Decree No. 0227/PR/MJGSDHRPIC/ of June 6/2012 approving the statutes of incorporation of Equatorial Mining Company- S.E.M

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1 Decree No. 0227/PR/MJGSDHRPIC/ of June 6/2012 approving the statutes of incorporation of Equatorial Mining Company- S.E.M The President of the Republic, Head of State, According to the constitution; Given the Decree No. 0140/PR of 27 February 2012 appointing the Prime Minister, Head of Government; Given the Decree No. 0141/PR of 28 February 2012 appointing the members of the Government of the Republic; Given the law No. 020/2005 of 3 January 2006 fixing the rules for the creation, organization and management of services of the State, all the subsequent amendments; Given the law No. 001/2005 of 4 February 2005 on the general statutes of the Public Function; Given the law No. 8/91 of 26 September 1991 on General Statutes of the officials, all the subsequent amendments; Given the law No. 3/88 of 31 July 1990 fixing the general conditions of employment of the contract agents of the State, all the subsequent amendments; Given the law No. 3/94 of 21 November 1994 establishing the Labor Code of the Republic of Gabon, all the subsequent amendments; Given the law No. 12/82 of 24 January 1983 on the organization of state supervision for public institutions, state companies, mixed companies and companies with public financial contribution, all the subsequent amendments; Given the Decree No.1018/PR/MIMPH of 24 august 2011 on the establishment, powers and organization of the Equatorial Mining Company; Having consulted the Council of State Having heard the Council of Ministers Decrees Article 1 This decree, made under the provisions of Decree No. 1018/PR/MMPH of 24 August 2011 referred to above, approves the Articles of Association of Equatorial Mining Company annexed to this decree.

2 Article 2 The Articles of Incorporation of the Equatorial Mining Company are approved and made enforceable annexed to this decree. Article 3 This decree shall be registered, published according to the emergency procedure and communicated wherever necessary. Made in Libreville 6 June, 2012 By the President of the republic, Head of State Ali BONGO ONDIMBA

3 Appendix to Decree N 0227/PR/MJGSDHRPIC of 6 June 2012 Articles of Incorporation of Equatorial Mining Company <<S.E.M.>> State Company Limited Company having a Board of Directors and a General Management and a Capital of CFA; Headquarters: Boulevard de l Indépendance: BP Libreville. Title 1: Type- Object- Denomination- Headquarters- Duration Article 1- The type The equatorial mining Company, State Company was created by decree N 1018/PR/MMPH the 24 august These statutes establish the provisions relating to the powers and functioning of the organs, as well as the management standards from the Uniform Act of OHADA concerning the trade corporate law and GIE. The state company is thus subject to a special regime issuing from public law and rules governing public limited companies as specified in the Uniform Act of OHADA relating to trade company law and GIE. This is all applied in case these statutes are silent. The type of administration kept is that of a limited company with Board of Directors and managed by a Chairman and Managing Director suppliers according to Article 7 of Decree N 1018/PR/MMPH of 24 August 2011 mentioned above. The state company is a company whose capital is wholly owned by the State, the State and local authorities or personalized public services. Any transfer of shares or capital opening of third parties other than the aforementioned public entities including private law entities would result in the reclassification of the state company into another legal form, essentially in a company with financial participation of the state and whose creation is not under a regulatory act. Article 2: social object According to Article 3 of Decree N 1018/PR/MMPH of 24 August 2011 referred to above, the company's purpose in all countries, especially in the Republic of Gabon, in the name and on behalf of the state, to hold and manage its participation in mining companies and undertake by itself or in association, any activity related to mining sector. Therefore this company has to achieve the following activities within the mining Sector in the Republic of Gabon: - The research activity, exploration and development of its mining titles; - The exploitation of its mining titles; - The development of its mining production;

