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SOCIETE DE PROMOTION DU LAC DE TUNIS

THIS DOCUMENT IS A MERE TRANSLATION OF THE OFFICIAL ARABIC VERSION OF THE ARTICLES OF INCORPORATION (AS MODIFIED BY DECISION OF THE EXTRAORDINARY GENERAL MEETING ON JANUARY 5TH, 1987 THEN ON DECEMBER 26TH, 2001, UNDER THE TERMS OF LAW N° 93-2000 OF NOVEMBER 3RD, 2000). THE ARABIC VERSION SHALL THEREFORE PREVAIL IN CASE OF ANY OMISSIONS OR CONTRADICTIONS

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Articles of Incorporation

of Société de Promotion du Lac de Tunis

(As modified by decision of the Extraordinary General Meeting on January 5th, 1987 then on

December 26th, 2001, under the terms of law n° 93-2000 of November 3rd, 2000)

Title One:

- Incorporation of the Company

- Social Object

- Name

- Registered office

- Duration

Article 1: Incorporation of the Company

By virtue of this contract, a Limited company was incorporated between the owners of the shares

created hereafter and those which would be created later on, to be governed by the laws in force in

Tunisia as well as by the provisions of these Articles of Incorporation.

Article 2: Object of the Company

The Social object of the Development Company of the Tunis Lake consists in what follows:

1 To carry out all the studies and research relating to the tourist and urban planning of the zone

of the banks of the Tunis Lake.

2 To complete all work relating to the cleansing and the restoration of the northern Lake of

Tunis as well as to the exploitation of its banks.

3 To complete all the lay out works necessary for the development of the zone and to equip it

with the necessary comforts of life.

4 To carry out all constructions and installations within the framework of the equipment of the

zone in accordance with the development plan.

5 To prepare and draw up the programmes of future exploitation of these completions and of the

development of the zone after its equipment.

6 To work for the realization of the drawn up programmes, directly or indirectly, as well as

obtaining all the incentives and necessary administrative authorisations.

7 To sell the lands necessary to the realization of the projects within the framework of the

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development of the banks of the Tunis Lake.

8 And generally, to carry out all the operations which are likely to contribute to the achievement

of the social object as well as any other purpose which can be directly or indirectly related to.

Article 3: Name

The company shall be named: "Société de Promotion du Lac de Tunis".

Article 4: Registered office

The Registered office of the Company shall be established in Tunis El Bouhaira (expressway Tunis -La

Marsa) B.P 36-1080 Tunis cédex.

It may be transferred to any other place, in the same city, by virtue of the resolution of the

Extraordinary General Meeting.

Article 5: Duration

The duration of the Company is of ninety nine years (99), as from the date of its final creation, except

if it is proceeded, before term, to its dissolution or the extension of its duration.

Title two: Share capital

Article 6: Share capital

The Company's capital amounts to forty four million dinars, divided into 440.000 shares, the value of

each share being fixed at one hundred (100) dinars.

The capital has been entirely subscribed and paid up as follows:

- Fourteen (14) million dinars in kind.

- Thirty (30) million dinars in cash.

Article 7: Payment of the shares value

The shareholder discharges quarter of the shares value, to which it subscribed, at the time of the

signature of the application form for the Company's capital, and pays the corresponding amount in an

account open for this purpose.

The remainder of the value of the subscribed shares will be paid according to a schedule fixed by the

Board of directors of the Company, and within a time which cannot exceed five (5) years, as from the

date of final incorporation of the Company.

In the event of delay in the payment of the shares value subscribed by a shareholder!!!!!!!, any

shareholder shall benefit of the preferential right of subscription, not entirely paid up, except by

contrary and justified resolution of the Extraordinary General Meeting.

The preferential right is exercised in accordance with the forms, times and conditions set out by the

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Board of directors of the Company, subject to the application of article 296 of the commercial

Companies code.

Article 8: Recapitalization

The share capital can be increased once or many times, by the issue of new shares, offering similar or

different rights, by realizing participations in cash or in kind by the incorporation of the reserve funds

available in capital, or by the capitalization of the cash in hand or any other process, and this, by virtue

of a resolution of the Extraordinary General Meeting in accordance with articles 28 and 29 hereafter.

The Extraordinary General Meeting determines the issuance conditions of new shares or delegates this

power to the Board of directors.

No increase of the share capital in cash is allowed if the start-up capital were not entirely paid up.

The increases of the share capital must be carried out within a period of maximum five (5) years, as

from the date of the General Meeting which decided them or authorized them, under penalty of nullity

of these increases.

However, the quarter of the increase of the share capital must be settled within a time not exceeding six

months, starting from the date of the Extraordinary General Meeting which has taken the decision.

The share capital must be entirely paid up, before any issue of new shares. These shares having to be

paid up in cash, under penalty of nullity of the operation.

In the event of increase of the share capital by the issuance of registered shares, the former

shareholders, who paid up the totality of their shares value, shall benefit of the preferential subscription

right for the new shares, and this, in proportion to their participation in the share capital.

