EXHIBIT 1.2
THE UNDERSIGNED:
Gerard Christoffel Antonius Smeets, a Civil Law Notary of Curacao, Netherlands
Antilles,
DOES HEREBY CERTIFY:
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that the text set forth hereinafter is a true but unofficial English translation
of the presently effective Articles of Incorporation of the limited liability
company: "ORTHOFIX INTERNATIONAL N.V.,"
established in Curacao, Netherlands Antilles.
Curacao, August 22, 1995.
NAME AND DOMICILE
ARTICLE I
1.1 The name of the Company is: "ORTHOFIX INTERNATIONAL N.V.".
1.2 In transactions in foreign countries, the name "Orthofix International
Inc." may be used.
1.3 The Company is domiciled in Curacao and may have branches and/or branch
offices elsewhere.
1.4 The Company may transfer its place of domicile to another country and
assume the status of a legal entity formed under the laws of that
country in accordance with the Netherlands Antilles Ordinance on
Transfer of Domicile to Third Countries pursuant to a resolution of the
Board of Directors.
PURPOSE
ARTICLE II
2.1 The purpose of the Company is:
(a) to manufacture, market, sell, buy and use trauma, orthopedic
and related medical products, including but not limited to
external fixation devices used in bone fracture treatment,
limb lengthening and bone reconstruction, equipment, parts and
accessories therefor and any and all products using the same
or used therewith, throughout the world and to engage in any
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business related thereto;
(b) to manufacture, buy, sell and use any and all products made
from wood, metal, plastic or other material or materials or
combinations thereof and to engage in manufacturing generally;
(c) to enter into and carry on any mercantile business in any
country and to receive by assignment or purchase or to
otherwise acquire any accounts receivable, bank accounts,
securities, bills of exchange, notes, bonds, letters of
credit, stocks or other instruments of value or documents of
title in any country and to collect and hold the proceeds
thereof;
(d) to undertake, conduct, assist, promote or engage in any
research and development;
(e) to organize and to own, directly or indirectly, and to
operate, under the laws of any state or other government,
domestic or foreign, corporations and other organizations; to
subscribe for any such corporation or organization; and to
dissolve, liquidate, wind up, reorganize, merge or consolidate
any such corporation or organization;
(f) to invest its assets in securities, including shares and other
certificates of participation and bonds, as well as other
claims for interest bearing debts, however, denominated, and
in any and all forms, the borrowing of money and the issuance
of evidences of indebtedness therefor, as well as the lending
of money;
(g) to acquire considerations paid for technical assistance;
(h) to invest its assets directly or indirectly in real property
and right, to acquire, own, hire, let, lease, rent, divide,
drain, reclaim, develop, improve, cultivate, build on, sell or
otherwise alienate, mortgage or otherwise encumber real
property and to construct infrastructure work, like roads,
pipes and similar works on real estate;
(i) to obtain income from the disposition or grant of rights to
use copyrights, patents, designs, secret processes and
formulae, trademarks and other analogous property, from
royalties (including rentals) for the use of industrial,
commercial or scientific equipment, and from compensation or
other consideration received for technical assistance
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or services;
(j) to establish, participate in and manage limited liability and
other companies or other undertakings of every kind or nature
whatsoever, and to engage in industry and trade;
(k) to guarantee or otherwise secure, and to transfer ownership,
to mortgage, to pledge or otherwise to encumber assets as
security for the obligations of the Company for the
obligations of third parties, with or without consideration;
(l) to borrow moneys upon the issuance of its bonds, debentures,
notes or other obligations and to give security therefor; and
(m) to place in trust all or any of it properties, including
securities.
2.2 The Company is entitled to do all that may be useful or necessary for
the attainment of the above purposes or that is connected therewith in
the widest sense, including the participation in the management of any
other venture or corporation.
DURATION
ARTICLE III
The Company shall have perpetual existence.
