140
Representatives of the bondholders group may take all preventive measures to protect their rights.

Article 141
However, any measure aiming at extending the delays of payment, or reducing the interest rates or the debt's capital, or its securities and, in general, any measure sacrificing the rights of bondholders, shall only be taken by their general assembly according to the terms of legal quorum set forth in the first paragraph of article 193 and by the majority of the two-thirds of the attending or represented bondholders.

Article 142
Representatives of bondholders may attend the general assemblies of shareholders after having received the same communications as shareholders without however having any voting powers during deliberations.

Article 143
If a company has been paying interests or dividends of shares or bonds or any other securities paid by way of voting, it may not recover the above sums when the bond is submitted for settlement notwithstanding any clause to the contrary.

Section 3: Bonds Convertible into Shares (As added by Decree-Law No. 54 dated 16 June 1977)

Article 1
Bonds convertible into shares, issued by joint-stock companies, are subject to the provisions of section 2 of the present chapter and to the provisions hereinafter. Their value shall not exceed the double of the company's capital.

Article 2
The issuance of bonds convertible into shares must be approved by the extraordinary general assembly especially held for that purpose. The board of directors shall submit to the extraordinary general assembly a report along with the special report of the control deputies setting the dates of issuance and conversion.

The report of the board of directors shall state the reasons for the issue of such bonds, the bases governing their conversion and the delay or delays to exercise such right. In case shareholders are requested to abrogate their right of priority to subscription to the bonds to be issued, the board of directors shall state in its report the reasons of such abrogation, the price of bonds, and the bases for assessing such price.

The report of the control deputies shall state their views on the bases proposed by the board of directors for the conversion of bonds into shares and, if need be, their views on the request for the abrogation of the shareholders' right of priority to subscribe to bonds convertible into shares. The resolution of the extraordinary general assembly shall be taken by the majority of votes provided for under articles 193 and 195 of the Code of Commerce.

Article 3
Shareholders shall have the right of priority to subscribe to bonds convertible into shares according to the provisions of articles 105 and 112, unless a decision to the contrary is adopted by the general assembly held in conformity with the provisions of article 2 of the present section. Approval to issue bonds convertible into shares without limiting subscription right to shareholders, entails legally the waiver of the shareholders of their priority right to subscribe to the shares that may be issued following the conversion of the bonds.

Article 4
Upon issue, the value of bonds convertible into shares may not be less than the par value of the shares of bondholders should they choose to convert them into shares.

Article 5
Conversion of bonds into shares may take place only by the holders' will and according to the conditions set forth in the scheme of issuance.

Article 6
The scheme of the conversion of bonds into shares shall set the time when the conversion option may be exercised. Conversion shall be effected either within a determined period(s) or at any other moment.

If the bond is convertible at any moment, the bondholder may not request its conversion into a share after a period of one month dating from the maturity of the bonds or the maturity of the first installment in case the value of the bond is settled by installments. Likewise, in case conversion is possible at any moment, the board of directors may, in case of an increase of the company's capital or a merger, suspend the exercise of the right of conversion of bonds into shares for a period that shall not exceed three months.

If the company issuing the bond requested a composition, the delay for filing applications for the conversion of bonds into shares is open as of the date of the final decision approving the composition. Any bondholder may call for conversion according to the set in the schemes of composition.

Article 7
As of the date of approving the issue of bonds convertible into shares by the extraordinary general assembly and throughout the period of the existence of such bonds, the Company may not amortize or reduce its capital or modify the mode of profit distribution. In due to losses the capital is decreased by reducing the number or the par value of the shares, the rights of the bondholders are reduced if they chose to convert their bonds into shares as if they were shareholders at the time when the bonds are issued without any need to a resolution by the assembly of bondholders.

Article 8
As of the date of approving the issue of bonds convertible into shares by the extraordinary general assembly and throughout the period of the existence of such bonds, the company may not issue any shares that may be settled in cash, or any new bonds convertible into shares, or add up any reserve funds, profits or premiums on issue to the capital or distribute any reserve funds unless the rights of bondholders who may opt for the conversion of their bonds into shares are protected.

