A. NAME- DURATION- PURPOSE- REGISTERED OFFICE Article 1 Name There exists a company in the form of a société anonyme under the name of "3W POWER S.A." (the "Company"). The Company shall be governed by these articles of association (the "Articles") and the laws of the Grand Duchy of Luxembourg, in particular the law of 10 August 1915 regarding commercial companies, as amended from time to time (the "Companies Act"). Article 2 Duration The Company is incorporated for an unlimited duration. It may be dissolved at any time and without cause by a resolution of the general meeting of shareholders, adopted in accordance with the quorum and majority indicated in the Companies Act. Article 3 Purpose The Company's purpose is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities of any kind, entering into leases, dealing in commodities that are not securities, acquisition of assets generally, selling assets generally, giving security, giving and receiving indemnities and security. The Company may participate in the establishment and development of any financial, industrial or commercial enterprises, including trusts and unincorporated associations, and may render any assistance by way of loans, guarantees, security or otherwise to subsidiaries, affiliated companies or parent companies. The Company may borrow in any form and proceed to the issuance of bonds, preferred equity certificates, debentures, notes, commercial paper, guarantees, and entering into of credit agreements, note purchase agreements, underwriting agreements, indentures, trust agreements or any other type of financing instrument or document or any hedge, swap or derivative related thereto. In general, the Company may carry on any business or activity whatsoever, which it may consider expedient with a view to rendering profitable or enhancing directly or indirectly the value of the Company's undertaking in any of its properties or assets. Article 4 Registered office 4.1. The Company's registered office is established in the city of Luxembourg, Grand Duchy of Luxembourg. 4.2. The board of directors is authorised to transfer the Company's registered office to another location within the Grand Duchy of Luxembourg and amend this article accordingly.
4.3.Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of the board of directors. 4.4. If the board of directors finds that extraordinary political, economic or social circumstances have arisen or may arise that interfere or could interfere with the Company's ability to conduct business or hinder communications within its registered office or between that office and persons abroad, the Board may transfer the registered office abroad, until the extraordinary circumstances come to an end. This temporary measures shall not affect the nationality of the Company which, notwithstanding the transfer of its registered office abroad, shall continue to be governed by the laws of the Grand Duchy of Luxembourg. B. SHARE CAPITAL - SHARES - REGISTER OF SHARES - OWNERSHIP AND TRANSFER OF SHARES Article 5 Share capital 5.1. Issued share capital 5.1.1 The Company's issued share capital is set at four hundred thousand euros (EUR 400,000.-), represented by four hundred thousand shares (referred to as "Shares"), with a nominal value of one euro (EUR 1.-) each, all of which are subscribed and fully paid-up. 5.1.2 Under the terms and conditions provided by law and notwithstanding the authorisation granted to the board of directors in article 5.2 of these Articles ("Authorised share capital"), the Company's issued share capital may be increased by a resolution of the general meeting of shareholders, adopted in the manner required for an amendment of these Articles. 5.1.3 Any new Shares to be paid for in cash or through set-off against a due and payable claim will be offered by preference to the existing shareholder(s). In case of plurality of shareholders, such Shares will be offered to the shareholders in proportion to the number of Shares held by them in the Company's share capital. The board of directors shall determine the period of time during which such preferential subscription right may be exercised. This period may not be less than fourteen (14) days from the date of dispatch of a registered letter sent to the shareholder(s), announcing the opening of the subscription. However, subject to the terms and conditions provided by law, the general meeting of shareholders, called (i) either to resolve upon an increase of the Company's issued share capital (ii) or upon the authorisation to be granted to the board of directors to increase the Company's issued share capital, may limit or suppress the preferential subscription right of the existing shareholder(s) or authorise the board of directors to do so. Such resolution shall be adopted in the manner required for an amendment of these Articles. 5.1.4 Under the terms and conditions provided by law, the Company's issued share capital may be increased or reduced on one or more occasions pursuant to a resolution of the general meeting of shareholders, adopted in the manner required for an amendment of these Articles. 5.1.5. The Company may acquire or redeem its own shares in accordance with the provisions of the Companies Act. It may hold the shares so acquired or redeemed as treasury shares. The voting rights of own shares are suspended, and these shares are not taken into account to determine the quorum and majority at shareholder meetings. The board of directors is authorised to suspend the dividend rights
