Exhibit 1.1
THE COMPANIES LAW
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
ANANGEL-AMERICAN SHIPHOLDINGS LIMITED
(As amended by Special Resolutions of 22nd July, 1988, 26th May, 1989,
5th February, 1990, 28th February, 1992 and 30th March, 2001)
1. The Regulations contained or incorporated in Table A of the First
Schedule of the Companies Law 1960 shall not apply to this Company.
2. In these Articles "the Law" means the Companies Law 1960 of the Cayman
Islands and any amendment or other statutory modification thereof and where in
these Articles any provision of the Law is referred to, the reference is to that
provision as modified by any Law for the time being in force. Unless the context
otherwise requires, expressions defined in the Law or any amendment or other
statutory modification thereof in force at the date hereof shall have the
meanings so defined.
SHARES
3. (a) Authorised Capital. The authorised share capital of the Company
shall consist of US$95,000,000 divided into 15,000,000 Class A Ordinary Shares
having a nominal value of US$1.00 each, 15,000,000 Class B Ordinary Shares
having a nominal value of US$1.00, 1,500,000 11% Cumulative Non-voting
Preference Shares having a nominal value of US$10.00 each (the "11% Preference
Shares") and 5,000,000 Junior Cumulative Non-Voting Preference Shares having a
nominal value of US$10.00 each (the "Junior Preference Shares"), each having the
rights hereinafter set forth. For the purposes of these Articles, unless
otherwise indicated in these Articles, the term "Preference Shares" should be
understood to include the 1,500,000 11% Preference Shares and the 5,000,000
Junior Preference Shares.
(b) Class A Ordinary Shares. The Class A Ordinary Shares shall be
ordinary shares with a nominal value of US$1.00 and the following rights:-
(i) The holders of Class A Ordinary Shares shall be entitled to
receive notice of and attend and vote at any general meeting of the
Company.
(ii) If the average closing price (the "Average Price") per
American Depositary Receipt ("ADR," each of which represents one Class A
Ordinary Share) as quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System for the three-month period April
1 to June 30, 1994 is less than US$19.00, the Class A Ordinary Shares
shall entitle the holders of record thereof on June, 1994 to a cash
dividend (the "Contingent Cash Dividend") per Class A Ordinary Share equal
to the difference between the Average Price and US$19.00, subject to a
maximum amount of US$3.00 per Class A Ordinary Share and to the
availability of distributable reserves of the Company for this purpose.
Payment of the Contingent Cash Dividend shall only be
made after payment of all dividends accrued on the Preference Shares but
ahead of the payment of any other dividends on the Company's shares.
(iii) In addition to any Contingent Cash Dividend payable
pursuant to Article 3(b)(ii) above, the Class A Ordinary Shares shall
entitle the holders thereof to dividends in respect of their shares pro
rata with the holders of the Class B Ordinary Shares but only after
payment of all dividends to which the holders of the Preference Shares are
entitled.
(iv) The Class A Ordinary Shares shall be issued by the Directors
for an issue price to be determined by the Directors from time to time.
(v) The Company may from time to time, subject to the provisions
of the Law, purchase any or all of the Class A Ordinary Shares then issued
or outstanding. The Directors may determine the maximum number of shares
which may be purchased at any time or during any period of time. Such
shares may be purchased through any exchange on which the shares may be
quoted or by private treaty at or below the prevailing market price quoted
on any such exchange. Payment for such shares may be effected out of
profits or capital or the proceeds of the issue of any shares for this
purpose.
(c) Class B Ordinary Shares. The Class B Ordinary Shares shall be
ordinary shares with a nominal value of US$1.00 and the following rights:-
(i) The holders of the Class B Ordinary Shares shall be entitled
to receive notice of and attend and vote at any general meeting of the
Company Provided however that the holders of Class B Ordinary Shares shall
not be entitled to vote on the resolution to place the Company into
voluntary liquidation considered at the general meeting of the Company
required to be called by the Directors pursuant to Article 41.
(ii) Save in respect of any entitlement of the holders of the
Class A Ordinary Shares to a Contingent Cash Dividend pursuant to Article
3(b)(ii) above, the Class B Ordinary Shares shall entitle the holders
thereof to dividends in respect of their shares pro rata with the holders
of the Class A Ordinary Shares but only after payment of any such
Contingent Cash Dividend and all dividends to which the holders of
Preference Shares are entitled.
(iii) The Class B Ordinary Shares shall be issued by the
Directors for an issue price to be determined by the Directors from time
to time.
(iv) The Company may from time to time, subject to the provisions
of the Law, purchase any or all of the Class B Ordinary Shares then issued
or outstanding. The Directors may determine the maximum number of shares
which may be purchased at any time or during any period of time. Such
shares may be purchased through any exchange on which the shares may be
quoted or by private treaty at or below the prevailing market price quoted
on any such exchange. Payment for such shares may be effected out of
profits or capital or the proceeds of the issue of any shares for this
purpose.
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(v) Each holder of Class B Ordinary Shares (the "Holder") shall
be entitled at any time by giving 30 days prior written notice thereof to
the Company to tender to the Company for conversion into Class A Ordinary
Shares up to such proportion of the Holder's Class B Ordinary Shares as is
equal to the proportion which the number of Class B Ordinary Shares held
by the Holder bears to the total number of Class B Ordinary Shares in
issue and outstanding whereupon, subject to the provisions of and the
restrictions contained in the Law and PROVIDED that as a result of so
doing the number of remaining Class B Ordinary Shares in issue and
outstanding shall not constitute less than fifty-one per cent of the
aggregate number of Class A and Class B Ordinary Shares in issue and
outstanding, the Company shall be bound to allot Class A Ordinary Shares
to the Holder on the basis of one Class A Ordinary Share for each Class B
Ordinary Share so tendered.