This preferential right, which is exercised according to the modalities laid down by the Board of

directors, is negotiable, as well as the share itself, throughout the period of subscription, which cannot

be less than fifteen days.

This period starts from the date on which the shareholders are informed, by an insertion in the Official

Gazette of the Republic of Tunisia (JORT), of the preferential right of which they benefit, about the

date of commencement and the end of the subscription, as well as about the shares value at the time of

its issuance.

The Extraordinary General Meeting which decides or authorizes the increase of the share capital can

cancel the preferential subscription right, in the whole of the increase in the capital, or in one or more

portions of this latter. It must obligatorily approve the Board of directors’ report as well as that of the

auditors, relating to the increase of the share capital, and the cancellation of the preferential right, under

penalty of nullity of the envisioned increase.

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The Extraordinary General Meeting sets out the list of the recipients of new shares, the number of

shares belonging to each one of them, their value at the time of the issuance as well as the way in which

it was defined.

The preferential subscription right for the registered shares, which are issued within the framework of

an increase in the share capital, is fixed in proportion to the shares value that each shareholder holds;

any other contrary measure shall be considered as null and void.

The preferential right of subscription becomes negotiable throughout the subscription period when it

is not attached to the shares which are themselves negotiable.

If certain shareholders did not exercise their preferential subscription right in accordance with the

aforementioned provisions, the non subscribed shares, are allocated to the shareholders who exercised

the preferential right, and this, in proportion to their participation in the share capital and upon their

request.

When the total of the realized subscriptions does not reach the amount of the increase of the share

capital:

1 The increase of the share capital may be limited to the amount of the realized subscriptions,

provided that it reaches at least the three quarters of the decided increase, and that the

Extraordinary General Meeting, which decided it, has expressly mentioned this possibility.

2 It is allowed to redistribute to the shareholders the shares which were not subject of

subscription in whole or in part unless the Extraordinary General Meeting has decided

otherwise.

3 It is possible to offer to the public the shares which were not subject of subscription, entirely or

partly, if the Extraordinary General Meeting accepts this possibility expressly.

The increase of the share capital cannot be made if, after exercise of the possibilities indicated above,

the amount of the received subscriptions does not reach the expected amount of the increase of the

capital, or at least three quarters of the latter in the case indicated in the preceding paragraph.

However, the Board of directors can automatically and in all cases, limit the increase of the capital, with

the actually subscribed amount, provided that the non subscribed shares represent less than five

percent of the increase of the share capital.

The Extraordinary General Meeting can, after deliberations held in accordance with the

aforementioned conditions, decide of a reduction of the share capital, for any reason whatsoever and in

whatever form, and particularly by the refunding of certain sums to the shareholders or by the

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repurchase of shares of the Company, or by the exchange of old shares against new ones with the same

number or with a less number and of the same nominal value or a less value and if necessary with the

sale or the purchase of old shares to permit the exchange or the payment of the difference.

Nevertheless, it is not permitted to proceed to the reduction of the share capital below the minimum

level stipulated by the law.

The Extraordinary General Meeting can also, upon proposal of the Board of directors of the Company,

decide to reduce the share capital, either by the purchase of shares or the exchange of old shares against

new ones, not having the same nominal value, or by any other procedure, provided that the provisions

of article 88 of the law relating to the reorganization of the financial market are taken into account.

The Extraordinary General Meeting decides on the reduction of the share capital, according to the

same conditions fixed for the revision of the Incorporation Acts, and in view of a report drawn up by

the auditor.

The report of the aforementioned General Meeting must indicate the amount of the reduction of the

share capital, as well as the target to be reached and measures to be followed by the Company in order

to achieve this objective; the report must also mention the completion dates, and the amount to be paid

to the shareholders where necessary.

If the reason, for which the reduction of the capital was decided, is to give in adequacy the share capital

with the total assets of the Company, which would have dropped because of undergone losses, the

reduction is carried out either by reducing the number of shares or the nominal value of the share,

while respecting the advantages inherent in certain classes of shares, under the terms of the law or of

the Incorporating Acts.

The decision relating to the reduction of the share capital must obligatorily be published in the Official

Gazette of the Republic of Tunisia, and in two daily newspapers, one of which in Arab language, and

this, within 30 days as from the date of the captioned decision.

Article 9:Non-payment of the amount of the shares

In the event of non payment by the shareholder of the remainder of the shares value which he

subscribed, within the time defined by the Board of directors, the Company shall send to him a formal

notice by registered mail with acknowledgement of receipt.

In the absence of response to the formal notice within one month, the Company shall proceed to the

sale of the concerned shares, on the financial market, without legal authorization.

The failing shareholder, the successive recipients, as well as the subscribers, are held to jointly pay the

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remainder of the amount of the shares which were not paid up.

The company can institute proceedings against them, either before or after or at the time of the sale, in

order to recover the amount due and the incurred expenses.