attached to own shares. In this case, the board of directors may freely determine the distributable profits in accordance with Article 430-18 of the Companies Act. 5.2. Authorised share capital 5.2.1 The Company's authorised share capital, excluding the issued share capital, is fixed at seven million five hundred seventy thousand seven hundred eighty seven euros (EUR 7,570,787) consisting of seven million five hundred seventy thousand seven hundred eighty seven 7,570,787) shares with a nominal value of one euro (EUR 1) each. 5.2.2 During a period of time of five (5) years from the date of publication of these Articles or, as the case may be, of the resolution to renew, to increase or to reduce the authorised share capital pursuant to this article 5.2, in the Official Gazette of the Grand Duchy of Luxembourg (Recueil Electronique des Sociétés et Associations), the board of directors (or any duly authorised representative thereof, who need not be a Director or shareholder of the Company) be and is hereby authorised (i) to issue Shares, (ii) to grant options to subscribe for Shares, to such persons and on such terms as is foreseen in the terms and conditions of the two corporate bonds of the Issuer (EUR 50 million bond with ISIN: DE000A1ZJZB9 / WKN: A1ZJZB and EUR 14 million bond with ISIN: DE000A1Z9U50 / WKN: A1Z9U5) in each case as amended by bondholder resolutions dated 25 January 2018 and published in the German Federal Gazette on 29 January 2018, (iii) to issue new Shares following the exercise of the option rights granted in accordance with item (ii), and in each case within the limits of the authorised capital and specifically to proceed to such issue by suppressing or limiting the existing shareholder s preferential right to subscribe for the new Shares to be issued. The board of directors (or any duly authorised representative thereof) is further expressly authorised to, in order to implement the authorized share capital, conclude all agreements, carry out all formalities and make all declarations with regard to all authorities and institutions and, generally, do all that is necessary for the execution of any decisions made in connection with this authorization. 5.2.3 This authorisation may be renewed once or several times by a resolution of the general meeting of shareholders, adopted in the manner required for an amendment of these Articles, each time for a period not exceeding five (5) years. 5.2.4 The Company's authorised share capital may be increased or reduced by a resolution of the general meeting of shareholders, adopted in the manner required for an amendment of these Articles. 5.3. Issue premiums and capital contributions In addition to the share capital, an account for the issuance of premiums and/or for capital contributions (Compte 115 "Apport en capitaux propres non rémunéré par des titres") may be set up. The Company may use the amounts held in this account to redeem its shares, set off net losses, make distributions to shareholders, allocate funds to the statutory reserve, make payments in relation to shares and for any other purpose permitted by law. Article 6 Shares 6.1. The Company's share capital is divided into shares, each of them having the same par value.
6.2. The Company may have one or several shareholders. 6.3. A shareholder's right in the Company's assets and profits shall be proportional to the number of Shares held by him/her/it in the Company's share capital. 6.4. The Company's Shares are in registered form only. Article 7 Register of Shares 7.1. A register of Shares will be kept at the Company's registered office, where it will be available for inspection by any shareholder and will be maintained and updated by the board of directors of the Company. The board of directors of the Company shall delegate to a professional service provider the necessary powers for the purpose of (i) the maintenance of such share register (it being provided that the share register shall remain at the registered office of the Company) and (ii) the implementation and settlement of the Right of First Refusal under article 9, the Tag-Along Sale under article 10 and the Drag- Along Sale under article 11. The professional service provider shall also support the board of directors and the shareholders in carrying out any actions that are necessary to complete transfers of registered Shares in accordance with clause 8.4. 7.2. This register of Shares will in particular contain the name of each shareholder, his/her/its residence or registered or principal office, the number of Shares held by such shareholder, the indication of the payments made on the Shares, any transfer of Shares and the dates thereof pursuant to article 8 et seq. of these Articles as well as any security rights granted on Shares. 7.3. Shareholders shall provide the Company with an address to which all notices and announcements should be sent. Such address will also be entered into the register of Shares register. 7.4. In the event that a shareholder does not provide an address, the Company may permit a notice to that effect to be entered into the register of Shares and the shareholder's address will be deemed to be at the registered office of the Company or at such other address as may be entered into the register by the Company from time to time until another address shall be provided to the Company by such shareholder. A shareholder may, at any time, change his address as entered into the register of Shares by means of a written notification to the Company at its registered office or at such other address as may be determined by the Company from time to time. Article 8 Ownership and transfer of Shares 8.1. Ownership of Shares will be established through the recording of a shareholder in the register of Shares. Certificates of these recordings will be issued and signed by the chairman of the board of directors, or by any two of its members upon request and at the expense of the relevant shareholder. 8.2. The Company will recognize only one holder per Share. In case a Share is owned by several persons, they must designate a single person to be considered as the sole owner of such Share in relation to the Company. The Company is entitled to suspend the exercise of all rights attached to a Share held by several owners until one owner has been designated.
