EXHIBIT 3(a)
Articles of Association of the "besloten vennootschap met
beperkte aansprakelijkheid" (private company with limited
liability under Dutch Law):
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
CONTENTS
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Article
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1 Definitions
2 Name and Registered Office
3 Objects
4 Capital and shares
5 Register of shareholders
6 Notices, announcements,
communications and statements
7 Issue of shares
8 Own shares
9 Decrease of capital
10 Transfer of shares
11 and 12 "Blokkeringsregeling" - Provisions
governing the transfer of or change
in any other way of ownership in
shares
13, 14 and 15 Management
16 Financial Year, annual accounts,
annual report and publication
17 Profit appropriation
18, 19, 20, 21 and 22 General Meeting
23 Resolutions without holding a
meeting
24 Winding-up
On this, the fourteenth day of September one thousand nine
hundred and ninety, came and appeared before me, MICHIEL GEORGE
VAN RAVESTEYN, LL.M., civil-law notary, practising at Rotterdam:
FRANK EVERT ROOS, LL.M., a notarial candidate, residing at
Rotterdam, who declared and said that he was acting as written
attorney of Household Global Funding Inc., a company under the
laws of the state Delaware, United States of America, having its
principle place of business at Wilmington DE 19801, 1209 Orange
Street, United States of America.
The said power of attorney appears from an non-notarial
instrument of attorney, which, after having been acknowledged
according to the law, is attached to the present Deed.
The Appearer declared and said that he hereby forms and establish
a "besloten vennootschap met beperkte aansprakelijkheid" (private
company with limited liability under Dutch Law - hereinafter
called "the private limited company"), which shall be governed by
the following:
ARTICLES OF ASSOCIATION
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DEFINITIONS
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Article 1
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In these Articles of Association the expression:
a. The Company shall mean: HOUSEHOLD INTERNATIONAL NETHERLANDS
B.V., having its Registered Office at Rotterdam;
b. The Board of Directors shall mean: the management of the
Company;
c. General Meeting shall mean: both the body formed by
shareholders and the meeting of shareholders;
d. Annual Meeting shall mean: the general meeting called and
convened for the purpose of considering and confirming the
annual accounts, the annual report and the other documents
and writings required by law;
e. Subsidiary Company:
1. a legal entity, in which the Company or one or more of
its Subsidiaries can, whether or not pursuant to an
agreement with other persons entitled to vote, jointly
or alone, exercise more than one-half of the voting
rights at the general meeting;
2. a legal entity, of which the Company or one or more of
its Subsidiaries is a member or shareholder and can,
whether or not pursuant to an agreement with other
persons entitled to vote, jointly or alone, appoint or
dismiss more than one-half of the Directors or
Supervisory Directors, even if all the persons entitled
to vote cast votes;
3. a company acting under its own name, of which the
Company or one or more of its Subsidiaries is a fully
liable partner;
f. Group Company shall mean: a legal entity or a company which
is associated with the Company in a group;
g. Payable reserves shall mean: that part of the Company's own
property which is in excess of the paid-up and called-up
part of the capital, increased by the reserves which require
to be kept under and by virtue of the law and these Articles
of Association;
h. Annual accounts shall mean: the balance sheet, the profit
and loss account and the explanatory notes on these
accounts.
NAME AND REGISTERED OFFICE
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Article 2
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1. The name of the Company is: HOUSEHOLD INTERNATIONAL
NETHERLANDS B.V.
2. Its Registered Office is situate at Rotterdam.
3. The Company may have branch offices and branch
establishments elsewhere, both at home and abroad.
OBJECTS
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Article 3
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The objects of the Company are to participate in, manage and
administer the business or and to finance other enterprises,
whatever their objects, as also (partly) to bind itself for the
debts of group-companies and, finally, to do all such acts and
things as are incidental or may be conducive thereto, the
foregoing to be construed in the widest sense of the words.
CAPITAL AND SHARES
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Article 4
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1. The authorized capital of the Company is: two hundred
thousand guilders (Dfls 200,000.--).
2. It is divided into two thousand (2,000) shares of one
hundred guilders (Dfls 100.--) nominal each.
3. The shares shall be registered shares and shall be numbered
consecutively. No share certificates can be issued.
4. If the sum of the paid and called up part of the issued
capital and the reserves which require to be kept in
pursuance of a statutory provision is less than the
statutory minimum capital as last fixed, then the Company
must keep a reserve to the extent and the amount of such
difference.