(d) 11% Cumulative Non-Voting Preference Shares. The 11% Cumulative
Non-Voting Preference Shares shall be cumulative redeemable preference
non-voting shares with a nominal value of US$10.00 per share and the following
rights:-
(i) The holders of 11% Cumulative Preference Shares shall be
entitled to receive notice of but not to attend nor to vote at any general
meeting of the Company.
(ii) Subject to Article 38, on a return of assets on liquidation
or otherwise, the assets of the Company available for distribution among
the members shall be applied as follows: first, in repaying to the holders
of the 11% Preference Shares the nominal amount thereof in respect of such
shares together with all dividends accrued (whether declared or not) but
not then paid thereon and second, in repaying to the holders of the Junior
Preference Shares the nominal amount thereof in respect of such shares
together with all dividends accrued (whether declared or not) but not then
paid thereon, each in preference to the repayment of any sums due on the
Class A Ordinary Shares and Class B Ordinary Shares to the holders of such
Class A Ordinary Shares and Class B Ordinary Shares.
(iii) The 11% Cumulative Non-Voting. Preference Shares shall
entitle the holders thereof to cumulative dividends in respect of their
shares at the rate of 11% per annum on the par value payable semi-annually
on 1st April and 1st October of each year.
(iv) Subject to the provisions of and the restrictions contained
in the Law and subject to the proviso to Article 38, the Company shall be
entitled to redeem any or all of the 11% Cumulative Non-Voting Preference
Shares at any time after 1st May, 1992 upon giving to the holder or
holders thereof thirty days written notice stating the date on which the
redemption shall be effected and the number of shares to be redeemed
Provided that in the event that the Company redeems some but not all of
the 11% Cumulative Non-Voting Preference Shares, the amount available to
be paid on such redeeming shares shall be applied in redeeming shares pro
rata according to the number of shares held by the holders of such 11%
Cumulative Non-Voting Preference Shares.
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(v) Any 11% Cumulative Non-Voting Preference Shares not redeemed
by the Company pursuant to Article 3(d)(iv) above shall be redeemed by the
Company on 30th April, 1994.
(vi) The amount payable to shareholders on any such redemption
will be an amount equal to the par value of each share redeemed.
(vii) On any redemption each holder of a share the subject of
redemption shall surrender to the Company the share certificate in respect
of the shares being redeemed and, in the case of redemption of part only
of the shares comprised in a share certificate of the Company shall issue
a balance certificate in respect of the shares not so redeemed and no
payment shall be made to the shareholder under Article 3(d)(vi) hereof
until such share certificate has been received by the Company.
(viii) The 11% Cumulative Non-Voting Preference Shares shall be
issued by the Directors for an issue price to be determined from time to
time.
(e) Junior Preference Shares. The Junior Preference Shares shall be
cumulative redeemable preference non-voting shares with a nominal value of
US$10.00 per share and shall have the following rights:
(i) The holders of Junior Preference Shares shall be entitled to
receive notice of but not to attend nor to vote at any general meeting of
the Company.
(ii) Subject to Article 38, on a return of assets on liquidation
or otherwise, the assets of the Company available for distribution amount
the members shall be applied as follows: first, in repaying to the holders
of the 11% Preference Shares the nominal amount thereof in respect of such
shares together with all dividends accrued (whether declared or not) but
not then paid thereon and second, in repaying the holders of the Junior
Preference Shares the nominal amount thereof in respect of such shares
together with all dividends accrued (whether declared or not) but not then
paid thereon, each in preference to the repayment of any sums due on the
Class A Ordinary Shares and Class B Ordinary Shares to the holders of such
Class A Ordinary Shares and Class B Ordinary Shares.
(iii) Subject to the provision of and the restrictions contained
in the Law and subject to the proviso to Article 38, the Company shall be
entitled to redeem any or all of the Junior Preference Shares as provided
by the Board of Directors of the Company for each series of Junior
Preference Shares, issued and outstanding, upon giving the holder or
holders thereof thirty days written notice, stating the date on which the
redemption shall be effected and the number of shares to be redeemed.
(iv) The amount payable to shareholders on any such redemption of
Junior Preference Shares, will be an amount equal to the par value of each
share redeemed together with all dividends accrued (whether declared or
not) but not then paid thereon. Payment for such shares may be effected
out of profits or capital or the proceeds of the issue of any shares for
this purpose.
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(v) On any redemption each holder of a Junior Preference Share,
the subject of redemption, shall surrender to the Company the share
certificate in respect of the shares being redeemed and, in the case of
redemption of part only of the shares comprised in a share certificate,
the Company shall issue a balance certificate in respect of the shares not
so redeemed and no payment shall be made to the shareholder upon
redemption until such share certificate has been received by the Company.
(vi) Junior Preference Shares can be issued by the Board of
Directors of the Company in one or more series. The Board of Directors
shall determine the dividend rate, maturity date and convertibility, if
any, of each series of Junior Preference Shares prior to issuance.
(f) Distribution of Surplus Assets. Subject to Article 38, on a return
of assets on liquidation or otherwise, the assets of the Company available for
distribution among the Members, after repayment of the nominal amount of and
payment of all dividends due on the Preference Shares pursuant to Article
3(d)(ii) and 3(e)(ii) above and payment of any Contingent Cash Dividend on the
Class A Ordinary Shares which has become due and payable pursuant to Article
3(b)(ii) above, shall belong to and be distributed amongst the holders of the
Class A Ordinary Shares and Class B Ordinary Shares pro rata according to the
number of shares held by them.
(g) Class Rights. The rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may be varied with
the consent in writing of the holders of three-fourths of the issued shares of
that class or with the sanction of an Extraordinary Resolution passed at a
separate general meeting of the holders of the shares of that class. To every
such separate general meeting, the provisions of these Articles relating to
general meetings shall mutatis mutandis apply, but so that the necessary quorum
shall be any one or more persons holding or representing by proxy not less than
one-third of the issued shares of the class and that any holder of shares of the
class present in person or by proxy may demand a poll.