CAPITAL AND SHARES
ARTICLE IV
4.1 The authorized capital of the Company shall be three (3) million United
States dollars (US $3,000,000.00), divided into thirty million
(30,000,000) Common Shares with a par value of ten United States cents
(US $0.10) per share (the "Common Shares").
4.2 Common Shares representing at least twenty per cent (20%) of the
authorized capital of the Company have been subscribed for at the time
of this amendment to the Articles of Association.
4.3 The remaining unissued Common Shares shall be issued at such times,
under such conditions and for such consideration as may be determined
by, or on behalf of, the Board of Directors, provided that such
consideration shall not be less than par value.
4.4 The Board of Directors is competent, without instruction of the General
Meeting of Shareholders, to redeem Common Shares
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with due observance of the provisions applicable thereto of these
Articles of Association and subsequently cancel them. The redemption
price per Common Share so redeemed shall be calculated in accordance
with generally accepted accounting principles as being the value that
would be payable on such Common Shares were the Company liquidated or
dissolved.
4.5 Options to subscribe for Common Shares in the Company may be issued to
directors, officers and other persons employed by the Company and/or
its subsidiaries or whose services are otherwise contracted by the
Company, for such consideration and on such terms as determined from
time to time by, or on behalf of, the Board of Directors, provided that
after September fifteenth nineteenhundred ninety-five the exercise
price of such options shall not be below the net asset value of the
relevant Common Shares as calculated, in accordance with generally
accepted accounting principles, at the time of issuance of the relevant
options.
4.6 The options will be issued by the Board of Directors in registered form
only, and shall be entered in a register, which shall be kept by, or on
behalf of, the Board of Directors.
4.7 At the request of a holder of options, certificates may be issued for
the Ooptions held by him. Option certificates shall be signed by a
director, which signature may be in facsimile.
ARTICLE V
No holder of Common Shares of the Company shall have as such shareholder any
preferential or preemptive right to purchase or subscribe for any Common Shares
or any securities convertible into or exchangeable for shares which the Company
may issue.
ARTICLE VI
6.1 The Company may, for its own account and for valuable consideration
from time to time, acquire fully paid Common Shares, provided that at
least twenty per cent (20%) of its authorized capital in the form of
Common Shares remains outstanding and held by others than the Company
itself. The authority to make any such acquisition is vested in the
Board of Directors. Any Common Shares so acquired may be cancelled by
the Board of Directors.
6.2 The Company shall not acquire any voting rights by reason of ownership
of its Common Shares, and, in connection with any General Meeting of
Shareholders, Common Shares owned by the Company shall not be counted
as outstanding, or as present or represented, for the purpose of
determining a quorum or for any other purpose.
ARTICLE VII
7.1 The Common Shares shall be in registered form.
7.2 Share certificates for the Common Shares may be issued at the request
of the Shareholder.
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7.3 The Common Shares shall be entered into a register (the "Register")
which is kept by the Board of Directors or by a registrar designated
thereto by the Board of Directors (the "Registrar"). Each entry shall
mention the name of the shareholder, his residence or his elected
domicile, the quantity of his Common Shares and the numbers of the
share certificates, if any, representing such Common Shares. The
Register shall not be open for inspection by third parties or
shareholders with respect to Common Shares other than those registered
in their name, except with respect to Common Shares that have not been
paid in full and except further, with respect to the Registrar, if said
Registrar has been requested, or if demand of said Registrar has been
made, to disclose any piece of information in the Register and failure
to disclose such information would lead to liability of the Registrar.
7.4 Every transfer and devolution of a Common Share shall be entered in the
Register and every such entry shall be signed by a director or by the
Registrar or by a transfer agent (a "Transfer Agent") designated
thereto by the Board of Directors.