According to the conditions set forth under articles 9, 10 and 11 hereinafter, the company shall, for this purpose allow, each case separately, the bondholders who have chosen to convert their bonds into shares to subscribe without any reduction to the new shares or convertible bonds, to acquire new shares free of charge, obtain cash or bonds equivalent to those distributed according to the same quantities, proportions and conditions, except the right to enjoyment, as if they were shareholders at the time when the operations of issue, adjoining, or distribution are effected.

In case of issue of shares that may be subscribed to in cash, or the issue of new bonds convertible into shares and if the general assembly of shareholders decide to abrogate the preferential right to subscription, such decision shall be approved by the general assembly of convertible bondholders.

Article 9
The measures stated hereinafter hall be taken by the company in case of issue of shares that may subscribed to in cash or the issue of new bonds convertible into shares:

First: If conversion may only take place during a determined period or periods of option, the company must, at the opening of each of those periods, decide on an additional increase of its capital or of the convertible bonds. Such additional increase shall be intended to bondholders who might opt for conversion of their bonds into shares and those who might request additional new shares or additional bonds convertible into shares.
Second: If conversion may occur at any moment, the company shall offer to the bondholders who might request the conversion of their bonds into shares, to subscribe to new shares or to new bonds convertible into shares.

The calculation of the amount of the additional increase to capital, or of the amount of the additional issue of convertible bonds, or of the number of the new shares, or of the number of the new bonds convertible into shares, shall be effected in a way that will enable bondholders, who might opt for conversion, to subscribe to the new shares or to the new debentures convertible into shares according to the same quantities, proportions, prices and conditions, except for the right of enjoyment, as if they were shareholders at the time when these issues occurred.

If the bonds are convertible at any moment and if the bondholder who opts for conversion disposes of a number of debentures comprising a fraction, the value of that fraction is paid in cash, taking into consideration henceforth the difference between the value of the new share or the new convertible bond and the subscriptions price.
In case bonds are accepted at the Stock Exchange, such difference is calculated according to the price recorded on the Exchange Market prior to the request of conversion.

Otherwise, difference shall be calculated in conformity with the clauses of the issuing contract taking into consideration, either the prices listed on the daily bulletin of quotation of unaccepted shares or the net assets of the company and the outcome of its operations in conformity with the conditions set forth in the scheme of issuance.

Article 10
If the company added up reserve funds, profits or premiums on issue to the capital or if in case of distribution of reserves funds, the company shall transfer into a blocked reserve account the portion of the reserve funds, the profits or premiums on issue allocated to the bondholders, so that the bondholder who opts for conversion shall have obtain, according to the case, either the same number of free shares, or the same amount, or the same bonds, as if he was still a shareholder at the time when the addition or distribution operations are performed.

If the increase of capital is achieved by increasing of the par value of the existing shares, the value of the shares granted following conversion shall be increased in the same proportion. If the company should distribute the reserve funds to its shareholders under the form of shares or loan bonds in its possession, the company should retain a sufficient number of these distributed financial securities to enable the holders of the issued bonds, who might opt for conversion into shares it has issued, to satisfy their due rights.

Article 11
If the company should perform more than one of the operations set forth under articles 8, 9 and 10, it must comply, for each of the said operation, with the stipulated provisions without prejudice to the rights likely to be generated for bondholders, either by the shares resulting from the conversion, or by the shares subscribed for in cash, or by the free shares, or the convertible bonds obtained following the increase of capital, or from the bonds convertible into shares, in case they should opt for conversion.

Article 12
If the company issues bonds convertible into shares at any moment and decides to perform any operation other than the ones provided for under articles 8, 9 and 10 above and by which it shall grant a right of subscription to shareholders only, it should advise the bondholders by a notice published in the Official Gazette, an economic and local daily newspapers, one month at least prior to the date set for performing the planned operation.

Notice shall indicate:
1. The company's name.
2. The form of the company.
3. The capital of the company.
4. Address of its head office.
5. The registration number at the Register of Commerce.
6. Description of the planned operation and the type of shares to be issued, the par value of the shares, the amount due for payment upon subscription, the amount allowed for subscription and the conditions governing the exercise of such right.
7. The end of the period during which bondholders are allowed to convert their bonds if they wish to participate in the planned operation.