The party which has discharged, with respect to the Company, of the totality of the amounts due, has

the right of recourse against the subscribers as well as the successive shareholders, in order to recover

all that it has spent.

After two years of the date of transfer of the shares to the Stock and Shares Market, any shareholder

who would have transferred the shares in his possession is no longer required to pay the remainder of

the value of the said shares which no one would have claimed to him.

Once the time set out at the preceding paragraph becomes mature, the shares the value of which was

not settled, shall deprive the recipients of the right to attend and to vote in the General Meetings and

will be deducted from the calculation of the quorum; in addition, it will be proceeded to the suspension

of the right of usufruct of a portion of the profits, of the preferential subscription right for the

increases of the capital in connection with these shares.

The shareholder can claim the payment of his shares of the profit, not prescribed and this, after having

discharged the principal of the amounts due with the interests.

He cannot moreover make good his preferential subscription right for the increase of the Company's

capital, after the elapse of the time allowed to use of this right, as stipulated in the article 8 of the

Articles of Incorporation.

If the required payments are not made within the due time, in accordance with the aforementioned

article 8, the shareholder shall bear a delay penalty equal to the interest rate in force on the financial

market with an addition of one point.

Article 10: Types of shares

The shares shall be registered and shall be kept in the accounts of the shareholders held by the

Company.

The Company must hold in its registered office or at an approved intermediary an account in the name

of each holder of registered shares, indicating their name and addresses, and where necessary, the name

of the beneficiary of the right of usufruct and its address, with indication of the number of shares in its

possession.

The Company or the approved intermediary shall deliver a certificate relating to the number of shares

held by the shareholder. Each shareholder has the right to inspect the above cited accounts.

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The negotiation of the shares shall be made by transferring them from an account to another.

The shares are indivisible with respect to the Company.

Article 11: The transfer of property of the shares

1. The property of the shares shall be made by means of the recording of the latter in the name of their

owners on special registers held by the company in its registered office.

2. The transfer of property of the shares can be made only on the basis of a transfer declaration signed

by the assignee or his proxy and consigned in the register held by the company.

This one can require the authenticated signature of the two parties to be performed before the registrar

or the municipality’s president, by taking into account the exceptions provided by the law.

3. The transfer of the shares between the shareholders or their heirs can be made with complete

freedom, subject to payment or gracious.

The other forms of transfer cannot be final and be opposable to the company, whether subject to

payment or on gracious basis, and whatever the reason or the form of the transfer or the place where

they were concluded, even by means of a contribution in kind in a company, or after an auction sale or

in a friendly way, but after having taken into consideration the right of pre-emption granted to the

shareholders.

The exercise of this right is carried out under the following conditions:

The shareholder who wishes to transfer his shares must inform the other shareholders by

registered letter addressed to the President of the Company’s board of directors, by indicating

the name, first name, profession and residence of the purchaser, as well as the quantity and the

reference numbers of the shares object of the transfer, the requested price to finalize the sale as

well as the remainder of the other conditions of transfer if appreciated.

This information must be accompanied by a registration certificate of the shares object of the

transfer, and if needed for all the documents justifying the project of sale or transfer.

The assigning shareholder must ensure himself of the legal capacity of the assignee liable to

become owner of the shares in question in accordance with the Tunisian law.

The President of the board shall, upon receipt of the request, and within a time not exceeding

fifteen (15) days, inform the other shareholders of the quantity and the price of the shares

object of the transfer as well as the related conditions and this by means of registered personal

letters.

Each shareholder has a thirty (30) days deadline, as from the date of receipt of the

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aforementioned registered letter, to inform the President of the board of his desire to buy the

shares put for sale, and in this case he has to commit expressly to pay the price of these shares

rapidly unless he agreed with the seller otherwise.

The preferential right can be exercised only for the whole of the shares put for sale; the

President of the board must inform the seller of each received response. If several shareholders

are interested in the sale’s offer, the President of the Board shall proceed to the distribution of

the shares between them, in proportion to the number of shares which has each one of them

and within the limit of their respective requests. At the end of the above cited thirty (30) days

deadline, and if no shareholder would have expressed his desire to purchase the shares put for

sale, the seller is then free to sell these shares to the person(s) whom he has selected in the letter

addressed to the President, and at the price and the conditions he accepted.

The transfer of shares to the names of the purchasers pursuant to the right of pre-emption is

regularized in a final way once the President of the board or the proxy of the Board of directors affixes

his signature thereto, without having necessarily recourse to the signature of the holder of the shares or

of his heirs, and this, after having addressed to the seller a registered letter with acknowledgement of

receipt within a time not exceeding thirty (30) days as from the date of purchase to invite them to

contact the Registered office of the Company within eight day in order to receive the payment.