7.5 If any shareholder shall establish to the satisfaction of the Board of
Directors that his share certificate has been lost or destroyed, then,
at his request, a duplicate may be issued under such conditions and
guarantees (which, if required by the Board of Directors, may include
the provision of an indemnity bond issued by an insurance company) as
the Board of Directors shall determine. By the issuance of the new
share certificates on which shall be recorded that it is a duplicate,
the old certificate in place of which the new one has been issued shall
become null and void. The Board of Directors may authorize the exchange
of new share certificates for mutilated share certificates. In such
case the mutilated share certificates shall be delivered to the Company
and shall be cancelled immediately. The cost of a duplicate or new
certificate and any proper expenses incurred by the Company in
connection with the issuance thereof may, at the option of the Board of
Directors, be charged to the shareholder.
7.6 The transfer of Common Shares shall be effected either by serving a
deed of transfer upon the Company or by written acknowledgement of the
transfer by the Company, which can only take place by an annotation on
the share certificate, if share certificates have been issued.
7.7 The entry in the Register provided for in paragraphs 3 and 4 of this
Article shall have the effect of a written acknowledgement of the
transfer by the Company in the event no share certificate(s) has (have)
been issued.
MANAGEMENT
ARTICLE VIII
8.1 The management of all the affairs, property and business of
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the Company shall be vested in a Board of Directors, who shall have and
may exercise all powers except such as are exclusively conferred upon
the shareholders by law or by these Articles of Association, as from
time to time amended.
8.2 With respect to the issuance of Common Shares, the Board of Directors,
or persons acting pursuant to authority granted by the Board of
Directors, may enter into and conclude agreements without the necessity
of any action by the General Meeting of Shareholders:
(a) imposing special obligations upon the Company in connection
with the subscription for Common Shares;
(b) concerning the issue of Common Shares on a basis other than
that on which participation in the Company is open to the
public; or
(c) providing for the payment for Common Shares by means other
than by legal tender of the Netherlands Antilles.
8.3 The directors shall be elected at a General Meeting of Shareholders by
a plurality of votes cast, in person or by proxy, by the shareholders.
The number of persons constituting the whole Board of Directors shall
be not less than seven nor more than fifteen, as fixed and elected by
the General Meeting of Shareholders. The number of persons constituting
the whole Board of Directors shall, until changed at any succeeding
General Meeting of Shareholder, be the number so fixed and elected.
Directors may be removed or suspended at any time by the General
Meeting of Shareholders. At any General Meeting of Shareholders at
which action is taken to increase the number of the whole Board of
Directors or to remove a director, or at any subsequent General Meeting
of Shareholders, the shareholders may fill any vacancy or vacancies
created by such action.
8.4 Each director shall be elected to serve until the next annual General
Meeting of Shareholders and until his successor shall be elected and
qualified, or until his death, resignation, retirement or removal.
8.5 In the event that one or more of the directors is prevented from or is
incapable of acting as director, the remaining directors (or the
remaining director, if these should be only one) may appoint one or
more persons to fill the vacancy or vacancies thereby created on the
Board of Directors until the next General Meeting of Shareholders,
provided that if at any time the number of directors then in office
shall be reduced to less than two, the remaining directors or director
shall forthwith call a General Meeting of Shareholders for the purpose
of filling the vacancies in the Board of Directors, and provided
further that in the event that all of the directors are prevented from
or are incapable of acting as directors, the Company shall be
temporarily managed by any person or persons previously appointed by
the Board of Directors so to act who shall forthwith call a General
Meeting of Shareholders for the purpose of electing a Board of
Directors. If no such General Meeting of Shareholders shall be
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called, and if no such person shall have been appointed, any person or
persons holding in the aggregate at least twenty-five per cent (25%) of
the outstanding Common Shares of the Company may call a General Meeting
of Shareholders for the purpose of electing a Board of Directors.
8.6 A regular meeting of the Board of Directors shall be held at such
place, at such time and on such notice as the Board of Directors shall
determine from time to time, and a special meeting shall held be held
as and when the Chairman or Vice Chairman of the Board of Directors
shall call the same. Notice of the time and place of a special meeting
shall be given:
(a) not less than ninety-six (96) hours before such meeting, by
written notice mailed to each director, or
(b) not later than the calendar day immediately preceding the date
of such meeting, by personal delivery, or by telephone call or
by sending a telegram or telefax to each director.