4 - The improvement of geological and mining knowledge; - The development of the small-scale mining; - Local processing of all or part of the mineral substances extracted; - Marketing of precious substances and minerals; - The acquisition, exploitation of any building and operation of any equipment, participation in any form in any business, company or organization, as well as any commercial operation, industrial, financial, movable or immovable, which are directly or indirectly related to its corporate purpose or similar object, related or likely to facilitate the achievement or development; - More generally undertake or participate in any financial, commercial, technical, movable and immovable operation which can be directly or indirectly related to the mining industry according to article 4 of the decree Article 3 Company Name The company was established by Decree No. 1018/ PR/MMPH of 24 August 2011 as mentioned above under the name of " Société Equatoriale des Mines"in abbreviated form S.E.M. In all acts, advertisements, invoices, correspondences and any other documents issued by the company for third parties, the company name will always be preceded or followed by the words written legibly and in full: "State Company with Board of Directors and general management.» It will be the same for the statement of the address of its registered office, of the mention of its registration in the Trade Register and Property Credit Register. Article 4- Headquarters or Registered office The Headquarters is in Libreville, in Gabon Republic, (Independence Boulevard PO Box) Boulevard de l Indépendance BP It can be transferred to any other place of the national territory by a decision of the Board of Directors. Article 5- Duration The duration of the company is fixed at ninety nine years (99) from the date of its registration in the RCCM, except in cases of dissolution or extension provided by law or these bylaws. Title II: Contribution-Capital-Shares Article 6- Contribution

5 The state has brought a contribution of a billion ( CFA) to the company at the moment of its constitution this amount was fully paid to a financial institution or a bank of the country. The fully paid amount is certified by a notary after producing the certificate of the financial institution. Article 7: Capital The capital of the Company is therefore set at one billion CFA ( ). It is divided into one hundred thousand ( ) shares with a nominal value of ten thousand (10.000) CFA. It is important to outline that under Article 44 of law N 020/2005 of 3 January 2006, fixing the rules of creation, organization and management of the state services, shares can be only owned by the state, and a local authority or personalized public services. Article 8: Increase and Reduction of capital 1-Increase of the capital The capital is increased by issuing new shares or by increasing the nominal amount of existing shares. The new shares are paid, either in cash or by compensation with certain cash debts and payable on the company, or by incorporation of reserves, profits or shares premiums, or by contribution in kind. The operations of capital increase shall be realized according to the rules of the Uniform Act of OHADA relating to trade company law especially in its provisions 562 and following. 2- Reduction of capital The capital is reduced either by reducing the nominal value of shares or by reducing the number of shares. The operations of capital increase shall be realized according to the rules of the Uniform Act of OHADA relating to trade company law especially in its provisions 627 to 638 and following. Article 9: Payment of shares The shares that represent the contribution in kind realized during the increase of capital must be totally paid at the moment of that increase of capital. Any subscription of shares for cash made in a capital increase is, on pain of nullity, accompanied by a payment of at least one quarter of the nominal value of the subscribed shares and, if applicable, by the whole the required premium of the subscribers. The balance of the shares amount is payable in one or several times within a maximum period of three years from the date of the completion of the capital increase, at the times and as determined by the Board of Directors.

6 Funding appeals are brought to the attention of shareholders one month before the time fixed for payment, either by registered letter with acknowledgment of receipt or by a notice published in a journal of legal notices from the location of the headquarters. The shareholders can at any time, prepay the entire amount of their shares. The holders of certificate of shares not paid up, intermediate transferees and subscribers are jointly and severally responsible for the amount not paid concerning the said shares, but any subscriber or shareholder who sells his shares ceases, two years after the sale, to be responsible for uncalled payments. The payments to be made during the subscription or when funding appeals must be done at the headquarters or at any other place designated for this purpose. Article 10: Types of Shares The title of shares (equity securities) fully paid are nominative or registered. The payments made during the subscription of cash share not yet fully paid, are recognized by a registered receipt, which is exchanged within three months of the completion of the release of the initial capital or of the increase of capital in social life against a provisional action, also registered, on which are listed the subsequent payments, except the last one, which is made against the delivery of the final title. The provisional titles as the final titles are extracted from a counterfoil register, bearing a serial number and the stamp of the company. They are signed by a director and a person, even a stranger to company, specially appointed for the purpose by the Board of Directors. These signatures can be handwritten, printed or affixed by means of a claw, but the signature of the person who doesn t belong to the company is handwritten. Article 11: Transmission of shares In consideration of the particularity of the company which is a state corporation, and given Article 44 of Law No. 020/2005, the shares shall be held only by the state, the state and local authorities or personalized public services. Therefore, no transfer can be realized to a corporation other than a local authority or personalized public services. The sale of shares must be realized by a declaration of transfer signed by the transferor or his agent and listed on a register of the company. The acceptance of the transferee is required only for the transfer of shares not fully paid. The transportation costs must be borne by the transferees. The shares not fully paid are not allowed for transfer.

