MODEL

PUBLIC LIMITED COMPANY WITH BOARD OF DIRECTORS

Between the undersigned:

- M ...(provide identity and address)

- M ...(indicate identity and address)

It is established as follows that it follows the statutes of the public limited company that will exist between them and all.
other shareholders who may enter the company later.

First article: Shape

A corporation is formed between the undersigned which will be governed by the Uniform Act of
the OHADA relating to the law of commercial companies and the GIE, and all subsequent texts
complementary or modifying.

Article 2: Name

The company is named ' ... '

Eventually: Its acronym is: ' ... '

The company name must appear on all acts and documents issued by the company and
intended for third parties, including letters, invoices, announcements, and various publications.
It must be preceded or immediately followed by an indication in readable characters of the
form of the company, the amount of its share capital, the address of its registered office and the
mention of its registration in the commercial and movable credit register.

Article 3: Object

The company aims to... (reproduce the company's object here).

And all financial, commercial, industrial, movable and real estate operations,
that can be directly or indirectly related to the above object or to all objects
similar or related, likely to promote its extension or development.

Article 4: Registered office

The registered office is located at ...(exact and complete address indicating the geographical location of the
city).
It can be transferred within the borders of the territory of the same State Party by decision of
Board of directors that amends the bylaws accordingly, subject to ratification
by this decision at the next ordinary general meeting.

Duration

The company has a duration of ... years (maximum 99 years), except for early dissolution or extension.
Article 6: Financial Year

The social exercise begins on January first and ends on December thirty-first of
every year.
By exception, the first financial year will end on ...

NB: According to Article 7 of the Uniform Act relating to accounting law, the duration of the financial year
is exceptionally less than twelve months for the first financial year beginning during the first
semester of the calendar year. This duration can be more than twelve months for the first fiscal year
started in the 2nd semester of the year.

Article 7: Contributions

During the formation of the company, the following was contributed:

I - Cash contributions

Identity providers Amount contributed in cash

……. FCFA …….

……. CFA franc…….

CFA Franc………..

The cash contributions of FCFA ... (in words) correspond to ... shares of FCFA ...
each, subscribed and released (in full or from 1/4, from the 112 etc .. .) as it results from
certificate of the depositary established on ... by ...
The corresponding amounts have been deposited for the account of the company (specify the
bank).
The release of the surplus, namely FCFA ... per share, will take place under the conditions provided in
article 11 below:

II - Contributions in kind

M ..., by committing to all ordinary and legal guarantees, contributes to the company of ...
(designation and terms of the contribution).

In compensation for this contribution, valued at ...(in words)FCFA, Mr. ... is awarded ... shares.
This assessment was made in light of the report from Mr. ..., commissioner for contributions, appointed
the unanimous agreement of the future partners or failing that by the president of the competent jurisdiction to the
request from the founders or one of them) dated ..., filed at the future headquarters on ...,
and one copy is attached to these.

III - Recap of contributions

1. Cash contributions for a total amount of ... FCFA ...

2. Contributions in kind for a total amount of ... …..

So altogether... FCFA .....

(... amount in letters...) corresponding to the amount of the capital.
Article 8: Share capital

The share capital is set at the sum of ... (in words) FCFA, divided into ... shares of ...
Letters) FCFA each, all of the same category (if there are multiple categories of shares,
indicate the distribution by category.

Article 9: Modification of capital

The share capital can be increased, reduced or amortized under the conditions provided by law.
The share capital can be increased either by issuing new shares or by increasing it.
of the nominal amount of existing shares.
New shares are paid up either in cash or by offsetting against receivables.
certain, liquid and claimable on the company, either by incorporation of reserves, profits or
share issue premiums, either by contribution in kind.
The extraordinary general assembly is solely competent to decide, based on the report of
board of directors, a capital increase.
Shareholders have a preferential right in proportion to the amount of their shares.
at the subscription of cash shares issued to carry out a capital increase,
right which they can renounce individually. They also have a right to
subscription at a reduced title if the general assembly has expressly decided it.

The right to the allocation of new shares, following the incorporation of reserves into the capital,
benefits or issuance bonuses belong to the owner, subject to the rights of
the usufructuary.