5. The Company shall not give its co-operation to the issue of
depositary receipts. The voting right attaching to shares
shall not be capable of being granted to a pledgee or
usufructuary.
REGISTER OF SHAREHOLDERS
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Article 5
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1. The "Directie" (Board of Directors) shall keep a register,
in which shall be recorded the names and addresses of all
the shareholders, at the same time stating the amount paid
up on each share. The register shall be kept up-to-date.
2. Each shareholder shall take due care to see that his address
is known to the Company.
3. Finally, every release from liability for calls that have
not yet been paid shall be recorded in the register as also
- in case of transfer or partly paid-up shares - the date of
transfer.
4. On being so requested, the Board of Directors shall furnish
a shareholder, a usufructuary and a pledgee with an extract
from the register in respect of his right to a share, free
of charge.
5. The Board of Directors shall make the register available at
the Company's office for inspection and perusal by the
shareholders. The data and particulars contained in the
register concerning partly paid-up shares shall be available
for public inspection; a copy of or an extract from such
data and particulars shall be furnished at a price not
exceeding the cost-price.
NOTICES, ANNOUNCEMENTS, COMMUNICATIONS AND STATEMENTS
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Article 6
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Notices, announcements, communications and statements in
pursuance of these Articles of Association shall be given and
made by letter or by Writ and shall be sent to or served upon
shareholders to or at the addresses referred to in Article 5
hereof, and to the Board of Directors both to or at the office of
the Company and to or at the home-addresses of all the Directors.
ISSUE OF SHARES
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Article 7
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1. Unsubscribed shares shall be issued by the Board of
Directors in pursuance of a resolution of the General
Meeting of Shareholders at such points of time, upon such
terms and conditions and to such persons as the General
Meeting shall determine. The preceding sentence shall apply
correspondingly to the granting of rights and the taking of
shares, but shall not be applicable to the issue of shares
to a person who exercises a right to take shares acquired by
him already previously.
2. Within fourteen days after the General Meeting has taken a
resolution within the meaning of paragraph 1 of this
Article, the Board of Directors shall give notice thereof to
all the shareholders.
3. Shareholders shall, in proportion to the number of shares
already held by them, have a preferential right of
subscription to the shares to be issued. They may exercise
this right only by a communication to that effect to the
Board of Directors within six weeks after the despatch of
the notice mentioned in paragraph 2 of this Article.
4. Shareholders shall have no preferential right of
subscription to shares which are issued to employees of the
Company or of a group-company.
5. The preferential right of subscription may - each time in
respect of only one issue - be limited or excluded by
resolution of the General Meeting.
6. For the purposes of the provisions laid down in paragraphs
3, 4 and 5 of this Article the granting of a right to take
shares shall rank equally with the issue of shares.
However, the shareholders shall have no preferential right
of subscription to shares which are issued to a person who
exercises a right to take shares acquired by him already
previously.
7. Upon the issue of a share at least one-fourth part of the
nominal amount shall require to be paid up thereon. The
non-paid-up part of the nominal amount shall require to be
paid only after the Board of Directors shall have called up
the same on behalf of the Company.
OWN SHARES
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Article 8
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1. Upon any issue of shares the Company cannot take own shares.
2. The Company may acquire fully-paid shares in its own capital
or depositary receipts therefor only under gratuitous or
universal title or if:
a. the Company's own assets, decreased by the acquisition-
price, is not less than the paid-up and called-up part
of the capital, increased by the reserves that require
to be kept under and in pursuance of the statutory
provisions or the provisions of these Articles of
Association,
b. the nominal amount of the shares to be acquired and the
shares already held jointly by the Company and its
subsidiary companies in its capital is not in excess of
one-half of the issued capital, and
c. the authorization for such acquisition has been granted
by the General Meeting or by another organ of the
company that has been designated for that purpose by
the General Meeting.
For the validity of such acquisition shall be decisive the
extent of the Company's own assets according to the balance
sheet as last confirmed and adopted, decreased by the
acquisition-price for the shares or the depositary receipts
therefor in the capital of the company and payments out of
the profits or reserves to others, in which itself and its
subsidiary companies became indebted after the date of the
balance sheet. If a financial year has elapsed for a period
in excess of six months without the annual accounts having
been confirmed and adopted, then acquisition in conformity
with this paragraph 2 shall not be allowed.