7 Any entry into the capital of a local and / or a personalized public service, as well as any transfer of shares between the state and / or a local authority and / or a personalized public service is subject to the prior approval of the Board of Directors. The approval results either from notification or a failure to answer within one month (1) after the request. Therefore, in case of a planned sale, the seller must make a declaration to the company, by all means, including names, first name, and address of the proposed transferee, the number of shares whose transmission is considered and the price offered. The state has a (right of first refusal) preemptive right on the sale of shares of projects proposed by local communities and personalized public services. This preemptive right is exercised within ten (10) days after the notification to the Board of Directors of the proposed transfer of shares. The shareholders have a period of fifteen (15) days to become buyers of said shares. If no shareholder exercised his preemptive right within that period, or if it has been exercised in part, the Board of Directors may decide within ten days (10) to acquire by the company for their cancellation, actions at the projected price, or failing agreement, at a price fixed by experts appointed by the President of the Court of First Instance. The deadlines above mentioned do not include public holidays in the Republic of Gabon. Article 12: Rights and Bonds (obligations) attached to shares 1- Each share entitles in the profits and corporate assets, to a proportional part to the number of shares issued. The possession of a share shall, ipso facto, allow adherence to these statutes and the resolutions duly adopted by the General Assembly. The rights and obligations attached to shares, follow the title no matter whom they belong to. Title III- Management of the company Article 13: Organization of the Company According to Article 7 of the decree N 1018, the S.E.M. is organized around:

8 -One Board of Directors -One General Management. Article 14: The Board of Directors SEM is managed by a Board of Directors whose members could be physical persons or corporations. The Board is composed of at least three (3) members and twelve (12) at most, selected among the physical persons or corporations, shareholders or not, appointed by the General Assembly. The members of the Board may be selected within the limit of the 1/3 of the members among persons who are not shareholders because of their quality of experts in the mining or financial sector. The public corporations who are administrators will have to appoint by a letter with acknowledgement of receipt, a permanent representative for the duration of the mandate. In case of change of the permanent representative, the public corporation shall have to notify immediately by a letter with acknowledgement of receipt the identity of the new permanent representative. In case of resignation or death of one or more administrators or of the permanent representative of a corporation, the Board shall have to notify this vacancy within a deadline of one month (1 month) in order to provide for substitution. When the number of directors falls below the statutory minimum or when the number of administrators shareholders is less than two-thirds of the Board members, the Board shall within three (3) months from the date on which the vacancy occurs, appoint new directors to complete its workforce. The Board deliberations made during this period remain valid. The first administrators of the Company are appointed by decree of the President of the Republic for a period of two (2) years. During the social exercise, they are renewed by the General Assembly for a period of six (6) years following the confirmation of their quality, by decree of the President of the Republic, except in respect of administrators appointed outside the shareholders and for their quality as experts in mining and financial sector. Each year extends from the period passed between two consecutive annual ordinary General Assemblies. However this calculation may not have the effect of raising to more than six (6) years, the term of the mandate of an administrator.

9 Any retiring administrator is eligible again under reserve of decisions to be taken by a represented State authority. Article 15: Organization of the Board of Directors In consideration of the particularity of this company, a state company, the Chairman of the Board of Directors shall be appointed by decree of the President of the Republic. This designation must then be approved by the Board of Directors which will proceed to his appointment as Administrator. The Board of Directors has also the right to appoint a secretary who may be chosen outside of the Administrators. The functions of Chairman of the Board of Directors cease following the Decree of the President of the Republic and will cause automatically the termination of the mandate of the Administrator concerned. The Chairman shall call for the meetings of the Board; he chairs the board meetings and general assemblies. He must ensure that the Council takes the control of the management of the company assigned to the Director General. The Chairman of the Board of Directors cannot serve more than three (3) mandates as President of the Board of Directors of limited companies having their Headquarters in the territory of a same state homeland. Similarly, the mandate of President of the board of Directors cannot be combined with more than two (2) mandates of Director General of limited companies having their headquarters in the territory of a same state homeland. In the absence of the Chairman, the functions may be temporarily performed by a designated member of the board. Article 16 : Meeting of the Board The Board of Directors shall meet upon request of its Chairman or a Managing Director appointed to this effect or of half of its members as often as the interest of the company requires. Administrators representing at least one third of members of the Board of Directors may, indicating the agenda of the session, call the Board of Directors, if it has not met for more than two (2) months.