(h) The Directors shall keep or cause to be kept a register of its
Members and there shall be entered therein:-
(1) the names and addresses of the Members and a statement of
the number and class of shares in the Company held by each Member;
(2) the date on which the name of any person was entered in
the Register of Members as a Member in respect of any share in the
Company; and
(3) the date on which any person ceased to be a Member or
ceased to hold any shares in the Company.
4. (a) Share Certificates - Every person whose name is entered as a Member
in the Register of Members shall, without payment, be entitled to a certificate
under the seal of the Company specifying the share or shares held by him and the
amount up thereon, provided that in respect of a share or paid shares held
jointly by several persons, the Company shall not be bound to issue more than
one certificate, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all.
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(b) If a share certificate is defaced, lost or destroyed it may be
renewed on payment of such fee, if any, not exceeding fifty cents and on such
terms, if any, as to evidence and indemnity, as the Directors think fit.
5. Equitable Interests. Except as required by law, no person shall be
recognised by the Company as holding any share upon any trust, and the Company
shall not be bound by or be compelled in any way to recognise (even when having
notice thereof) any equitable, contingent, future or partial interest in any
share or any interest in any fractional part of a share (except only as by these
Articles or by law otherwise provided or under an order of a court of competent
jurisdiction) or any other rights in respect of any share or any interest in any
fractional part of a share except an absolute right to the entirety thereof in
the registered holder.
6. Directors Authority to Issue Shares. The unissued shares shall be at
the disposal of the Directors, and they may (subject to the provisions of the
Law) allot, grant options over, or otherwise dispose of them to such persons, on
such terms and conditions, and at such times as they think fit, but so that no
share shall be issued at a discount, except in accordance with the provisions of
the Law.
LIEN
7. The Company shall have a first and paramount lien on every share (not
being a fully paid share) for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of that share, and the Company
shall also have a lien on all shares (other than fully paid-up shares) standing
registered in the name of a single person for all moneys presently payable by
him or his estate to the Company; but the Directors may at any time declare any
share to be wholly or in part exempt from the provision of this Article. The
Company's lien, if any, on a share shall extend to all dividends payable
thereon.
8. The Company may sell, in such manner as the Directors think fit, any
shares on which the Company has a lien, but no sale shall be made unless some
sum in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing, stating and demanding
payment of such part of the amount in respect of which the lien exists as is
presently payable, has been given to the registered holder for the time being of
the share, or the persons entitled thereto by reason of his death or bankruptcy.
9. For giving effect to any such sale, the Directors may authorise some
person to transfer the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
10. The proceeds of the sale shall be received by the Company and applied
in payment of such part of the amount in respect of which the lien exists as is
presently payable, and the residue shall (subject to a like lien for sums not
presently payable as existed upon the shares prior to the sale) be paid to the
person entitled to the shares at the date of the sale.
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CALLS ON SHARES
11. The Directors may from time to time make calls upon the Members in
respect of any moneys unpaid on their shares provided that no call shall be
payable earlier than one month from the last call; and each Member shall
(subject to receiving at least fourteen days' notice specifying the time or
times of payment) pay to the Company at the time or times so specified the
amount called on his shares.
12. The joint holders of a share shall be jointly and severally liable to
pay calls in respect thereof.
13. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall pay
interest upon the sum at the rate of six per cent per annum from the day
appointed for the payment thereof to the time of the actual payment, but the
Directors shall be at liberty to waive payment of that interest wholly or in
part.
14. The provisions of these Articles as to the liability of joint holders
and as to payment of interest shall apply in the case of non-payment of any sum
which, by the terms of issue of a share, becomes payable at a fixed time,
whether on account of the amount of the share, or by way of premium, as if the
same had become payable by virtue of a call duly made and notified.
15. The Directors may make arrangements on the issue of shares for a
difference between the holders in the amount of calls to be paid and in the
times of payment.
16. The Directors may, if they think fit, receive from any Member willing
to advance the same all or any part of the moneys uncalled and unpaid upon any
shares held by him; and upon all or any of the moneys so advanced may (until the
same would, but for such advance, become presently payable) pay interest at such
rate (not exceeding without the sanction of the Company in general meeting six
per cent) as may be agreed upon between the Member paying the sum in advance and
the Directors.
TRANSFER AND TRANSMISSION OF SHARES
17. The instrument of transfer of any share shall be executed by or on
behalf of the transferor, and the transferor shall be deemed to remain a holder
of the share until the name of the transferee is entered in the Register of
Members in respect thereof.
18. Shares shall be transferred in the following form, or in any usual or
common form:
I, A.B. of __________________________________ in consideration of the sum
of $_____________ paid to me by C.D., of _______________________ (hereinafter
called "the said Transferee") do hereby transfer to the said Transferee the
_____ share or shares numbered _______________ in the Company called
Anangel-American Shipholdings Limited, to hold the same unto the said
Transferee, subject to the several conditions on which I hold the same.
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As witness our hand on the ______ day of _______________, 19__.
_______________________________________
Transferor
19. (a) No transfer of Class B Ordinary Shares may be effected without the
prior consent of the Directors but the Directors may only refuse to register any
such transfer of Class B Ordinary Shares until the earlier of 31st December,
1992 or the date on which the Directors shall decide that all vessels owned by
each subsidiary of the Company will no longer be registered under Greek flag and
they shall only be entitled to so refuse to register any such transfer if the
transferee is unable to satisfy the Directors that the transferee is a Greek
national or company incorporated in and under the laws of Greece or a company
incorporated elsewhere a majority of the shares of which are beneficially owned
by Greek nationals or companies incorporated in and under the laws of Greece.
(b) The Directors may decline to register any transfer of shares of any
class if:-
(i) the nominal value and any premium payable in respect thereof
has not been received by the Company;
(ii) the Company has a lien on the shares;
(iii) the instrument of transfer accompanied by the share
certificate in respect of the shares being transferred is not deposited at
the registered office or such other place as the Directors shall
determine.