These rights are negotiable or transferable like the shares to which they are attached.
The share capital can be reduced, either by decreasing the nominal value of the shares, or by
by the reduction of the number of shares.

The reduction of capital is authorized or decided by the extraordinary general meeting that
can delegate to the board of directors all powers to carry it out.
But in no case can the reduction of capital undermine the equality of shareholders.
except with their express consent. It is decided in respect of the rights of
creditors.
The ordinary general meeting may decide to amortize the capital by withdrawal from
the profits or on the reserves, excluding the legal reserve and subject to authorization from
the extraordinary general assembly, of statutory reserves, under the conditions provided for by the
law.

Article 10: Current Accounts

Shareholders can contribute or make available to the company any amounts.

producing or not interests, of which it may need.
The terms of these loans are determined by agreement between the board of directors and
the interested party.
When the interested party is an administrator or general director, this agreement is subject to the
procedure for controlling the agreements made between the company and its directors or
general directors, with regard to, in particular, the determination of interest rates.
Article 11: Release of Actions

The cash shares issued following a capital increase resulting partly

from the incorporation of reserves, profits or share premiums and partly from a payment
in cash, must be fully paid up at the time of subscription. All other shares
Cash contributions may be released, upon subscription, from a quarter.
The release of the surplus occurs once or several times at the decision of the council.
of the administration within a maximum period of three years from either the registration of the
company, from the day the capital increase became definitive.
Shareholders who wish to do so can make early payments.
The calls for funds are communicated to the subscribers ( ...number of days to
specify) days at least before the set date for each payment, by letter to the bearer
against receipt or by registered letter with a request for acknowledgment of receipt, addressed to
each shareholder.
If the shareholder fails to settle at the times set by the board of directors, the
debts are, by right, productive of interest at the rate of ...(or: at the interest rate
legal), from the due date, without prejudice to other remedies and sanctions provided
by the law.

Article 12: Form of actions

Shares are registered (or: can be registered or bearer).

Bearer bonds are represented by certificates mentioning the serial number, the
number of shares, the nominal value, the number of shares held by the holder and the
date of enjoyment.

They are extracted from ledger registers bearing the stamp of the company and
the signature of the chairman of the board of directors or the chief executive officer and of a
another administrator.
Nominal titles are represented by certificates indicating the names and first names and
holder's address, the number of shares, the nominal value, the number of shares held
by the holder and the date of enjoyment.
They are extracted from source records bearing the signature, an order number, the stamp
of the company and the signature of the chairman of the board of directors or the president-
general director and an administrator.
The transfer register is maintained and updated by the chairman of the board of directors or the
CEO

Article 13: Assignment and transfer of shares

Shares are negotiable only after the company is registered in the register of
commerce and mortgage credit. In the event of a capital increase, the shares are negotiable.
from the registration of the modificative mention. They remain negotiable after the
dissolution of the company and until the closure of the liquidation.
The transfer of shares takes place:
for registered shares, by transfer on the company's registers of rights
holder;
for bearer shares, by simple tradition, the bearer of the title is deemed to be the owner.
owner.
The transfer order, established on a form provided or approved by the company, is signed by the
assignor or his representative; if the shares are not fully paid up, mention must be made
make of the unreleased fraction.
The transmission free of charge, or by reason of death, also occurs by an order of
movement, recorded in the transfer register, justified by the change in the
legal conditions.
The transfer fees for the shares are the responsibility of the assignees, unless otherwise agreed.
between assignors and assignees.
The unliberated shares of the payable contributions are not permitted for transfer.
Transfers between shareholders, or for the benefit of spouses, ascendants and descendants are
free.

Transfer to third parties

Shares are freely transferable, except for exceptions provided by law or by the bylaws.
Shares may only be transferred to third parties of the company with the approval of the board.
of the administration (or: of the ordinary general assembly), under the conditions and according to the
procedures provided by law.

Article 14: Rights and obligations attached to shares

Each share is attached to a voting right proportional to the amount of capital it represents.
represents and each action entitles to at least one vote.
In addition, it grants the right to vote and representation in general assemblies, in
the legal and statutory conditions.
Shareholders bear losses only up to the amount of their contributions.
The rights and obligations attached to the action follow the title in whatever hands it passes.
Ownership of a share implies automatic adherence to the statutes and decisions of
the general assembly.