10 Meetings are convened by letter with acknowledgment of receipt addressed to each of the Administrators, eight (8) days before the meeting and stating the agenda thereof, which agenda is set by the Chairman or by the administrators who call for the meeting. However, the board may meet at the verbal call and the agenda can only be set during the meeting. The board shall meet at the main office or any other place indicated in the republic of Gabon. Article 17: Deliberations of the Board Any Administrator may by letter, telex, fax or , empower one of his colleagues to represent him at a session of the Board, but each Administrator can only represent one of his colleagues. For the validity of deliberations, at least the presence of the half of the Administrators is necessary. Decisions are taken by majority vote of members who are present or represented each director has one vote, and the Administrator representing one of his colleagues, two votes. In case of shared voted, the Chairman has the casting vote. The justification of the number of directors and their appointment and, where appropriate, the justification of the powers of the administrators who represented their colleagues, result valid to third parties, for the only statement in the minutes of each meeting, the names of directors present, represented or absent. Article 18: Findings of the Board's deliberations The deliberations of the Board of Directors are recorded by minutes prepared at the end of each session. The copies or extracts of such minutes to be produced in court or elsewhere shall be signed by the President and an Administrator or two Administrators. Article 19: the powers of the Board of Directors The Board of Directors is vested with the most expanded powers to act in all circumstances on behalf of the company. It exercises within the limits of the corporate purpose and subject to those expressly granted by the Uniform Act of the shareholders' meetings. It has such powers as follows: - To specify the objectives of the company and the orientation to be given to its administration; - To exercise a permanent control of the management assured by the General Manager;

11 - To approve the accounts and financial statements of synthesis for each financial year as well as the management report on the activities of the company which are subject to the approval of the Ordinary General Assembly. - To decide the moving of the headquarters within the territory of a same state homeland and amend the Constitution subject to ratification by the next General Assembly in accordance with Article 451 of the Uniform Act; - To allow regulated agreements under Article 438 of the Uniform Act; - To contract and authorize any bail bonds and sureties, in accordance with Article 438 of the Uniform Act and under the conditions set up in Article 449 of the Uniform Act; - To allow equity; - To approve the operating budget of the company; - To approve orientation strategies and the development of the company; - To authorize the sale of shares; - To authorize loans and accept gifts and legs; - To submit to the Extraordinary General Assembly all proposals about increase or decrease of capital, extension, merger, dissolution of the company, statutory changes, and finally, it executes all decisions of the General Assembly. - The Board may establish any steering committee and any Technical Advisory Committee, permanent or not, whose members are chosen among the Administrators or outside, it regulates the operation and functioning of these committees. - Whatever is not expressly reserved to the General Assembly by law and these Statutes is the responsibility of the Board of Directors. Article 20: The General Direction In consideration of the particularity of this company, a state company, the Chairman of the Board of Directors shall be appointed by decree of the President of the Republic. This designation must then be approved by the Board of Directors which will proceed to his appointment as Administrator The functions of General Manager of the Board of Directors cease following the Decree of the President of the Republic The general manager provides overall direction of the company. He represents the company in its relations with third parties. He is vested with the most expanded powers to act in all circumstances on behalf of the company. He exercises within the limits of the corporate purpose and subject to those expressly assigned at general assemblies and Board of directors. He has the following powers and the list is not limited: Staff:

12 He appoints and dismisses any officer and employee of the company, stop their fixed or variable remuneration and other conditions of their admission and retirement and organizes if he deems appropriate, any relief fund and welfare for staff. Factories Establishments, offices, etc... He establishes in Gabon or abroad every workshop, factories, warehouses, offices, agencies or branches, move or delete them. For this purpose, he contracts, transfers or terminates, all leases and rentals and accepts all lease transfers, with or without agreement of sale. He performs any work whatsoever, essentially all installation work or development and all new construction. Trade management: He executes all acts required by the termination of the corporate purpose. He determines the conditions of purchase and sale and authorizes any loans or advances. He sets the general administrative expenses. He shall act on all treaties, contracts, bids or auctions or companies on a fee or otherwise, entering into the object of the company. He asks or accepts any concessions or auctions and provides guarantees. He subscribes, agrees, endorses, accepts and pays bills of all trade matters. He opens giro account and with any foreign or Gabonese bank of deposit, current accounts or accounts as advances and creates all checks, transfers and effect for the operation of these accounts. He receives the amount owed to the corporation and pays what it must pay. Administration of public property: He manages the movable and immovable properties of the company. For this purpose, he agrees or terminates all leases and rentals with or without agreement of sale.

13 He performs all work any and all new construction. He determines the placement of available funds, subject to what is stated below. Acquisitions and disposals: He performs all acquisitions, exchanges and disposals of movable and immovable properties, but he cannot proceed to the sale of leasehold whose exploitation would be social object. Participation: He takes any participation in any foreign or Gabonese company, having a similar social object or related to the object of this company, after consulting the Board of Directors. To this end, He subscribes buys and sells all shares and all ownership interests in these companies. He contributed to these companies, present or future, of all or part of social goods provided that this provision does not restrict the objects of this company. And he attracts the interest of the company in all unions relating to securities issued by those companies. He may, however, as a temporary investment of available funds representing profits or reserves, subscribe, purchase or sell any shares and ownership interests in companies with a different social object from the purpose of this company and all founder shares or units of beneficiaries and all obligations of any company, regardless of its purpose. Loans: He contracted any loan whatsoever, without limitation as to amount, in the manner and conditions as he deems appropriate, subject to those which are subject to authorization of the Board; however, loans through the issuance of certificates of deposit or bonds must be approved by the Ordinary General Assembly of Shareholders. Constitution of guaranty- Collateralization:

14 He agrees all mortgages, all pledges, delegations, guarantees, endorsements and other guarantees on movable and immovable properties of the company, subject to those which are subject to authorization of the Board of Directors. He allows all anticipations and subrogation, with or without guaranty. Legal actions and representations: He has, in any court, any legal actions, both as plaintiff or defendant and represents the company before all authorities and public or private companies. Transactions: He allows all treaties, transactions, compromise, acquiescence and withdrawals. Releases He agrees all releases of inscriptions, seizures, oppositions and other rights, before or after payment. In these dealings with third parties, the company is committed even by the acts of the General Manager which is not a social object, under the conditions and limits set up by Article 122 of the Uniform Act. The general Manager may be linked with the company by an employment contract, provided that his employment contract corresponds to an effective job. Article 21: Signature Acts concerning the company and all commitments made on behalf of the company as well as withdrawals of funds and securities, warrants on all bankers, debtors and trustees and subscriptions, endorsements, acceptances or commercial paper acquired are validly signed by Chairman of the Board of Directors or the General Manager or any special designated person, acting within the limits of their powers. Article 22: Responsibility and remuneration of Administrators 1-Subject to the application of legal provisions determining their liability in the event of bankruptcy or judicial settlement of the company, the administrators do not

15 contract, because of their management, any personal obligation related to the commitments of the company, they are only responsible for the execution of the mandate they received. 2-The Ordinary General Assembly may grant to administrators, as compensation for its activities, a fixed annual amount that it sets up by sovereign, as function compensation that the Board of Directors distributes freely between its members. The Assembly may also grant to administrators, subject to the provisions of Article 438 of the Uniform Act, exceptional remunerations for missions and mandates entrusted to them or authorize the reimbursement of travel expenses, travels and expenses incurred in the interest of the company. These remunerations lead to a report of the External Auditor during the Assembly. Administrators can be linked to the company by an employment contract provided that it corresponds to an effective job. Apart from these payments and the hypothesis of amounts received under a contract of employment in terms of article 426 of the Uniform Act, the administrators cannot receive any other type of compensation be it permanent or not. Article 23: Agreements between the Company and one of its administrators/ President / General Manager 1- Regulated Agreements Any agreement between the Company and one of its administrators, Chairman of the Board of Directors or General Manager, directly or indirectly, or through an intermediary, or between the company and another company if one of the administrators is owner, partner, manager, Administrator or Director of the company, shall be subject to the prior approval of the Board of Directors under the conditions set up in Article 438 of the Uniform Act. The authorization is not required when the conventions deal with current operations concluded under normal conditions. Current operations are those performed by a company, in the usual manner, within the framework of its activities. Normal conditions are those applied to similar agreements not only by the company, but also by other companies of the same sector of activity.