(c) If the Directors refuse to register a transfer of shares, they
shall within two months after the date on which the transfer was received by the
Company, send to the transferor or transferee notice of the refusal.
(d) All other instruments of transfer that are recognised by the
Directors shall be registered.
20. The legal personal representative of a deceased sole holder of a share
shall be the only person recognised by the Company as having any title to the
share. In case of a share registered in the names of two or more holders, the
survivors or survivor, or the legal personal representatives of the deceased
survivor, shall be the only persons recognised by the Company as having any
title to the share.
21. Any person becoming entitled to a share in consequence of the death or
bankruptcy of a Member shall upon such evidence being produced as may from time
to time be properly required by the Directors, have the right either to be
registered as a Member in respect of the share or, instead of being registered
himself, to make such transfer of the share as the deceased or bankrupt person
could have made; but the Directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a transfer
of the share by the deceased or bankrupt person before the death or bankruptcy.
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22. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of the
share, except that he shall not, before being registered as a Member in respect
of the share, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company.
FORFEITURE OF SHARES
23. If a Member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Directors may, at any time thereafter during
such time as any part of such call or instalment [MISSING TEXT] of the call or
instalment as is unpaid, together which may have accrued.
24. The notice shall name a further day (not earlier than the expiration
of fourteen days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of
non-payment at or before the time appointed, the shares in respect of which the
call was made will be liable to be forfeited.
25. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Directors to that effect.
26. A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the Directors think fit, and at any time before a sale or
disposition, the forfeiture may be cancelled on such terms as the Directors
think fit.
27. A person whose shares have been forfeited shall cease to be a Member
in respect of the forfeited shares, but shall, notwithstanding, remain liable to
pay to the Company all moneys which at the date of forfeiture were payable by
him to the Company in respect of the shares, but his liability shall cease if
and when the Company receives payment in full of the nominal amount of the
shares.
28. A statutory declaration in writing that the declarant is a Director of
the Company, and that a share in the Company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the share. The Company
may receive the consideration, if any, given for the share on any sale or
disposition thereof and may execute a transfer of the share in favour of the
person to whom the share is sold or disposed of and he shall thereupon be
registered as the holder of the share, and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to the share be
affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale or disposal of the share.
29. The provisions of these Articles as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the amount of the share, or by
way of premium, as if the same had been made payable by virtue of a call duly
made and notified.
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CONVERSION OF SHARES INTO STOCK
30. The Company may by Ordinary Resolution convert any paid-up shares into
stock, and reconvert any stock into paid-up shares of any denomination.
31. The holders of stock may transfer the same, or any part thereof in the
same manner and subject to the same regulations as and subject to which the
shares from which the stock arose might prior to conversion have been
transferred, or as near thereto as circumstances admit; but the Directors may
from time to time fix the minimum amount of stock transferable, and restrict or
forbid the transfer of fractions of that minimum, but the minimum shall not
exceed the [MISSING TEXT] of the shares from which the stock arose.
32. The holders of stock shall, according to the amount of the stock held
by them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the Company and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the Company) shall be conferred by
any such aliquot part of stock as would not, if existing as shares, have
conferred that privilege or advantage.
33. Such of the Articles of the Company as are applicable to paid-up
shares shall apply to stock, and the words "share" and "shareholder" herein
shall include "stock" and "stock-holder".
ALTERATION OF CAPITAL
34. The Company may from time to time by Ordinary Resolution increase the
share capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.
35. [Deleted]
36. The new shares shall be subject to the same provisions with reference
to the payment of calls, lien, transfer, transmission, forfeiture and otherwise
as the shares in the original share capital.
37. The Company may by Ordinary Resolution:
(a) consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares;
(b) sub-divide its existing shares, or any of them, into shares of
smaller amount than is fixed by the Memorandum of Association, subject
nevertheless to the provisions of section 12 of the Law; and
(c) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any person.
38. The Company may by special resolution reduce its share capital and any
capital redemption reserve fund in any manner and with, and subject to, any
incident authorised and
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consent required by Law PROVIDED however that, on reduction of capital, any
amounts becoming available for distribution from such reduction shall be applied
first in paying all accrued (whether declared or not) and unpaid dividends on
the Preference Shares and then in the payment of any Contingent Cash Dividend on
the Class A Ordinary Shares which has become due and payable pursuant to Article
3(b)(ii) above and the balance of such amounts shall then be divided into two
amounts proportional to the number of issued Class A Ordinary Shares and Class B
Ordinary Shares on the one hand and issued Preference Shares on the other hand
and the portion attributable to the Preference Shares shall be applied in
redeeming the Preference Shares at par pro rata amongst the holders of such
shares according to the number of shares held by them and the portion
attributable to the Class A Ordinary Shares and Class B Ordinary Shares shall be
distributed to the holders of the Class A Ordinary Shares and Class B Ordinary
Shares pro rata according to the number of shares held by them.
STATUTORY MEETINGS
39. The Company shall hold at least one Directors meeting in the Cayman
Islands in each calendar year.
GENERAL MEETINGS
40. The Company shall hold a general meeting once in every calendar year
at such time and place as may be resolved by the Company in general meeting or,
in default, at such time and place as the Directors may determine or, in
default, at such time in the sixth month following the financial year end of the
Company, and at such place as the Directors shall appoint. In default of a
general meeting being so held, a general meeting shall be held in the month next
following and may be convened by any two Members in the same manner as nearly as
possible as that in which meetings are to be convened by the Directors. The
above mentioned general meetings shall be called ordinary general meetings; all
other general meetings shall be called extraordinary general meetings.