When the board of directors decide to suspend the exercise of the right of conversion in conformity with the provisions of the penultimate paragraph of article 6 above, the holders of convertible bonds shall be advised fifteen days at least in advance by an announcement published in the Official Gazette, in an economic and local daily newspapers.

Article 13
Shares obtained by bondholders as a result of converting their bonds shall benefit of the dividends distributed for the financial year during which application for conversion has been filed.

Article 14
The increase of capital resulting from the conversion of bonds into shares shall not necessarily require carrying out the formalities stipulated by law upon increase of the capital of joint-stock companies. The increase is final when the application for conversion with the subscription certificate are filed.

Within a period of one month as of the date of closing the accounts of each financial year, the board of directors is in charge of checking the number of shares issued by conversion of bonds in the course of the year that ended, as well as the par value of these shares. The board must also insert the required modifications concerning the company's capital and the number of shares representing it in the Articles of Incorporation, register such modifications in the records of a notary public, carry out the necessary formalities of publication and deposit at the Register of Commerce, as well as any other publication measures and procedures required by law.

Article 15
As of date the issuance of bonds convertible into shares and throughout the period of existence of such debentures, any joint venture or any merger of the issuing company with one or several companies to form a new company shall be subject to the prior consent of the assembly of bondholders concerned. If such joint venture or merger is not approved by the said assembly, and in case the required quorum was not met, such approval is not required. The decision of the board of directors to dispense of the approval of the bondholders' assembly shall be immediately published in the Official Gazette, an economic and local newspapers. However, the general assembly of bondholders may decide, by the relative majority of attending members, irrespective of their number, to assign representatives to oppose the projected operation.

Opposition shall be filed to the commercial Court at the place of the company's head office within the month following the last publication formality provided for in the first paragraph above. The Court may, in this case, either reject the opposition, or engage the issuing company to pay the value of debentures, or engage the merging company to provide guarantees, if the said company offered such guarantees and the judge deemed that they are quite sufficient.

In case of non-enforcement of the Court's order providing for the payment of debentures or the provision of guarantees, the joint venture or merger is ineffective against the contesting bondholders.

Filing of the opposition provided for in the third paragraph above shall not impend the achievement of the projected joint venture or merger.

Article 16
Holder of convertible bonds may convert them into shares of the merging company or of the new company, as the case may be, either during the periods of option provided for in scheme of issue, or at any other moment without prejudice to the aforementioned provisions of articles 6 and 7.
The bases of conversion are set by rectifying the exchange proportion stated in the scheme of issue with regard to the proportion adopted to exchange the shares of the issuing company against shares of the merging or new company to enable the bondholders who opt for conversion, to obtain a number of shares of the merging or new company in proportion to the number of shares they were entitled to in the issuing company. When necessary, the capital's increase achieved by the issuing company prior to the date of joint venture or merger, and the capital's increase achieved by the merging company or the new company following the date of joint venture or merger shall be taken into consideration and always without prejudice, as the case may require, and if need be, to the provisions of articles 8 to 13.

Article 17
The general assembly of the merging company or of the new company shall decide whether to approve of the joint venture or the merger and to waive the preferential right to subscription mentioned in the-second paragraph of article 3 above in the light of the report of the expert appointed to evaluate the contributions and the reports of the board of directors and the control deputies mentioned in the precedent article 2.

Article 18
The merging company or the new company shall subrogate the issuing company in all its obligations whether this may concern the periods of conversion, the unauthorized operations, or the measures required to protect the rights of bondholders, in conformity with the provisions mentioned in the present section.

Article 19
Any decisions which do not comply with the provisions of the present section are invalid.

Section 1: Members of the Board of Directors

Article 144 (As amended by the Law enacted by Decree No 9798 dated May 4, 1968)
The management of a joint-stock company is entrusted to a board of directors consisting of three members, at least, and twelve at most. Without prejudice to what could be provided by special legislation for certain joint-stock companies, the majority of the members of the board of directors must be Lebanese. The board of directors must appoint one of its members for the chairmanship.

Article 145
Members of the board of directors shall be paid by a fixed yearly salary or tallies for each attended meeting or by a percentage of the net profits or by a combination of those different advantages.
The profits out of which the percentage of the members of the board of directors is taken shall only comprise the net proceeds of the investment constituting the object the company. Thus such profits shall not include the proceeds of the securities' portfolio unless exceptionally and by special resolution of the general assembly which is renewable every year.

