Recueil Electronique des Sociétés et Associations Numéro RCS : B178958 Référence de publication : RESA_2017_284.463 Publié au RESA N RESA_2017_284 le 07/12/2017 Déposé le 07/12/2017 CS Energy SICAV-SIF, in liquidation RCS Luxembourg B178958 Investment company with variable capital specialised investment fund public limited liability company 5, rue Jean Monnet, L-2180 Luxembourg NUMERO 2724/2017 ASSEMBLEE GENERALE EXTRAORDINAIRE DU 29 NOVEMBRE 2017 In the year two thousand seventeen, on the twenty ninth of November. Before Us, Maître Carlo WERSANDT, notary, residing in Luxembourg, Grand Duchy of Luxembourg. Was held an extraordinary general meeting (the "Meeting") of the shareholders of "CS Energy SICAV-SIF", in liquidation, (the "Company"), an investment company with variable capital specialised investment fund (société d'investissement à capital variable fonds d'investissement spécialisé) in the form of a public limited liability company (société anonyme), having its registered office at 5, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Trade and Companies under number B178958, incorporated under the laws of the Grand Duchy of Luxembourg pursuant to a deed by the undersigned notary, dated 12 July 2013 and published in the Mémorial C, Recueil des Sociétés et Associations (the "Mémorial C") on 1 August 2013 under number 1850 on page 88.766, and whose articles of incorporation (the "Articles") have been amended for the last time by a deed of the undersigned notary dated 14 January 2015, published in the Mémorial C on 26 February 2015 under number 535 on page 25.663, and put into liquidation by a deed of the undersigned notary dated 29 August 2017, published in the RESA, Recueil Electronique des Sociétés et Associations number RESA_2017_ 214 on 12 September 2017. The Meeting is opened at 02:00 p.m. and is presided over by Mr Fernand SCHAUS, Director, Credit Suisse Fund Management S.A., professionally residing at 5, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, who appoints as secretary Mr Dennis STACH, Vice President, Credit Suisse Fund Management S.A., 1
professionally residing at 5, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg The Meeting elects as scrutineer Mrs Nina EGELHOF, Vice President, Credit Suisse Fund Management S.A., professionally residing at 5, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg together with the chairman and the secretary constituting the bureau of the Meeting. The chairman, the secretary and the scrutineer are collectively referred to hereafter as the Members of the Bureau or the Bureau. The Bureau thus having constituted, the chairman requests the notary to record: I. that the agenda of the Meeting is the following: 1. Submission of the liquidation accounts for the period starting on 30 August 2017and ending on 13 October 2017 (the "Liquidation Accounts"); 2. Submission of the report of Credit Suisse Fund Management S.A., in its capacity as the Company's liquidator (the "Liquidator") for the period starting on 30 August 2017 and ending on 13 October 2017; 3. Submission of the report of the Company's auditor, PricewaterhouseCoopers, 2, rue Gerhard Mercator, L-2182 Luxembourg, (the "Auditor") on the Liquidation Accounts; 4. Approval of the Liquidation Accounts and the report of the Liquidator and of the auditor for the period starting on 30 August 2017 and ending on 13 October 2017 5. Discharge of the Company's board of directors for the period starting on 1 January 2017 and ending on 29 August 2017; 6. Discharge of the Liquidator; 7. Approval of the proposal by the Liquidator for final share redemption and distribution of the liquidation proceeds distributable to the Shareholders amounting to 1,208,204.00 EUR pro rata to their respective shareholding in the share capital of the company; 8. Closure of the liquidation; 9. Decision on the location at which the Company's books and documents are to be stored; II. that all shareholders declare having been informed of the agenda of the Meeting and to waive any and all convening formalities; III. that an attendance list showing the names of the shareholders of the 2
Company present or represented and their proxies and the number of their shares and signed by the Members of the Bureau of the Meeting shall remain attached, together with the proxies of the represented shareholders, to the present minutes; IV. that, as appears from the said attendance list, all the outstanding shares of the Company are represented at the Meeting. After this having been set forth by the Chairman and approved by the Members of the Bureau, the Meeting then proceeds to the agenda. After duly considering each item of the agenda, the Meeting resolves the following: FIRST RESOLUTION The Meeting, having taken notice of the liquidation accounts for the period starting on 1 January 2017 and ending on 20 September 2017 approves the liquidation accounts. The said liquidation accounts, after having been signed "ne varietur" by the appearing persons and the officiating notary, will remain attached to the present deed in order to be recorded with. SECOND RESOLUTION The Meeting resolves to acknowledge and approve the report of the liquidator Credit Suisse Fund Management S.A, having its registered office at 5, rue Jean Monnet, L-2180 Luxembourg, being registered with the Luxembourg Trade and Companies Register under number B 72925, for the period starting on 30 August 2017 and ending on 13 October 2017. The said report, after having been signed "ne varietur" by the appearing persons and the officiating notary, will remain attached to the present deed in order to be recorded with. THIRD RESOLUTION The Meeting resolves to acknowledge and approve the report of the Company s auditor, PricewaterhouseCoopers, having its registered office at 2, rue Gerhard Mercator, L-2182 Luxembourg, being registered with the Luxembourg Trade and Companies Register under number B 65477. The said report, after having been signed "ne varietur" by the appearing persons and the officiating notary, will remain attached to the present deed in order to be recorded with. FOURTH RESOLUTION The Meeting resolves to give full discharge to the members of the board of directors of the Company for the period starting on 1 January 2017 and ending on 29 August 2017. 3
FIFTH RESOLUTION The Meeting resolves to give full discharge to the liquidator for the execution of his mandate. SIXTH RESOLUTION The Meeting resolves to approve the proposal by the Liquidator for final share redemption and distribution of the liquidation proceeds distributable to the Shareholders amounting to 1,208,204.00 EUR pro rata to their respective shareholding in the share capital of the company. SEVENTH RESOLUTION The meeting pronounces the closing of the liquidation. EIGHTH RESOLUTION The meeting decides that the accounts and other documents of the Company will remain deposited for a period of five years at least at the former registered office of the company, and that all the sums and assets eventually belonging to shareholders and creditors who wouldn't be present at the end of the liquidation will be deposed at the same place for the benefit of all it may concern. Nothing else being on the agenda, and nobody rising to speak, the meeting was closed. STATEMENT The undersigned notary who understands and speaks English, states herewith that on request of the above appearing persons, the present deed is worded in English. WHEREOF the present notarial deed was drawn up in Luxembourg, on the day named at the beginning of this document. The document having been read to the appearing persons, all of whom are known to the notary, by their surnames, Christian names, civil status and residences, the said persons appearing signed together with us, the notary, the present original deed. Signé: F. SCHAUS, D. STACH, N. EGELHOF, C. WERSANDT ----------------------------------------------------------------------------------- Enregistré à Luxembourg A.C. 2, le 5 décembre 2017 2LAC/2017/24959 Reçu soixante-quinze euros 75,00 Le Receveur, (signé) André MULLER -------------------------------------------------------------------------------------- 4
POUR EXPEDITION CONFORME délivrée; Luxembourg, le 7 décembre 2017 5