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SERVIÇO PUBLICO FEDERALMJ - DEPARTAMENTO DE POLÍCIA FEDERAL
SUPERINTENDÊNCIA REGIONAL NO PARANÁGT/LAVA JATO/DRCOR/SR/DPF/PR
OPERAÇÃO LAVA-JATO 22IPL n° 60/2016
INVESTIGADO: RENATA BRITTO
CPF: 312.628.478-77
ENDEREÇO DE BUSCA: Rua Edmundo de Amics, 94, Jd. MonteKemel, São Paulo/SP
EQUIPE GERAL n. SP- 06
AUTO DE APREENSÃO DOCUMENTOS N° 44/2016
ITEM n. 38
(OBS. Refere-se ao item 24 do AUTO CIRCUNSTANCIADO DE BUSCA EARRECADAÇÃO)
mNecesitan Carta de Indemnización
Cliente
-Sr ALESSANDRO DESSIMONI
ALESSANDRO DESSIMONI 2 ^*
o
>
N, ALESSANDRO DESSIMONI ^ ^
BRUNO BROS CONSULTING LTDA.
4. DAVIDMUINO,/ v , )r :1 C J,^Lc
fDAVIDMUINO
CsT-
Xf DAVIDMUINO ^
^ DAVIDMUINO O' ^
DAVID MUINO ^
V DAVID MUINO
PEROBA ADVOGADOS
PEROBA ADVOGADOS^^
^ ESCRITÓRIO BECHARA JR. ADVOCACIA/U^gnvi/H>g Qmo'L .-^u io^^fíH
\FICSA FIDELITAS CORPORATE SERVICES S.A.
ILLUMINA CAPITAL MANAGEMENT BVI
-51 "3 A
jTj/MA
File
Number:
200784
200785
201410
204SB8
213830
213539
213833
213822
214S54
213832
215986
201677
202616
205971
206417
Compafib
\SILVERCLOUD ENTERPRISESINC
SILHOUETTE INVESTMENTSSA
\ FANNON CORPORATION S.A.
EVERLASTING TRADING LTD.
^ACORN LIMITED ^
LYNWATER INVESTMENTS GROUP
\ BROADWAY HOLDINGS LTD
Acona lnt'l Investments Ltd. ^
ADRIA-VENERELTD.
AFTERIX INTERNATIONAL LTD
Ekos Investments LTDA.
AQUARIUS CONTINENTAL CORP.
JUSTE INTERNATIONAL S.A.
BURINE GROUP LTD.
MIBS.A.
Fi
Enviar
información
sobrelos
accionistas
para poder
emitir Ia
resolucíón de
cancelaclón
de Ias
acciones al
portador
INTER-OFFICE MEMO
To: MOSSFON BRASIL
Date: 28*^March, 2014
RE; BAYLISS CONSULTANTS CORP. (2259739)
Dear Coileagues;
Enclosed herewith please find the foltowing documents for the above-mentionedcompany, to wit:
El Public Deed- Legalized
El Consent to Act Letter
O Translation ofthe apostille on set ofdocuments
E Non-Activíty Letter
E Translation of Documents
E Assignment ofSubscription oftwo Shares
• Reassignmentletter
• Our invoice
EU Two (2) Power ofAttomey - legalized
• Nevertrade letter
E Resolutíon ofBoard DirectorsEl Share Certificates
El Artidesof Incorporation
E Share Register
O Corporate seal
Ifwe can be of further assistance, do not hesitate to contact us.
Regards,
ShahariiCORPO DEPARTMENT
0
Necesítan Ia Oeclaración
V
^ o/c
ClienteRIe
Number:Compafiía
^ ALEXANDRE VIDALTAVARES PAIS í^.n 207945JIMSON HOLDING
LTD.
*v ALEXANDRE VIDAL TAVARES PAIS^ 207946KYNSBER6
TRADINGCORP.
ANTONIO CARLOS VIRIATO DE MIRANDA 211636OVERLUX
ENTERPRISES S.A.
^ ARAMIS MAIA PATTI 207271
SKYTRADE
INTERNATIONAL
INC.
\ ARAMIS MAIA PATTI 208091Gudway
Corporation
CÉSAR ANTONIO LANZONE 211267
UNITED
CONSTRUaORS
CORPORATION
DANDUE ENTERPRISESITD. 208088Dandue
Enterprises Ltd.
^RODRIGO FELIPE MARTINEZ TORRES 205882Díkalos Services
Inc
ILLUMiNA CAPITAL MANAGEMENTBVI 206630
BALMER CAPITAL
MANAGEMENT
INC.
-t
Necesítan Carta de Cancelación de Acciones al Portador
-iiDevt Ani//}L Jlolj
ClienteRIe
Number:Compafíía
\ CÉSAR ANTONIO LANZONE 211267
UNITED
CONSTRUCrORS
CORPORATION
DANDUE ENTERPRISES LTD. 208088Dandue
Enterprises Ltd.
"^RODRIGO FELIPE MARTINEZ TORRES 205882Olkaíos Services
Inc
^ILLUMINACAPITAL MANAGEMENTBVI 206630
BALMER CAPITAL
MANAGEMENT
INC.
q/iá.
^ '<ZA/(/olj-ehQ !))){., í^Ci -/fi
^ DcC
/ipofS
^ >vvJ A C ay
^ -t í?i>V. Ctit^íe / /5 9^ '̂ ^oAli/iL. oA
]\J A/Xl/)l/^J1\J^ QJ^
Page/Pagina: 1 of/de 1
Shipper/Rimetente:Mossack Fonseca & Co.EDGARDO TEJADAMarbella, Calle 54 Edif ArangoOriliac Primar Piso
PANAMA PanamaPanama
Phone/Teléfono: 5072055888Ext:Fax;
Consignae/Destinatario:MOSSACK FONSECA & CO. (BRASIL)S/CMs. Maria Mercadas Riaí^oAV PAULISTA 2073-HORSA 13' ANDAR-CONJ. 304CEP 01311-940
SAO PAULO 01311-940Brazil
Phone: 551130101825
Teléfono:
Fax: (55) 11 3251-4222
# of Pkg.# de Paq
ToL Pkg.Tot Paq.
Type of Pkg.Tipo de Paq.