Article 15: Board of Directors

The company is managed by a board of directors consisting of at least three members.

and up to twelve members, subject to the exceptions provided for by law.
The board of directors may include members who are not shareholders of the.
company within the limit of one third of the members of the board.
The first administrators are appointed by the statutes.
They are designated for this purpose as the first administrators:

- M...(identity and address)

-M...(identity and address)
- etc .. .
They are appointed for a maximum duration of 2 years. Their duties end at the conclusion of
the ordinary general assembly called to rule on the accounts for the fiscal year ending on ...
During the course of social life, the administrators are appointed or renewed.
by the ordinary general meeting of shareholders; however, in the event of a merger, the appointment
may be carried out by the extraordinary general meeting ruling on the operation.

The duration of functions in social life is ... years (maximum duration of 6 years).
The administrators are always reeligible (or: are not reeligible).
They can be revoked at any time by the ordinary general assembly.
Administrators can be individuals or legal entities. These
last must, upon their appointment, designate by bearer letter against receipt or
by registered letter with a request for acknowledgment of receipt sent to the company, a
permanent representative who is subject to the same conditions and obligations and who incurs the
the same responsibilities as if he were an administrator in his own name, without prejudice to the
joint liability of the legal entity it represents.

The mandate of the permanent representative is granted to him for the duration of that of the person.
morale that it represents.

If the legal entity revokes the mandate of its permanent representative, it is required to
notify the company without delay, by letter to the bearer against receipt or by letter
recommended with a request for acknowledgment of receipt, this revocation as well as the identity of its
new permanent representative.

The same applies in the event of death, resignation of the permanent representative, or for any
another reason that would prevent him from carrying out his mandate.

In the event of a vacancy of one or more administrator positions, due to death or resignation, the
The board of directors can co-opt new directors between two meetings.
When the number of administrators became less than the statutory minimum or when
the number of shareholder administrators of the company is less than two thirds of
members of the board of directors, the board of directors must, within a period of three
month from the day the vacancy occurs, appoint new directors in view
to complete its workforce.

The resolutions of the board of directors made during this period remain valid.
When the number of administrators became less than the legal minimum, the
remaining administrators must immediately convene the ordinary general assembly in
to complete the workforce of the board of directors.

The vacancy and the appointment of new directors only take effect at the end of the
meeting of the board of directors held for this purpose.

Individual administrators, in their own name or permanent representatives of

Legal entities cannot belong simultaneously to more than five boards.
of administrations of public limited companies having their headquarters in the territory of the same State
Party.

An employee of the company can be appointed as a director (to specify if desired, any restrictions).
Similarly, an administrator can enter into an employment contract with the company (provide, if
wished, restrictions).

Article 16: Presidency and deliberations of the council

The board of directors appoints a president chosen from among its members.
physiques.
The term of office of the chairman of the board of directors (or the chief executive officer
General) cannot exceed that of their mandate as an administrator.
The mandate of the chairman of the board of directors (or CEO) is renewable. No one can
simultaneously hold more than three chairmanships of boards of directors
CEOs of public limited companies with their registered office in the territory of the same State Party.

Likewise, the position of chairman of the board is not compatible with more than
two terms of general administrator or general director of a public limited company having their
headquarters within the territory of the same State Party (The same applies to the mandate of the president
general director)

The board of directors meets as often as the interests of the company require, on the
convocation of its president.

However, administrators constituting at least one third of the members of the council
The administration may, by indicating the agenda of the meeting, summon the council if
it has not met for more than two months (if desired, indicate a frequency of the
board meeting schedule for example: once a month, per quarter,
etc .. .)
The meeting takes place at the headquarters or at any other location indicated in the notice.
The notice must be given ... days(!) in advance by letter, telegram, telex or
fax (1). It mentions the agenda. It can even be verbal and without delay if everyone
the administrators agree to it (or: if all the administrators are present or represented).
The council can only deliberate validly if all its members have been regularly summoned.
and if at least half of its members are present.
The Uniform Act does not indicate either the method or the deadline for convening the Council.
of Administration. To be provided for in the statutes, if necessary

Decisions are made by a majority of the members present or represented, or by a majority

stronger (to specify). The voice of the session president is (or: is not) predominant.