3. Neither the Company nor one of its subsidiary companies may
give security, grant a guarantee as regards the rate of
exchange, guarantee in any other way or severally or in any
other way bind itself in addition to or for other persons
with a view to the taking or acquisition of shares or
depositary receipts therefor in the Company.
Loans granted by the Company for the abovementioned purpose
shall be allowed up to a sum not exceeding the payable
reserves.
The Company shall keep a non-payable reserve up to the
outstanding amount of the loans mentioned in the immediately
preceding sentence.
4. Alienation of shares held by the Company in its own capital
shall be effected only in pursuance of a resolution of the
General Meeting. Upon taking the resolution to alienate
such shares or depositary receipts, the terms and conditions
of such alienation shall also be determined. Shareholders
shall, in proportion to the number of shares already held by
them, have a preferential right of subscription to the
shares so to be alienated.
5. No votes can be cast at a general meeting on a share owned
by the Company or a Subsidiary thereof, nor on a share, the
depositary receipts for which are held by one of them.
6. Upon determining to which extent shareholders cast votes,
are present or represented, or to which extent the share
capital is supplied or is represented, shares, in regard to
which it is provided by Statute that no votes may be cast
thereon, shall not be taken into account.
DECREASE OF CAPITAL
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Article 9
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1. The General Meeting may resolve upon decrease of the issued
capital by calling in shares or by decreasing the amount of
shares by means of an alteration of the Articles of
Association.
2. A resolution to call in shares can relate only to:
a. shares which are held by the Company itself; or
b. all the shares of a class, all the holders of which
shares have approved of such calling-in; or
c. all the shares of a class, provided always that such
calling-in is coupled with repayment.
3. Decrease of the amount of shares without repayment and
without release of the obligation to pay calls must be
effected in proportion to all the shares of one and the same
class.
4. Part repayment on shares or release of the obligation to pay
calls shall, besides in proportion to all the shares,
likewise be possible on shares of a class separately.
5. The requirements of ratio mentioned in paragraphs 3 and 4 of
this Article may be deviated from with the approval of all
the shareholders concerned.
6. The notice convening a meeting, in which a resolution is
taken as referred to in this Article, shall state the
purpose of the decrease of capital and the manner of
execution.
TRANSFER OF SHARES
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Article 10
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Transfer of shares shall require an instrument of transfer and
service of such instrument upon the Company or the written
acknowledgment of such transfer by the Company upon the grounds
of submission of that instrument to the Company.
If it concerns the transfer of shares that have not been paid up
in full, such acknowledgment can take place only, if the
instrument of transfer bears a fixed date.
PROVISIONS GOVERNING THE TRANSFER OF OR CHANGE IN
ANY OTHER WAY OF OWNERSHIP IN SHARES
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Article 11
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1. A valid transfer of shares shall require the approval of the
General Meeting.
2. The application for such approval shall require to be made
to the Board of Directors, stating at the same time the
number of shares which and the name of the person to whom
the applicant wishes to transfer.
3. The Board of Directors shall call and convene a General
Meeting, to be held within two months after it has received
the application, at which meeting a decision shall be given
on the said application. The Board of Directors shall
forthwith notify the decision of that Meeting to the
applicant.
4. The approval shall be deemed to have been granted:
a. if the period mentioned above has expired without a
decision on such application having been given;
b. if in the decision - by which the approval is refused -
no claimant or claimants has or have been named, who is
or are prepared and who is or are able to purchase
against payment in cash all the shares to which the
application relates.
5. If the approval has been granted or is deemed to have been
granted, the applicant may during a period of three months
thereafter transfer his shares in the manner as such
transfer was described in his application for approval.
6. If a decision - by which the approval has not been granted -
does contain the name of a claimant/the names of claimants,
who is or are prepared and who is or are able to purchase
against payment in cash all the shares to which the
application relates, the price of the shares to be
transferred shall - unless the persons concerned shall
otherwise agree - be fixed by one independent expert to be
designated by the Chairman of the Chamber of Commerce and
Industry, within whose area the Company's corporate seat is
situate, upon the application of whichever of the parties
first makes the same.
The Board of Directors shall give to the expert its full co-
operation in fixing such price. As soon as the price is
known to the Board of Directors, it shall give notice
thereof to the parties forthwith. The purchase agreement
shall come into being only after the applicant notifies to
the Board of Directors within one month after the price has
been fixed that he accepts the claimant/claimants named to
him and the price so fixed.
