INTERNATIONAL ACCOUNTING & AUDIT NETWORK � I2AN

							                                                        Translated from the French for information purposes


           INTERNATIONAL ACCOUNTING & AUDIT NETWORK – I2AN

                   Declared Association governed by the law of July 1, 1901
                Registered office located at 35 avenue Victor Hugo – 75016 Paris
                                     ____________________


                    MINUTES OF THE ORDINARY GENERAL MEETING

                                         OF APRIL 29, 2010




On April twenty-ninth
OF THE YEAR TWO THOUSAND TEN
At 12 a.m,


The members of the Association met in an Ordinary General Meeting at the registered office of
INTERNATIONAL ACCOUNTING & AUDIT NETWORK (I2AN), located at 35, avenue Victor
Hugo – 75016 Paris, having been convened thereto by its Board of Directors.

The following were present and signed the attendance sheet:

       -        the company DENJEAN ET ASSOCIES, represented by its partner Mark Bathgate;
       -        Mr. Thierry DENJEAN;
       -        the company BACLAIS USA, represented by its managing partner Mr. Sidney
                BARCLAIS;
       -        the company SIGNES Sàrl, represented by its partner Mr. Eric BIREN;
       -        the company HAUCKSCHUCHARDT, represented by its managing partner Mr.
                Henning Schuchardt-Weymann.
       -        the company VITTUCCI & CIE, represented by its managing partner Mr. Fausto
                Vittucci

The Meeting was chaired by Mr. Thierry DENJEAN as Chairman of the Association’s Board of
Directors.

As the members in attendance represented over one fourth of the Association’s members and had
voting rights over all the items on the agenda, the Meeting was duly constituted and could validly
deliberate on the basis of the quorum required by Article 20 of the Association’s bylaws.

Mark Bathgate acted as the secretary for the meeting.

The Chairman pointed out that the agenda of this Meeting was as follows:

       -        Appointment of a new director,
       -        Approval of the initial budget for 2010.
                                                                                    Draft of March 24, 2010
                                                                                        Strictly confidential




    1. Appointment of a new director

The Chairman proposed that the Meeting proceed to appoint a new director.

After having deliberated thereon, the Meeting unanimously decided to appoint:

        -       the company VITTUCCI & CIE, whose registered office is located at 138 via Torino,
                00184 Rome, ITALY, represented by its managing partner Mr. Fausto VITTUCCI


as director of the Association, effective as from the end of this meeting and for a three-year term, i.e.,
until April 29, 2013.

The Chairman pointed out that, in accordance with Article 13 of the Association’s bylaws, Board
members do not receive compensation for their offices but that each director may, upon presenting
supporting documents, obtain reimbursement of the entertainment and travel expenses incurred on
behalf of the Association.

Mr VITTUCCI, who was in attendance at the meeting, thanked the Members present for the
confidence they had shown in him and declared that he herewith accepted the appointment as director
entrusted to him.


    2. Approval of the initial budget for 2010

The Chairman proposed an estimated initial budget for the 2010 financial year.

The total estimated expenses at that time amount to 31 000 euros. They cover the costs relating to
legal services and the launch of the website.

The chairman proposed the current members share the costs of the initial budget equally and that each
member pay 2 000 euros, with the exception of Denjean & Associés who will pay 19 000 euros of the
initial budget.

The Chairman then proposed the following arrangements;

The running costs of the association will be supported by the new members who pay an equivalent
entry fee. The travel costs for attending members meetings are to be supported directly by each
member. Lastly, the local meeting expenses are supported by the country that receives the other
members.

After having deliberated, the members present decided unanimously, to approve this initial budget and
the arrangements proposed by the Chairman above.

                                                    *
                                                *       *




                                                    2
                                                                               Draft of March 24, 2010
                                                                                   Strictly confidential

As no further items remained on the agenda, the meeting was adjourned at 12:30 a.m.




________________________________                      ________________________________
DENJEAN ET ASSOCIES                                   Mr. Thierry DENJEAN
Represented by its partner
Mr. Mark BATHGATE




________________________________                      ________________________________
HAUCKSCHUCHARDT                                       BARCLAIS USA
Represented by its managing partner                   Represented by its managing partner
Mr. Henning SCHUCHARDT-WEYMANN                        Mr. Sidney BARCLAIS




________________________________                     ________________________________
VITTUCCI.& CIE Sàrl *                                SIGNES Sàrl
Represented by its managing partner                  Represented by its partner
Mr. Fausto VITTUCCI                                  Mr. Eric BIREN




* Signature to be preceded by the following handwritten annotation:
  “Valid as acceptance of the office of director.”




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