41. The Directors may, whenever they think fit, convene an extraordinary
general meeting. If at any time there are not sufficient Directors capable of
acting to form a quorum, any Director may convene any extraordinary general. The
Directors shall, upon the requisition in writing of one or more Members holding
in the aggregate not less than one-tenth of such paid-up capital of the Company
as at the date of the requisition carries the right of voting at general
meetings, convene an extraordinary general meeting. Any such requisition shall
express the object of the meeting proposed to be called, and shall be left at
the Registered Office of the Company. If the Directors do not proceed to convene
a general meeting within twenty-one days from the date of such requisition being
left as aforesaid, the requisitionists or any or either of them or any other
Member or Members holding in the aggregate not less than one-tenth of such
paid-up capital of the Company as at the date of the requisition carries the
right of voting at general meetings, may convene an extraordinary general
meeting to be held at the Registered Office of the Company or at some other
convenient place at such time, subject to the Company's Articles as to notice,
as the persons convening the meeting fix.
42. Subject to the provisions of Section 57 of the Law relating to Special
Resolutions, seven days notice at the least (exclusive of the day on which the
notice is served or deemed to be
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served, but inclusive of the day for which the notice is given) specifying the
place, the day and the hour of meeting and, in the case of special business, the
general nature of that business shall be given in manner hereinafter provided,
or in such other manner (if any) as may be prescribed by the Company in general
meetings, to such persons as are entitled to vote or may otherwise be entitled
under the Articles of the Company to receive such notices from the Company; but
with the consent of all the Members entitled to receive notice of any particular
meeting, that meeting may be convened by such shorter notice and in such manner
as those Members may think fit or notice may be waived entirely by waiver in
writing whether received by Company before or after the meeting.
43. The accidental omission to give notice of a meeting to, or the
non-receipt of a notice of a meeting by, any Member entitled to receive notice
shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
44. All business shall be deemed special that is transacted at an
extraordinary meeting, and all that is transacted at an ordinary meeting shall
be deemed special with the exception of sanctioning a dividend, the
consideration of the accounts, balance sheets, and the ordinary report of the
Directors and auditors and the fixing of remuneration of auditors.
45. (a) No business shall be transacted at any general meeting unless a
quorum of Members is present at the time that the meeting proceeds to business;
save as herein otherwise provided, Members present in person or by proxy
representing a majority in voting interest of the issued shares of the Company
entitled to vote thereat shall be a quorum.
(b) An Ordinary Resolution in writing signed by all the Members for
the time being entitled to receive notice of and to attend and vote at general
meetings (or being corporations by their duly authorised representatives) shall
be as valid and effective as if the same had been passed at a general meeting of
the Company duly convened and held.
46. If within half an hour from the time appointed for the meeting a
quorum is not present, the meeting, if convened upon the requisition of Members,
shall be dissolved. In any other case it shall stand adjourned to the same day
in the next week, at the same time and place, and if at the adjourned meeting a
quorum is not present within half an hour from the time appointed for the
meeting, the Members present shall be a quorum.
47. The chairman, if any, of the Board of Directors shall preside as
chairman at every general meeting of the Company.
48. If there is no such chairman, or if at any meeting he is not present
within fifteen minutes after the time appointed for holding the meeting or is
unwilling to act as chairman, the Members present shall choose one of their
number to be chairman.
49. The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn the meeting from time
to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned
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for ten days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
50. At any general meeting a resolution put to the vote of the meeting
shall be decided on a show of hands, unless a poll is (before or on the
declaration of the result of the show of hands) demanded by any shareholder.
51. If a poll is duly demanded it shall be taken in such manner as the
chairman directs, and the result of the poll shall be deemed to be the
resolution of the meeting at which the poll was demanded.
52. In the case of an equality of votes, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes place or at
which the poll is demanded, shall not be entitled to a second or casting vote.
53. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs.
54. Unless otherwise required by the Law or these Articles, acts requiring
the consent of the members in general meeting shall be approved by ordinary
resolutions of the Company. Ordinary resolutions of the Company shall require
the approval of a majority of those members present in person or by proxy and
entitled to vote at any general meeting. Special and extraordinary resolutions
of the Company shall, notwithstanding the provisions of section 57 of the Law,
require the approval of a three quarters majority of those members present in
person or by proxy and entitled to vote at any general meeting.
VOTES OF MEMBERS
55. Each shareholder entitled to vote in accordance with the terms of the
Memorandum of Association and in accordance with the provisions of these
Articles of Association shall be entitled to one vote, in person or by proxy,
for each share entitled to vote held by such shareholder.
56. In the case of joint holders the vote of the senior who tenders a vote
in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders; and for this purpose seniority shall be determined by the
order in which the names stand in the Register of Members.
57. A Member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a show of hands
or on a poll, by his committee or other person in the nature of a committee
appointed by that court, and any such committee or other person may on a poll
vote by proxy.
58. No Member shall be entitled to vote at any general meeting, unless all
calls or other sums presently payable by him in respect of shares in the Company
have been paid.
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59. On a poll votes may be given either personally or by proxy.
60. The instrument appointing a proxy shall be in writing under the hand
of the Member or, if the Member is a corporation, either under seal or under the
hand of an officer or attorney duly authorised. A proxy need not be a Member of
the Company.
61. The instrument appointing a proxy shall be deposited at the Registered
Office of the Company (or such other address as may be determined by the Board
of Directors as stated in the notice convening the meeting) not less than
forty-eight hours before the time for holding the meeting or adjourned meeting
at which the person named in the instrument proposed to vote, and in default the
instrument of proxy shall not be treated as valid.
62. An instrument appointing a proxy may be in the following form or any
other form approved by the Directors:
Anangel-American Shipholdings Limited
"I, _________________, of ____________________________, being a Member of
Anangel-American Shipholdings Limited hereby appoint _________________________
of ______________________ as my proxy, to vote for me and on my behalf at the
(ordinary or extraordinary, as the case may be) general meeting of the Company
to be held on the ____ day of __________, 19_.
Signed this ______ day of ____________________, 1990.