Total WeightPeso Total
0.50
Detaited Description of GoodsDescripción detaliada de mercancias
CORPORATE KITS
5^/
kg(s)
a »•,%>*
Commercial InvoiceDate: 03/26/2014
Fecha:
Alnvaybill Number: 1255468771Número de envio:
Export Reference:Referencia de Exportacion:
Export Reasons / Razón para Exportar:NO COMERCIAL VALUE FOR INTEROFFICES USE ONLY
Country of Manufacture
País de Fabrlcación
QtyCant
Unit Value
Valor UnitarkSubtotal
Panama
ALL CURRENCY IN USD
TODOS LOS VALORES EN USD
36 1.89
Total Declared ValueValor Declardo Total
Other:
Invoice TotalTotal de Factura
68.04
68.04
0.00
68.04
Shlpper^s Declaratlon:l/wewarrant that ali appiicablecustoms, Import, export. and other laws and regulations, of ali countries to, from, or through which the above merchandisemay pass have been complied with. I/we authcrize DHL to complete on my/our behalf any documents required to compíy with such laws and regulations.l/we hereby appoint DHL as my/ouragent to conduct customs clearance and entry and certify DHL as the consignee solely for the purpose of designatinga customs broker to perform customs clearance and entry of the merchandise described above. l/we certify that ali information provided to DHL orally,or set forth in this commercial invoice is accurate and complete, l/we agree to indemnify and hold DHL harmiess for any claim, liability, or expensearising from my/our failure to comply with any appiicable law or regulation.
Declaraclón dei remitente:
Yo/nosotros certifico/certificamosque he/hemos cumplido todas Ias leyes y regulaciones aplicables a Ia importación, exportación y demás de los paísesa los que, desde donde y a través de los cuales puedan pasar Ias mercancias arriba citadas. Yo/nosotros autorizo/autorizamos a DHL a ejecutar enmi/nuestro nombre cualquierdocumento requerido para cumplircon esas leyes y regulaciones. Por tanto, yo/nosotros designo/designamos a DHL comomi/nuestroagente para proceder con los despachos de aduana y entrada y certifico/certificamos a DHL como consignatario unicamente con el propósito dedesignar un agente de aduana para ejecutar los despachos de aduana y entrada de Ias mercancias descritas en esta declaraclón. Yo/nosotroscertifico/certificamosque toda Ia información proporcionada a DHL oralmente o en esta declaraclón es precisa y completa. Yo/nosotros acuerdo/acordamosindemnizary absolver a DHL por cualquier reclamación, obligación o costo debido a mi/nuestro Incumplimiento de cualquier ley o regulacíónaplicable.
Signature/Firma:
Title/Cargo:
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVlBUSINESS COMPANIES ACT 2004
ARTICLES OF ASSOCIATION
OF
Santa Tereziaha Limited
A COMPANY UMITED BY SHARES
1, REGISTERED SHARES
11 Every Shareholder is entitled to acertificate signed by adirector of the Company, or any other pereonauthorised by Resolution of Directors, orjwder the.§eal specifying the number of Shares held by himand the signature of the director, ofpjjer'or authorised the Seal may be facsimiles.
12 Any Shareholder receiving acertifica» '̂shaU indemnliy and hoid the Company and its directore ^dofficers harmless from any k)ss ocliabiUty xvhich it or th^ manincur by reason of any wrongfol orfraudulent use or rcpresentaiion mdc by any pecson by vimAof the possession thereof. If acertificatefor Sltarcs is wom out or lost it may be eénewed on prod^tion.of the wom out certific^ or onsatisfactory proof of its foss tôgether with tuch indemnit)|as r^y be reqmred by Resolution ofDirectors. ' • - ;
X - I » i13. Ifseveral EHgible Persons regíStged-as jntei^lMÉiprs^aáy S^es, any one of such Eligible Persons
may give an effectual receipl any O^ibution. /
2. SHARES
2.1. Shares and other Securiries may be issued at such times, to such Eligible Persons, for such considerationand on such terms as lhe directors may by Resolution ofDirectors determine.
22. Section 46 ofthe Act {Pre-emptive rights) does not apply to the Company.
2.3. AShare may be issued for consideration in any form, including money, a promissory note, or otherwritten obligation to contribute money or property, real property, personal property (including goodwtlland know-how), services rendered or acontract for future services.
2.4. No Shares may be issued for aconsideration other lhan money, unless aResolution of Directors hasbeen passed stating:
(a) the amount tobe credited for the issue ofthe Shares;
(b) their determination of the directors of the reasonable present cash value of the non-iimeyconsideration for the issue; and
(c) that, in the opinion, ofthe directors, the present cash value of the oon-money consideration forthe issue isnot less than the amount to be credited for lhe issue oftheShares.
"True and exactcopy oí origina;
Date : ../Lf0.í/^./!A,JBy (initials):
MEMBERS
Nam* & AddTMS
RICARO TAKESHIAKAGAWA
RUAANGRA DOS REIS. 700, Sto PAULO.SP,BRASIL CEP 046*3^)60
SINAL REGISTER KEPT AT: RUA ANGRA OOS REIS. 700
Santa Terezinha Umited
(Tortola, Biltish Vii^in Islands)
REGISTER OF MEMBERS
No. ft CiaMiSortM olStaros
ORDtMRY
COOMdIO
b* momboron;0Mb ofTmnafbr
P«0*1Of1
Traiwftr I exehêngt
No.« OaosAarlob oTShirM
FULLNAME
Santa Terezinha Limited
(Tortola, British Virgín Islands )
REGISTER OF OIRECTORS
AODRESS
RICARD TAKESHIAKAGAWA Rua Angra dos Reis, 700. Sao Paulo- SP CEP 04643-060 Brazil
ORlGiNALREGISTERKEPTAT: RUA ANGRA DOS REIS, 700
DATEOFAPPOINTMENT
11-MAY-2007
llofl
DATE
CEASEDTOACT
2.5.
2.6.
2.7.
3.
3.1.
3.2.
3.3.
3.4.
3.5.
3.6.
3.7.
4.
4.1.
-2-
The Company shall keep aregister (the "register ofmembers") containing:
(a) the names and addresses ofthe Eligible Persons who hold Shares;
(b) the number ofeach class and series of Shares held by each Shareholder,
(c) the date on which the name of each Shareholder was entered in lhe register ofmembers; and
(d) the date on which any Eligible Person ceased to be aShareholder.
The register of members may be in any such form as the directors may approve, but ifit is in magnetíc,electronic or other data storage form, the Company must be able to produce legible evidence of itscontents. Until the directors otherwise determine, the magnetic, electronic or other data storage form shallbe theoriginal register of members.
AShare is deemed to be Issued when the name of the Shareholder is entered in the register of members.
REDEMPTION OF SHARESAND TREASURY SHARES
The Company may purchase, redeem or otherwise acquire and hold its own Shares save that tiieCompany may not purchase, redeem or otherwise acquire its own Shares without the consent ofShareholders whose Shares are to be purchased, redeemed of otherwise acquired unless the Company ispermitted by the Act or any odier provísiòn ín the Memorandym or Articles to purchase, redeem orotherwise acquire the Shares without their consent.