16 The Chairman of the Board of Directors shall notify the auditor, within a period of one (1) month from the date of conclusion about any agreement authorized by the Board of Directors and submits it to the approval of the Ordinary General Assembly called to approve the accounts for the financial year. The auditor is required to submit to the General Assembly a special report on these agreements. 2- Prohibited Conventions It is forbidden, under penalty of nullity of the agreement, to the administrators, the Chairman of the Board of Directors or the General manager and to their spouses, ascendants or descendants or other intermediaries, to contract in any form whatsoever, loans from the company, to get consent in an overdraft on a current account or otherwise, and to make them guarantee or secure their commitments to customers. Title IV: Auditor Article 24: Appointment-Mission-Responsibility and prevention of Statutory Auditors The General Assembly appoints the auditor and his deputy. They are appointed for a period of six (6) fiscal years and are renewable. The auditor certifies that the summary financial statements are true and fair and gives a true picture of the results of operations for the year and the financial position and assets of the company at the end of this year. In his report to the Annual General Assembly, the auditor declares: - Or certify the truthfulness and accuracy of the summary financial statements; Either attach the certification of reserves or refuse specifying the reasons for such reserves or refusal. - The External Auditor has the permanent mission, to the exclusion of any interference in the management to check values and accounting records of the company and monitor the compliance of its accounting with the rules in force.

17 The Auditor verifies the accuracy and consistency with the summary financial statements, of the information given in the management report of the Board of Directors in the documents on the financial situation and the summary financial statements of the company addressed to the General Assembly. He reported these observations in his report to the Annual General Assembly. The Auditor shall prepare a report in which he shall inform the Board of Directors: - Checks and controls as well as surveys that he has carried out and their results; - - Balance sheets and other accounting documents which he considers changes need to be made, by any useful comments on the evaluation methods used in the preparation of these documents; - Irregularities and inaccuracies that he has discovered; - The conclusions to which the comments and corrections above mentioned lead on the results for the year compared to last year. The External Auditor must be involved in all meetings of the Board and general meetings in the same conditions as the administrators and shareholders.

18 In case of absence, resignation or death of the Auditor, his functions shall be exercised by the Statutory Deputy Auditor until the removal of the reason, or when it is permanent incapacity, until the expiration of the mandate of the Auditor prevented. When the impediment has ceased, the auditor takes office after the next Annual General Assembly that approves the accounts. When the Alternate Auditor is appointed as holder, there shall be at the next Annual General Assembly, there will be appointment of a new deputy whose functions stop when the right Auditor prevented takes his duties. Title V: Shareholders' Meeting Article 25: Nature of the meetings and meeting times Decisions are made in the General Assembly as follows: I-Nature of the meetings: Shareholders meet in Ordinary or Extraordinary General Meeting. General meetings are called: -Assembly extraordinary when called upon to decide or authorize any capital increase or to deliberate on amendments to the statutes, including those related to the purpose and form of the company; - Ordinary meetings, and in other cases. It can also be mixed assemblies, when they are called to deliverer as ordinary or extraordinary assembly, or as an ordinary and extraordinary assembly. 2- Times of assemblies The Annual General Assembly meets at least once a year, within six (6) months of the end of the year, convened by the Board of Directors. Otherwise, the General Assembly may be convened by the auditor or in the conditions fixed by Article 516 of the OHADA Uniform Act relating to trade companies and GIE. Article 26: Time-Modes of meeting and location of assemblies 1-Time of meeting:

19 The general assembly s convened on first call, cannot, whatever their nature, take place before the sixteenth (16th) day following the publication of the notice. Ordinary general assemblies meeting on the following notices may be held on the seventh day following that notice of its publication. 2 -Mode of calling The Notice can be given in a newspaper authorized to publish legal announcements on the office location or by individual letter, sent to each shareholder with acknowledgement of receipt, at least fifteen (15) days before the day of the Assembly. Notices and letters mention the agenda of the Assembly, the date, time and place of the meeting. The agenda is set by the author of the notice. Only shall be on deliberation the issues on the agenda or registered under article 520 of the Uniform Act. If the Meeting is held on the second, third or fourth meeting, the will set the agenda and reports the results of the previous assembly or assemblies. 3-Failure to comply with notice periods and forms: The shareholders at general meetings, without observing the forms and deadlines of the notices may validly deliberate if all the shareholders are present or represented at the Meeting, if the auditor has issued his reports. 4-Venue Meetings are held either at the registered office or at any other place of the Gabonese Republic, or outside the republic of Gabon as mentioned in the notice. Article 27: Admission to meetings 1- Conditions of Admission to Assemblies Every shareholder has the right to attend general meetings provided that its shares have been listed on the register of shares of the company at least five (5) days prior to the Assembly. The holders of registered shares are accepted on proof of their identity.

20 2-Representation of shareholders: Any shareholder may be represented by a person of his choice, shareholder or not. A single shareholder may represent several other shareholders. The mandate is given for a meeting. It can however be given for two meetings (one ordinary and the other extraordinary held on the same day or within seven (7) days. The mandate given for one meeting will serve for successive meetings convened with the same agenda. The powers that be in the form prescribed by Article 538 of the Uniform Act must be deposited at the registered office before the meeting of the Assembly. The non-shareholders may participate in shareholders' meetings in an advisory capacity. Article28: The Assembly Bureau 1-composition and constitution of the Bureau The office of any assembly shall consist of the President of the Assembly of two tellers, represented by two directors and the Secretary of the Board of Directors. The General Assembly is chaired by the Chairman or, in his absence, by the Administrator Dean age or by the auditor when the Assembly has been convened in an emergency by him. 2-Attendance sheet: There is an attendance sheet stating: names-the names and addresses of members present or represented; -the number of shares represented belonging to each shareholder; -the name, surname and address of the agent or legal representative of shareholders The attendance sheet signed by the shareholders present is certified true and under

21 their responsibility by the tellers and shall be deposited at the registered office and shall be communicated to any applicant in accordance with the Act. 3- Bureau functions: Functions of the bureau are exclusively to sign the minutes of the deliberations of the Assembly and to ensure the fairness of the attendance presence. Article 29: Scope and exercise of shareholder voting 1- Number of votes: Each shareholder, whether present or represented at the meeting has as many votes as he holds shares. 2- Voting: They are cast: -either by hands, so this method can easily count the votes cast; -or by roll call -or even by use of ballot given to each member of the Assembly at the signing of the attendance sheet, established for each of the resolutions to submit to vote and

22 bearing the number of votes of the shareholder interested in both what concerns him and, where applicable, in quality of agent of the other shareholders. However, at the request of one or more members of the Assembly, representing themselves as agents, a tenth of the share capital present or represented at the Meeting, it is mandatory to vote by roll call. Article 30: Minutes of the deliberations of the assemblies The proceedings of general meetings shall be recorded in minutes drawn up at the end of each meeting or thereafter, by members of the office and signed by them. The minutes of the proceedings of the Assembly shall indicate the date and place of the meeting, the nature of the Assembly "mode of convening, agenda, desktop composition, quorum, the resolutions submitted to the vote of the meeting and the voting results for each resolution, records and reports to the Assembly and the deadlines.. It is signed by the members of the Bureau and registered at the head office. Copies or extracts of the minutes of the meetings shall be certified as appropriate by the Board of Directors or by any other person duly authorized to that effect. Article 31: Effects of the deliberations of assemblies The General Assembly represents all shareholders, resolutions passed in accordance with the Act and the bylaws require all shareholders, even absent. Special rules for Ordinary General Assemblies Article 32: Quorum and majority at general assemblies 1-to validly deliberate, the Ordinary General Assembly shall be composed of shareholders representing at least one quarter of the shares entitled to vote. However, this quorum is calculated after deduction of the nominal value of shares without voting rights under applicable laws and regulations.