63. The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING
64. Any corporation which is a Member of the Company may by resolution of
its directors or other governing body authorise such person as it thinks fit to
act as its representative at any meeting of the Company or of any class of
Members of the Company, and the person so authorised shall be entitled to
exercise the same powers on behalf of the corporation which he represents as
that corporation could exercise if it were an individual Member of the Company.
DIRECTORS
65. The number of the Directors and the names of the first Directors shall
be determined in writing by a majority of the subscribers (or in the case of a
sole subscriber, the sole subscriber) of the Memorandum of the Association who
shall also designate an equal number of such Directors as being representatives
of the Class A Ordinary Shareholders on the one hand and of the Class B Ordinary
Shareholders on the other hand.
66. The remuneration of the Directors shall from time to time be
determined by the Company in general meeting.
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67. The share holding qualification for Directors may be fixed by the
Company in general meetings and unless and until so fixed no share qualification
shall be required.
68. Any Director may by written notice to the Company appoint another
person who is approved by the majority of the Directors to be his alternate to
act in his place at any meeting of the Directors at which he is unable to be
present. Every such alternate shall be entitled to notice of meetings of the
Directors and to attend and vote thereat as a Director when the person
appointing him is not personally present and where he is a Director to have a
separate vote on behalf of the Director he is representing in addition to his
own vote. A Director may at any time, by written notice to the Company, revoke
the appointment of an alternate appointed by him and any appointment shall, ipso
facto, be revoked if the appointor ceases for any reason to be a Director. Every
such alternate shall be an officer of the Company and shall not be deemed to be
the agent of the Director appointing him but shall be deemed to represent the
same class of shareholders as the Director appointing him. The remuneration of
such alternate shall be payable out of the remuneration of the Director
appointing him and the proportion thereof shall be agreed between them. Any
appointment of an alternate Director or any revocation of such appointment shall
take effect on the service of a written notice thereof at the Registered Office
of the Company.
69. The Directors may by resolution appoint one of their number to be
Managing Director or President upon such terms as to duration of office
remuneration and otherwise as they may think fit.
70. The Directors may also by resolution appoint a Secretary and such
other officers as may from time to time be required upon such terms as to
duration of office, remuneration and otherwise as they may think fit. Such
Secretary or other officers need not be Directors and in the case of the other
officers may be ascribed such titles as the Directors may decide.
POWERS AND DUTIES OF DIRECTORS
71. The business of the Company shall be managed by the Directors, who may
pay all expenses incurred in setting up and registering the Company and may
exercise all such powers of the Company as are not, by the Law or these
Articles, required to be exercised by the Company in general meeting, subject,
nevertheless, to any clause of these Articles, to the provisions of the Law, and
to such regulations, being not inconsistent with the aforesaid clauses or
provisions, as may be prescribed by the Company in general meeting but no
regulation made by the Company in general meeting shall invalidate any prior act
of the Directors which would have been valid if that regulation had not been
made.
72. The Directors of the Company for the time being be and they are hereby
authorised and shall have power without limitation to exercise all the powers of
the Company to borrow money and to mortgage or charge its undertaking, property
and uncalled capital or any part thereof, to issue debentures, debenture stock
and other securities whenever money is borrowed or as security for any debt,
liability or obligation of the Company or of any third party.
73. The Directors may from time to time and at any time by power of
attorney appoint any company, firm or person or body of persons, whether
nominated directly or
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indirectly by the Directors, to be the attorney or attorneys of the Company for
such purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Directors under these Articles) and for
such period and subject to such conditions as they may think fit, and any such
powers of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney as the Directors may think
fit and may also authorise any such attorney to delegate all or any of the
powers, authorities and discretions vested in him.
74. The Directors shall cause minutes to be made in books provided for the
purpose:-
(a) of all appointments of officers made by the Directors;
(b) of the names of the Directors present at each meeting of the
Directors and of any committee of the Directors;
(c) of all resolutions and proceedings at all meetings of the Company
and of the Directors and of committees of Directors; and the chairman of all
such meetings or of any meeting confirming the minutes thereof shall sign the
same.
SEAL
75. (a) The Directors shall provide for the safe custody of the seal and
the seal of the Company shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors, and in the presence of a
Director and of the Secretary or such other person as the Directors may appoint
for the purpose; and that Director and the Secretary or other person as
aforesaid shall sign every instrument to which the seal of the Company is so
affixed in their presence. Notwithstanding the provisions hereof, the seal may
be affixed to annual returns and notices filed under the Law without the
authority of a resolution of the Board of Directors and in the presence of one
Director or the Secretary.
(b) The Company shall maintain a facsimile of its seal in such
countries or places as the Directors shall appoint and such facsimile seal shall
not be affixed to any instrument except by the authority of the Board of
Directors and in the presence of such person or persons as the Directors shall
for this purpose appoint and such person or persons as aforesaid shall sign
every instrument to which the facsimile seal of the Company is so affixed in
their presence and such affixing of the facsimile seal and signing as aforesaid
shall have the same meaning and effect as if the common seal had been affixed in
the presence of and the instrument signed by a Director and the Secretary or
such other person as the Directors may appoint for the purpose.
(c) Notwithstanding the provisions hereof the seal, or any facsimile
thereof as aforesaid) may be affixed to share certificates of the Company
without the authority of a resolution of the Board of Directors in the presence
of only one person appointed by the Directors for this purpose.
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DISQUALIFICATION AND CHANGES OF DIRECTORS
76. The office of Director shall be vacated if the Director:-
(a) becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(b) is found to be or becomes of unsound mind; or
(c) resigns his office by notice in writing to the Company.
77. The number of Directors of the Company from time to time shall not
exceed twelve (12), but there shall always be an even number of Directors. The
Board of Directors from time to time may increase or reduce the number of
Directors. If the office of any Director becomes vacant, by reason of death,
disability or otherwise, the remaining Directors representing the class of
shareholders which elected the former Director may appoint by a majority vote
any qualified person to fill such vacancy who shall hold office until the next
annual general meeting of shareholders.