' . \
The Company may only Otfer tó purchase, redeem or otherwise ^uire Sh^es ifthe Rcsolution ofDirectore authorising the purchase, redemplion or other at^uisition contains a statement that thedirectors are satisfíed, on reasoíable grounds, that immcdiati^y affer the acquisition the value oftfieCompany's assets will exceed its líabilities and tbc Company will fee able to pay its debts as thcy felldue. 's- - t /
-• f
Sections 60 i^Process for acquluition to one or more shareholders) and 62{Shares redeemed otherwise than at-lhe option cfcompar '̂̂ the Act shall not apply to the Company.
Shares that the Company purchases, redeems or otherwise acquires pursuant to this Regulation may becancelled or held as Treasury Shares except to the extent that such Shares an in excess of50 percent ofthe issued Shares in which case thcy shall be cancelled but they shall be available for reissue.
Ali rights and obligations attaching to aTreasury Share are suspended and shall not be exercised by theCompany while it holds the Share as aTreasury Share.
Treasury Shares may be transferred by the Company on such terms and conditions (not otherwiseinconsistent with the Memorandum and the Articles) as the Company may by Resolutíon ofDirectorsdetermine.
Where Shares are held by another body corporate ofwhich the Company holds, directly or indircctly,shares having more than 50 per cent of the votes in the election of directors ofthe other body corporate,ali rights and obligations attaching to the Shares held by the other body corporate are suspended andshall notbe exercised by the otherbody corporate.
MORTGAGES AND CHARGES OF SHARES
Shareholders maymortgage or charge theirShares. "True andexacicW
Date : 'By (Initials):
-3-
4.2. There shall be entered in the register ofmembers at the written request of the Shareholder:(a) astatemenl that the Shares heid by him are mortgaged or charged;(b) the name ofthe morlgagec or chargee; and
(c) the date on which the particulars specified in subparagraphs (a) and (b) are entered in theregisterof members.
4.3. Where particulars ofamortgage or charge are entered in the register of members, such particulars maybe cancelled:
(a) with the written consent of the named mortgagee or chargee or anyone authorised to act on hisbehalf; or
(b) upon evidence satisfactory to the directors of the discharge of "''"fmortgage or charge and the issue ofsuch indemnities as the directors shall consider necessary ordesirable.
4.4. Whilst particulars of amortgage or charge over Shares are entered in the register of members pursuantto this Regulation:
y-
(a) no transfcr ofany Sha^the gu^tlíftfese-tiai^alars^aU be effected;(b) the Company may rwt pucahase. redeeitn or otherwtsWcqui^ any such Share; and
' ^ 3' •' - '
(c) no replacement certifica^ shall be i.ssucd inrespect of^ch ^ares,V -v - 3? . r
without the written consent^fthé named raoi^^orcharge
5. FORFEITURE " ^
51 Shares that are not fuily paid on iswe aíe súbfScffS^the f^ure provisions set forth in ftis Regulationand for this purpose Shares issued tbr Sptemjssdij; noi^r written obligation to contribute money orproperty or acontract for future services are deemed to be not fully paid.
Awritten notice of call specifying the date for payment to be made shall be served on the Shareholderwho defaults inmaking payment in respect ofthe Shares.
The written notice of call referred to in Sub-Regulation 5.2 shall name afi^er date not e^lier than theexpiration of 14 days from the date of service of the notice on or before which the pa>ment «qmred bythe notice is to bc made and shall contain astatement that in the event of non-payment at or ^time namcd in the notice the Shares, or any of them, in respect of which payment is not made witl beliable to be forfeited.
54 Where awritten notice of call has been issued pursuant to Sub-Regulation 5.3 and the requiremente ofthe notice have not been complied with, the directors may, at any time before tender of payment, forfeitandcancel the Shares to which the notice relates.
5.2.
5.3.
5.5. The Company is under no obligation to refund any moneys to the Shareholder who^ Shares have beencancelled pursuant to Sub-Regulation 5.4 and that Shareholder shall be discharged from any fiirtherobligation to the Company.
"True and exact copy otDate
By (initials) "•
^
6. TRANSFER OF SHARES
61 Shares may be tramferred by awritten instrument of tnmsfer signed by fte transar and aontaining tha' name and address of lhe transferee, which shall be sent to the Company for registration.
62. The transfer of aShare is effective when the name of the transferee is entered on the register ofmembers.
st If the directors of the Company ate satisfied that an instrument of transfer relating to Sh^s has been' • signed but that the instrument has been iost or destroyed, they may resolve by Resolution of Directors.
(a) to aecept suoh evidence of the transfer of Shares as tbey consider appropriate; and(b) that the tiansferee's name should be entered in the register of members notwithstanding the
abscncc of the instrumentof transfer.
Subject to the Memorandum, the personal representative ofadeceased Sharehdder may transfer aShareeven though the personal representative is not aShareholder at the time of the transfer.MEETINGS AND CONSENTS OF SHAREHOLDERS
Any director of the Company may eonvene meetings of t^ Shareholders at such times and in suchmaíiner and places within or iwtside tte Bffli.sh Vifgàn Isiaod»^ the director considers neeessary ordesirable. "e^,
UDon the written request oíShat^olders entiüed to exercise'̂ 0 pcr.xent or more of the voting ^ts in«^ct ofT Lttl for whicte the mectin^Ja «quested t| ^r^ors shall eonvene ameetmg ofShareholders. • " 7 -u
The director convening am«ting*a«,giye^Sthan 7<)|s' r^ice ofameeting of Shareholders to:(a) those Shareholders wíihse naiAeaon the date iHÍ^noticif is given appear as Sh^eholders in the
register ofmembers of the Company aniíare entitl^ vote at the meeting; and
(b) theotherdirectors.
The director convening ameeting of Shareholders may fix as the record dató for determining thoseShareholders that are entitled to vote at the meeting the date notice is given of^e mwtmg, or such othcdate as may be specified in the notice, being adate not carher than the date of the notice.
Ameeting of Shareholders held in contravention of the requirenieiit to give notice « ^Shareholders holding at ieast 90 per eent of the total voting rights on ali the matters to ^the meeting have waived notice of the meeting and, for this pui^se, the presence of aStoebolder atthe meeting shall constitute waiver in relation to ali the Shares which that Shareholder holds.
76 The inadvertent failure of a director who convenes a meeting to give notice of a meeting to asLhdder « another director. or the fact that aShareholder or another director has not receivednotice, does not invalidate themeeting.
7.7. AShareholder may be represented at ameeting of Shareholders by aproxy who may speak and vote onbehalfofthe Shareholder.
