Exhibit 3.2
"ORTHOFIX INTERNATIONAL N.V." a limited liability corporation organized
under the laws of the Netherlands Antilles, with statutory seat in Curacao,
Netherlands Antilles and with registered address Abraham De Veerstraat 7,
Curacao, Netherlands Antilles (the "Company"), has been legally incorporated
under the name: "Ortofix International Investments N.V.", by deed executed
before Johannes Wilhelmus Maria Thesseling, at that time a Civil-Law Notary of
Curacao, Netherlands Antilles, on the nineteenth day of October nineteen hundred
and eighty-seven, such according to a draft of the aforementioned deed of
incorporation, upon which the at that time required declaration of no-objection
was granted by ministerial decree of the nineteenth day of October
ninteen hundred eighty-seven, under number 2250/N.V.
The articles of incorporation have lastly been amended by deed of
amendment executed before notary G.C.A. Smeets, aforementioned, on the
twenty-second day of August nineteen hundred and ninety-five, such according to
a draft of the aforementioned deed of amendment, upon which the at that time
required declaration of no-objection was granted by ministerial decree of the
twenty-second day of August nineteen hundred and ninety-five, under number
2001/N.V.
It was decided by the general meeting of shareholders of the Company
held on the twenty-ninth day of June two thousand and four to amend the articles
of incorporation of the Company, such under assignment of the appearer,
aforementioned, to execute and sign the deed of amendment of the articles of
incorporation.
In performance of the aforesaid resolution the appearer declared to
amend the articles of incorporation of the aforesaid limited liability company
and to restate the articles of incorporation in their entirety, as follows:
NAME AND DOMICILE
ARTICLE 1
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 Curarao and may have branches and/or branch
offices elsewhere.
PURPOSE
ARTICLE 2
2.1 The purpose of the Company is:
(a) to act as a diversified orthopedic products company manufacturing,
marketing and selling a broad line of minimally invasive surgical, as
well as non-surgical, products for the spine, reconstruction and
trauma market sectors, including but not limited to external and
internal fixation devices used in fracture treatment, limb lengthening
and bone reconstruction, noninvasive stimulation products, bracing
products and pain management products and to engage in any 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 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 and for the obligations of third
parties, with or without consideration;
(1) to borrow moneys upon the issuance of its bonds, debentures, notes or
other obligations and to give security therefor; and
2
(m) to place in trust all or any of its 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 and the management of any
other venture or corporation.
DURATION
ARTICLE 3
The Company shall have perpetual existence.
CAPITAL AND SHARES
ARTICLE 4
4.1 The capital of the Company is divided into Common Shares with a par value
of ten United States cents (US $0.10) per share (the "Common Shares"), with
a maximum of fifty million (50,000,000) Common Shares.
4.2 Common Shares shall be issued pursuant to a deed between the Company and
the prospective shareholder 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.
4.3 The Board of Directors is competent, without instruction of the General
Meeting of Shareholders, to redeem Common Shares 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.
4.4 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 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.
4.5 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.
4.6 At the request of a holder of options, certificates may be issued for the
options held by him. Option certificates shall be signed by a director,
which signature may be in facsimile.
ARTICLE 5
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 6
6.1 The Company may, with due observance of the provisions of article 114 of
Book 2 Civil Code Netherlands Antilles for its own account and for valuable
consideration from time to time, acquire fully paid Common Shares. The
authority to make any
3
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 7
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.
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 date of
acquisition and the quantity of his Common Shares and the numbers of the
share certificates, if any, representing such Common Shares and such
further information as is mentioned in article 109 Book 2 Civil Code
Netherlands Antilles. 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 (a) The transfer of Common Shares shall be effected by a deed of transfer
between the transferor and the transferee and serving of that deed
upon the Company or by written acknowledgement of the transfer by the
Company. If share certificates have been issued, parties may make an
appropriate declaration on the certificate, which then counts as a
deed of transfer and the acknowledgment by the Company can take place
by an annotation on the share certificate.
4
(b) As long as the Common Shares are listed on a stock exchange, transfer
of shares may also be effected in accordance with the system commonly
applied by such stock exchange.
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 8
8.1 The management of all the affairs, property and business of 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 Save as set out in article 8.5, 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 resigns or is prevented from
or is incapable of acting as director, the remaining directors (or the
remaining director, if there 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
5
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 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 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 an
email 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 by
e-mail, telefax, 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 9
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 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
6
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 10 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 10
10.1 The Board of Directors annually shall elect or 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 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, acknowledged 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:
7
(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 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 11
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
8
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 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 I and 2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (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 an 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
9
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.
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 12
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.
At such annual General Meeting:
a. the Board of Directors shall report on the business of the
Company and the administration thereof conducted during the
preceding fiscal year;
b. the annual accounts including the balance sheet and the profit
and loss statement with an explanatory statement setting forth
the standards by which the properties of the Company have been
valued (the "Annual Accounts") will be submitted by the Board of
Directors for approval;
c. members of the Board of Directors will be elected;
d. the appointment of the accountants will be ratified as referred
to in article 117 of Book 2 Civil Code of the Netherlands
Antilles; and
e. the Board of Directors shall introduce any related items of
business deemed necessary for discussion by the Board of
Directors or General Meeting of Shareholders.
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 fifteen (15) or more than
sixty (60) days prior to
10
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 13
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, including the election of
directors.
ARTICLE 14
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 15
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 Articles 19, 20 and 21), valid
resolutions may be adopted with respect to any matter stated in the notice
of the original meeting and also in the
11
notice of such second meeting or which by law is required to be brought
before the shareholders despite the absence of a quorum.
15.3 Subject to the provisions of Articles 19, 20 and 21, 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 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 16
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 17
The fiscal year of the Company shall be the calendar year.
BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
ARTICLE 18
Each year within eight months (8) from the end of the fiscal year of the Company
subject to the General Meeting of Shareholders possibly extending this period by
up to six (6) months on grounds of special circumstances, the Board of Directors
shall prepare the Annual Accounts as referred to in Article 12 hereof. The
Annual Accounts drawn up shall be signed by all of the directors; should a
signature be lacking then a reason therefore shall be stated. The Annual
Accounts shall be submitted to the shareholders for inspection and to the
General Meeting of Shareholders for approval. From the date at which the notice
12
of the annual General Meeting of Shareholders is sent until the close of the
annual General Meeting of Shareholders, the Annual Accounts 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.
DISPOSITION OF ASSETS
ARTICLE 19
Notwithstanding any provision of Article 15, 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 20
20.1 Notwithstanding any provision of Article 15, 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 16 of
these Articles 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 ten years after the end of the liquidation, the books and records of
the Company shall remain in the custody of the liquidator or of the
custodian designated thereto by the Courts in the Netherlands Antilles at
the request of the liquidator.
AMENDMENTS
ARTICLE 21
Notwithstanding any provisions of Article 15, 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.