78. The Class A Ordinary Shareholders and the Class B Ordinary
Shareholders shall each be entitled to appoint and designate an equal number of
Directors as representatives of their respective classes of shares.
79. The Class A Ordinary Shareholders and the Class B Ordinary
Shareholders shall also be entitled to remove any Director or Directors
representing their respective classes.
80. Each such appointment, designation and removal (other than the first
appointment and designation of Directors pursuant to Article 65) shall be
determined by ordinary resolution of the holders of the relevant class of shares
at a class meeting held in accordance with Article 3(f).
PROCEEDINGS OF DIRECTORS
81. The Directors may meet together (either within or without the Cayman
Islands) for the dispatch of business, adjourn, and otherwise regulate their
meetings and proceedings, as they think fit. Questions arising at any meeting
shall be decided by a majority of votes. A Director may, and the Secretary on
the requisition of a Director shall, at any time, summon a meeting of Directors.
Five days notice in writing shall be given to each Director and alternate
Director of Directors' meetings which notice shall set forth the general nature
of the business to be considered PROVIDED that notice may be waived by all the
Directors (or their alternates) either at, before or after the meeting is held
PROVIDED FURTHER that notice or waiver thereof may be given by telex or telefax.
82. The quorum necessary for the transaction of the business of the
Directors shall be at least one Director representing the Class A Ordinary
Shareholders and at least one Director representing the Class B Ordinary
Shareholders. For the purposes of this Article an alternate appointed by a
Director shall be treated as representing the same class of shareholders as the
Director appointing him and shall accordingly be counted in a quorum at a
meeting at which the Director appointing him is not present.
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83. The continuing Directors may act notwithstanding any vacancy in their
body, but, if and so long as their number is reduced below the number fixed by
or pursuant to the Articles of the Company as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the number of
Directors to that number, or of summoning a general meeting of the Company, but
for no other purpose.
84. No person shall be disqualified by his office from contracting and/or
dealing with the Company, either as vendor, purchaser or otherwise, nor shall
any such contract or arrangement entered into by or on behalf of the Company in
which any Director or officer shall be in any way interested be avoided nor
shall any Director or officer so contracting or being so interested be liable to
account to the Company for any profit realised by any such contract or
arrangement by reason of such Director or officer holding that office or of the
fiduciary relation thereby established but the nature of his interest must be
disclosed by him at the meeting of the Directors at which the contract or
arrangement is determined, if his interest then exists, or in any other case, at
the first meeting of the Directors after the acquisition of his interest, and
after such declaration of interest he shall be entitled to vote as a Director or
officer in respect of any contract or arrangement in which he is so interested
as aforesaid.
85. Any Director or officer may act by himself or his firm in a
professional capacity for the Company, and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director or officer
Providing that nothing herein contained shall authorise a Director or officer or
his firm to act as auditor of the Company.
86. A Director may appoint any person to act as his proxy at meetings of
the Directors. Such appointment must be made in writing under the hand of the
appointor, and may at any time be revoked in like manner, and may be general or
for a specified period, or for specified meetings, or for specified resolutions,
and may authorise and direct the appointee to be chairman if the appointor
would, if present, be entitled to preside, and notice of every such appointment
or revocation must be given to the Company, and the appointee need not be a
Director or Member of the Company, but he must furnish the Company with his
address.
87. The Directors may elect a chairman of their meetings and determine the
period for which he is to hold office; but if no such chairman is elected, or if
at any meeting the chairman is not present within five minutes after the time
appointed for holding the same, the Directors present may choose one of their
number to be chairman of the meeting.
88. The Directors may delegate any of their powers to committees
consisting of such member or members of their body as they think fit; any
committee so formed shall, in the exercise of the powers so delegated, conform
to any regulations that may be imposed on it by the Directors.
89. A committee may elect a chairman of its meetings; if no such chairman
is elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the same, the members present may choose
one of their number to be chairman of the meeting.
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90. A committee may meet and adjourn as it thinks proper. Questions
arising at any meeting shall be determined by a majority of votes of the members
present and in case of an equality of votes the chairman shall have a second or
casting vote.
91. All acts done by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director shall, notwithstanding that it
be afterwards discovered that there was some defect in the appointment of any
such Director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a Director.
92. When the Directors (being in number at least a quorum) sign the
minutes of a meeting of the Directors the same shall be deemed to have been duly
held notwithstanding that the Directors have not actually come together or that
there may have been a technical defect in the proceedings. A resolution signed
by all such Directors shall be as valid and effectual as if it had been passed
at a meeting of the Directors duly called and constituted. The Directors may
also meet by telephone conference call where all the Directors are capable of
speaking to and hearing the other Directors.
DIVIDENDS AND RESERVE
93. The Company in general meeting may declare dividends, but no dividend
shall exceed the amount recommended by the Directors.
94. The Directors may from time to time pay to the Members such interim
dividends as appear to the Directors to be justified by the profits of the
Company.
95. No dividend shall be paid otherwise than out of profits or out of
monies otherwise available for dividends in accordance with the Law.
96. Subject to the rights of persons, if any, entitled to shares with
special rights as to dividends, all dividends shall be declared and paid
according to the amounts paid on the shares but if and so long as nothing is
paid-up on any of the shares in the Company, dividends may be declared and paid
according to the amounts of the shares. No amount paid on a share in advance of
calls shall, while carrying interest, be treated for the purposes of this
article as paid on the share.
97. The Directors may, before recommending any dividend, set aside out of
the profits of the Company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the Directors, be applicable for
meeting contingencies, or for equalising dividends, or for any other purpose to
which the profits of the Company may be properly applied, and pending such
application may, at the like discretion, either be employed in the business of
the Company or be invested in such investments (other than shares of the
Company) as the Directors may from time to time think fit.
98. If several persons are registered as joint holders of any share, any
of them may give effectual receipts for any dividend or other moneys payable on
or in respect of the share.