78 The instrument appointing aproxy shall be produced at the place designated for• • time for holding the meeting at which the person named in such instrument proposes to vote. The notice
"True and exact
6.4.
7.
7.1.
7.2.
7.3.
7.4.
7.5
Date
Bv (inma\s)
7.9.
-5-
of the meeting may specify an altómative or additional place or time at whieh the proxy shaU bepresented.
anrn*v shall bc íti substantiollv the folldwíng form or such othcr forra as thech^ln rfüie meeting shall accept as properly evidencing the wishes of the Shareholder appointingthe proxy.
[ Name ofCompany ]
I/We being a Shareholder of the above Company HERE^ APPOINTqj-. or failing himto be my/our proxy to vote for me/us at the meeting
of Shareholders to be held on the day ofadjoumment thereof.
(Any restrictions on voting to be inserted here.)
Signed this day of 20
and at any20.
Shareholder^ *"1
710 The following applies wher^Shar^are jointly o^irned.
(a)
(b)
(c)
I f
ifonly one of the jeint owners is present %persoi^rjointowners;and jf
iftwo or more ofthe joint qwncR^àtefí6S«IIt mpe^or by proxy they must vote as one.
if two or more persóns hpld Shares joS '̂each ofthe# i^bc present in person or by proxy atameeting of Shardioldeis and may speak as aSharehíÇieji j
iroxy he may vote on behalf of ali
711 AShareholder shall be deemed to be pmsent ãl amretíofStoholders ifhe Pfor other electronic means and ali Shareholders participating in the meetmg are abie to hear each other.Ameeting of Shareholders is duly constituted if, at the conimcnccmcnt of the meeting, there are pmsenttZS^^hypTO^y not less thi 50 per cent of the votes of lhe Shares ent.tlcd to vote on ResolufonsofShareholders to be considered at the meeting. Aquorum may ^^^bvand then such Dcrson may pass aResolution of Shareholders and acerlificate signed by such person"com^Lw wC"^ be aproxy by acopy of üre proxy instrument shall oonsbmte avalrdResolution ofShareholders.
Ifwithin two hours from the time appointed for the meeting aquon^ isconvened upon the requisition ofShareholders, shall be dissolved; in any other case "adjoumed to the next business day in the jurisdiction in which thesame time and place or to such othcr time and place as the directors may determine, and ifat theadioumed meeting there are present within one hour from the time appointed for the meeting in persononelrd of br= votes oftire Shares or each class o-"-»/vote on the matters to be considered by the meeting, those present shall constitute aquorum butotiieiwise themeeting shall bedissolved.
At every meeting of Shareholders, the Chairman of the Board shall preside as chair^ ofthe meetingIf there is no Chairman of the Board or if the Chairman of the Board is not present at the &
-True and exact copy 01AyO
Date : ^
By (initiais)
7.12.
7.13.
7.14.
I
-6-
Shareholders present shall choose one of their number to be the chairmm If the Shaieholders^eunable to chooso achairman for any leason, then the person representing the greatestShares present in person or by proxy at the meeting shall preside as ehairman fading which the oldestindividual Shareholder or representative ofaShareholder present shail take the chair.
715 The chairman may, with the consent of the meeting, adjoum any meeting from time to time, and froinplace to place, but no business shall be transacted at any adjoumed meetmg other than the business leftunfinished at the meeting from which the adjoumment took place.
716 At any meeting of the Shareholders the chairman is responsible for d^iding in such manner as heconsiders appropriate whethcr any resolution proposed has been carned or not and result of hisdecision shall be announced to the meeting and recorded mthe minutes of the meeting. Ifthehas any doubt as to the outcome of lhe vote on aproposed resolution, he shall cause apoli to be taken ofali votes cast upon such resolution. If the chairman fails to take apoli then any Sh^holder present mperson or by proxy who disputes the announcement by the chairman of the result of any vote mayimmediately following such announcement demand that apoli be taken and the cl^rmM shall cause apoli to be taken. If apoli is taken at any meeting. the result shall bc announced to the meeting andrecorded in the minutes ofthe meeting.
717 Subiect to the specific provisions contained in this Regulation for the appointment of representativas of• • Eliaibie Persons other than individuais' the right of any individual to speak for or represem a
Shareholder shall be determined by the law of lhe jurisdictií» wherc, and by the documents by which^the Eligible Person is constitutfía or d^tíves ils existenec. In caçe of doubt, the directors may in g<^faith seek legal advice from any qualified person and unless and until acourt of coinpetent jw^ictionshall otherwise rule, the diwctor^ay rely and act upon sucb adviçe without incumng any liability toanyShareholder or the Coiípany.
718 Any Eligible Person other than # individual jsMcb is aShardtoider may by resolution of its directors• or other goveming hody ithorUe spch as it thioks f^ to act as its represenmtnre at a^
meeting of Shareholders or ,of ai% dtass àfltó^oiders, and ^e mdrv.duai so authonsed sMl teentiüed to exercise the same íights otl^^inf^ii^e Person which he represents as that EhgihiePcisoncouldexerciseifitwereaij,>dii^^l.,tf,^
719. The chairman of any meeting at which a "proxy ot on bchalf of any Eligible Pereon oth«than an individual may cail for anotarially certified copy of such proxy or authonty which sl^l beproduced within 7days of being so requcstcd or the votes cast by such proxy or on behalf of suchEligible Person shall bedisregarded.
7.20. Directors of the Company may attend and speak at any meeting of Shareholders and at any separatemeeting ofthe holders ofany class orseries ofShares.
7.21. An action that may be taken by the Shareholders at ameeting may ^so be taken by aconsented to in writing, without the need for any notice, but if any Resolution of Shareholders isadopted otherwise than by the unanimous written consent of ali Shareholders, acopy of such resolutionshall forthwith be sent to ali Shareholders not consenting to such resoluüon. The consem may be mtheform of counterparts, each counterpart being signed by one or more Shareholders. If theone or more counterparts, and the counterparts bear diffcrcnt dates, then the resolution shall t^e efferton the earllest date upon which Eligible Persons holding a sufficient nurnber ot votes of Shares toconstitute aResolution of Shareholders have consented to the resolution by signed counterparts.
8. DIRECTORS
81 The first directors of the Company shall be appointed by the first registered agent wi^in 6monfe ofthe date of incorporaticn of the Company; and thereafter. the directors shall be elected by Resoluüon ofShareholders or by Resolution of Directors.
Date:
By(initials);
8.2.
83.
8.4.
-7-
No person shall be appointed as adirector. or nominated ^ areservotoLsented in writing to be adirector or to be nommated as areserve drrector.Subject to Sub-Regulation 8.1 minimum number of diieetors shall be one and there shall be nomaximum number.