Article 12: Indivisibility of the shares

The share is indivisible with respect to the Company which recognizes only one single owner for each

share. The owners of shares together or individually and particularly the heirs of one of the

shareholders must be made represented to the Company by one of them or otherwise appoint a proxy

who speaks on their behalf; if they do not manage to agree, the most diligent of them can claim to the

concerned court in order to appoint a proxy who will represent all the associates.

Article 13: Rights inherent to the share

Each share gives right of ownership of a part of the company’s goods, proportionally with the number

of shares which have been created.

It also gives right to a part of the Company’s profit, as it is indicated hereafter.

Article 14: The limited liability of the shareholder

The responsibility assumed by the shareholders can only be within the limit of the value of the shares

they hold.

Article 15: Transfer of the rights inherent to the share - Imposition of seals

The rights as well as the obligations inherent to each share are related to the securities, whoever the

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owner is.

In addition, the property of a share implies obligatorily the commitment of its holder to comply with

the provisions of these Articles of Incorporation as well as the decisions taken by the General Meeting.

The heirs of one of the shareholders who took his place or the creditors, do not have, for any reason

whatsoever, the right to claim the imposition of seals on the goods or the documents of the Company,

or to proceed to its division. They should not be involved either in the Company’s management.

The exercise of their rights can be prevailed only through the financial statements published and the

decisions taken by the General Meeting.

Title Three: Governance of the Company

Article 16: The Board of directors

The Governance of the Company is entrusted to a Board of directors composed of eight members

appointed by the Ordinary General Meeting.

It is possible to appoint a legal entity as a member of the Board of directors; in this case the latter must

appoint a permanent representative at the Board of directors. This permanent representative is

subjected to the same conditions and engagements and assumes the same civil and penal liabilities, as if

he were member of the Board of directors on a purely personal basis.

If for one reason or another, the representative of the legal entity loses the quality of Administrator, the

latter must replace it immediately.

The aforementioned Companies and legal entities who appoint their representative within the Board of

directors, can replace him by another person during the duration of his mandate.

In the event of one or more vacancies of the Board of directors between two General Assemblies, the

Board can temporarily co-opt Administrators to fill in such vacancies. The Board of directors shall

proceed to this co-optation within three months as from the vacancy, when the number of the

members of the Board becomes less than three.

During the following first meeting, the General Meeting shall proceed to the nomination of new

members in a final way.

The member of the Board of directors who was appointed to replace another member shall remain in

his position only for the remaining term of his predecessor’s mandate.

If temporary appointments made by the Board of directors are not approved by the General Meeting,

this will not have any effect on the validity of the deliberations of the Board, to which the member

whose designation would not have been accepted would have attended.

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Article 17: Members of the board of directors

The members of the Board of directors are elected among the shareholders or the third parties.

Article 18: Duration of the director’s mandate:

The mandate of the Board of director’s members is for three (3) years. The members of the first Board

of directors are designated by the incorporating General Meeting. The latter, remain operating until the

annual Ordinary General meeting having to rule on the accounts relating to the third financial year of

the Company. Then, the Board of directors shall be totally renewed. All these formalities will be

renewed thus in compliance with the provisions of the aforementioned first paragraph.

Any director can be re-elected, in the event of vacancy due to death or to another cause, and generally

if the number of the board’s members is less than the minimum legally required as previously indicated,

the Board shall proceed to the appointment of a new director to occupy the vacancy temporarily.

If the General Meeting does not ratify the resolution of the Board of Directors, all the decisions taken

in the interval by this latter shall remain valid.

The newly appointed member of the board replacing another can occupy the position only for the

remaining term of his predecessor’s mandate.

If board of directors is reduced to two members only, the General Meeting is then convoked

immediately by two members of the Board or the auditors in order to provide for the minimum

required number of directors.

Article 19: Office of the Board of directors

The Board of directors appoints a President among its members, who must be a natural person and

who is elected for the period which corresponds to a director’s mandate except in the event of

resignation or of revocation.

The outgoing President can be re-elected indefinitely. He chairs the Board meetings and those of the

General Meeting.

The Board may appoint one or several vice-presidents among its members. It may also appoint a

Secretary who can be selected from outside the shareholders.

In the event of absence of the President, the Board must appoint a member for each meeting amongst

the attendance of directors to secure the function of President.

The members of the Board of directors can be re-elected indefinitely.

Article 20: Meetings and deliberations of the Board of directors

The Board of directors shall meet upon convocation of the President or the vice-president or half of its

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members whenever the interest of the Company so requires and at least four times a year.

The board meetings shall take place in the Company’s registered office or in any other place indicated

in the notices of meeting which must reach the members one month before the Board of directors

meeting.

The Board can have a meeting upon a verbal convocation without respect of the aforementioned lead

time if all its members or their representatives are present.

The agenda shall be established by the President or the directors having convoked the meeting. It must

be conveyed to the other directors accompanied by the documents relating to the questions appearing

on the agenda.

Each member can be represented by another director and this, by addressing a writing, a telegram or a

telex or by providing to his representative a proxy. One member of the Board can represent only one

other member.