A waiver of notice of any such meeting signed by all of the directors,
whether before, at or after the time of such meeting, shall be deemed
equivalent to notice of the meeting.
8.7 A majority of the whole Board of Directors shall constitute a quorum
for the conduct of any business and the action of the majority of the
directors present, in person or by proxy as hereinafter provided, at a
meeting at which a quorum is so present, shall constitute the action of
the Board of Directors. In the absence of a quorum, one director may
adjourn any meeting from time to time until a quorum shall be present
and no notice of the adjourned meeting need be given if the time and
place are fixed at the meeting adjourned and if the period of
adjournment does not exceed ten days in any one adjournment.
8.8 Meetings of the Board of Directors may be held through conference
telephone calls or other communication equipment allowing all persons
participating in the meeting to hear each other or through any other
device permitted by then applicable law, and participation in a meeting
through any such lawful device or arrangement shall constitute presence
at such meeting.
8.9 When action by the Board of Directors is required or permitted to be
taken, action at a meeting may be dispensed with if all the directors
shall consent in writing to such action taken or being taken. Directors
may be telegram, or other writing appoint a proxy to act at any meeting
of the Board of Directors, such proxy to be restricted, however, to the
particular meeting specified therein. Such proxy must be another
director of the Company.
ARTICLE IX
9.1 The Board of Directors, by resolution adopted by a majority of the
entire Board of Directors, may appoint an Executive Committee (and may
discontinue the same at any time) to
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consist of two or more directors of the Company to hold office at the
pleasure of the Board of Directors. Additional members of the Executive
Committee may, but are not required to, be directors. The Executive
Committee shall, subject to the provisions laid down in these Articles
of Association, have and may exercise all the powers and authority
delegated to it by the Board of Directors regarding the management of
the business and affairs of the Company. The Executive Committee shall
not have the power or authority to:
(a) recommend to the shareholders to amend the Articles of
Association;
(b) recommend to the shareholders the sale, lease or exchange of
all or substantially all of the Company's property and assets;
(c) recommend to the shareholders the dissolution and liquidation
of the Company;
(d) amend the By-laws, as defined in paragraph 6 of Article X of
these Articles of Association (in Dutch: "reglement"), if any;
(e) declare interim dividends; or
(f) authorize the issuance of Common Shares;
for as much as such powers are within the authority of the entire Board
of Directors or the General Meeting of Shareholders.
9.2 Meetings of the Executive Committee may be called at any time by the
Chairman of the Board of Directors or the Chairman of the Executive
Committee or any two members of the Executive Committee. Two members of
the Executive Committee shall constitute a quorum for the transaction
of business, except that when the Executive Committee consist of one
member, then one member shall constitute a quorum.
9.3 The Board of Directors by resolution passed by a majority of the entire
Board of Directors may appoint such other Committees as may be deemed
advisable and may terminate any such Committee at any time. Each
Committee shall have two or more members who may, but are not required
to, be directors and who shall serve at the pleasure of the Board of
Directors and shall have such powers as may be provided by resolution
of the Board of Directors. Two members of each of such Committee shall
constitute a quorum for the transaction of business except that when
such an additional Committee consists of one member, then one member
shall constitute a quorum.
ARTICLE X
10.1 The Board of Directors annually shall elect to appoint the following
officers: a Chairman, a President, a Secretary and a Treasurer, each to
serve until his successor is elected and qualified. The Board of
Directors from time to time also may
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elect or appoint a Chairman of the Executive Committee, one or more
Vice Chairmen of the Board of Directors, one or more Vice Presidents
(who may have such additional descriptive designations as the Board of
Directors may determine), a Controller, one or more Assistant
Treasurers, Assistant Controllers and any such other officers and
agents as it determines proper, all of whom shall hold office at the
pleasure of the Board of Directors. The same person may hold any two or
more of the aforesaid offices but no officer shall execute, acknowledge
or verify an instrument in more than one capacity if such instrument is
required by law or by these Articles of Association to be executed,
acknowledge or verified by two or more officers. The Chairman and the
Vice Chairman of the Executive Committee shall be chosen from among the
Board of Directors, but the other officers of the Company need not be
members of the Board of Directors.