An administrator can grant, by letter, telex or fax, authority to another administrator.

to represent it at a board meeting (or: a board member cannot)
to be represented at a board meeting.

Note: In this case, specify that decisions are only made by a majority of the members.
presents.
A attendance register is kept, which is signed by the administrators attending the meeting.
of the board of directors.

The meetings of the board of directors are recorded in minutes.

mentioning the date, the place of the meeting, the names of the present, represented or administrators
absents not represented. The minutes also state the presence or of
the absence of the individuals summoned to the board meeting under a
legal disposition, and the presence of any other person who attended all or part of the
meeting.

The minutes of the deliberations are certified true by the chairman of the meeting and by
at least one administrator. In the event of the chairperson's impediment, they are signed by
at least two administrators.
Copies or excerpts of the minutes of the board of directors' meetings are
validly certified by the chairman of the board of directors (or the managing director
general), the managing director or, failing that, by an authorized representative appointed for this purpose.

Article 17: Powers of the Board of Directors

The board of directors is vested with the broadest powers to act in all
circumstance in the name of the company solely within the limits of the corporate purpose and powers
expressly attributed by the Uniform Act to the shareholders' meetings.

In its dealings with third parties, the company is bound even by the acts of the council.
of the administration that do not reveal the social purpose, unless it proves that the third party
knew that the act went beyond this object or that he could not ignore it given the
circumstances, as it is excluded that the mere publication of the statutes is sufficient to constitute this proof.

The board of directors specifies the objectives of the company and the direction that must be taken.
given to its administration. IT maintains constant oversight of the management provided, according to the
management mode retained, by the chairman and CEO or by the general manager. It
stop the accounts for each exercise.

The board of directors may confer to one or more of its members any mandates
special for one or more specific items.

Article 18: General Management

A.SA with chairman of the board and managing director

The board of directors appoints a director from among its members or outside of them.
general, individual. On the proposal of the general manager, the board of directors
can give mandate to one or more individuals to assist the general manager in
quality of deputy general manager.
The general director ensures the general management of the company. He represents it in its
relationships with third parties.
For the exercise of his functions, he is vested with the broadest powers which he exercises in the
limit of the corporate purpose and subject to those expressly assigned to the assemblies
general or specifically reserved for the board of directors by legal provisions or
statutory.
In its dealings with third parties, the company is bound, even by the actions of the director.
general matters that do not relate to the corporate purpose, unless it demonstrates that the third party knew that
the act exceeded this object or that he could not ignore it given the circumstances, being
it is excluded that the mere publication of the statutes is sufficient to constitute this proof.
The general manager can be linked to the company by an employment contract (or
if this is not desired, specify that the general director cannot be bound to the company by a
employment contract
The duration of the CEO's term is determined by the board of directors.

The term of the general director is renewable.

In the event of a temporary or permanent obstruction of the general director, the board of directors
provides for his immediate replacement by appointing, on the proposal of his president, a
director general

The general director can be revoked at any time by the board of directors. Except in
in the case of death, resignation, or dismissal, the functions of the general director take
normally ending at the expiration of his term.

B. Corporation with a chairman and chief executive officer

The president and CEO ensures the general management of the company and represents it.
in its relations with third parties.

In the exercise of his functions, he is invested with the broadest powers which he exercises in the
limit of the corporate object and subject to those expressly attributed to the assemblies
general or specifically reserved for the board of directors by legal provisions or
statutory. In its dealings with third parties, the company is bound by the actions of the president.
general director who do not fall under the corporate purpose, unless it proves that the third party
knew that the act exceeded this object or that he could not ignore it given the
circumstances, without the mere publication of the statutes being sufficient to constitute this proof.

In the relationships between partners and subject to the specific legal provisions applicable to each
in the form of a company, the statutes may limit the powers of the management and direction bodies
and administration, without these limitations being enforceable against third parties in good faith.

Article 19: Compensation of Executives

The ordinary general assembly may allocate to the directors, as remuneration for their
activities, as a function allowance, a fixed annual amount that it determines
sovereignly.