8.3. Subject to compliance with the provisions of these articles of association and in particular article 9 (Right of First Refusal), article 10 (Tag-Along Right) and article 11 (Drag-along Right) and the terms of the Companies Act, the Shares are freely transferable. 8.4. Any transfer of registered Shares will become effective towards the Company and the parties either through the recording of a declaration of transfer into the register of Shares, signed and dated by the transferor and the transferee or their representatives, or upon notification of the transfer to or upon the acceptance of the transfer by the Company, pursuant to which any member of the board of directors may record such transfer in the register of Shares. 8.5. The Company, through any of the members of the board of directors, may also accept and enter into the register of Shares any transfer referred to in any correspondence or in any other document which establishes the transferor's and the transferee's consent. Article 9 Right of First Refusal Except in case of a transfer to an Affiliate, if a shareholder wishes to Transfer any shares to a third party (the RoFR Shares ), the shareholder (the Transferring Shareholder ) shall deliver to the board of directors a notice in writing (the First Offer Notice ) stating the fact that it wishes to sell the RoFR Shares and proposing to the other shareholders a binding price based on a bona fide arm's length third party purchaser offer (the "Third Party Price") and other terms and conditions on which the Transferring Shareholder is willing to sell the RoFR Shares to the other Shareholders (the "First Offer"). The board of directors shall notify the other shareholders of such First Offer Notice within 5 (five) Business Days as from receipt of the First Offer Notice. Upon receipt of a First Offer Notice from the board of directors, each other Shareholders may (but is under no obligation to), within 10 (ten) Business Days from the date of receipt of the Offer Notice, inform the board of directors and the Transferring Shareholder in writing that it accepts the Offer in respect of all of the RoFR Shares in the proportion to the number of shares it holds on the total number of shares issued by the Company (the First Accepted Shares ) on the terms set out in the First Offer Notice (a First Acceptance Notice ) (the "Acquiring Shareholder"). If a shareholder does not send a First Acceptance Notice to the Transferring Shareholder within 10 (ten) Business Days from the date of receipt of the First Offer Notice, such shareholder shall be deemed not to have accepted the offer set out in the First Offer Notice. If not all shareholders have accepted the First Offer, following 10 (ten) Business Days from the date of receipt by the other shareholders of the First Offer Notice, the Transferring Shareholder shall deliver to the board of directors a notice in writing (the Second Offer Notice and together with the First Offer Notice referred to as the "Offer Notices") stating the number of RoFR Shares that are not First Accepted Shares ("Rump RoFR Shares") and proposing to the Acquiring Shareholders to acquire the Rump RoFR Shares in the proportion of the shares they each hold on the total of shares held by the Acquiring Shareholders at the same purchase price and on the same terms and conditions as offered under the First Offer Notice (the "Second Offer"). The board of directors shall notify the Acquiring Shareholders of such Second Offer Notice within 5 (five) Business Days as from receipt of the Second Offer Notice. Upon receipt of a Second Offer Notice from the board of directors, each Acquiring Shareholders may (but is under no obligation to), within 5 (five) Business Days from the date of receipt of the Second Offer Notice, inform the board of directors and the Transferring Shareholder in writing that it accepts the Second Offer in respect of all of the RoFR Shares in the propor-
tion of the shares they each hold on the total of shares held by the Acquiring Shareholders (the Second Accepted Shares and together with the First Accepted Shares, referred to as the "Accepted Shares") on the terms set out in the Second Offer Notice (a Second Acceptance Notice and together with the First Acceptance Notice referred to as an "Acceptance Notice"). Following receipt of the Acceptance Notice(s), the Transferring Shareholder shall sell, and the Acquiring Shareholder(s) shall acquire, the Accepted Shares on the terms and subject to the conditions set out in the Offer Notices. If the other shareholders do not accept the offer made by the Transferring Shareholder on the terms set out in such Offer Notices (or accepts the offer only in respect of some of their entitlement to the RoFR Shares or the Rump RoFR Shares as the case may be), the Transferring Shareholder shall have the right to Transfer those RoFR Shares (or the Rump RoFR Shares as the case may be) other than the Accepted Shares to a third party within 40 (forty) Business Days of the date of receipt of the First Offer Notice (or if any, the Second Offer Notice) at a price which is no less than the price offered by the Transferring Shareholder to the other shareholders and on terms and conditions which are otherwise no more favourable to the purchaser than those offered to the other shareholders, in each case as was set out in the First Offer Notice. With respect to any Transfer of shares following the exercise of a Right of First Refusal which complies with the terms of this article 9, each shareholder (i) shall use its reasonable endeavours to procure that any involvement reasonably required by the board of directors to effect the Transfer of the ROFR Shares is not unreasonably withheld, delayed or conditioned and (ii) consents to the taking of any reasonable step by the board of directors as