Article 146 (As amended by the Law dated 23 November 1948)
The members of the board of directors shall be elected by the general assembly of shareholders. However, the first members of the board of directors may be appointed by the Articles of Incorporation of the company.
If the period falling between two annual general assemblies, the number of the members in office is less than the half of the minimum provided for in the Articles of Incorporation or less than three, because of death, resignation or any other reasons, the remaining members shall call for the general assembly within a maximum period of two months to fill the vacant seats.

Article 147 (As amended by Decree No. 14028 dated 16 March 1970)
The general assembly shall elect the members of the board of directors among shareholders holding the minimum number of shares as set forth in the Articles of Incorporation of the company. Such shares shall remain registered bearing the "inalienability " stamp and deposited at the company's safe to guarantee the liability of their depositors for any personal or joint liability in mismanagement.

Article 148 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
No one may be elected as a member of the board of directors if he declared bankruptcy and has not been discharged for a period of ten years at least, or if he was convicted in Lebanon or abroad, for a period of less than ten years, for committing or attempting to commit a felony or a misdemeanor liable to the penalties of forgery, theft, fraud, mistrust, embezzlement of funds or assets, or for issuing bouncing cheques in bad faith or for impairing the financial standing of the State in the sense of the provisions of articles 319 and 320 of the Penal Code, or for concealing goods acquired through these crimes. The same conditions shall apply to representatives of artificial persons within the board of directors.

Article 149
The members of the board of directors who are appointed by the Articles of Incorporation of the company shall serve for a maximum period of five years and for a maximum period of three years if appointed by the shareholders' assembly. They might be reelected. The Articles of Incorporation may provide for the partial renewal of the board.

Article 150
Notwithstanding any clause to the contrary, the members of the board of directors may be dismissed without any reason.

Article 151
If the dismissal is decided by the general assembly of shareholders without being included on the agenda, such resolution is not enforceable unless it is approved by a new assembly which agenda includes the said issue. The second assembly shall be convened by the control deputies, within a period of two months as of the date of the first assembly. One of the control deputies shall act as the chairman of the meeting.

Article 152
Any change in the board shall be inserted by the members on the Register of Commerce.

Article 153 (As amended by Law enacted by Decree No. 9798 dated 5 May and by Decree-law No. 54 dated 16 June 1977)
The chairman of the board of directors shall act as a general manager or otherwise suggest the appointment of a general manager who will be working for his account and under his personal responsibility.
The chairman of the board of directors may appoint an advisory committee formed either of members of the board or managers appointed from outside the board, or both.
The members of such committee shall be in charge of studying the matters referred to them by the chairman. However, the committee's opinion shall not be binding to the chairman or the board.

If the chairman is temporarily unable to perform his duties, he may delegate any member of the board to carry out all or part of his duties provided that such delegation is always for a limited period of time.
If the chairman is permanently unable to carry out his duties, the board of directors may consider him as resigned and proceed with the appointment of another one.

The members of the board of directors may fill administrative posts in the company for a salary fixed by the board. However, they shall not benefit of the provisions of the Code of Labor, unless they have been employed by the company for a period of two years at least as of the date they were appointed as members of the board.

Article 154 (As amended by the Law dated 15 February 1957)
No one may act as a chairman of board of more than four companies and on condition that he should appoint a general manager for two at least of the four companies. No one may act as member of board in more than six companies located in Lebanon .The said number is reduced to two boards for persons who are over seventy years old. Chairmanship or membership in boards of various insurance companies having the same style is considered as one chairmanship or membership.

Article 155 (As modified by the Law dated 23 November 1948)
The chairman of the board is considered as a trader in enforcement of article 135 only in the following cases:

- The Trade Court may order the canceling of rights attached to bankruptcy if the company declared bankruptcy and such bankruptcy was due to fraud or to serious mismanagement of the company's affairs.
- If all or a part of the duties of the chairman are delegated to one member of the board of directors in the case indicated in article 153, such member shall assume on behalf of the chairman the liabilities defined in the present article in the limits of the delegated duties.

Article 156 (As amended by the Law dated 23 November 1948)
The attendance or representation of at least half of the members is required for the validity of the board's resolutions. Any member may be represented by one member only.

