Article 307 — Loans or Guarantees Concerning Directors

1/ A company may not make a loan to a director of the company or of its holding company, or give a guarantee or provide security in connection with a loan made by any person to such a director, unless the transaction has been approved in advance by a resolution of a general meeting of the company. 2/ Where the borrower is a director of the company’s holding company, the transaction must also be approved by a resolution of a meeting of shareholders of the holding company. 3/ A resolution of the general meeting of shareholders approving a transaction pursuant to Sub-Articles (1) and (2) of this Article must not be passed unless a written report is submitted to it by an independent, impartial external Auditor of the company indicating the nature of the transaction, the amount of the loan, the purpose for which it is required, and the extent of the company’s liability under any transaction connected with the loan.