The deliberations of the Board can be valid only if half of the members are present or are represented.

The effective presence of the third of the members of the Board is essential for the validity of the

deliberations, and this number must not be less than two.

The deliberations of the Board of directors are approved by the majority of the members who are

present or represented. Each member has one vote, and the one representing one of his/her

co-directors, has two votes. In the event of equality of votes, that of the President shall be the casting

vote.

Article 21: Minutes of the Board meetings

The minutes of the Board meetings shall be recorded in a special register to be kept at the Company’s

registered office.

These minutes shall be signed by the President of the meeting and the secretary, or by the majority of

the members present and the secretary.

All the copies as well as the certificates, provided to the judicial bodies or others, are signed by the

President or two members of the Board or the Vice-president of the Board.

Article 22: Power of the Board of directors

With the exception of attributions which are legally of the General meeting, the Board of directors shall

be entitled, within the framework of the social object of the Company, of the most extended powers, to

represent the Company, to ensure its administration, to pledge on its behalf, to develop its activities.

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For indication and non exhaustive purposes, the Board of directors shall be particularly entitled of the

following powers:

- To represent the Company with respect to the third parties and all the administrations.

- To accomplish all the operations necessary to fulfilment of the social object and the objectives

of the Company.

- Appointment and revocation of the employees of the Company, with definition of their

remunerations and their functions.

- To create all kinds of buildings, deposits, offices, agencies, or branches, and to proceed to their

transfer or deletion.

- To conclude all the contracts, agreements and purchase orders of equipment.

- To carry out all the lay out and equipment works, to realize all new constructions, and to define

all the general expenditure for the Company’s management.

- To perceive and pay all money sums.

- To make all the financial and bank operations.

- To proceed to the opening of the various bank and postal accounts, in the name of the

Company and to secure its management.

- To ensure the issue, the receipt and the endorsing of all cheques and commercial certificates as

well as the purchase, the sale and the management of all the personal property and real estate.

- To conclude the conciliations and to accept the arbitration and the compromises or to approve

the release of the received guarantees or the attachments, all these shall be done either subject to

payment or gracious.

- To take legal proceedings whether the Company is plaintiff or defendant.

- To define the financial statements of the Company in compliance with the laws in force with

attachment of a detailed annual report relating to the management of the Company’s activities, a

list of bonds, guarantees and insurances granted by the Company and which will be presented at

the General Meeting, and to examine any proposal relating to definition and distribution of the

profits in order to submit them to the shareholders.

Article 23: Functions of the General Manager

The General Manager shall be responsible for the general management of the Company. The Board of

directors is required to delegate the powers necessary for the accomplishment of his mission.

The General Manager shall be entitled to carry out these powers by himself or delegate them.

In case of prevention, the General Manager shall delegate a part or totality of his powers to one of the

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Board of director’s members; however, this delegation which can be renewed, shall always remain

limited in time.

Article 24: Remuneration of the Members of the Board of directors

The members of the Board of directors perceive attendance fees the amount of which is determined by

the General Assembly as proposed by the Board of directors; the granting of these attendance fees will

remain in force until the adoption of a contrary decision. The Board of directors distributes these

attendance fees between its members in the appropriate way. It defines the emoluments of the

President of the Board as well as the General Manager wages. All remunerations are recorded in the

general expenses account.

The Board of directors may grant exceptional bonuses for the missions and mandates entrusted to its

members. In this case, the bonuses shall be included in the account of the operating costs; all that must

be made in accordance with the provisions of the code of the commercial companies.

Article 25: Responsibility for the members of the Board

The members of the company’s Board of directors shall be responsible for their management, and the

mandates for which they are entrusted only within the framework of the legislation in force.

Article 26: Agreements between the Company, its directors and the members of the Board of

directors

The President, the General Manager, the assistant general managers and the members of the Board of

directors cannot conclude nor engage the responsibility of the company with a third party, as far as the

agreements hereafter, but only after having obtained the authorization of the Board of directors as well

as the approval of the General Meeting of the shareholders, deliberations of which take place in

accordance with the conditions defined in articles 28 and 29 of these Articles of Incorporation and this,

after receipt of the auditors' report, who must be informed later on of this approval.

These agreements are the followings:

- The loans, advances, compensation, guarantees, insurances, whatever their forms are, which

are signed with a third party, shareholders, administrators, members of the Board of directors,

couple, the ascending and descendants of the above cited classes of people in addition to any

intermediary.

- Transfer of goodwill or one of the constituent elements.

- Significant loan concluded in favour of the Company and ceiling of which is fixed by the

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Articles of Incorporation.

- Hiring of goodwill.

The agreements relating to the current and daily businesses and necessary to the realization of the

object of the Company shall be exempted from the aforementioned authorization and approval.

The agreements approved by the Ordinary or Extraordinary General Meeting according to situations

are not likely of recourse except in the event of diversion.