7. The costs incidental to such price-fixing shall be borne and
paid by the Company.
Article 12
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The Company itself may be claimant within the meaning of
paragraph 6 of Article 11 only with the approval of the
applicant, to which approval the applicant may attach the
condition that in addition to the price so fixed the Company
shall refund to him the tax loss he sustains as a result of
transfer to the Company instead of to a third party.
MANAGEMENT
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Article 13
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1. The Company shall be managed by a "Directie" (Board of
Directors), consisting of one or more "Directeuren"
(Directors), the number thereof to be fixed by the General
Meeting. The General Meeting may grant to a Director the
title of "President-Directeur" (Chairman of the Board of
Directors). Both a natural person and a legal entity may be
Director.
2. The General Meeting shall appoint the Directors and it may
at any time suspend or remove them from office. It shall
fix the remuneration and determine the other conditions of
service of the Directors.
3. A suspension cannot - event after it has been extended -
last longer than three months. If after expiry of that
period of time a decision has not yet been taken on the
termination of the suspension or removal from office, the
suspension from office shall cease to exist.
4. If there is more than one Director in office, the Directors
shall mutually determine the duties to be discharged by each
of them, to the extent that the General Meeting has not
regulated and arranged this by a code of rules.
5. The Board of Directors shall meet whenever a Director shall
so demand. It shall pass resolutions by absolute majority
of votes. If the votes are equal, the General Meeting shall
decide.
Article 14
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1. The General Meeting shall be empowered to submit resolutions
of the Board of Directors to its approval, by virtue of a
resolution of the General Meeting in which such resolutions
are clearly defined.
2. For the rest, the Board of Directors shall conform to the
directives of the General Meeting relating to the general
lines of the financial, social, economic and staff policy to
be conducted and pursued.
Article 15
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1. Each Director shall have power to represent the Company.
2. If a Director privately enters into an agreement with the
Company or privately litigates against the Company, it shall
- without prejudice to the competency and power of the
General Meeting to designate a person for that purpose,
which person may also be the Director with regard to whom
the conflicting interest subsists - be represented by one of
the other Directors.
If a Director has in any way other than that hereinbefore
referred to an interest conflicting with the Company's
interest, he, as also each of the other Directors, shall
have power to represent the Company.
3. If the office of a Director is vacated or if a Director is
otherwise prevented from acting, the remaining Director or
the remaining Directors shall be vested with the management
of the Company. If the office of the sole Director or the
offices of all the Directors is or are vacated or if the
sole Director or all the Directors is or are otherwise
prevented from acting, the person, designated to that
purpose every year by the General Meeting, shall
temporarily be vested with the management, not later than
until the point of time, at which the situation of vacancy
or prevention from acting in respect of at least one
Director has ceased to exist.
FINANCIAL YEAR, ANNUAL ACCOUNTS, ANNUAL REPORT
AND PUBLICATION
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Article 16
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1. The financial year shall be equal to the calendar year.
2. Each year, within five months after the close of the
financial year - subject to extension of this period by the
General Meeting on the grounds of circumstances of an
exceptional nature by at most six months -, the Board of
Directors shall draw up the annual accounts and make these
available for inspection and perusal in the manner set out
in paragraph 3 of this Article. Within this period the
Board of Directors shall also make available for inspection
and perusal the annual report, unless Article 403 of Book 2
of the (Dutch) Civil Code shall apply to the Company. The
annual accounts shall be signed by all the Directors. If
the signature of one or more of them fails, mention thereof
shall be made and the reason therefore stated.
3. From the day, on which notice of the annual general meeting
has been given, until the close of that meeting the accounts
mentioned in paragraph 2 of this Article shall, together
with the data and particulars to be added in pursuance of
Article 392 of Book 2 of the (Dutch) Civil Code, be made
available at the Company's office for inspection and perusal
by all the shareholders, and each of them may obtain copies
thereof, free of charge.
4. Confirmation - without qualification or reservation - of the
annual accounts by the General Meeting shall constitute a
discharge to the Directors for the management conducted by
them during the past financial year, subject to the
statutory restrictions.
5. The Company shall proceed to publication of the accounts,
data and particulars referred to in this Article, if and in
so far as and in the manner as Articles 394 et sqq. of Book
2 of the (Dutch) Civil Code so prescribe.