The board of directors freely decides on the distribution of this amount among its
members (or: this amount is distributed as follows:
The board of directors may also allocate remuneration to its members.
exceptional for the missions and mandates entrusted to them, or authorize the
reimbursement of travel expenses, trips, and expenses incurred in the interest of the
company subject to the provisions relating to regulated agreements.

These exceptional remunerations are subject to the approval of the general assembly.
The remuneration of the chief executive officer or that of the chairman of the board
Those of the administration are those provided for the administrators.

The terms and amount of the remuneration of the general director are set by the council.
of the administration that appoints him.

If applicable, the benefits in kind attributed to him are determined in the same way.
what her remuneration.

No compensation, permanent or otherwise, other than those provided here, may be allocated.
to the leaders, excluding the amounts received under an employment contract.
Article 20: Convention

Any agreement, other than those concerning routine operations and concluded for
normal conditions, between a public limited company and one of its administrators, directors
general or deputy general directors must be submitted for prior approval from the
Board of Directors and approval by the General Assembly. The same applies to the
conventions to which an administrator or a general manager or a deputy director is
indirectly interested or in which he deals with the company through an intermediary.

Agreements are also subject to prior authorization from the board of directors.
intervening between a company and a business or a legal entity, if one of the
administrators or a general director or a deputy general director of the company is
owner of the company or indefinitely liable partner, manager, director,
deputy general administrator, general director or deputy general director of the person
contracting morale.

The chairman of the board of directors (or the chief executive officer) informs the
auditor, of any agreement authorized by the board of directors, in
the deadline of one month from its conclusion.

It is forbidden for administrators, general directors, and deputy general directors

as well as to their spouses, ancestors or descendants and to other intermediary persons, to
to contract, in any form whatsoever, loans from the company, to make oneself
to grant her an overdraft in the current account or otherwise, as well as to provide a guarantee
You validate their commitments to third parties with her.

General Assembly

The general meetings are called by the board of directors, failing that by the
statutory auditor or by any person authorized for this purpose.

The notice is given at least fifteen days before the date of the meeting, either by notice
inserted in a legal announcements newspaper, either by bearer letter against receipt or letter
recommended with request for acknowledgment of receipt.

The general meetings are held at the registered office or at any other location within the territory.
The State Party where the headquarters is located (to be specified).

Every shareholder has the right to participate in the meetings upon proof of their identity and
the prior registration of registered shares in the register of registered shares and at
deposit of bearer shares at the location specified by the notice of meeting or upon presentation of a
certificate of deposit of bearer shares issued by the banking or financial institution
depository of these shares.

The registration, deposit or production of the deposit certificate must be done no later than
five days before the holding of the assembly.

Non-shareholder administrators can participate in all shareholder meetings.

with advisory voice.
A shareholder may be represented by a proxy of their choice, whether or not that proxy is a shareholder.
or a third party.
At each general meeting, a attendance sheet is signed by the
Shareholders present and by the proxies, at the time of the beginning of the meeting.
The proxies are attached to the attendance sheet at the end of the meeting.
The attendance sheet is certified as sincere and true, under their responsibility by the
scrutineers.

The assembly office includes a president and two scrutineers who are the two
shareholders representing the largest number of shares themselves or as
agents, subject to their acceptance.

A secretary who may or may not be a shareholder is appointed to establish the minutes of the
debates.

The minutes of the meeting are signed by the members of the board and archived at the headquarters of the
company with the attendance sheet and its annexes.

Ordinary General Assembly

The Ordinary General Assembly makes all decisions other than those that are
expressly reserved for Extraordinary General Meetings and meetings
special.
The Ordinary General Assembly is held at least once a year, within six months of the
closure of the financial year, subject to the extension of this deadline by court decision.

The Ordinary General Assembly can only make valid decisions on the first call if
The shareholders present or represented own at least a quarter of the shares with voting rights.
From voting. On second call, no quorum is required.

The Ordinary General Assembly decides by a majority of the votes cast.

If a vote is held, blank ballots are not taken into account.

present or represented shareholders are disposed.

Extraordinary General Assembly

The Extraordinary General Assembly is the only body authorized to amend the statutes in all their
provisions. Any shareholder may participate in extraordinary general meetings without
that a limitation of voice may be opposed to him.