However, the agreements exempted from the approval of the Ordinary or Extraordinary General

Meeting shall be, in spite of that, valid, except that the prejudicial results which can result from this,

shall be imputed, in the case of diversion, to the Board of directors member, as the contracting party,

or where necessary, to the Board of directors.

Article 27: Auditors: Appointment and prerogatives

The Ordinary General meeting of the shareholders shall appoint for a period of three (3) years, one (or

several) auditors, in charge of the audit of the registers, the cash in hand, the commercial drafts, and the

transferable securities of the Company.

They are also charged to inspect the financial statements to check the adequacy with the legal

provisions as well as its conformity with reality and to check the veracity of the data shown in the

Board of director’s report as far as the Company’s accounts.

The Auditors shall be appointed for a renewable three (3) years period.

In case of death, resignation, abstention or prevention of the auditor, and if the annual General

Meeting of the shareholders does not appoint another auditor, the replacement of this latter shall be

decided by the General Meeting or under the terms of a decision emanating from the President of the

court of first authority, in the district in which the Company is located, and that in conformity to the

provisions of the law.

The auditor appointed to replace another shall perform his duties only during the remaining period of

the mandate of his predecessor.

If the General Meeting appoints several auditors, it is allowed that one of them and in case he complies

with the required conditions to fulfil the assigned tasks alone and this in case of death, resignation or

prevention of the other auditors.

The emoluments of the auditors shall be determined by the Ordinary General Meeting.

Article 28: General Assemblies

1) Session of the General Assemblies

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The Ordinary General Meeting shall take place at least once a year, during the six months which follow

the close of the financial year in order:

- To control the management of the Company.

- To approve the accounts of the previous year according to the case.

- To make decisions with regard to the results, after having reviewed the Board of directors

report as well as that of the auditor.

The Ordinary General Meeting shall be convoked by the Board of directors and where necessary by the

auditor (or the auditors), or upon request of one or several shareholders, total share of whom is equal

to at least 15% of the amount of the Company's capital.

The General Meeting shall be convoked in an extraordinary way, either by the Board of directors, if

deemed necessary, or by a group of shareholders, holding at least the quarter of the Company's capital.

In this last case, the agenda shall be defined by the applicants.

The General Meeting shall take place within thirty (30) days after the application.

It may be held in an extraordinary way upon request of the auditor(s) and this in exceptional

circumstances.

2) Bureau of the General Assemblies - Attendance sheet - Agenda

The General Meeting shall be chaired by the President of the board. However, if the General Meeting

is convoked by the auditor(s) for emergency purposes, it shall then be chaired by one of them.

The task of teller shall be assumed by the two shareholders who hold the largest number of shares, on

their own names or by proxy; in the event of refusal, it is called upon the shareholders who are

classified just after, until acceptance of the mission.

The General Meeting appoints the Secretary who can be selected from outside the shareholders.

Before starting the examination of the agenda, an attendance sheet shall be drawn up where the names

of the present or represented shareholders will be indicated, their addresses, the number of the shares

they hold or which are held by the shareholders they represent.

The present shareholders or their proxies must affix their signatures on the attendance sheet and which

must be authenticated by the Office of the General Meeting.

The attendance sheet shall be kept at the registered office of the Company, so that it can be consulted

by any person wishing to.

It is on the basis of this attendance sheet that the calculation of the present shareholders, on their own

name or by proxy shall be made as well as that of the amount of the capital which they hold, and finally

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determination of the share of the capital, which is allocated to the shareholders having the voting

rights.

The agenda of the Assemblies shall be prepared by those who directed the convocations.

However, only one (or several shareholders) who hold at least five percent of the company’s capital can

require the inscription on the agenda items to be discussed. The latter shall be included on the General

Meeting agenda, only when the aforementioned shareholders have sent to the company a registered

letter with acknowledgement of receipt.

The request must be addressed before the first session of the General Meeting which cannot deal with

items not indicated on the agenda.

The General Meeting is however entitled to dismiss one or more members of the board of directors

and to replace him or them.

The agenda of the General Meeting can in no way be modified in the event of a second convocation.

Article 29: Prerogatives of the General Meeting:

1) Ordinary General Assemblies:

The General Meeting held in ordinary session has the powers as stipulated in the code of the

commercial companies, and more particularly the following powers:

- Review of the reports presented by the board of directors and the auditors.

- Discussion of the financial statements of the Company, their approval or rejection, or

requirement of their modification.

- Allocation of the profits, its distribution and the determination of the dividends.

- Approval of appointment of the administrators candidates or refusal of their candidature, in

addition to the approval or the refusal of the member nomination of the Board of directors,

carried out under the terms of the provisions of article 16 of these Articles of Incorporation as

further to the vacancies of the Board of directors during the financial year.

- Examination of the documents relating to the management of the Members of the Board of

directors, their attributions and the final discharge.

- Right to dismiss the members of the Board of directors, for reasons which it is the only one to

judge, and to appreciate the range, in the plenitude of its powers and with complete freedom.

