Article 452 — Issue of Convertible Debentures

1/ The issue of convertible debentures is subject to the prior approval of an extraordinary general meeting. 2/ The approval under Sub-Article (1) of this Article shall indicate express renunciation by the shareholders of the preferred right of subscription of the shares to be issued under such conversion, for the benefit of the holders of the convertible debentures. 3/ The directors` report required under Sub-Article (1) (a) of Article 451 of this Code shall indicate the period of time within which the option may be exercised by the debenture holders and the manner of conversion of the debentures into shares. 4/ The Auditors shall prepare a special report on the proposals submitted to the extraordinary general meeting as regards the manner of conversion.