Article 447 — Subscription with Offer to the Public

Where new shares are offered for public subscription, the offer to the subscribers shall be by a prospectus signed by the chairperson of the board of directors of the company and such prospectus shall contain the following information: 1/ the company`s name and head office; 2/ the date of registration of the company in the commercial register; 3/ the amount of capital of the company, forms of shares, their par value and classes of shares, if any; 4/ the directors, members of the supervisory board, if any, managers and Auditors; 5/ the last profit and loss account, balance sheet and auditors’ report; 6/ dividends paid during the last five years or since formation where the company existed for less than five years; 7/ debentures issued; 8/ the decision of the general meeting regarding the new shares, showing in particular the total price, their number, par value, class and issue price; 9/ contributions in kind and special benefits allocated; 10/ the period from which the new shares will give the rights to a dividend and any restrictions regarding such right, as well as any preference accorded; 11/ the date up to which the subscriber is bound.