Each director holds office for the tem., ifany, fixed by the Resolutionnirectors aDDointine him, or until his earlier death, resignation or removal. If no term is fixed on theaproTn^erofadifector. the director serves indefmltely until his eariier deatlu res.gnat.on or rentovai.
8.5. Adirector may beremoved from ofTice,
(a) with or without cause, by Resoiution of Shareholders passed at ameetíng ^for the purposes of removing the director or for purposes includtng the removal ^ctóror by awritten resoiution passed by aleast 75% of the Shareholders of the Company entitledvote; or
(h) whh cause, by aResolution of Direclors passed at ameeting of^irecwrs called for the purposeof removing the director or for purposes including the removal of the director.
s.b. Adltectorrnayr^H^t^e^^^^^^
disqualified from acting as adtreetqr tjnder the Act. ^ X
87 The directors may at any time appoint any person to be a>ector either to fill avacancy or as^* flddition to the existing directors. Where the directors appoint^ perSon as director to fill avacancy, the
term shall not exceed the term that remainei when lhe person »ho has ceased to be adtrector ceased toholdoffice. : ^ ^
1 • j' ^ if^íWifr^^diesrfir othfl^isc ccascs to hold office pnor tothe8.8. Avacancy in relation to directors oc«^ iraairecior aij^r oin^iscexpiration ofhis term ofoffice.
g9 Where the Company only has one ShaféhoUít wboá* «« individual and that Shareholder is also theI^^wr of me Company, the sole Shareholder/director may. by instrument tn wnting, nominate apersonwto rnot rn^q^írom being adirector of the Company as areserve director of the Company mact in the place ofthe sole director In the evenl of his death.
8.10. nw nomination ofaperson as areserve director of the Company ceascs to have effect if;(a) before the death ofthe sole Shareholder/director who nominated him.
(i) heresigns as reserve director, or
(ü) the sole Shareholder/director revokes the nomination in writing; or
(b) the sole Shareholder/director who nomin^d him ceases to be the sole Shareholder/director ofthe Company for any reason other than his death.
8.11 The Company shall keep a registar ofdirectors containing:
(a) the names and addresses of the petsons who are directors of the Company, or who have beennominated as reserve directors ofthe Company,
By (iniliais):.
9.2
9.4
(b)
(c)
(d)
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the date on which each person whose name is entered in the register was appointed as adirectorofthe Company, or nominated as areserve director ofthe Company;
the date on which each person named as adirector ceased to be adirector ofthe Company;
the date on which the nomination of any person nominated as areserve director ceased to haveeffect; and
(e) such other information as may be prescribed by the Act.
812 The register of direetors may be kept in any such form as the direetore may approve, but if it is tomagnetic, electronic or other data storage form. the Company must be able » produce '«8^ofits contents. Until aResolution of Direetors determimng otherwise is passed, the magnetic, electronicorother data storage shall be the original register ofdireetors.
8.13 The direetors may, by Resolution of Direetors, fix the emoluments of direetors with respect to servicesto be rendered in any capacityto the Company.
8.14 Adirector is not required to hold aShare as aqualification to office.
9 POWERS OF DIRECTORS
91 The business and affairs of the ^Compa^ sháífSe mansiged under the direction or supervision of,the direetors of the Company, Thê^rectore of the Company have ali the powers ^ssary formanaging, and for directing and aipervising, the business âad af^rs of themay pay ali expenses incucrcd.preliminary to and In cònnection wtth the mcorporation of the Comp^yand may exercisc ali such powe® of the Company^ are not the Act or by the Memorandum or theArticles required to be exefcisedby the Sharehotders. 'í' ^
Each director shall exercise his powers for 4proBcr* purpossitad^U not act or a^e to the ^anyacting in a manner that contravenes the WfStnWáfiauin, the Alicies or the Act. Each dirertor incxcreising his powers or performing his'«hitieSt shall ^honcslly and in good farth mwhat the directorbelieves to be tiie bestintercsts of thç-Company.
93 If the Company Is the wholly owned subsidiá^Ç ÕfT holding company, a Company mt^.whcn exercltog powers or ^rforming duties as adirector, act in amanner which he ^Iieves is in thebest interests of the holding company even though it may not be mthe best mterests of the Company.
Any director which is abody corporate may appoint any individual as ils duly authonsed representróvefor the purpose of representing it at meetings of the direetors. with respect to the sigmng of consents orotherwise.
9.5 The continuing direetors may act notwithstanding any vacancy in their body.
96 The direetors may by Resolution ofDireetors exercise ali the powere of the Comp^y to incinindebtedness, Habilities or obUgations and to secure indebtedness, habilities or obligations whether ofthe Company or of anythirdparty.
97 Ali cheques, promissory notes, drafts, biíls ofexchange and other negotiable instruments and ali r^eiptsfor moneys paid to the Company shall be signed, drawn, accepted, endoreed or otherwise execi^d, asthe case may be, in such manner as shall from time to time bc determined by Resolution of Direetors.
98 For the purposes of Section 175 {Disposition ofassets) of the Act, the direetors may by R^^o"Direetors determine that any sale, transfer, lease, exchange or other disposition is in the usual or regular
"Trua and exact copy
Date
By (initials^
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course of the business carried on by the Company and such determinatíon is, in the absence of fraud,conclusive.
10 PROCEEDINGS OF DIRECTORS
10.1 Any one director ofthe Company may call ameetíng of the directots by sending awritten notice to cachother director.
10 2 The dimctors ofthe Company or any eommittee thereofmay meet at such times and in such m^r andplaces within or outside the British Virgin Islands as the ditectors may determine to be necessary ordesirable.
10 3 Adirector is deemed to be present at ameeting of directots if he participates by telephone or otherelectronic means and a!l dircctors participating in the meeting are abie to hear each other.
10 4 Adirector shall be given not less than 3days' notice ofmectings ofdirectore, but ameeti^ of diretíoisheld without 3days' notice having been given to ali directors shall be valid ifali the directors entitled tovote at the meeting who do not attend waive noüce of the meeting, and for this wose the P^sen^ ofrdirectTr at amefting shall constitute waiver by that director. The inadvertent t^lure to give nooce ofameeting to adirector, or the fact that adirector has not received the notice, does not invalidate themeeting.
10 5 Adirector may by awritten instfument appoint an altemate whaneed not be adhector and the alte^teshall be entitled to attend meafmgs inthe absence ofthe diretor Who appointed him and to vote mplaceofthe director until the appdntmeát lapsos ori»terminated.