Article 157 (As amended by Decree No. 9798 dated 4 May 1968)
The board of directors shall be fully empowered to enforce the resolutions of the general assembly and to carry out all activities required for the usual functioning of the company and which are not categorized as daily activities. Such powers are only restricted or limited by the provisions of the law or the Articles of Incorporation of the company.

The chairman of the board of directors and, if need be, the general manager or the delegated member, according to paragraph 4 of article 153, shall represent the company towards third parties , enforce the resolutions of the board and manage the company's daily activities as indicated in the Articles of Incorporation of the company or by usage, under the supervision and control of the board of directors. The board of directors may, for a short and limited period, delegate a part of its powers to its chairman or to the deputy general manager provided that such delegation shall be published in the Register of Commerce.

The company is liable for the acts of its representatives performed within the scope of their powers. Beyond that scope, it shall be liable only for the acts which are authorized or approved by the shareholders' general assembly.

Article 158 (As amended by Decree No. 9798 dated 4 May 1968)
Any deal concluded between the company and a member of the board of directors is subject to the prior approval of the general assembly, whether such deal is transacted directly or through a middleman. Are excluded from the provisions of the present article, any ordinary acts involving operations between the company and its clients.

Is subject also to the prior authorization of the general assembly, any deal between the company and another establishment if one of the members of the board of directors was the owner, a joint partner, manager or a member of the board of directors of the said establishment. The member who meets one of these cases should advise the board of directors of such situation.

The board of directors and the control deputies shall submit separately to the general assembly a special report on the transactions to be concluded. The general assembly shall take its decision in the light of these two reports and the authorized transactions may only be disputed in case of fraud. Authorization shall be renewed every year if it concerns transactions involving long-term consecutive obligations.
The members of the board of directors may not obtain from the company, in any manner whatsoever, any loan, uncovered current account, surety or any other guarantee of bills of exchange against third parties unless they are artificial persons. Such prohibition does not apply to banks if the aforementioned operations fall within the normal activity of these banks.

Article 159
Members of the board of directors may not take part in the management of a similar company without a special authorization renewed every year.

Article 160
The members of the board of directors may not take any interest in any company, association, syndicate or group performing any operations schemed to affect the stock exchange market prices of securities issued by the company of any type whatsoever.

Article 161
The members of the board of directors shall prepare, at the end of the first six months of every financial year, a summary statement of the liabilities and assets of the company and at the end of the year, they shall draw up the inventory, the balance sheet and the profit and loss account.

Article 162 (As amended by the Law enacted by Decree No. 9798 dated 4 May, 1968)
The balance sheet must be clear and methodical. The control deputies shall include in their report any special explanations pertinent to any change occurring from one year to another in the method of drawing or presenting the budget.

Article 163 (As amended by the Law enacted by Decree No. 9798 dated 4 May, 1968)
The balance sheet shall comprise all the clauses defined by special decree and must mention, in all cases, the number of stocks owned by the company in other enterprises either in the form of shares, or any other form. It must also insert the loans granted to subsidiary companies.

Article 164
The members of the board of directors shall convene general assemblies of shareholders.

Article 165
Members of the board of directors must form the reserve funds, by taking ten per cent of the net profits, until the reserve fund is equivalent to one-third of the company's capital.

Article 166
The members of the board of directors are liable, even towards third parties, for all fraudulent acts and all infringements to the law and the Articles of Incorporation of the company.
Lawsuits open to aggrieved parties are personal and may not be suspended, even in relation to shareholders, by a vote of the general assembly discharging the members of the board of directors.

Article 167
The said members of the board of directors are also liable towards shareholders for their mismanagement.
As a general rule, the members of the board of directors are not liable for their mismanagement towards third parties. However, in case of bankruptcy or liquidation by court order and deficiency in the company's assets, the commercial Court may, upon request of the syndic, the official receiver, the Public Prosecutor, or even automatically, order that the company's debts shall be assumed by the members of the board of directors or any other persons entrusted with the management or the control of the company. The Court shall fix the sums for which they are liable and order whether there is joint liability or not. In order to clear their liability, they must prove that in their management of the company's business they acted in the same diligence of a remunerated proxy.