PROFIT APPROPRIATION
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Article 17
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1. a. The Company may make payments to the shareholders
and to other persons entitled to the profit capable of
being distributed only up to a sum not exceeding the
amount of the payable reserves.
b. Payment of profit shall be made after confirmation of
the annual accounts showing that the same is allowed.
c. No profit shall be distributed on shares for the
benefit of the Company.
2. The distributable profit shall be at the free disposal of
the General Meeting.
3. In calculating the profit appropriation the shares held by
the Company in its own capital shall not count, unless a
usufruct has been created in these shares.
4. To the extent that profit is available in the Company, the
Board of Directors may with the approval of the General
Meeting resolve upon payment of an interim-dividend on
account of the dividend to be expected, provided always that
the provisions laid down in paragraph 1, sub-paragraph a.,
of this Article have been satisfied.
5. The General meeting may resolve upon (interim-) dividends
being wholly or partly distributed in a manner other than by
payment in cash.
6. The (interim-) dividend shall be made payable fourteen days
of it being declared; the General Meeting may when resolving
upon declaration of such dividend extend the period by a
term not exceeding two weeks.
7. Dividends which have not been collected within five years
after they became payable shall be forfeited for the benefit
of the Company.
GENERAL MEETING
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Article 18
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The annual meeting shall be held within six months after the
close of the financial year and is called and convened for the
purpose of:
a. except in case extension has been granted for the drawing-up
of the annual accounts, considering the annual accounts and,
if prescribed by Statute, the annual report and the other
data and particulars within the meaning of Article 392 of
Book 2 of the (Dutch) Civil Code;
b. confirming the annual accounts, except in case extension has
been granted for the drawing-up of the annual accounts;
c. determination of the profit appropriation;
d. fixing the possible bonuses for the Directors;
e. designating the person meant in paragraph 3 of Article 15;
f. the doing of all such acts as are otherwise prescribed by
Statute.
Article 19
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1. The General meeting shall - within the limits set by Statute
and these Articles of Association - be vested with all such
powers as have not been conferred upon others.
2. The Board of Directors shall furnish the General Meeting
with all such information as demanded by it, unless a
weighty interest of the Company opposes thereto.
3. The General Meeting may appoint an expert, who shall
regularly examine and audit the books of account and/or
report to the Board of Directors on the annual accounts
drawn up by the Board of Directors.
4. In cases where such is prescribed by Statute, the General
meeting shall, without prejudice to the other statutory
provisions relating thereto, give a "registeraccountant"
(chartered accountant) or another expert within the meaning
of Article 393 of Book 2 of the (Dutch) Civil Code or an
organization, in which such experts are working together,
the instruction to examine and audit the annual accounts.
That expert shall report on his examination and audit to the
Board of Directors and shall lay down the result of his
examination and audit in a certificate.
5. Without prejudice to the statutory provisions, the General
Meeting shall at all times be empowered to revoke the
appointment mentioned in paragraph 3 of this Article and/or
to cancel and withdraw the instruction given in paragraph 4
of this Article.
Article 20
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1. General meetings shall be held whenever the shareholders
shall be called and convened for that purpose by the Board
of Directors.
2. If one or more shareholders, together representing at least
one-tenth part of the issued capital, have requested the
Board of Directors in writing to call and convene a general
meeting, at the same time specifying the items of business
to be transacted thereat, and the Board of Directors has not
compiled with such request in such a way that the general
meeting can be held within six weeks of such requisition,
the requisitionists can be authorized by the President of
the District Court within whose jurisdiction the Company's
Registered Office according to its Articles of Association
is situate to call such meeting themselves.
Article 21
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1. General meetings shall be held in the municipality where the
Company's Registered Office according to its Articles of
Association is situate.
At a general meeting held elsewhere valid resolutions can be
taken, if the entire issued capital is represented.
2. The General Meeting itself shall choose its chairman.
3. The Chairman of the meeting shall designate a secretary, who
need not be shareholder, for taking minutes of the business
transacted thereat, which minutes shall be recorded in a
book therefor intended. Minutes shall be confirmed either
during the meeting or by a subsequent meeting, in witness
whereof they shall be signed by the Chairman and the
secretary of the meeting concerned. Minutes need not be
taken, if a notarial record is prepared of the business
transacted at the meeting. The costs incidental to such
notarial record shall be borne and paid by the Company,
unless the General Meeting has opposed the preparation of a
notarial record, in which case those costs shall be for the
account of the shareholders, who have made application for
the drawing-up of the notarial record, pro rata to the
nominal amount of the number of shares held by each of them.
