GOLD COAST RESORTS INTERNATIONAL LIMITED

Transcription

1 COMBINED REGISTER OF MEMBERS, ETC. INCORPORATING MINUTE AND SHARE CERTIFICATE SECTIONS OF GOLD COAST RESORTS INTERNATIONAL LIMITED DATE OF INCORPORATION: 19 April 2006 COMPANY NUMBER: A company incorporated in the BRITISH VIRGIN ISLANDS

2 Class of Shares: ORDINARY SHARES OF US$ 1.00 PER SHARE Register of Applications and Allotments No. Date of Application Date of Allotment Name, address and description of Application No of shares applied for Amount of Deposit Distinctive numbers of Shares allotted From To Total amount in respect of Shares Allotted US $ Further amount payable Amount returnable Page in Register of Members Notes Zakhem International SA, 2 Avenue Charles de Gaulle, 1653 Luxembourg Mr Paul Afoko P O Box MB639 Accra, Ghana 5,184, ,760, , ,000 2 Capitalisation of loans totalling US$ 5,760, Funsho Kupolokun, 54 Jose Martin Crescent, Asokoro, Abuja, Nigeria Bounville Holdings Ltd306 Victoria House, Victoria, Mahe, Seychelles The Government of Ghana, The Ghana Tourist Board Uridor Investments SA, Torre ADR Avenida Samuel Lewis, Panama Bethana Investments Inc., Torre ADR Avenida Samuel Lewis, Panama 1,800, ,000, ,800, ,000, ,280, ,260, ,400, , ,000,000 7 Nil consideration as per the Government Support Agreement

3 Register of Transfers Date Number of Transfers Name Transferor Mr Paul Afoko P O Box MB639 Accra, Ghana Bethana Investments Inc., Torre ADR Avenida Samuel Lewis, Panama Certificate Number Number of Shares Transferred Distinctive Transferee Numbers of Shares Transferred From To Name and Address Certificate Number 2 576, Zakhem International SA, 2 Avenue Charles de Gaulle, 1653 Luxembourg 7 495, Bounville Holdings Ltd306 Victoria House, Victoria, Mahe, Seychelles Transfer Value 9 US$ 640, US$613, Bethana Investments Inc., Torre ADR Avenida Samuel Lewis, Panama 7 405, Funsho Kupolokun, 54 Jose Martin Crescent, Asokoro, Abuja, Nigeria 11 US$502,184.70

4 Register of Mortgages and Charges Date Description of Instrument creating Charge A fixed and floating charge dated 4 November 2010 between GCC Resorts Limited (First Chargor) Zakhem International SA (Second Chargor), the Company (Third Chargor) and SG SSB Limited (the Security Trustee) Amount of Charge All the Charged Shares meaning all present and future shares in the First Chargor and all rights relating to those shares and all dividends from time to time to be received Rate of Interest n/a Description of Property Charged The Company charges by way of first ranking fixed charge in favour of the Security Trustee all the Charged Shares and Dividends together with the certificates or instruments or other physical evidence representing or evidencing such Shares Name and address of Mortgagee or Person entitled to Charge SG-SSB Limited C796 A/3 Asylum Down Ring Road Central Accra Republic of Ghana Date of discharge of Charge Notes

5 Register of Debentures Debenture Number Date Amount Description of property charged Name and Address of debenture holder Annual interest rate Amount of halfyear s interest Date interest due Notes

6 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Zakhem International SA 2 Avenue Charles De Gaulle, L-1653 Luxembourg Denomination US$ 1.00 Name Zakhem International SA Date of entry as a member Address 2 Avenue Charles De Gaulle, L-1653 Luxembourg Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks ,760,000 5,184,000 5,184,000 Capitalisation of Loans , ,000 5,760,000 Transfer from Paul Afoko

7 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Paul Afoko Esq PO Box MB639 Accra Ghana Denomination US$ 1.00 Name Paul Afoko Esq Date of entry as a member Address PO Box MB639 Accra Ghana Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks , , ,000 0 Offer round to existing shareholders. Entire holding taken up by Zakhem International SA.

