Article 276 — Restriction on Free Transfer of Shares

1/ Provisions may be made in the memorandum of association or by resolution of an extraordinary general meeting restricting the free transfer of shares. 2/ Provisions may be made in the memorandum of association or resolution of extraordinary general meeting requiring the consent of the board of directors before the assignment of shares. Such provisions shall be of no effect unless: a) a right of pre-emption is reserved to the company or the shareholders; and b) the conditions relating to the exercise of the right of pre-emption are specified and the price of the pre-emption is fixed in advance. 3/ The restrictions under Sub-Articles (1) and (2) of this Article may neither result in preventing assignment of shares nor in causing serious damage to a shareholder who may wish to assign his share. 4/ where the right of pre-emption is reserved to the company, the price shall be paid from reserve funds or net profits.