Article 168
The company may take action against the members of the board of directors according the first paragraph of the preceding article. However, if the company did not exercise such right, any shareholder may substitute the company for that action within the limit of his interest in the company.

Article 169
In order to be pleaded, the final discharge must always be preceded by the statement of the company's account and the report of the control deputies. Such discharge shall only cover acts of management known by the general assembly.

Article 170
Liability may be either individual proper to one member of the board of directors, or joint. In this last case, the members of the board shall be jointly liable for the payment of indemnity unless a group of them has objected such resolution, which was taken despite the objection, and inserted the said objection in the minutes. The liability of each responsible party shall be made according to his part in the committed fault.

Article 171
Action for liability shall prescribe within a period of five years as of the date of the meeting of the general assembly during which the members of the board of directors have submitted the account of their management.

Section 2: Control Deputies

Article 172
The constituent general assembly and later the following ordinary general assemblies shall appoint one or several control deputies who shall be in office for a period of one year only. However, they may be reelected.

Article 173
The control deputies shall be joined by an additional control deputy who shall be selected from the panel of chartered accountants-of the Court of first instance and shall have the same powers and salary. He shall appointed by order of the presiding judge of the Court at the place of the company's head office upon request of the board of directors within the two months following the incorporation of the company.
The said order shall then be ruled every year, within the month following the meeting of the ordinary general assembly.

Article 174
The control deputies shall constantly control the company's operations. They may request to review all deeds, accounting documents and to oblige the members of the board of directors to provide such information. They shall have in their hands the inventory, the balance sheet and the profit and loss account fifty days, at the latest, prior to the general assembly's meeting.

Article 175
The control deputies shall draw a report to the general assembly on the situation of the company, its balance sheet, and the accounts submitted by the members of the board of directors and the suggestions concerning the distribution of dividends. If the report is not submitted, the resolution by which the general assembly approved the accounts is null.

Article 176
Control deputies must call for the general assembly whenever the members of the board of directors fail to do so in the cases specified by the law and the Articles of Incorporation of the company. They may convene such assembly whenever such convocation is deemed useful. However, such convocation is obligatory if requested by a group of shareholders representing the fifth of the company's capital.

Article 177
The control deputies may not have any interest with a group whose purpose is to affect the prices of a category of the company's securities in the Stock Exchange Market.

Article 178
The control deputies shall be liable, either individually or jointly, and even toward third parties, whenever a control offence is committed without prejudice to the five-year time limit.

Section 3: General Assemblies of Shareholders
Article 179
The shareholders' general assemblies are: the constituent general assembly, the ordinary general assembly and the extraordinary general assembly.

Article 180
The ordinary and extraordinary general assemblies are usually convened by the members of the board of directors and the founders are in charge of calling up the constituent general assembly. Control deputies may replace the members of the board of directors in the aforementioned cases.

Article 181
Any shareholder unable to attend the assembly may be represented provided that the representative is a shareholder himself, except for the legal representatives of incompetent persons.

Article 182
An attendance sheet shall indicate the names and addresses of the present and represented shareholders, the number of shares owned by each one of them and the number of votes relating to these shares. Such sheet shall be deposited at the company's head office and communicated to any applicant proving that he is a shareholder.

Article 183
A Steering Bureau shall be set up and formed at least of a chairman and a secretary.

Article 184
The assembly may only discuss the issues inserted on the agenda without prejudice to any contingencies or emergencies that may occur in the course of a meeting.

Article 185
Any shareholder, irrespectively of the type of shares he owns, may cast his vote even if he holds a temporary share certificate only.

Article 186
Without prejudice to the right of doubling the votes of those who have been holding nominal shares for two years at least as stated above, each shareholder shall have as many votes as the number of owned or represented shares, without limitation thereon, unless such limitation is expressly provided for in the Articles of Incorporation of the company, and on condition that such limitation is similar for all categories of shares.

Article 187 (As amended by the Law dated 23 November 1948)
The shareholder may not vote in his personal name or by proxy, if the matter to be voted involves a personal benefit to be granted to him or a dispute with the company and if the Assembly is to decide on such dispute.

Article 188
Representatives of debenture-holders attending the assembly shall have no voting rights.

