Exhibit 3.2
THE COMPANIES ACTS 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
BRITANNIA BULK PLC
1. The Company’s name is BRITANNIA BULK PLC
2. The Company is a public company.
3. The Company’s registered office is to be situated in England and Wales.
4.1 The object of the Company is to carry on business as a general commercial company.
4.2 Without prejudice to the generality of the object and the powers of the Company derived from Section 3A of the Act the Company has power to do all or any of the following things:-
4.2.1 To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.
4.2.2 To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any trade marks, patents, copyrights, trade secrets, or other intellectual property rights, licences, secret processes, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.
4.2.3 To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying on or proposing to carryon any of the businesses which the Company is authorised to carryon and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company, or for subsidising or otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.
4.2.4 To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property
and rights of the Company.
4.2.5 To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.
4.2.6 To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).
4.2.7 To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.
4.2.8 To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.
4.2.9 To apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.
4.2.10 To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.
4.2.11 To subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.
4.2.12 To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest,
to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company orcompanies.
4.2.13 To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.
4.2.14 To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.
4.2.15 To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.
4.2.16 To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.
4.2.17 To distribute among the members of the Company in kind any property of the Company of whatever nature.
4.2.18 To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.
4.2.19 To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance including insurance for any director, officer or auditor against any liability in respect of any negligence, default, breach of duty or breach of trust (so far as permitted by law); and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing or
share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained.
4.2.20 Subject to and in accordance with the provisions of the Act (if and so far as such provisions shall be applicable) to give, directly or indirectly, financial assistance for the acquisition of shares or other securities of the Company or of any other company or for the reduction or discharge of any liability incurred in respect of such acquisition.
4.2.21 To procure the Company to be registered or recognised in any part of the world
4.2.22 To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.
4.2.23 To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.
4.2.24 AND so that:-
4.2.24.1 None of the provisions set forth in any sub-clause of this clause shall be restrictively construed but the widest interpretation shall be given to each such provision, and none of such provisions shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other provision set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this clause, or by reference to or inference from the name of the Company.
4.2.24.2 The word “company” in this clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
4.2.24.3 In this clause the expression “the Act” means the Companies Act 1985, but so that any reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
5. The liability of the members is limited.
6. The Company’s share capital is £100,000 divided into 100,000 shares of £1 each.
Number 03842976
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ORDINARY RESOLUTIONS
OF
BRITANNIA BULK LTD
Passed 10 August 2004
By a written resolutions of the Sole Member passed as Ordinary Resolutions it was resolved that:
The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.
Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.
BRITANNIA BULK LTD
I, Arvid Tage, being the Sole Member of the Company for the time being hereby resolve that:
The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.
Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.
Dated this 10th day of August 2004 | | |
| | |
/s/ Arvid Tage | | |
Arvid Tage | | |
Number 03842976
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
SPECIAL RESOLUTIONS
Of
BRITANNIA BULK LTD
Passed 10 August 2004
By written resolutions of all the Members passed as Special Resolutions it was resolved:
1. That pursuant to the provisions of Section 43, Companies Act 1985 the Company be re-registered as a Public Company.
2. That the Memorandum of Association be amended as follows:
(a) By deleting the existing clauses 1 and 2 and substituting the following clause to be numbered 1 and 2:
1. The Company’s name is BRITANNIA BULK PLC.
2. The Company is a public company.
(b) By re-numbering the existing clauses 2 and 3 as 3 and 4.
(c) By renumbering the existing clauses 4 and 5 as 5 and 6 and amending clause 6 to read as follows:
6. The share capital is £100,000 divided into 100,000 shares of £1.00 each
(d) By renumbering the existing clause 6 as clause 7.
3. That the Articles of Association of the Company be replaced by new Articles of Association in the form produced to the Members in substitution for and to the exclusion of the existing Articles.
BRITANNIA BULK LTD
I, Arvid Tage, being the Sole Member of the Company for the time being hereby resolve that:
The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.
Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.
Dated this 10th day of August 2004 | | |
| | |
/s/ Arvid Tage | | |
Arvid Tage | | |
Number 03842976
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ORDINARY RESOLUTIONS
OF
BRITANNIA BULK LTD
Passed 10 August 2004
By a written resolutions of the Sole Member passed as Ordinary Resolutions it was resolved that:
The authorised share capital of the Company be increased to £100,000 by the creation of 99,900 shares of £1.00 each to rank pari passu in all respects with the existing shares of the Company.
Authority be hereby given under the provisions of Section 80 of the Companies Act 1985 relating to the allotment of unissued shares for the directors to allot the balance of the unissued shares such authority to expire five years from the date of this Resolution.
Britannia Bulk Plc
Minutes of an Extraordinary General Meeting of Britannia Bulk Plc
held at Dukes House 32/38 Dukes Place, London EC3A 7LP
29th on December 2004 at Dukes House
Present: Henry William Rayner (in the Chair) Arvid Tage; David Myron Znak (Observer)
Serguei Zoudov
In attendance:
1 The Chairperson produced to the meeting a copy of the Notice convening the meeting. He declared that a quorum was present and that accordingly the meeting was properly convened and constituted.
2 The Notice convening the meeting was, by general consent, taken as read.
3 The Chairperson proposed the Resolution set out in the Notice as a Special Resolution of the Company. The Chairperson, having put the Resolution to the meeting, declared it duly passed on a show of hands as a Special Resolution.
4 The business of the meeting being concluded, the Chairperson declared the meeting closed.
| | | | /s/ H. Rayner |
| | | | |
| | | | Chairperson |
No. 3842976
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
Special Resolution
of
Britannia Bulk Plc
At an Extraordinary General Meeting of the Company duly convened and held at Dukes House, 32/38 Dukes, Place London EC3A 7LP on 29-12-04, the following Resolution was duly passed as a Special Resolution:
Special Resolution
That:
(a) the authorised share capital of the Company be increased from £100,000.00 to £10,000,000.00 by the creation of 9,900,000 shares of £1.00 each;
(b) the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 80 of the Companies Act 1985 to exercise for the period of five years from the date of the passing of this Resolution all the powers of the Company to allot relevant securities up to an aggregate nominal amount of £9,900,000.00;
(c) pursuant to and during the period of the said authority the Directors be empowered to allot equity securities wholly for cash as if Section 89(1) of the said Act did not apply to any such allotment;
(d) by such authority and power the Directors may during such period make offers or agreements which would or might require the allotment of securities after the expiry of such period; and
(e) for the purpose of this Resolution:
(i) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights; and
(ii) words and expressions defined in or for the purposes of Part IV of the said Act shall bear the same meanings herein.
| | /s/ H. Rayner |
| | |
| | Chairperson |