- Providing the members of the Board of directors with the necessary authorizations.

- Appointment of auditors.

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- Agreement or refusal of any authorization or approval which the Board of directors could

request to perform an operation which is not especially mentioned in the article 22 of these

Articles of Incorporation.

- The session of the Ordinary General Meeting shall not be valid but only if the number of

present shareholders represents at least one third of the Company's capital.

If the quorum is not reached, convocation shall be sent for a second session which will be valid

whatever the number of the present shareholders will be.

2) Extraordinary General Assemblies

Only the Extraordinary General Meeting is entitled to decide about the following issues:

A) Modification of the provisions of the Company’s articles of incorporation.

B) Increase or reduction in the share capital.

C) Dissolution and liquidation of the Company.

D) Development or limitation of the social object.

The Extraordinary General Meeting shall be valid only if the present shareholders represent half of the

share capital.

If the quorum is not reached, convocation shall be addressed for a second session which will be valid

only if the number of the present shareholders represents one third of the share capital.

If the quorum, indicated in the preceding paragraph, is not reached, the date of the Extraordinary

General Meeting session can be postponed to later on within a time not exceeding two (2) months as

from the date of the convocation.

The decisions of the Extraordinary General Meeting are made in the majority of the two (2) thirds of

the votes of the present shareholders or their proxies.

3) Minutes of the General Assemblies

The minutes of the deliberations of the General Assemblies shall be recorded in a special register

bearing the signatures of the President of the board, or that of his proxy and the Secretary. They are

also signed by the members of the Bureau the General Meeting. If one of the aforementioned people

abstains from signing, it shall be indicated in the special register.

The minutes of the deliberations of the General Meeting shall mention the followings:

- The date and the place of the Assembly session, mode of its convocation, the agenda, the

Bureau composition, the number of shareholders having participated in the vote and the

number of shareholders corresponding to the quorum.

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- Documents and reports submitted to the General Meeting.

- The summary of the deliberations, content of the resolutions submitted to vote and the

obtained result.

4) Convocation of the General Assemblies

The convocation of the Ordinary General Meeting shall be affected by means of an official statement

published in the Official Gazette of the Republic of Tunisia (JORT) and in two daily newspapers one

of which in Arab language, at least fifteen days before the date fixed for the Assembly session.

The official statement shall include the date and the place of the meeting as well as the agenda.

The Ordinary General Meeting shall gather a number of shareholders who represent at least one third

of the share capital.

If the Ordinary General Meeting takes place for the first time and that the present shareholders do not

represent one third of the share capital, the latter shall be convoked again, after publication of two

official statements, one in the Official Gazette of the Republic of Tunisia and the second in one of the

daily newspapers; the General Meeting cannot take place for the second time but only within ten days

after the date of publication of the official statement, in accordance with the same above conditions,

without need for respect of a given legal quorum and also by respecting a period of at least fifteen (15)

days between the dates of the first and the second session.

The General Meeting shall take its decisions by the majority of the votes of the present shareholders or

their proxies.

If the General Meeting takes place upon the second convocation, the published official statement shall

include the agenda as well as the results of the previous General Meeting.

The General Assemblies may verbally be convoked and without delay, and this, in the case of the

presence of all the shareholders or of their proxies.

Title four: Budget of the Company

Budget of the Company

Distribution of the profits

Article 30: Financial year of the Company

The financial year of the Company shall start on the 1st of January and closes at the end of December,

except for the first fiscal year of the Company which begins from the date of its final incorporation up

to December 31 of the year thereafter.

Article 31: Budget and report of the Board of directors

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The financial statements of the Company shall be annually defined in accordance with the legislation in

force. The presentation of these statements shall be made according to the same form adopted during

the previous years. The methods evaluation of all the elements which are described should not be

changed except if the General Meeting approves expressly to make modifications in the way of

presenting the figures and the methods evaluation and after having known the reasons shown in the

auditors' report

With regard to the "losses and profits", it is required to emphasize, by means of distinctive titles, the

profits or the losses, whatever the origins are.

The Board of directors is required to attach to the budget a list of bonds, guarantees and insurances

granted by the Company.

The accounting documents to be presented to the General Meeting shall be accompanied by a detailed

annual report on the management of the Company.

The financial statements shall be made available to the auditors in the registered office of the Company,

at least forty days before the annual Ordinary General Meeting session.

All the aforementioned documents shall be presented at the General Meeting by the Board of

directors.

Article 32: The shareholders right to inspect

The financial statements and generally all the documents which the law requires their consultation by

the General Meeting and the shareholders shall be made available to the shareholders at the registered

office, during fifteen days, before the General Meeting session.

It is the right of any shareholder who holds at least 10 % of the share capital to obtain, at any moment,

copies of the documents of the Company, which relate to the last three years as well as copies of the

minutes of meetings, attendance sheets to the meetings which took place during the last three financial

years.