10 6 Ameetíng of directors is duly constituted for ali purposes if áthe commencement ofthe meeting Aerei™eLn. in plrrson or by altentete no. less ttan one-haif ofAe number of drreetors, unless Aereare only 2directors in whicb case the quorum is 2.. ^ ^
If the Company has only one.director the p^twfsieivs he|aifcoti(^ned for meetings of directors do notapply and such sole director has^ll power to tepresenfhnd actfor Ae Company mali matters ^ ^ notbfthe Act. Ae Memorandum or the Articles required to be exere.sed by Ae Shareholders. ta heu ofminutes of ameeting the sole director'AaU.ia:oHl.w writing and-sign anote or merrorandum of ^1matters requiring aResolution of Directors. Such anote or memorandum constitutes sufficient evidenceof such resolution for ali purposes.
10 8 At meetings of directors at which the Chairman of the Board is present, he shall preside as chairman ofAe"g IfTere is no Chairman ofthe Board or if the Chairman of Ae Board is not present. Aedirectors present shall ohoose one ofAeir number to be chairman ofAe meetmg.
109 An action Aat may be taken by Ae directors or aeommittee ofdirectors at ameetíng may .^«3by aResolution of Directors or aresolution ofacommmee ofdirectots consented to ''''maiority of directors or amajority of members ofAe eommittee, as Ae case may te. withoul the needfor any notice. The consent may te in Ae form ofeounterparts each counterpart being sagned by one ormore directors. IfAe consent is in one or more eounterparts, and the eounterparts bear diff^nt dates,Aen the resolution shall take effect on Ae date upon which the last director has consentedresolution by signcd eounterparts.
11 COMMTITEES
n 1 The directors may, by Resolution of Directors, designate one or more co^ittees, cach co^i^i^ ofone or more directors, and delegate one or more oftheir powers, including the power to affix the Seal, tothe eommittee.
11.2 The directors have no power to delegate to acominittec ofdirectors any ofthe following powers:"True and exact copy o^óriginal*'Date :
By (initíald);.
10.7
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(a) to amend the Memorandum crthe Articles;
(b) todesignate committees ofdirectors;
(c) to delegate powers to acommittee ofdirectors;
(d) to ^point cr remove directors;
(e) to appoint or remove an agent;
(f) to approve aplan ofmerger, consolidation crarrangement;
(g) to make adeclaraticn of solvency or to approve alíquidation plan; or
íh) to make a determination ihat immedialely aftcr a proposcd distribution the value of theCompany's assets wíll excecd its liabilitics and the Company will be able to pay its debts asthey fali due.
11.3 Sub-Regulation (b) and (c) do not preveni acommittee of directors, where authorised by the Rcsolutionof Directors appointing such committee or by asubsequent Resolution of Directors, from appomtmg asub-committee and delegating powers exafriSUhlé byth^pommittee to the sub-committee.
114 The meetings and proceedings í^f each commmèé ofdirectors cpnsisting of2or more directors shall begovemed muiatis mutandis 1^ the pi^isions of lhe Artictes rcguiating the proceedings of directors sofer as the same are not supersedeá by any pimísions in the Resolution of Directors establishing thecommittee. .
11 5 Where the directors delegate th«sir powers to aoommittee of ^irectçrs they remain responsible fw theexercise of thaí power by the committee, uniess they believectpn re^onable grounds at ali times l^forethe exercise of the power that thct^oromlftee would exerci^ the #ower mconformity with the dutiesimposed on directors ofthe Cdmpahy-undertlfe^^Síf* >
12 OFFICERSAND AGENTS ^. U
12 1 The Company may by Resolution ofDirectors appoint ofiicers ofthe Company at such times miw beconsidered necessary or expediení. Such officers may consist ofaChairman of the Boardof Directors,a presidem and one or more vicc-presidents, secretaries and treasurers and such other mayfrom time to time be considered necessary or expedient. Any number ofoffices may be held by thesame person.
122 The officers shall perform such duties as are prescribed atthe time oftheir api»mtment subject to anymodification in such duties as may be prescribed thereafter by Resolution ofDirectors. In the absenceof any specific prescription of duties it shall be the responsibility of the Chairman of the Board topreside at meetings of directors and Shareholders, the presidem to manage the day to day affairs of theCompany the vice-presidents to act in order ofseniority in the absence of the presidem but otherwise toperform such duties as may be delegated to them by the presidem, the secretaries to maintain the registerof members, minute books and records (other than financial records) of the Cornpany ^d to em^ecompliance with ali procedural requirements imposed on the Company by applicable law, and thetreasurer to be responsible for lhe financial aflairs ofthe Company.
12.3 The emoluments ofali officers shall be fíxed by Resolution ofDirectors.
12.4 The officers of the Company shall hold office until their succcssors ^ duly appointed, but officerciected or appointed by the directors may be removed at any time, with or without cause, by Resolution
-Trueandexaotcopyofo*
By (initials):
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of Directors. Ai.y vacancy occuiring in any office of the Company may be filled by Resolution ofDirectors.
12.5 The directors may, by Resolution of Directors, appoint any person, including aperson who is adirector,to be an agent of the Company.
12 6 An agent of the Company shall have such powers and authority of the directors, including the pow^' and Authority to affix the Seal, as are set forth in the Articles or in the Resolution of Directorsappointing the agent, except that no agent has any power or authority with rcspect to the following.(a) to amend the Memorandum or the Articles;
(b) tochange the registered office or agent;
(c) to designate committees ofdirectors;
(d) to delegate powers to acommittee of directors;
(c) to appoint or remove directors;
(f) toíq)point or remove an agcnt^ t </
(g) tofixemolumentsofdi^tQrs^/ . - / -
(h) to approve aplan ofmer^ cQnsoInt^^o^^^g^wrtj(i) to make adeclaratíon-of|olvency or S^TOve aUqu^ôor^lan;
to make adeterm'̂ ti<l that the d^y will, imptedi|ely after apioposed distribution,satisfy the solvency^est; % "' i W í
to authorise the Coiiwny tB- ^ontínuc as ineorporated under the laws of ajurisdiction outside the BÍ^h VirgInisdflíSís. ^
12 7 The resolution of Directors appointing"angêrinnty authorisethe agent to appoint o» «substitutos or delegares to exercise some or ali of the powers conferred on the agent by the Company.
12.8 The directors may remove an agent appointed by the Company and may revoke or vary a powerconferred on hlm.
13 CONFLICT OF INTERESTS
13 1 Adirector of the Company shall, forthwith afler becoming aware of the fect that he is mterested maentcred into or mbe entered into by the Comparry, disclose the interest to ali other directors
of the Company.
13 2 For the purposes of Sub-Regulation 13.1, adisclosure to ali other directors to the eftect thaU dir^or isameml«rdirector or oíticer of another named entity or has afidueiary relationsh.p wtft respect to Aeenlily or anamed individual and is to be regarded as interested in any transaction which may, ato thedate of the entry into the transaction or disclosure, of the interest, be entered into with that entity orindividual, is asufficienl disclosure ofinterest in relation to that transaction.
