CARISMA PRIMA LIMITED2111546

COMPANIES ACT 1993UNANIMOUS RESOLUTION OF THE SHAREHOLDERS AND OF

THE MANAGING DIRECTOR AS TRUSTEE OF THE XAVIERTRUST AND OF THE JOSEPH TRUST

DATED APRIL 2nd , 2013 at 1500.

Pursuant to the provisions of the Companies Act of 1993 and of the Constitution ofCARISMA PRIMA LIMITED (the "Company"), the undersigned, adopt the resolutionsset forth below, and consent to taking such actions:

WHEREAS Aguilar & Aguilar Limited, as shareholder of Carisma Prima Limited,authorized the Plan of Revitalization of Pimjo Oorganization dated February 17, 2012.

WHEREAS Carisma Prima Limited as Trustee of the Xavier Trust, Limited Partner ofPimjo Trust CV and Carisma Prima Limited as Trustee of the Joseph Trust, ManagingPartner of Pimjo Trust CV, authorized the Plan of Revitalization of Pimjo Oorganizationdated February 17, 2012.

WHEREAS the aforesaid Plan of Revitalization provides for a determination to be madeby experts as who the proper beneficiary of the structure to be construed by the OperatingTeam, under the supervision of the Council of Advisors, under the vigilance of theCustodes and under the strict scrutiny and inspection of the Ombudsman in charge toascertain that the wishes of Josef Grootkerk Zeldenrust remain exactly the same.

WHEREAS Jorge M. Redmond Schlageter, Astrid Kristina Redmond Horn, RafaelAlfonzo Hernandez and German Toro Arevalo have intiated secretively a conflcit indisregrad to the rules agreed upon to solve potential conflicts by reactivating FundacionPimjo A.C. (dormant with their knowledge since well before their appointment in June30, 2009) in order to pursue their own personal interests.

WHEREAS Fundacion Pimjo A.C. is an instrumentality that lost effectiveness andfunction after the change of the fiscal system in Venezuela in force as of January 1, 2000since any foreign source income will be taxed, at least, by a flat tax rate of 34% andbecame a risk factor as further explained below for multiple mistakes and because of thepresence of Jorge M. Redmond Schlageter who allegedly signed that Deere number 1issued by Pedro Carmona Estanga on 12th or 13th April 2002.

WHEREAS Fundacion Pimjo, A.C. has no relationships with Oppenheimer & Co., Inc.

WHEREAS section ll.b.vii (2) of the Plan of Revitalization of Pimjo Organization datedJanuary 17, 2012 states that in case of failure, assets are to be distributed to SociedadAnti.Cancerosa del Distrito Federal (30%), Sociedad Amigos de los Ciegos (20%)Sociedad Antituberculosa de Venezuela (15%), Patronato Nacional de Ancianos eInvalidos (20%) y Fundacion Venezolana contra la Paralisis Infantil (15%).,

WHEREAS: Luis Alejandro Aguilar Pardo has been authorized by Carisma PrimaLimited as Trustee of the Joseph Trust and by Carisma Prima Limited as Trustee of theXavier Trust and by Carisma Prima Limited by itself to take such extraordinary measuresto protect the assets of the partnership in accordance with resolution 12 b of theUnanimous Joint and Special Resolution of the Shareholder and Managing Director ofCarisma Prima Limited dated January 17, 2012:

"h.- upon perceiving signals, receiving information, orhaving notices, Luis Alejandro Aguilar Pardo isempowered with full powers and authority to perform anyact in order to protect the assets of Pimjo Organizationfrom any action taken or to be taken against them by anyperson."

WHEREAS: An action of interpleader has been brought in the Supreme Court of NewYork, New York County (Oppenheimer & Co., Inc. v Pimjo Trust et al.) and aninterlocutory application for pre-commencement discovery has been brought in The HighCourt at Auckland, New Zealand Jorge Redmond & Ots. v Carisma Prima Limited; bothagainst Pimjo Organization.

WHEREAS: Pimjo Organization has no financial resources to attend for its defence sincethe actions Jorge M. Redmond Schlageter, Astrid Kristina Redmond Horn, RafaelAlfonzo Hernandez and German Toro Arevalo.

WHEREAS: Jorge Mateo Redmond Schlageter has confessed under oath that their solepurpose is to file a claim in New Zealand for the removal of Carisma Prima Limited -implicitly admitting that those persons are not directors of Carisma Prima Limited norrepresent Pimjo Trust CV.

RESOLVED: In accordance with clause 9.v. of the Deed of Creation of Pimjo Trust CVas of July 7, 2009 and clause 9.v. of the Amended and Reinstated Deed of Creation ofPimjo Trust CV dated April 15th , 2012, to authorize Pimjo Trust CV to borrow or raiseany money on mortgage or overdraft or otherwise with or without security from anyperson firm company bank or corporation at such rate of interest for such terms andgenerally on such conditions as the Managing Partner shall think fit and to sign anymortgage deed agreement or other document in connection therewith and no person firmcompany bank or corporation lending money to the partnership shall be concerned toenquire as to the application of the money or as to the purpose for which the money maybe borrowed.

FURTHER RESOLVED: To authorize Luis Alejandro Aguilar Pardo to negotiate theterms of any loan in the terms he seems fit and to apply those funds so raised in financingthe defense of Pimjo Organization from the malicious and frivolous aggressions fromJorge M. Redmond Schlageter, Astrid Kristina Redmond Horn, Rafaef AlfonzoHernandez and German Toro Arevalo.

FURTHER RESOLVED: To authorize that all borrowings - whether principal or interests- be secured with the proceeds of Pimjo Trust CV at Oppenheimer & Co., Inc., accountnumber A14-0505833.

lar & Aguwar VLimited,Shareholder.By: Luis Alejandro Aguilar P.,Managing Director.

Luis Alejandro Agliilar^ P., Dkector.Managing Director.

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