determined in its reasonable discretion to effect any legal formalities in connection with the Transfer of the ROFR Shares. Notwithstanding anything to the contrary contained in this article 9, in case of a Tag-Along Notice or a Drag-Along Notice occurring before the completion of the Transfer of shares following the exercise of a Right of First Refusal under this article 9, the provisions of this article 9 shall cease to apply with respect to such proposed Transfer and article 10 (Tag-Along Rights) or, as the case may be, 11 (Drag-Along Rights) shall apply instead. The board of directors shall promptly notify the other shareholders of such reclassification. Article 10 Tag-Along Rights If one or several shareholders acting in concert holding shares representing at least 50% of the share capital of the Company (the "Selling Shareholder(s)") intend(s) to sell all of its/their shares to any bona fide arm's length third party purchaser which is not one of its Affiliates ("Buyer"), then the latter will provide a notice in writing 30 (thirty) Business Days prior to the completion of the sale of the shares to the Buyer to the board of directors ("Tag-Along Shareholders") to inform the other shareholders about the intended sale (the "Tag-Along Sale") and the substantial terms of such sale ("Tag- Along Notice") containing: (a) (b) (c) name and address of the Buyer; the offered purchase price per Share; the terms of payment;
(d) (e) any other material terms and conditions of the Buyer s offer; the total number of shares representing all the shares held by the Selling Shareholder(s) that the latter wish(es) to sell; The board of directors shall send the Tag-Along Notice to the other shareholders within five (5) Business Days as from receipt of the Tag-Along Notice. Within fifteen (15) Business Days of receipt of the Tag Along Notice from the board of directors, each Tag Along Shareholder may request the board of directors in writing that all of its shares ("Tagged Shares") shall also be sold on the same terms to the Buyer (the "Tag-Along Right") and the board of directors shall notify the same to the Selling Shareholder within five (5) Business Days. If a Tag-Along Shareholder fails to notify the board of directors in writing within fifteen (15) Business Days after receipt of the Tag Along Notice of its intention to sell its Tagged Shares, it can no longer demand the sale of his Tagged Shares to the Buyer named in the Tag-Along-Notice and shall irrevocably be deemed to have renounced to its Tag-Along Right with respect to the Tagged Shares. With respect to any Tag-Along Sale, each Selling Shareholder (i) shall effect such transactions as are necessary or advisable, as determined by the board of directors in its reasonable discretion, in the light of any business, taxation or marketability concerns, (ii) agrees to use his or its best endeavours to effect such Tag-Along Sale as expeditiously as practicable, including, without limitation, by delivering all deeds, agreements and other documents and entering into any instrument, deed, agreement, undertaking or obligation necessary or requested by the board of directors in connection with such Tag-Along Sale, and (iii) hereby consents to the taking of any step by the board of directors as determined in its reasonable discretion, to effect any legal formalities in connection with the Transfer of shares subject to such Tag-Along Sale and to this effect irrevocably empower any director of the Company acting individually to execute the same on his or its behalf. Notwithstanding anything to the contrary contained in this article 10, for the avoidance of doubt the Selling Shareholder (by notifying in writing the board of directors) may at any time prior to the completion of a proposed Tag-Along Sale elect to reclassify such Tag-Along Sale as a Drag-Along Sale in accordance with article 11 below, in which case the provisions of this article 10 (Tag-Along Rights) shall cease to apply with respect to such proposed Transfer and article 11 (Drag-Along Rights) shall apply instead. The board of directors shall promptly notify the other shareholders of such reclassification. Article 11 Drag-Along Rights In the event of a contemplated Transfer by the Selling Shareholder(s) acting in concert holding shares representing at least 50% of the share capital of the Company (the "Drag-Along Shares") to a Buyer, such Selling Shareholder(s) may, prior to but in contemplation of such Transfer, elect to deem such Transfer a "Drag-Along Sale" in accordance with this article 11, in which case all other shareholders shall be deemed "Drag-Along Shareholders" for the purposes hereof. In the event of a Drag-Along Sale, the Selling Shareholder or, as the case may be, the board of directors may compel all (but not fewer than all) Drag-Along Shareholders to participate in such Drag-Along Sale by Transferring all of their Shares for the same purchase price and under the same terms as the Selling Shareholders (the "Drag-Along Right"). The Selling Shareholder shall provide notice of a Drag-Along Sale (the