10.2 The Company shall be represented at law and otherwise, and shall be
bound with respect to third parties by:
(a) those directors authorized by the Board of Directors to
represent the Company, who shall have the following titles and
occupy the following offices:
(i) Chairman; or
(ii) Vice Chairman;
(b) persons, who may, but are not required to, be directors,
authorized by the Board of Directors to represent the Company,
who shall have the following titles and occupy the following
offices:
(i) President;
(ii) one or more Vice Presidents;
(iii) Chief Executive Officer;
(iv) Chief Operating Officer;
(v) Controller;
(vi) Treasurer; or
(vii) Secretary.
The Board of Directors may also from time to time authorize other
persons, who may or may not be directors, to represent the Company, who
shall have such titles and occupy such additional offices as the Board
of Directors may determine.
10.3 The General Meeting of Shareholders may grant specific authority to the
Chairman, the President or any member of the Board of Directors to
represent the Company with respect to any particular matter as
specified by such General Meeting of Shareholders.
10.4 The persons holding the above-mentioned offices or any other offices
which the Board of Directors may from time to time authorize as herein
provided shall, respectively, have such power and authority as the
Board of Directors may from time to time grant to the holders of the
offices held by them.
10.5 The Board of Directors may grant general or specific authority to
additional agents or to committees, giving such agents or
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committees such general or limited powers or duties as it may deem
appropriate.
10.6 The Board of Directors may adopt and may amend and repeal such rules
and regulations as it may deem appropriate for the conduct of the
affairs and the management of the Company, including rules, regulations
and resolutions setting forth the specific powers and duties of the
holders of the above-mentioned offices and other persons authorized by
the Board of Directors to represent the Company (the "By-laws"). Such
rules, regulations and resolutions must be consistent with these
Articles of Association.
10.7 The directors, the holders of the above-mentioned offices and other
persons authorized by the Board of Directors to represent the Company
shall receive such compensation as the Board of Directors may from time
to time prescribe.
ARTICLE XI
11.1 The Company shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company,
and with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Company.
11.2 The Company shall have the power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise or entity, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the
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Company and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been
finally adjudged to be liable to the Company for improper conduct
unless and only to the extent that the court in which such action or
suit was brought or any other court having appropriate jurisdiction
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses,
judgments, fines and amounts paid in settlement which the court in
which the action or suit was brought or such other court having
appropriate jurisdiction shall deem proper.
11.3 To the extent that a director, officer, employee or agent of the
Company has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in paragraphs 1 and 2 of
this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expense (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
11.4 Any indemnification under paragraphs 1 and 2 of this Article (unless
ordered by a court) shall be made by the Company only as authorized by
contract approved, or by-laws, resolution or other action adopted or
taken, by the Board of Directors or by the shareholders.
11.5 Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of any
undertaking by or on behalf of the director, officer, employee or agent
to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Company as authorized by this
Article.
11.6 The indemnification and advancement of expenses provided by or granted
pursuant to the other paragraphs of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, by-law,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of the estate of such a person.
11.7 The Company shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability
under the provisions of this Article.
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11.8 For purposes of this Article, reference to the Company shall include,
in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a
consolidation or merger, and which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent, or
is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in
the same position under the provisions of this Article with respect to
the resulting or surviving corporation if its separate existence had
continued.