Article 33: Distribution of the profits - Dividends

The Net profits of the Company come from the annual incomes after deduction of the operating costs,

the overheads, the fiscal, social and financial expenses, of the consumption fees and the sufficient

equipments to face the incurred risks.

Will be deducted of these profits:

1) 5% for the legal reserve funds until it reaches 10% of the share capital.

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2) Upon proposal of the Board of directors, the General Meeting may defer again to the financial

accounts of the following fiscal year, a part or the totality of the remainder of the Company’s

profits, and this, in order to face the amount of additional depreciation of the goods of the

Company or to constitute one or more exceptional reserve accounts, the assignment or use

methods of which fall within the competence of the General Meeting.

3) What remains as a fund after all that shall represent the additional profits which will be

distributed to the shareholders in the form of dividends.

Article 34: Dissolution of the Company

Within four months after the date of approval of the accounts which reveal that due to losses the

Company’s equity capital became less than half of its share capital, the Board of directors must

convoke the Extraordinary General Meeting to decide possibility of the dissolution of the Company.

If dissolution is not adopted, the Extraordinary General Meeting shall decide, within one year after the

date of report of the losses to reduce the share capital of an amount at least equal to that of the losses,

or increase the capital in the same proportions.

If the Extraordinary General Meeting session did not take place within the prescribed times, all the

eligible persons may take legal proceedings for the dissolution of the Company.

In all cases, the decision taken by the Extraordinary General Meeting for the dissolution of the

Company or reduction or increase of its share capital shall be published.

Article 35: Liquidation of the Company

At the end of the period determined by these Articles of Incorporation, or in the event of the

Company’s dissolution before the statutory time and for any reason whatsoever, the General Meeting

shall proceed, upon a proposal from the Board of directors, to the realization of liquidation, the

designation of one or several liquidators, for whom it shall define the prerogatives.

This appointment shall put an end to the assignments of the Board of director’s members, whereas

those of the auditors shall remain in force.

At the time of starting his prerogative, the liquidator is required to draw up and sign jointly with the

company’s officers the list of the asset and the liability of the latter...

The General Meeting as legally constituted shall preserve during the liquidation period the same

powers which it held in normal times. It shall particularly benefit of powers enabling it to approve the

settlement accounts and to decide on all that is in connection with the interests of the Company.

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The liquidators shall be able to convoke the General Meeting, upon the shareholders request, who

represent at least the quarter of the share capital.

The liquidators shall indicate in the notice of meeting the questions which the latter want to include on

the agenda.

The General Meeting shall be chaired by the liquidator(s) or any other person whom they designate. It

shall remain entitled to revoke or replace the liquidators and to widen or reduce their powers.

The liquidator(s) shall sign each excerpt or copies of the minutes of the deliberations of the General

Meeting.

They have all the broadest powers to proceed to the liquidation of the funds of the Company, even in

a friendly way, and to refund its debts.

Upon authorization of the General Meeting, they can also forward and transfer to all the persons or

entities, either by means of advances or by any other means, whole or part of the goods, rights and

engagements of the Company in liquidation and this through securities or in cash.

The Net product of liquidation, after the refunding the debts and the Company’s charges shall be used

for the total amortization of the whole of the capital of the shares, the remainder shall be distributed

between the subscribers, in proportion with the number of the shares they own.

Title six: Disputes

Article 36: Court of jurisdiction and selected residence

In the case of dispute between the shareholders themselves, at the time of the Company’s life and

during its liquidation, about issues in connection with the Company, or opposing the shareholders to

this one, this dispute shall be taken obligatorily before the court of jurisdiction, in the district where the

Company is located.

For this purpose and in the event of dispute, any shareholder shall be required to elect residence in the

territorial district, where at the same time the court of jurisdiction and the registered office of the

Company are located, without taking into account of the effective residence of the concerned

shareholder.

If the latter would not have had his residence as indicated above, the minutes and the convocations

shall be regularly directed to the clerk's office of the court of first authority, in the district where the

registered office is located.

Title Seven: Formation of the Company

Article 37: Incorporation formalities

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The Company may be definitively incorporated but only after the completion of the following

formalities:

- The shares shall be subscribed in their totality and their value shall be entirely paid up.

This shall be attested by an authorization accompanied by the list of the shareholders and a

statement of the paid amounts.

- The constitutive General Meeting shall attest the validity of the aforementioned authorization,

appoint the first Board of directors and the auditors, while ensuring of their acceptance of their

respective functions. It shall also adopt the Articles of Incorporation and announce the final

incorporation of the Company.

- The constitutive General Meeting shall therefore be convoked and implemented in accordance

with the legal provisions.

The course of its deliberations as well as the decision-making will be done in accordance with the

law in force.

- Each member of the constitutive General Meeting has a number of votes equivalent to the

numbers of shares which it holds or represents, without exceeding the number of ten (10)

votes that it may accumulate.

Article 38: Publication

Any holder of an original copy of these Articles of Incorporation, or decisions or deliberations which

are referred to it, has the right to publish them.