13 3 Adirector of the Company who is interested in atransaction entered into or to be entered mto by the
D3.e •• .a/O
0)
(k)
By (initials) y- / ✓ .
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a) vote on amatter relating to lhe transacticn;
b) attend ameetíng of directors at which amatter relating to the transaction arises and bc includedamong the directors present at the meeting tbr the purposes ofaquorum; and
c) sign adocument on behalf of the Company, or do any other thing in his capacity as adirector,thaí relates to the transaction,
and, subiect to compliance with the Act shall not, by reason ofhis ofHce be aceountable to the Companyfor any benefit which he derives from such transaction and no such transaction shall be liable to beavoided on the grounds ofany such interest orbenefit.
U INDEMNIFICATION
14 1 Subiect to the limitations hereinafter provided the Company shall indemnify against dl expenses,including legal fees, and against ali judgments, fines and amounts paid msettlement and reasonablyincurred in connection with legal, administrative or investigative proceedmgs any person who:
a) is or was aparty or is threatened to be madc aparty to any threatened, pending or completedproceedings, whether civil, criminal, administrative or investigative, by reason of the fect thatthe person isorwas a director,Comparty;'ôr
b) is or was, at the reque^ ofthe £k>mpany, serviag as adirector of, or in any other capacity is orwas acting for, anothíf bpdy-6brporate or apartnerí^p, j^t venture, trust or other enterpnse.
14 2 The indemnity in Sub-Rcgtíattort-H.l only applies ifthe perlgn acted honestly and in good faith with aview to the best interests ofthe íZompany and. iathe case ol^riininal proceedmgs, the person had noreasonable cause to believe.that t^eir conduct was unlawful. í
14.3 For the purposes of Sub-Regulatioa 14.2. âdircctef" acts in tií'bes^nterest ofthe Company ifhe acts inthe best interest of - J
(a) the Company's holding comp^y; or ^
(b) aShareholder or Shareholders ofthe Company;
in either case, in the circumstances specified in Sub-Regulatíon 9.3 or the Act, as the case may be.
14 4 The decision of the directors as to whether the person acted honestly and in good faith and with aviewto the best interests of the Company and as to whether the person had no reasonable carne to believethat his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the Articles,unless a question of lawis involved.
14 5 The termination of any proceedings by any judgment, order, settlement, conviction cr the entermg ofanolle prosequi does not, by itself, create apresumption that the person did not act honestly and in goodfaith and with aview to the best interests ofthe Company or that the pereon had reasonable cause tobelieve that his conduct was unlawful.
14 6 Expenses, including legai fees, incurred by a director in dcfending any legd administraíive orinvestigative proceedings maybe paid by the Company in advance of the finai dispos.bon of suchproceedings upon receipt of an underlaking by or on behaifofthe director to repay the ^o^t if tt shaiiuitimateiy be determined that the director is not entitied to be indemmfied by the Company inaccordance with Sub-Regulation 14.1.
Date:
By (iniliate)
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14 7 Expensés including legal fees, incurred by aformer director in defending any lepl admmistrative orSga^e procefdings may be paid by the Company in advance of the finai dispos.tion of suchproceedings upon receiplofan undertaking by or on behalfofthe former d^ector to repay the ifit shail ultimately be determined that the former director is not entitled to be mdemmfied by AeCompany in accordance wilh Sub-Regulation 14.1 and upon such terms and conditions, if any, as theCompany deems appropriate.
14 8 The indemnificatíon and advancement of expenses provided by, or ^ted pursuant to, this se^on isnot exclusive of any other rights to which the person sceking mdemnification or adv~nt ofexpenses may be cntitled under any agreement, Resolution of Shareho ders, resolution of '̂Sinteres^fcctors or otherwise, both as acting in the person's official capacity and as to acting in anothercapacity while serving as adirector ofthe Company
14 9 If a person referred to in Sub-Regulation 14.1 has been successfiil in defence of any proceedmgsreferred to in sub-Regulation 14.1, the person is entitled to be indemmfied againstIncluding legal fees, and against ali judgments, fines and araounts paid in settlemcnt and rcasonablyincurred by the person In cormection with the proceedings.
14 10 The Company may purchase and maintain insurance in relatlon to any person wto is or was adirector,Tliquidator of the Company, or who at the request of the Company ts or was servmg ^ adirector officer or liquidator of, or tp ahy other oapacUy is or was acting for anoüier company or aparmership, joint venture, trust ordther entetptise, agitist anj; liabihty asserted agamrt the ^«on mdfneurred by the person in that cípacity„««Kther or nòSs Çomp^y has or would have had the power toindemnify the person againstihe liapnity as provided
15 RECORDS í _ f 1-1• . i? 1 ^
15.1 The Company shall keep tl^ fol^wing ^ offic^f^t^gistered agent:a) the Memorandum aÁ^the v̂. 9b) the registcr ofmembcrs^^íir aco'̂ f^,§§81^®^ n^bers;c) the register ofdirectors, or aco '̂o£4iiex^ifitef ot directors; and
d) copies of all noüces and other documents filed by the Company with the Registrar ofCorporateAffairs in the previous 10years.
15J Until the directors determine otherwise by Resolution of Directors the Company shall keep the originalregister of members and original register of directors ai the office of its registered agent.
15.3 If the Company maintains oniy acopy of the register of members or acopy ofthe register ofdirectors atthe office of itsregistered agent, it shall:
a) within 15 days of any ohange in either register, notify the registeied agent in writing of thechange; and
bl provide the registered agent with awritten record of the physical address of the place or placesat which the original register of members or the original register ofdirectors is kept.
15 4 The Company shall keep the following reeords at the office of its registered agent or at such other placeor places, within or outside the British Virgin Islands, as the directors may determine;a) minutes ofmeetings and Resolutions of Shareholders and classes ofShareholders;b) minutes of meetings and Resolutions ofDirectors and committees ofdirectors; and
•True and exact copy of
By (initials): ...<^
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c) an iinpression of tbeSeal.
15.5 Where any originai records referred to in this Regulation are maintained other than at the ofGce ofÜieregistcred agent of the Company, and the place at which the original records is changed, the Corapanyshall provide the registered agent with the physical address of the new location of the records of theCompany within 14 days ofthe change oflocation.
15.6 The records kept by the Company under this Regulation shall be in writlen form or either wholly orpartly as electronic records complying with the requirements of the Elcctronic Transactions Act (No. 5of2001) as from time totime amended orre-enacted.