4. At least fifteen day's previous notice of any general
meeting shall be given to the shareholders. The convening
notice shall, in addition to the place, date and hour of the
meeting, specify the items of business to be transacted.
5. Each share shall entitle the holder thereof to cast one
vote.
Valid votes may also be cast by person who in any capacity
other than as shareholder would by the resolution to be
taken granted any right as against the Company or who would
thereby be released from any obligation towards it.
6. Shareholders may cause themselves to be represented at any
meeting only by virtue of a written power of attorney, which
shall include a power of attorney by teleprinter message, by
telefax or by telegram.
7. All resolutions shall be taken by absolute majority of
votes, Blank votes shall be regarded as not having been
cast.
8. Votings concerning persons shall be by folded ballot-papers,
unless the General Meeting unanimously otherwise decides.
Ballot-papers shall be destroyed immediately after the
result of the voting has been made known. Votings
concerning things shall be oral, unless a shareholder
prefers a voting by ballot.
Article 22
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1. If a general meeting has been called and convened at a
period of notice shorter than the prescribed period of
notice or if such meeting is held without having given
notice thereof, then valid resolutions can be taken only by
a unanimous vote at a meeting, at which the entire issued
capital is represented.
2. If at a general meeting items of business are brought up for
discussion, which have not been announced in the convening
notice or in a supplemental convening notice with due
observance of the period of notice prescribed for the
calling of meetings, then valid resolutions can be taken
thereon only by a unanimous vote at a meeting, at which the
entire issued capital is represented.
THE TAKING OF RESOLUTIONS WITHOUT HOLDING A MEETING
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Article 23
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1. The General meeting can also pass resolutions without
holding a meeting, provided always that any such resolution
is taken in writing, by teleprinter message, telefax or
telegram and, furthermore, by a unanimous vote of all the
voting shareholders.
2. Resolutions that have been passed without holding a meeting
shall - with the addition of the documents and writings
which may still appertain thereto - be recorded in the
relative minute-book and read out in the next following
meeting.
WINDING-UP
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Article 24
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1. If the Company is dissolved, its affairs shall be liquidated
by the Board of Directors, unless the General Meeting should
at the time of taking the resolution to dissolve the Company
otherwise resolve thereon.
2. During the liquidation proceedings the provisions of these
Articles of Association shall as far as possible continue in
force.
3. The balance on liquidation shall be distributed to all the
shareholders pro rate to the nominal value of the shares
held by each of them.
4. The books and records of the dissolved Company shall for a
period of thirty years after completion of the winding-up
remain in the custody of the persons to be designated for
that purpose by the General meeting.
FINALLY, THE APPEARER DECLARED AND SAID:
a. that the issued capital amounts to forty thousand guilders
(Dfl 40,000.--);
b. that the issued capital of the Company is held by the
founder, Household Global Funding Inc. as to four hundred
(400) shares;
subject to the requirement of those shares being paid up in
full;
c. that those shares have meanwhile been paid up in full and
that the Company accepts by this Deed the calls that have
been paid in money on the shares that have been subscribed
for;
d. that by the present Deed
David Dwayne Wesselink, residing at Northbrook, 1133 Western
Avenue, Illenois 600 62, United States of America, born at
Western City, Iowa, United States of America on the fifth
day of September one thousand nine hundred and forty-two and
of American nationality, has been appointed Director;
e. that the first financial year of the Company will end on the
thirty-first day of December one thousand nine hundred and
ninety;
f. that the ministerial Certificate of No Impediments was
issued on the fifteenth day of June one thousand nine
hundred and ninety, Ministry of Justice, Main Division
Private Law, number B.V. 383.748.
A declaration as referred to in paragraph 1 of Article 203A of
Book 2 of the (Dutch) Civil Code is attached to this Original.
The Appearer is known to me, the civil-law notary.
WHEREOF THE PRESENT DEED,
- ------------------------
the Original of which was executed at Rotterdam the day and year
first above written.
After the substance of the present Deed had been made known to
the Appearer, he declared that he had taken cognizance of the
full contents thereof and that he did not wish the same to be
read out to him in full.
Immediately after the present Deed had been read out in part, the
Appearer and I, the civil-law notary, thereunto appended our
several signatures.
(signed): F.E. Roos, M.G. van Ravesteyn.
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