"Drag-Along Notice") to the board of directors no less than fifteen (15) Business Days prior to the proposed date of completion of the Drag-Along Sale. Such Drag-Along Notice shall specify in reasonable detail the identity of the Buyer, the number of Drag-Along Shares to be Transferred, the price and the other terms and conditions applicable to the Drag-Along Sale, including copies of any definitive agreements then available. The board of directors shall send the Drag-Along Notice to the other shareholders within five (5) Business Days as from receipt of the Drag-Along Notice. The Drag-Along Shareholders shall return to the board of directors by no later than two (2) Business Days prior to the anticipated date of the Drag-Along Sale, the duly executed documents sent together with the Drag-Along Notice and all of which shall be held against payment of the aggregate consideration due to him. With respect to any Drag-Along Sale, each Drag-Along Shareholder (i) shall effect such transactions as are necessary or advisable, as determined by the board of directors in its reasonable discretion, in the light of any business, taxation or marketability concerns, (ii) hereby agrees to use his or its best endeavours to effect such Drag-Along Sale as expeditiously as practicable, including, without limitation, by delivering all deeds, agreements and other documents and entering into any instrument, deed, agreement, undertaking or obligation necessary or requested by the board of directors or the Selling Shareholder(s) in connection with such Drag-Along Sale and (iii) consents to the taking of any step by the board of directors as determined in its reasonable discretion, to effect any legal formalities in connection with the Transfer of shares subject to such Drag-Along Sale and to this effect irrevocably empower any director of the Company acting individually to execute the same on his or its behalf. If due to the act or omission of the Buyer or the Selling Shareholder or the board of directors, the Drag-Along Sale is not completed within sixty (60) Business Days of receipt of the Drag-Along- Notice, then each Drag-Along Shareholder shall no longer be obliged to sell its Shares in accordance with that Drag-Along Notice. C. GENERAL MEETING OF SHAREHOLDERS Article 12 Powers of the general meeting of shareholders 12.1. The shareholders exercise their collective rights in the general meeting of shareholders, which constitutes one of the Company's corporate bodies. 12.2. If the Company has only one shareholder, such shareholder shall exercise the powers of the general meeting of shareholders. In such case and to the extent applicable and where the term "sole shareholder" is not expressly mentioned in these Articles, a reference to the "general meeting of shareholders" used in these Articles is to be construed as being a reference to the "sole shareholder". Article 13 Convening general meetings of shareholders 13.1 The general meeting of shareholders of the Company may at any time be convened by the board of directors to be held at such place and on such date as specified in the notice of such meeting.
13.2. The general meeting of shareholders must be convened by the board of directors, as the case may be, upon request in writing indicating the agenda, addressed to the board of directors, by one or several shareholders representing in the aggregate at least three percent (3 %) of the Company's issued share capital. In this case, the general meeting of shareholders must be convened by the board of directors, in order to be held within a period of one (1) month from receipt of such request at such place and on such date as specified in the convening notice of the meeting. 13.3. An annual general meeting of shareholders must be held in the municipality where the Company's registered office is located or at such other place as may be specified in the notice of such meeting, on the nineteenth day of May at 12 p.m. noon. If such day is a legal holiday, the annual general meeting of shareholders must be held on the next following business day. The board of directors, as the case may be, must convene the annual general meeting of shareholders within a period of six (6) months from the end of the Company's financial year. 13.4. The convening notice for any general meeting of shareholders must contain the agenda of the meeting, the place, date and time of the meeting, the description of the procedures that the shareholder must comply with in order to be able to participate and cast their votes in the general meeting. General meetings of shareholders are called in accordance with the provisions of Article 450-8 of the Act, except where all shares are in registered form, in which case the shareholders can be called to the meeting at least eight (8) days in advance by registered letter or any other means of communication accepted by the relevant shareholder. 13.5. One or more shareholders representing at least three percent (3%) of the Company's share capital may request in writing that additional items be added to the agenda of a general meeting. Such a request must be sent to the Company's registered office by registered mail at least five (5) days before the scheduled date of the meeting. 13.6. If all the shareholders are present or represented at a general meeting of shareholders and if they state that they have been informed of the agenda of the meeting, the general meeting of shareholders may be held without prior notice. Article 14 Conduct of general meetings of shareholders 14.1. A board of the meeting shall be formed at any general meeting of shareholders, composed of a chairman, a secretary and a scrutineer, each of whom shall be appointed by the general meeting of shareholders and who need neither be shareholders, nor members of the board of directors. The board of the meeting shall especially ensure that the meeting is held in accordance with applicable rules and, in particular, in compliance with the rules in relation to convening, majority requirements, vote tallying and representation of shareholders. 14.2. An attendance list must be kept at any general meeting of shareholders. 14.3. Vote 14.3.1 Each Share entitles to one (1) vote, unless otherwise provided for by the Companies Act or these Articles. Without prejudice to these Articles and the Act, pursuant to which the rights of shares are or may be suspended, the Board can suspend the voting rights of shareholders that are in default of their obligations under these Articles or the relevant subscription letter or agreement.