16 REGISTER OF CHARGES
The Company shall maintain at the office of its registered agent a register of charges in which thereshai! be entered the following particulars regarding each mortgage, charge and other encumbrancecreated by the Company:
a) thedate ofcreation of the charge;
b) a short description ofthe liability secured by the charge;
c) ashort description of the ^perty cha^^d; ^d) the name and addresybf the trèstee forlbe secutfer.Jf^ere is no such trustce, the name and
address of the chargjW;" ^f ' A ''"A
cl unless the charge ifase«rity to bearetitlíi^ame and ^(be^ ofthe holder ofthe charge; and^ 'k ^ f
f) details of any proWbiti(^ or restriction còntained in the íri^ment creating the charge on thepower of the Company tò^reaíe" any future charg^^kilg in priority to or equally with the
. -"I •charge.
' ••«C
17 SEAL
The Company shall have aseal. The Company may have more than one Seal and rcferences herein tothe Seal shall be references to eveiy Seal which shall have been duly adopted by Resolution ofDirectors. The directors shall provide for the safe custody ofthe Seal and for an imprint thereofto bekept at lhe registered office. Except as otherwise expressly provided herein the Seal when affixcd toany written instniment shall be witnessed and attested to by the signature of any one director or otherperson so authorised from time to time by Resolution of Directors. Such authorisation may be before orafter the Seal is affixed, may be general or specific and may refer to any numl^r of sealmgs. Thedirectors may provide for afacsimile ofthe Seal and ofthe signature ofany director or authorisedperson which may be reproduced by printing or other means on any instrument and it shall have thesamc force and validity as ifthe Sea! had been affixed to such instrument and the same had been attestedto as hereinbcfore described.
18 DISTRIBUTIONS BY WAY OF DIVIDEND
18.1 The directors of the Company may, by Resolution of Directors, authorise a Distribution by way ofdividend at a time and of an amount they think fit if they are satisfied, on rcasonablc grounds, that,immediately after the Distribuüon, the value ofthe Company's assets will excecd its liabilities and theCompany will beable topay its debts asthey fali ditó.
182
Vp^ompaliy wiu uc auie uw yaj uwvm
Dividcnds may be paid in money, shares, or other property. ^ COpV 0^ original
By (initia^s) •
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18.3 Notice ofany dividend that nay have been dcclarcd shall be given to each Shareholder as spectfied inSub-Reguiation 20.1 and ali dividends unclaimed for 3 years after having been declared may beforfeited by Rcsolutíon of Directors for the benefit of the Company.
18.4 No dividend shall bear interest as against the Company and no dividend shall be paid on TreasuryShares.
19 ACCOÜNTS AND AUDIT
19.1 The Company shall keep records that are sufficient to show and explain the Company's transactions andthat will, at any time, enable the financial position oflhe Company to be determined with reasonableaccuracy.
\92 The Company may by Resolution of Shareholders cail for the directors to prepare periodically and makeavailabie a profit and loss account and a balance sheet. The profit and loss account and balance sheetshall be drawn up so as togive respectively a true and fair view ofthe profit and loss ofthe Companyfor a financial period and a true and feir view ofthe assets and liabilities ofthe Company as at the endofa financial period.
19.3 The Company may by Resolution of Shareholders call for the accounts to be examined by auditors.
19.4 The first auditors shall be appointed by Resoluíiion ofDirectqrs; subsequent auditors shall be appointedby a Resolution ofShareholder&òr by Rfsolütion ofTHaeetors.'̂ .,
\19.5 The auditors may be Shareholdersí^ut no dius^ or oíber^oen^hall be eligihie to be an auditor of
the Company duringtheir oontinòance inofRce,,»,. '̂'. .
19.6 The remuneration ofthe aiitíitorspf the Company'raaybe rixedJbyR^olution ofDirectors.í'"". -'** ^
19.7 The auditors shall examine cach peofit andaccount and^alance sheet required to be l^d before ameeting of the Shareholders^wor o1berwisé*|Ww T0 Sh^eboldepí and shall state in a written reportwhetherornot: '
a) in their opinion the profit aífl^»to .a5«)uiir-ánd balance sheet give a true and fair viewrespectively ofthe profit and loss for the period covered by the accounts, and ofthe assets andliabilities ofthe Company at theendof that period; and
b) all the information and explanations required by the auditors have been obtained.
19.8 The report of the auditors shall be annexed to the accounts and shall be read at the meeting ofShareholders at which the accoimts are laid before the Company or shall be otherwise given to theShareholders.
19.9 Every auditor ofthe Company shall have a right ofaccess at all times to the books ofaccount andvouchers of the Company, and shall be entitled to require ffom the directors and oCBcers of theCompany such information and explanations as he thinks necessary for the performance of the duties ofthe auditors.
19.10 The auditors of the Company shall be entitled to receive notice of, and to attend any meetings ofShareholders atwhich the Company's profit and loss account and balance sheet are tobe presented.
"True and exact copy of origin^
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20 NOTICES
20 1 Any notice, information or written statement to be given by the Company to Shareholdere may be given• by persona! service or by raail addrcsscd to each Sharehoider at the address shown in the legister of
members.
202 Any summons, notice, oíder, document, process, information or written statement to be served on theCompany may be served by ieaving it, or by sending it by registered mail addressed to the Company, atits registered office, or by Ieaving it with, or by sending it by registered mail to, the registered agent oflhe Company.
20 3 Service of any summons, notice, order, document, process, information or written statement to be servedon the Company may be provcd by showing that the summons, notice, order, document, process,information or written statement was delivered to the registered office or the registered agent of theCompany or that it was mailed in such time as to admit to its being delivered to the registered office orthe registered agent of the Company in the normal course of deliveiy within the penod prescnbed forservice and was correctly addressed and the postage was prepaid.
21 VOLUNTARYLIQUIDATION
The Company may by Resolutionliquidator.
êhol4ers o Resolution of Directors appoint a voluntary
22 CONTINUATION
The Company may by Resolutfon of Shai^lders br bydirectors ofthe Company |50iitit«ie as a compan^j-^corporatethe British Virgin Islands iáthe manner proyt^|uàder those
/
resâliition passed unanimously by alithe laws of a jurisdiction outside
•s:
•True and exaci copy ot origmai
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We MOSSACK FONSECA &CO. (B.V.I.) LTD.,ofP.O. Box 3136, Road Town, Tortola, British Virgin Islands forthe purpose of incorporating aBVI Business Company under the laws ofthe British Virgin Islands hereby signthese Articles of Association the20"' dayof March, 2007.
Incorporator
Sgd.Rosemaríe Flax
Rosemaric FlaxAuthorised SignatoryMOSSACK FONSECA & CO. (B.V.I.) LTD.
True and exacl copy of originarDate
By (initials):
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08.07
go-i