The Extraordinary General Assembly only deliberates validly if the present shareholders
You represent at least half of the shares, on the first meeting, and a quarter.
actions, on second and third convocations.

The Extraordinary General Assembly decides by a two-thirds majority of the votes cast.
When a vote is held, blank ballots are not taken into account. However, the
The decision to transfer the registered office to the territory of another state is made unanimously by the
members present or represented.
Special assembly

The special assembly brings together the shareholders of a specific category. It approves
you disapprove of the decisions of the general assemblies when these decisions modify the
rights of its members.

The special assembly only deliberates validly if the shareholders present or represented
own at least half of the shares, on first notice, and a quarter of the shares,
on second and third summons.

The special assembly decides by a two-thirds majority of the votes cast.

Blank ballots are not taken into account.

Article 22: Statutory Auditors

The control is exercised by one or more principal auditors who are in office.
their mission in accordance with the law.

One or more deputy auditors called to replace the incumbents in case of

of refusal, of inability, of resignation or of death, are designated at the same time as the or
the holders and for the same duration.
They are appointed as the first statutory auditors for a period of two financial years.
social
- as the incumbent statutory auditor, Mr. ... (name, first name, address);
- as an alternate statutory auditor, Mr. ...(name, first name, address).
-
Their mandate will expire at the end of the general meeting that decides on the accounts.
of the second exercise.

The term of office of the statutory auditors appointed during the life of the company is six
exercises.

Social accounts

At the end of each financial year, the board of directors prepares and finalizes the financial statements.
synthesis.
The board of directors prepares a management report in which it outlines the situation of the
company during the past financial year, its expected evolution and the prospects for continuation
the activity, the evolution of the cash situation, and the financing plan.

The annual accounts and the management report are communicated to the statutory auditor.
and presented at the annual ordinary general meeting under the conditions provided for by the
provisions of the Uniform Act relating to company law and the GIE.

Article 24: Allocation of results

It is practiced on the benefit of the reduced exercise, if applicable, of previous losses: a

provision for the legal reserve equal to at least one tenth. This provision ceases to be
mandatory when the reserve reaches one-fifth of the capital amount; the allocations
necessary for statutory reserves.
The assembly may also decide on the distribution of all or part of the reserves except
from those declared unavailable by law or by the statutes. In this case, it indicates
specifically the reserve accounts from which the withdrawals are made.

The payment of dividends must take place within a maximum period of nine months.
after the closing of the financial year. This deadline can be extended by the president of the court.
competent.

Article 25: Dissolution - Liquidation

Variation in equity

If due to the losses noted in the consolidated financial statements, the equity of the
if the company's capital stock falls below half, the board of directors is required to
in the four months following the approval of the accounts that revealed this loss, of
convene the extraordinary general assembly to decide whether to proceed with the early dissolution of
the company takes place.

If the dissolution is not pronounced, the company is required to do so by the closing of the second
next exercise during which the recognition of losses occurred, to reduce its
capital, an amount at least equal to that of the losses that could not be offset against the
reserves if, within this period, the equity has not been restored to an extent of a
value at least equal to half of the share capital.

The decision of the extraordinary general assembly is filed with the registry of the competent court.
of the business activities of the registered office and registered in the trade register and the
construction loan.

It is published in a legal announcement newspaper.

Dissolution not motivated by losses

The company may be dissolved by the expiration of the time for which it was established or by the
will of the shareholders gathered in an extraordinary general meeting.

Effects of the dissolution

The dissolution of the company leads to its liquidation. One or more liquidators are appointed.
named among the shareholders or outside of them.
The liquidator represents the company he engages for all acts of the liquidation.
He is endowed with the broadest powers to carry out the asset, even amicably. He is empowered
to pay the creditors and to distribute the available balance among the partners. He cannot continue
the ongoing affairs or to engage new ones, for the needs of the liquidation, only if there is
was authorized by the body that designated it.

Article 26: Dispute - Election of domicile

Any disputes related to the company's affairs that may arise during its existence
social or during the liquidation, either between shareholders, or between one or more shareholders and the
companies are subject to the competent commercial court.
Fees

The fees, rights, and charges of these statutes are the responsibility of the company.

Done in ... on ... in ... originals

Signatures
(names and signatures)