Each shareholder may personally undertake or refrain temporarily or permanently from exercising all or some of its voting rights. Any such waiver is binding on the Company as from the time the Company is notified of it. Voting arrangements may be validly entered into in accordance with and subject to the provisions of Article 450-2 of the Act. 14.3.2 Unless otherwise required by the Companies Act or by these Articles, resolutions at a general meeting of shareholders duly convened will be adopted at a simple majority of the votes validly cast, regardless of the portion of capital represented. Abstention and nil votes will not be taken into account. 14.4. A shareholder may act at any general meeting of shareholders by appointing another person, shareholder or not, as his proxy in writing by a signed document transmitted by mail, facsimile, electronic mail or by any other means of communication prior to the meeting, a copy of such appointment being sufficient proof thereof. One person may represent several or even all shareholders. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a company under its common seal or under the hand of an officer or attorney duly authorised. 14.5. Any shareholder who participates in a general meeting of shareholders by conference-call, video-conference or by any other means of communication which allow such shareholder's identification and which allow that all the persons taking part in the meeting hear one another on a continuous basis and may effectively participate in the meeting, is deemed to be present for the computation of quorum and majority. 14.6. Each shareholder may vote through a signed voting form sent by mail, facsimile, electronic mail, electronic voting or by any other means of communication to the Company's registered office or to the address specified in the convening notice. The shareholders may only use voting forms provided by the Company which contain at least the place, date and time of the meeting, the agenda of the meeting, the proposals submitted to the resolution of the meeting as well as for each proposal three boxes allowing the shareholder to vote in favour of or against the proposed resolution or to abstain from voting thereon by marking the appropriate box with a cross or an electronic cross. The Company will only take into account voting forms received prior to the general meeting of shareholders which they relate to. 14.7. The board of directors may determine all other conditions that must be fulfilled by the shareholders for them to take part in any general meeting of shareholders. Article 15 Amendment of the Articles Subject to the terms and conditions provided by law, these Articles may be amended and the Company's nationality may be changed by a resolution of the general meeting of shareholders, adopted with a majority of two-thirds of the votes validly cast at a meeting where at least half of the Company's issued share capital is present or represented on first call. On second call, the resolution will be passed with a majority of two-thirds of the votes validly cast at the meeting, regardless of the portion of capital present or represented at the meeting. Abstention and nil votes will not be taken into account. Insofar as permitted by the Companies Act, the shareholders, by adhering to these Articles, waive their
right to consult the proposed amendments to the Articles and the draft consolidated Articles provided for by Article 461-6 (6) of the law of 10 August 1915 regarding commercial companies, as amended. If there are several classes of shares and the shareholders' decision may result in a modification of their respective rights, the decision must, in order to be valid, be approved by each class of shares, with the quorum and majority stipulated in this article 15. The commitments of shareholders may be increased only with the unanimous consent of all shareholders. Article 16 Adjourning general meetings of shareholders Subject to the provisions of the Companies Act, the board of directors may adjourn any general meeting of shareholders already commenced, including any general meeting convened in order to resolve on an amendment of the Articles, to four (4) weeks. The board of directors must adjourn any general meeting of shareholders already commenced if so required by one or several shareholders representing in the aggregate at least ten per cent (10%) of the Company's issued share capital. By such an adjournment of a general meeting of shareholders already commenced, any resolution already adopted in such meeting will be cancelled. Article 17 Minutes of general meetings of shareholders 17.1. The board of any general meeting of shareholders shall draw minutes of the meeting which shall be signed by the members of the board of the meeting as well as by any shareholder who requests to do so. 17.2. The sole shareholder, as the case may be, shall also draw and sign minutes of his/her/its resolutions. 17.3. Any copy and excerpt of such original minutes to be produced in judicial proceedings or to be delivered to any third party, shall be certified conforming to the original by the notary having had custody of the original deed, in case the meeting has been recorded in a notarial deed, or shall be signed by the chairman of the board of directors, by any two of its members or by the person exercising solely the powers of the board of directors, as the case may be. Article 18 Information of shareholders 18.1. The Company shall supply to the shareholders as soon as the same become available, but in any event within ninety (90) days after the end of each of its financial years its audited (consolidated) financial statements for that financial year, as well as the financial statements for that financial year of selected material subsidiaries as required by the shareholders from time to time. 18.2. The Company shall supply to the shareholders quarterly (consolidated) financial reports within forty-five (45) days following the end of a quarter of a financial year.