8 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Government of Ghana, The Ghana Tourist Board Ministry of Tourism, P O Box GP4386 Denomination US$ 1.00 Accra, Ghana Name Government of Ghana, The Ghana Tourist Board Date of entry as a member Address Ministry of Tourism, P O Box GP4386 Accra, Ghana Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks Nil 1,280,000 1,280,000 10% shareholding allotted as per the terms of the Government Support Agreement

9 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Uridor Investments SA Torre ADR, Avenida Samuel Lewis, Panama CJM, Denomination US$ 1.00 Republic of Panama Name Uridor Investments SA Date of entry as a member Address Torre ADR, Avenida Samuel Lewis, Panama CJM, Republic of Panama Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks ,400,000 1,260,000 1,260,000

10 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Funsho Moses Kupolokun Esq 54, Plot 39, Jose Martins Street, AO4 Asokoro Denomination US$ 1.00 Nigeria Name Funsho Moses Kupolokun Esq Date of entry as a member Address 54, Plot 39, Jose Martins Street, AO4 Asokoro Nigeria Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks ,000,000 1,800,000 1,800, , ,000 2,205,000 Transfer from Bethana Investments Inc

11 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Bounville Holdings Limited 306 Victoria House, Victoria, Mahe, Seychelles Denomination US$ 1.00 Name Bounville Holdings Limited Date of entry as a member Address 306 Victoria House, Victoria, Mahe, Seychelles Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks ,000,000 1,800,000 1,800, , ,000 2,295,000 Transfer from Bethana Investments Inc

12 Register of Members and Share Ledger Class of Share ORDINARY SHARES Dividends to Bethana Investments Inc Torre ADR, Avenida Samuel Lewis, Panama City, Denomination US$ 1.00 Republic of Panama Name Bethana Investments Inc Date of entry as a member Address Torre ADR, Avenida Samuel Lewis, Panama City, Republic of Panama Date of ceasing to be a member Date of Acquisition/ Transfer Allotment No. Transfer No. Share Certificate No. Paid or Agreed to be considered as paid Amount US$ Share Acquired DR. Share Transferred CR. Remaining Balance Remarks ,000, , , , ,000 Transfer to Bounville Holdings Limited ,000 0 Transfer to Funsho Moses Kupolokun

13 Register of Directors Full Name (Forenames & Surname) George Salim Zakhem Business Occupation Businessman Previous Name(s) Residential Address (or for a Corporation Registered or Principal Office) Nationality British Flat 5, 24 Kensington Gore, London SW7 2ET Date of Birth Other Directorships (Current & held during preceding five years as disclosable) Zakhem International Construction Limited Zakhem International SA GCC Resorts Limited Zakhem Construction (Ghana) Limited Cascade Development Company Limited Notice Filed at Company s Registry Appointment made Resigned or Retired

14 Register of Directors Full Name (Forenames & Surname) Marwan George Zakhem Business Occupation Businessman Previous Name(s) Residential Address (or for a Corporation Registered or Principal Office) Nationality British Flat 9, Cedar Court, Accra, Ghana Date of Birth Other Directorships (Current & held during preceding five years as disclosable) Z2 Group Limited GCC Resorts Limited Zakhem Construction (Ghana) Limited Cascade Development Company Limited Notice Filed at Company s Registry Appointment made Resigned or Retired

15 Register of Directors Full Name (Forenames & Surname) Funsho Moses Kupolokun Business Occupation Engineer Previous Name(s) Residential Address (or for a Corporation Registered or Principal Office) Nationality Nigerian 54, Plot 9, Jose Martins, Street, A04 Asokoro, Nigeria Date of Birth Other Directorships (Current & held during preceding five years as disclosable) Notice Filed at Company s Registry Appointment made Resigned or Retired

16 Register of Directors Full Name (Forenames & Surname) Daniel Whitefield Business Occupation Accountant Previous Name(s) Residential Address (or for a Corporation Registered or Principal Office) Nationality British 2 Mapu Street, Ra anana 43267, Israel Date of Birth Other Directorships (Current & held during preceding five years as disclosable) Notice Filed at Company s Registry Appointment made Resigned or Retired

17 Register of Directors Full Name (Forenames & Surname) Business Occupation Ian C Robertson Previous Name(s) Residential Address (or for a Corporation Registered or Principal Office) Nationality British 137 Frenchay Road, Oxford, Oxfordshire, OX2 6TE Date of Birth Other Directorships (Current & held during preceding five years as disclosable) Notice Filed at Company s Registry Appointment made Resigned or Retired

18 Register of Directors Full Name (Forenames & Surname) Constantinos Nicola Business Occupation Engineer Previous Name(s) Residential Address (or for a Corporation Registered or Principal Office) Nationality British 11 (b) Copse Hill, Wimbledon, SW20 0NB Date of Birth Other Directorships (Current & held during preceding five years as disclosable) GCC Resorts Limited Notice Filed at Company s Registry Appointment made Resigned or Retired

19 Register of Secretaries Full Name (Forenames & Surname) Charmen Smith Qualifications (where applicable) Project Coordinator Previous Name(s) Charmen Kinchen Residential Address (or for a Corporation Registered or Principal Office) Flat 107 Beaux Arts Building, Manor Gardens, London N7 6JT Appointment made Notice Filed at Company s Registry Resigned or Retired

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