GENERAL MEETING OF SHAREHOLDERS
ARTICLE XII
12.1 All General Meetings of Shareholders shall be held in Curacao.
12.2 The annual General Meeting of Shareholders shall be held within nine
months after the end of the preceding fiscal year on a date determined
from year to year by the Board of Directors for the purpose of electing
directors reporting on the course of business during the preceding
fiscal year and for any other purposes required by law, and for such
additional purposes as may be specified in the notice of such meeting.
12.3 Special General Meetings of Shareholders may be called at any time only
upon the direction of the Chairman, the Vice Chairman, or by resolution
of the Board of Directors.
12.4 Notice of General Meetings of Shareholders, whether annual General
Meetings or special General Meetings, stating the time and place of the
meeting, shall be given to the shareholders not less than ten (10) or
more than sixty (60) days prior to the date of the meeting in question
by mailing a written notice, postage prepaid to each shareholder at the
address thereof appearing in the Register.
12.5 All notices of General Meetings of Shareholders shall state the matters
to be considered at the meeting. In the event a General Meeting of
Shareholders is to consider an amendment to these Articles of
Association, then such shall be stated in a notice and the full text of
such amendments shall be filed at the offices of the Company for
inspection by every shareholder until the conclusion of the General
Meeting of Shareholders.
ARTICLE XIII
13.1 Every shareholder has the right to attend any General Meeting of
Shareholders in person or by proxy, and to address the meeting.
13.2 Each holder of Common Shares shall be entitled to one vote for each
Common Share held on all matters to be voted on,
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including the election of directors.
ARTICLE XIV
For the purpose of determining shareholders entitled to notice of and/or to vote
at any General Meeting of Shareholders, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Company may provide that the
Register shall be closed for a stated period not to exceed, in any case, fifty
(50) days. If the share transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a General Meeting
of Shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the Register, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in case of a General Meeting of Shareholders, not less than ten
(10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the share transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a General Meeting of Shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any General Meeting of Shareholders has been
made as herein provided, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of
share transfer books and the stated period of closing has expired.
ARTICLE XV
15.1 Except as otherwise provided herein, no action may be taken at any
General Meeting of Shareholders unless a quorum consisting of the
holders of at least one half of the outstanding Common Shares are
present at such meeting in person or by proxy.
15.2 If a quorum is not present in person or by proxy at any General Meeting
of Shareholders a second general meeting shall be called in the same
manner as such original meeting of Shareholders, to be held within two
months, at which second meeting, regardless of the number of Common
Shares represented (but subject to the provisions of Article XIX, XX
and XXI), valid resolutions may be adopted with respect to any matter
stated in the notice of the original meeting and also in the notice of
such second meeting or which by law is required to be brought before
the shareholders despite he absence of a quorum.
15.3 Subject to the provisions of Articles XIX, XX and XXI, a majority of
the votes cast shall be necessary to adopt any resolution at any
General Meeting of Shareholders.
15.4 The Chairman of the Board of Directors or in his absence the
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Vice Chairman or a person designated by the Board of Directors shall
preside at General Meetings of Shareholders.
15.5 At any General Meeting of Shareholders, a shareholder may vote upon all
matters before the meeting, even if the decision to be taken would
grant him, in a capacity other than as a shareholder, any right against
the Company or would in such other capacity relieve him of any
obligation to the Company.
DISTRIBUTION OF PROFITS
ARTICLE XVI
16.1 All profits may be reserved at the discretion of the Board of
Directors. The profits so reserved shall be reflected on the Company's
annual balance sheet in a Common Share Retained Earnings Account. No
profits reserved by the Board of Directors pursuant to a duly adopted
resolution shall be distributed to the holders of Common Shares, unless
the Board of Directors has first recommended in writing to the General
Meeting of Shareholders that such a distribution be made and the
General Meeting of Shareholders has duly adopted a subsequent
resolution confirming the recommendation of the Board of Directors. Any
such written recommendation of the Board of Directors shall specify the
amount of the distribution and the date on which it is to be paid. Once
profits have been reserved, the Board of Directors shall be under no
obligation to recommend within any specific period of time that a
distribution be made to the holders of Common Shares; instead, such
written recommendations may be made at such times and in such amounts
as the Board of Directors determines in its sole discretion.