D. MANAGEMENT Article 19 Powers of the board of directors 19.1. The board of directors is vested with the broadest powers to take any actions necessary or useful to fulfil the Company's corporate purpose, with the exception of the actions reserved by law or by these Articles to the general meeting of shareholders. 19.2. In accordance with article 441-10 of the law of 10 August 1915 regarding commercial companies, as amended, the Company's daily management and the Company's representation in connection with such daily management may be delegated to an executive director or other committee or committees whether formed from among its own members or not, or to one or several members of the board of directors or to any other person, shareholder or not, acting alone or jointly. Their appointment, revocation and powers shall be determined by a resolution of the board of directors. 19.3. The board of directors may create from time to time one or several committees composed of board members and/or external persons and to which it may delegate powers and roles as appropriate. The committees shall operate in accordance with the Regulations as defined in accordance with article 25.2 of these Articles. In any event, the board of directors shall create a Compensation Committee and an Audit Committee. Article 20 Composition of the board of directors 20.1. The board of directors is composed of four (4) members at least, their number being determined by the general meeting of shareholders. Directors need not be shareholders. 20.2. The board of directors shall be composed of executive directors and non-executive directors to be determined by the general meeting of shareholders. In any case, the director in charge of the daily management of the Company shall be an executive director and shall be appointed as chief executive officer ("CEO") of the Company by a decision of the board of directors. 20.3. The board of directors must choose from among its members a chairman of the board of directors which shall be a non-executive director. It may also choose a secretary, who needs neither be a shareholder, nor a member of the board of directors. Article 21 Election and removal of members of the board of directors and term of the office 21.1 The members of the board of directors shall be elected by the general meeting of shareholders, which shall determine their remuneration and term of the office. 21.2 If a legal entity is elected member of the board of directors of the Company, such legal entity must designate an individual as permanent representative who shall execute this role in the name and for the account of the legal entity. The relevant legal entity may only remove its permanent representative if it appoints a successor at the same time. An individual may only be a permanent representative of one (1) member of the board of directors and may not be a member of the board of directors at the same time.
21.3 Any member of the board of directors may be removed at any time, without notice and without cause by the general meeting of shareholders. 21.4 The term of the office of a member of the board of directors may not exceed six (6) years and any member of the board of directors shall hold office until its/his/her successor is elected. Any member of the board of directors may also be re-elected for successive terms. Article 22 Vacancy in the office of a member of the board of directors 22.1 If a vacancy in the office of a member of the board of directors because of death, legal incapacity, bankruptcy, retirement or otherwise occurs, such vacancy may be filled, on a temporary basis, by cooptation by the remaining board members until the next general meeting of shareholders, which shall resolve on a permanent appointment, as deemed suitable. 22.2 If, in case of plurality of shareholders or in case, the number of members of the board of directors falls below four (4) or below such higher minimum set by these Articles, as the case may be, such vacancy must be filled without undue delay either by the general meeting of shareholders or, on a temporary basis, by the remaining board members until the next general meeting of shareholders which shall resolve on the permanent appointment. 22.3 In case the vacancy occurs in the office of the person exercising solely the functions of the board of directors, such vacancy must be filled without undue delay by the general meeting of shareholders. Article 23 Convening meetings of the board of directors 23.1 The board of directors shall meet upon call by the chairman or by any two (2) of its members at the place indicated in the notice of the meeting as described in the next paragraph. 23.2 Written notice of any meeting of the board of directors must be given to its members twenty-four (24) hours at least in advance of the date scheduled for the meeting by mail, facsimile, electronic mail or any other means of communication, except in case of emergency, in which case the nature and the reasons of such emergency must be indicated in the notice. Such convening notice is not necessary in case of assent of each member of the board of directors in writing by mail, facsimile, electronic mail or by any other means of communication, a copy of such signed document being sufficient proof thereof. Also, a convening notice is not required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of directors. No convening notice shall furthermore be required in case all members of the board of directors are present or represented at a meeting of the board of directors or in the case of resolutions in writing pursuant to these Articles. Article 24 Conduct of meetings of the board of directors 24.1 The chairman of the board of directors shall preside at all meetings of the board of directors. In his/her/its absence, the board of directors may appoint another member of the board of directors as chairman pro tempore.
24.2 Quorum The board of directors can act and deliberate validly only if at least half of its members are present or represented at a meeting of the board of directors. 24.3 Vote Resolutions are adopted with the approval of a simple majority of the members present or represented at a meeting of the board of directors. The chairman shall not have a casting vote. 24.4 Any member of the board of directors may act at any meeting of the board of directors by appointing any other member as his/her/its proxy in writing by mail, facsimile, electronic mail or by any other means of communication prior to the meeting, a copy of the appointment being sufficient proof thereof. Any member of the board of directors may represent one or several of his/her/its colleagues. 24.5 Any member of the board of directors who participates in a meeting of the board of directors by conference-call, video-conference or by any other means of communication which allows such member's identification and which allows that all the persons taking part in the meeting hear one another on a continuous basis and may effectively participate in the meeting, is deemed to be present for the computation of quorum and majority. A meeting of the board of directors held through such means of communication is deemed to be held at the Company's registered office. 24.6 The board of directors may unanimously pass resolutions in writing which shall have the same effect as resolutions passed at a meeting of the board of directors duly convened and held. Such resolutions in writing are passed when dated and signed by all members of the board of directors on a single document or on multiple counterparts, a copy of a signature sent by mail, facsimile, e-mail or any other means of communication being sufficient proof thereof. The single document showing all the signatures or the entirety of signed counterparts, as the case may be, will form the instrument giving evidence of the passing of the resolutions, and the date of such resolutions shall be the date of the last signature. 24.7 Save as otherwise provided by law, any member of the board of directors who has, directly or indirectly, a proprietary interest in a transaction submitted to the approval of the board of directors which conflicts with the Company's interest, must inform the board of directors of such conflict of interest and must have his/her/its declaration recorded in the minutes of the board meeting. The relevant member of the board of directors must not take part in the discussions on and must not vote on the relevant transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to taking any resolution on any other item. 24.8 If the abovementioned quorum and/or majority cannot be met due to the fact that one or more directors have a conflict of interest with the decision to be taken, the decision shall be adopted by a simple majority of Board members without a conflict of interest, unless all of them are conflicted in which case it shall be referred to the shareholder or shareholders, for approval.