Article 189
If secret ballot is requested by a shareholder, such ballot is obligatory for any matters having a personal character such as the dismissal of the members of the board of directors or defining their liability.

Article 190
If the information pertinent to the issues discussed is deemed to be insufficient in the opinion of the present shareholders, the meeting shall be deferred to eight days provided that such postponement is requested by the quarter of the members at the meeting.

Article 191
The member of the steering bureau shall draft and sign the minutes of the assembly's meeting.

Article 192
The decisions duly taken according to the conditions of quorum and majority proper to each assembly, without any fraud or misuse of authority, are binding to all shareholders even the absentees and dissidents.

Article 193 (As amended by Decree No. 9798 dated 4 May 1968)
Deliberations of the constituent general assembly are valid only if such assembly is formed of shareholders representing the two third of the company's capital at least. In case the quorum was not formed, a new assembly may convene following two insertions made, at a week's interval, in the Official Gazette, an economic and local daily newspapers. Convocation shall state the agenda and the results of the previous assembly.

Deliberations of such assembly are valid only if it is composed of shareholders representing at least fifty per cent of the company's capital. If such quorum is not secured, a third assembly representing one third of the company's capital only, may convene.

Article 194 (As amended by Decree No. 9798 dated May 4 1968)
As for the verification of contributions in kind, quorum must be calculated exclusively based on the number of shares subscribed or held by shareholders irrespective of contributors in kind.

Article 195 (As amended by the Law dated 23 November 1948)
resolutions are passed by the two-thirds majority of the attending or represented shareholders during the assemblies referred to in articles 193 and 194.

Article 196
The ordinary general assembly is held every year at the end of the financial year to decide on the accounts presented by the members of the board of directors, the distribution of dividends, the appointment of new control deputies, and new members of the board of directors at the end of their term.

The said assembly may also convene in the course of a financial year in case of any unexpected circumstances, provided that the purpose of its meeting does not involve the modification of the Articles of Incorporation of the company.

Article 197 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
All shareholders and bondholders may examine, at the company's head office, the inventory, the balance sheet, the Profit and Loss Account, the list of shareholders, the reports of the board of directors and control deputies, the funded profit and loss account and the balance sheet if any, and the report of the control deputies in that regard within fifteen days prior to the meeting of the annual general assembly. In case they were denied that right, deliberations of the assembly are not valid. The members of the board of directors are required to complete the list of shareholders gradually according to the deposit of shares to bearer.

Any party concerned may take or request, at its own expense, copies of the foregoing documents except for the inventory. The company may only charge against such copies the fees as set forth in the price-list of the Ministry of National Economy.

Article 198
The ordinary general assembly is to be composed of a number of shareholders representing one-third of the company's capital at least. If such quorum is not formed, a second assembly shall convene, and its deliberations are valid, irrespective of the represented portion of the capital.

Article 199 (As amended by the Law dated 23 November 1948)
Except for any provisions to the contrary, resolutions are passed by absolute majority of the number of attending or represented shareholders.

Article 200
Extraordinary general assemblies shall debate any amendments to be introduced to the Articles of Incorporation of the company.

Article 201 (As amended by the Law dated 23 November 1948 and by Decree-Law No. 54 dated 16 June 1977)
Without prejudice to the provisions of article 80 and the rules set hereinafter, extraordinary general assemblies may modify all clauses of the Articles of Incorporation of the company. However, it shall not change the nationality of the company, increase the shareholders' obligations or impair the rights of third parties.

Article 202 (As amended by the Law dated 23 November 1948)
For the resolutions involving the modification of the company's object or form, the required quorum shall always represent the three-quarters of the company's capital at least.

Article 203
The required quorum for any other modifications authorized by the law in the three consecutive general assemblies, which convene in the same form of a constituent general assembly, shall represent the two-thirds of the capital in the first assembly, half of it in the second and the one-third in the third one.

Article 204 (As amended by the Law dated 23 November 1948)
In extraordinary general assemblies, resolutions are passed by a majority representing the two-third of the shareholders attending or represented.

Article 205 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
The original shares' value shall be fully paid prior to any increase of the Company's capital.