16.2 In the event that the profit and loss account shows a loss for any
given year, which cannot be covered by the reserves or compensated in
another manner, no profit shall be distributed in any subsequent year,
as long as the loss has not been recovered.
16.3 The Board of Directors may at any time resolve to distribute one or
more interim dividends, if justified by the anticipated profits of the
Company, as an advance payment of the dividend expected to be declared
by the General Meeting of Shareholders.
FISCAL YEAR
ARTICLE XVII
The fiscal year of the Company shall be the calendar year.
BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
ARTICLE XVIII
18.1 Within eight months after the end of the fiscal year of the Company,
the Board of Directors shall prepare the balance sheet and profit and
loss account with respect to such past
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fiscal year. Subsequently, the balance sheet and profit and loss
account shall be submitted to the shareholders for inspection and
adoption at the annual General Meeting of Shareholders. From the date
at which the notice of the annual General Meeting of Shareholders is
sent until the close of the annual General Meeting of Shareholders, the
balance sheet and profit and loss account shall be available for
inspection by the shareholders at the office of the Company, and at any
additional place, if specified in the notice of such meeting.
18.2 The adoption of the balance sheet and profit and loss account by the
annual General Meeting of Shareholders shall have the effect of
acquitting and discharging the Board of Directors for their actions
during the past fiscal year to the extent such actions appear from the
balance sheet and profit and loss account or to the extent the results
of such actions are clearly embodied therein.
DISPOSITION OF ASSETS
ARTICLE XIX
Notwithstanding any provision of Article XV, any sale or other disposition of
all or substantially all of the assets of the Company, whether for cash,
property, stock or other securities of another company, or for any other
consideration, shall be made only pursuant to a resolution duly adopted at a
General Meeting of Shareholders by the holder or holders of at least a majority
of the Common Shares of the Company at the time outstanding, the notice of which
meeting shall have specified the terms of such proposed sale or other
disposition; provided, however, the foregoing shall not apply to any
reorganization or rearrangement of the Company, or of any of its subsidiaries or
of any of its assets in any transaction whereby there shall be no diminution of
the beneficial interest of the shareholders of the Company in such assets.
DISSOLUTION
ARTICLE XX
20.1 Notwithstanding any provision of Article XV, any resolution providing
for the dissolution, liquidation or winding up of the Company shall be
valid only if duly adopted at a General Meeting of Shareholders by the
holder or holders of at least a majority of the Common Shares of the
Company at the time outstanding, the notice of which meeting shall have
specified the nature of any such resolution to be voted upon at such
meeting.
20.2 In the event of dissolution of the Company, the liquidation shall be
effected under such provisions as the General Meeting of Shareholders
shall, without prejudice to the provisions of this Article, decide.
20.3 If the profit and loss account covering the fiscal year, closing as of
the date of the dissolution of the Company, shows a profit balance,
this balance shall be divided in conformity with the provisions of
Article XVI of these
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Article of Association.
20.4 The distributions of the liquidation proceeds shall be paid to the
holders of Common Shares in proportion to their share holding.
20.5 During thirty years after the end of the liquidation, the books and
records of the Company shall remain in the custody of the person
designated for that purpose by the General Meeting of Shareholders.
AMENDMENTS
ARTICLE XXI
Notwithstanding any provisions of Article XV, these Articles of Association may
be amended only pursuant to a resolution duly adopted at a General Meeting of
Shareholders by the holder or holders of at least an absolute majority of the
Common Shares of the Company at the time outstanding, the notice of which
meeting shall have set forth the exact text of the proposed amendment or
amendments or shall have stated that a copy of such text has been deposited at
the office of the Company in Curacao for inspection by the shareholders of the
Company, and will remain available for inspection until the conclusion of said
meeting.