Underwriting commission may be paid only if the following conditions are satisfied:

1. The payment of the commission must be authorized by the articles of association.

2. The rate of commission must not exceed 5% of the price of the shares and 2 ½% of the price of the debentures at which they are issued or the rate authorized by the articles whichever is less.

3. The amount paid or agreed to be paid must be:

ADVERTISEMENTS:

a. Disclosed in the prospectus if shares are offered to the public, or

b. In other cases, disclosed in the statement in lieu of prospectus delivered to the register.

4. The number of shares or debentures which persons have agreed for a commission to subscribe for absolutely or conditionally is disclosed in the prospectus or statement in lieu of prospectus.

5. A copy of the contract for the payment of the commission must be delivered to the register along with the prospectus or statement in lieu of prospectus.