Article 206 (As amended by the Law enacted by Decree No. 9798 dated 4 May 1968)
The legal rules governing the incorporation of joint-stock companies shall be observed with respect to new issued shares. Shall be applied also the same penalties related to the cancellation of capital's increase, the fines, the liability of the members of the board of directors in office at that time, the shareholders whose contributions have not been duly approved, the control deputies and the experts.

Article 207
If the old shareholders did not subscribe to the new shares, despite their priority right, and that the company had the reserve fund, such shares shall be issued at a price higher than their registered value. The said increase shall correspond to the contribution in reserve funds.

Article 208
Reduction of the company's capital may be voted only without prejudice to third parties' rights. Therefore, the decision of reduction by the general assembly may not be enforced unless it was published in the Official Gazette and has not been opposed by the creditors within a period of three months. In case of opposition, the decision of reduction shall be deferred until the Court has decided whether such reduction shall or shall not impair third parties ' rights.

Article 209
The members of the board of directors are liable for any illegal capital's reduction that occurs when the company buys its own shares and settles their price out of its capital or its legal reserve funds.

Article 210
The merger of several companies shall be decided by the extraordinary general assembly of each of these companies.

Article 211
In case a new company is created by the merger of the old companies, the provisions governing the incorporation of companies shall be observed. Publication formalities for early dissolution of old companies and formalities of incorporation of new companies shall be completed.

Article 212
In case of a take-over of one company by another, the annexed company shall publish its early dissolution. The annexing company shall comply with the rules of substance and form governing capital increase.

Article 213
Provisions governing the protection of third parties ' rights upon capital reduction are enforceable on any decision of merger or a take-over.

Article 214
According to the legal terms governing the deliberations of general assemblies, any decision unduly taken is null whenever it is established that such infringement has actually altered the obtained result. All interested parties may invoke such nullity. The effect of nullity ceases by rectification of the deliberations or by the lapse of one year as of the date of the assembly's meeting.

Article 215
Shall be subject to the penalties of fraud and without prejudice to the payment of damages, all those who, in a general assembly of shareholders or bondholders, shall fraudulently create or attempt to create a factitious majority, either by pretending to be the owners of securities belonging to rightful claimants who cannot vote, or by triggering others to vote in a specific way by promising others special advantages or by abstaining from voting, or by using powers as gained by money or by any other illegal means. Accomplices in such dealings shall be liable to the same penalties.

Article 216 (As amended by the Law dated 23 November 1948)
Joint-stock companies may be dissolved at the end of their term or upon completing or the impossibility of completing the project for which they were incorporated.
They are equally dissolved by the will of the partners expressed in a general assembly according to the terms provided for under articles 202 and 204 or in all the specific cases referred to in the Articles of Incorporation of the company.
In case of loss of three-quarters of the company's capital, the members of the board of directors shall convene a general assembly to decide if the situation calls for an early dissolution of the company, the reduction of capital or any other appropriate measure.

Article 217
At all events, if the members of the board of directors have neglected to convene the assembly, or the assembly was not held because the legal quorum was not constituted, or if the assembly rejected the dissolution of the company, each shareholder shall reserve the right to refer the case to Courts.

Article 218
Irrespectively of the decision taken, it must be published.

Article 219
In principle, liquidation shall take place in accordance with the provisions governing general partnerships.

Article 220
If the liquidators are not appointed by the Articles of Incorporation of the company, they shall be appointed by a vote of the ordinary general assembly, if the case does not concern an early dissolution of the company otherwise liquidators shall be appointed at the same time by the extraordinary general assembly. If the general assembly fails to reach a decision, they shall be appointed by Court order.

Article 221
The control deputies, joined by the expert appointed by the Court, shall remain in office and assume the control of the liquidation.

Article 222
The liquidators shall receive the management accounts undertaken by the members of the board of directors since the last balance sheet approved by the general assembly until the opening of liquidation. They shall approve them or submit to the Court any difficulties that might arise.

Article 223
If the liquidation lasts for a period of more than one year, the liquidators shall strike and publish the annual balance sheet.

Article 224
At the end of liquidation, the liquidators shall strike the final balance sheet that shall apportion to each shareholder his share in the distribution of the company's assets.

Article 225
The control deputies shall draft a report on the accounts submitted by the liquidators. The ordinary general assembly shall approve the report and give final discharge to the liquidators or contest it and the issue shall be referred to Court.