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99. Any dividend may be paid by cheque or warrant sent through the post to
the registered address of the Member or person entitled thereto or in the case
of joint holders to any one of such joint holders at his registered address or
to such person and such address as the Member or person entitled or such joint
holders as the case may be may direct. Every such cheque or warrant shall be
made payable to the order of the person to whom it is sent or to the order of
such other person as the Member or person entitled or such joint holders as the
case may be may direct.
100. No dividend shall bear interest against the Company.
ACCOUNTS
101. The Directors shall cause proper books of account to be kept in
accordance with the Law. The financial year end of the Company shall be 30th
June unless and until otherwise determined by the Directors.
102. The books of account shall be kept at the registered office or at
such other place as the Directors think fit, and shall be open to inspection by
the Directors and members at all times during reasonable business hours.
103. The Directors shall within 120 days after the close of the financial
year of the Company cause to be prepared and to be laid before the Company in
general meeting profit and loss accounts, balance sheets, group accounts (if
any) and reports of the Directors and auditors. A copy of the Directors' and
auditors' reports accompanied by printed copies of the balance sheet, profit and
loss account and other documents deemed appropriate by the Directors shall, not
less than seven days before the ordinary general meeting, be delivered or sent
by post to the registered address of every member of the Company. Provided that
this Article shall not require copies of such documents to be sent to any person
whom by virtue of these Articles the Company is not required to send the same
nor to any person of whose address the Company is not aware, nor to more than
one of the joint holders of any Shares.
104. Auditors shall be appointed and their remuneration fixed by the
Company in general meeting.
NOTICES
105. A notice may be given by the Company to any Member either personally
or by sending it by post, to him to his registered address, or (if he has no
registered address) to the address, if any, supplied by him to the Company for
the giving of notices to him. Where a notice is sent by post, service of the
notice shall be deemed to be effected by properly addressing, prepaying, and
posting a letter containing the notice and to have been effected, in the case of
a notice of a meeting, at the expiration of 72 hours after the letter containing
the same is posted and in any other case at the time at which the letter would
be delivered in the ordinary course of post.
106. If a Member has no registered address and has not supplied to the
Company an address for the giving of notice to him, a notice addressed to him
and advertised in a newspaper
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circulating in the Cayman Islands shall be deemed to be duly given to him at
noon on the day following the day on which the newspaper is circulated and the
advertisement appeared therein.
107. A notice may be given by the Company to the joint holders of a share
by giving the notice to the joint holder named first in the Register of Members
in respect of the share.
108. A notice may be given by the Company to the person entitled to a
share in consequence of the death or bankruptcy of a Member by sending it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, supplied for the purpose by the persons
claiming to be so entitled, or (until such an address has been so supplied) by
giving the notice in any manner in which the same might have been given if the
death or bankruptcy had not occurred.
109. Notice of every general meeting shall be given in some manner
hereinbefore authorised to:
(a) every Member entitled to vote except any such Members who (having
no registered address) have not supplied to the Company an address for the
giving of notices to them; and
(b) every person entitled to share in consequence of the death or
bankruptcy of a Member, who, but for his death or bankruptcy would be entitled
to receive notice of the meeting.
No other persons shall be entitled to receive notices of general meetings.
INDEMNITY
110. Every Director, officer or official of the Company shall be entitled
to be indemnified out of the assets of the Company against all losses or
liabilities incurred by him or about the execution and discharge of the duties
of the office. Without prejudice to the generality of the foregoing, every such
Director, officer or official of the Company shall be entitled to be indemnified
as aforesaid against all legal and other costs and expenses incurred in
defending any legal action brought against such Director, officer or official
arising out of the execution and discharge of the duties of his office whether
such legal action is successful or not unless such legal action arose out of the
fraud or gross negligence of such Director, officer or official. Costs and
expenses incurred in defending such legal actions shall be paid by the Company
as they are incurred and not only upon the final disposition of the legal
action.
CAPITALISATION
111. The Directors shall have full power and authority on behalf of the
Company to capitalise any sum standing to the credit or any of the Company's
reserve accounts (including share premium account and capital redemption reserve
fund) or any dividend declared or payable pursuant to Articles 93 and 94
respectively or any other sum standing to the credit of profit and loss account
or otherwise available for distribution and to appropriate such sum to Members
in the proportions in which sum would have been divisible amongst them had the
same been a
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distribution of profits by way of dividend and to apply such sum on their behalf
in paying up in full unissued shares (not being redeemable shares) for allotment
and distribution credited as fully paid up to and amongst them in the proportion
aforesaid. In such event the Directors shall do all acts and things required to
give effect to such capitalisation, with full owner to the Directors to make
such provisions as they think fit for the case of shares becoming distributable
in fractions (including provisions whereby the benefit of fractional
entitlements accrue to the Company rather than to the Members concerned. The
Directors may authorise any person to enter on behalf of all the Members
interested into an agreement with the Company providing for such capitalisation
and matters incidental thereto and any agreement made under such authority shall
be effective and binding on all concerned. Notwithstanding the foregoing,
whenever the Directors shall determine to capitalise any dividend declared or
payable pursuant to Articles 93 or 94 respectively, they shall be obliged to
offer to the Members the option either of receiving a cash sum in respect of
their proportionate share of such dividend or of receiving the aforesaid
proportion of shares credited as fully paid. The provisions of Article 35 shall
not apply to any shares allotted to Members pursuant to any capitalisation
carried out under this Article."
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DESCRIPTION OF
NAME OF SUBSCRIBER ADDRESS SUBSCRIBER
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(signed) P.O. Box 190 Attorney-at-Law
Bruce S.D. Putterill Grand Cayman
Cayman Islands
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DATED the 14th day of April, One Thousand Nine Hundred and Eighty-seven.
WITNESS TO THE ABOVE SIGNATURE:-
(signed) A. Cowan
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