Article 25 Minutes of meetings of the board of directors 25.1 The secretary or, if no secretary has been appointed, the chairman shall draw minutes of any meeting of the board of directors, which shall be signed by the chairman and by the secretary, as the case may be. 25.2 The person exercising solely the powers of the board of directors, as the case may be, shall also draw and sign minutes of his/her/its resolutions. 25.3 Any copy and any excerpt of such original minutes to be produced in judicial proceedings or to be delivered to any third party shall be signed by the chairman of the board of directors, by any two of its members or by the person exercising solely the powers of the board of directors, as the case may be. Article 26 Dealings with third parties 26.1 The Company will be bound towards third parties in all circumstances by the joint signatures of any two members of the board of directors. Within the limits of the daily management, the Company will be bound towards third parties by the single signature of the duly appointed CEO of the Company or by the signature of any person(s) to whom such power in relation to the daily management of the Company has been delegated in accordance with the rules of such delegation. 26.2 The board of directors will operate in accordance with its internal regulations (the "Regulations") which shall be binding upon all organs of the Company. E. SUPERVISION Article 27 Independent auditor(s) The operations of the Company shall be supervised by an independent auditor. The independent auditor shall be chosen amongst the "réviseurs d'entreprises agréés" or "cabinets de revision agrees" accredited by the Commission de Surveillance du Secteur Financier (CSSF) and shall be appointed by the general meeting of shareholders, which determines the term of his/her/their office. F. FINANCIAL YEAR PROFITS INTERIM DIVIDENDS Article 28 Financial year The Company's financial year shall begin on first January of each year and shall terminate on thirtyfirst December of the same year. Article 29 Profits 29.1 From the Company's annual net profits at least five per cent (5%) shall be allocated to the Company's legal reserve. This allocation shall cease to be mandatory as soon and as long as the aggregate amount of the Company's reserve amounts to ten per cent (10%) of the Company's issued share capital.
29.2 Sums contributed to the Company by a shareholder may also be allocated to the legal reserve, if the contributing shareholder agrees with such allocation. 29.3 In case of a share capital reduction, the Company's legal reserve may be reduced in proportion so that it does not exceed ten per cent (10%) of the issued share capital. 29.4 Under the terms and conditions provided by law and upon recommendation of the board of directors, the general meeting of shareholders will determine how the remainder of the Company's annual net profits will be used in accordance with the law and these Articles. Article 30 Interim dividends - Share premium 30.1 Under the terms and conditions provided by law, the board of directors may proceed to the payment of interim dividends. 30.2 The share premium, if any, may be freely distributed to the shareholder(s) by a resolution of the shareholder(s) or of the board of directors, subject to any legal provisions regarding the inalienability of the share capital and of the legal reserve. G. LIQUIDATION Article 31 Liquidation In the event of the Company's dissolution, the liquidation shall be carried out by one or several liquidators, individuals or legal entities, appointed by the general meeting of shareholders resolving on the Company's dissolution which shall determine the liquidators'/liquidator's powers and remuneration. H. GOVERNING LAW Article 32 Governing law These Articles shall be construed and interpreted under and shall be governed by Luxembourg law. All matters not governed by these Articles are to be construed in accordance with the Companies Act and any agreement that may be entered into by the shareholders and the Company from time to time, supplementing certain provisions of these Articles. I. DEFINITIONS The following terms (in addition to the terms specifically defined within these Articles), as used in these Articles, shall have the meaning set out below: Affiliate: in relation to a person means any other person that is, directly or indirectly, Controlling, Controlled by or under common Control with that person. Control: in relation to a body corporate means the ability of a person to ensure that the activities and business of that body corporate are conducted in accordance with the wishes of that person, and a person shall be deemed to have Control of a body corporate if that person (whether as attorney or otherwise) possesses or is entitled to acquire the majority of the issued share capital or exer-
cises the voting rights in that body corporate, for the avoidance of doubt, a person which is the general partner of a limited partnership Controls that limited partnership and any derivative term or reference to Controlling shall be construed accordingly, Transfer: means sell, transfer, assign, hypothecate, pledge or otherwise encumber or dispose of, directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law.