23 If it is not reached, the meeting shall be reconvened in the forms and deadlines and the deliberations are validly taken regardless of the number of shares represented, but they will relate to matters contained in the agenda of the first meeting. 2-The deliberations of the General Assembly are taken by majority vote. Article 33: Powers of the Ordinary General Assembly The Ordinary General Meeting shall take all decisions other than those expressly reserved for extraordinary general meetings. It is particularly responsible for: --rule on the summary financial statements for the year; -decide on the allocation of income; -appoint administrators as well as the External Auditor; -approve or refuse to approve agreements between the executives and the company; -approve the report of the External Auditor under the provisions of Article 547 of the Uniform Act. Special rule for assemblies other than the ordinary general assemblies Article 34: Quorum and majority in meetings other than ordinary general meetings 1-Quorum: The Extraordinary General Meeting may deliberate validly only if the shareholders present or represented hold at least half of the shares on first call quarter of the shares and on second call. If the quorum is not met, the Assembly may be called a third time within a period not exceeding two (2) months from the date fixed by the second meeting, the quorum remains fixed at one quarter of the shares. 2-Majority: The Extraordinary General Meeting shall decide by a majority of two thirds of the votes cast. Where it is carried out a poll, it is not considered blank ballots.

24 In the case of transfer of the company's headquarters to another state, the decision will be taken unanimously by the members present or represented. Article 35: Powers of the Extraordinary General Assembly The Extraordinary General Meeting is the only entitled to amend the bylaws in their provisions. The Extraordinary General Meeting shall also be responsible for: -authorize mergers, transformations and partial contributions of assets; -transfer the registered office to any city of the State homeland where it is located, or on the territory of a State; Advance-dissolve the company or extend the term. However, the Extraordinary General Meeting cannot increase the shareholders commitments beyond their contributions without the consent of each shareholder. Title VI: Accounts Appropriation and distribution of results Article 36: Financial year each exercise has duration of twelve (12) months from 1 January and ends on 31 December of each year. Article 37: Accounts At the end of each year, the Board of Directors approves the summary financial statements. The Board of Directors also establishes a management report, in which he describes the situation of the company during the past year, its foreseeable evolution and, in particular, the prospects for continuation of the activity, the evolution of the situation of cash and financing plan. This report and summary financial statements must be presented to the Annual General Meeting. The summary financial statements and annual reports management must addressed to the Auditor forty-five (45) days before the date of the General Assembly. Finally, during the fifteen (15) days before the meeting of the Ordinary General Assembly, the consolidated financial statements and the consolidated management report as well as all

25 documents, according to the Act, shall be communicated to the Assembly and the list of shareholders held at the registered office, to the shareholders. Article 38: Allocation and distribution of profits The General Meeting decides on the appropriation of net income in accordance with the legal and statutory provisions. The General Assembly will constitute the necessary allocations to the legal reserve, which corresponds at least to one tenth of the net profit, less, if applicable, prior losses, which cease when the reserve reaches one fifth of the share capital. After approval of the summary financial statements and recognition of the existence of distributable funds, the General Assembly determines: -Where appropriate, allocations to optional reserves; -the share of profits to distribute, as appropriate, to the shares; -the amount of retained potential earnings the profit share for each share is called dividend. The time, method and location of payment of dividends are determined by the Annual General Meeting, failing that, by the Board of Directors. Any dividend distributed in violation of the rules in this section is a fictitious dividend. Title VII: Dissolution and Liquidation Article 39: Dissolution, liquidation of the company At Any time, the Extraordinary General Assembly may, upon proposal of the Board of

26 Directors decide on the dissolution of the company. If the General Assembly approves the dissolution, upon consultation with the President of the REPUBLIC, the approval of the dissolution will also be noted by Repealing Decree No. 1018/PR/MMPH of August 24, 2011 above mentioned. The validation will be conducted in accordance with the rules of the Uniform Act relating to trade companies including its provisions 203 and following. Article 40: Formalities These statutes are approved by decree in accordance with Article 8 of Decree No. 1018/PR/MMPH of August 24, 2011 and recorded in the Register of Commerce and Personal Property Credit of Libreville. Done at Libreville, 6 June, 2012 the Chairman of the Board of Directors

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