THE UNDERSIGNED:
- ----------------
GERARD CHRISTOFFEL ANTONIUS SMEETS, a Civil Law Notary of Curacao, Netherlands
Antilles,
DOES HEREBY CERTIFY:
- --------------------
that a copy of the articles of association of the Company as currently in force
and effect is attached hereto;
"ORTHOFIX INTERNATIONAL N.V."
-----------------------------
a corporation organized under the laws of the Netherlands Antilles and
established in Curacao, Netherlands Antilles.
Curacao, Netherlands Antilles, 16 June 2005.
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 Curacao 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,
non-
invasive 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;__
(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 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.______________________________________
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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 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
3
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.____________________
(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._______________
4
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
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
5
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 e-mail 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 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;____________________________________________________
6
(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:________________________________
(a) those directors authorized by the Board of Directors to
represent the Company, who shall have the following titles and
occupy the following offices:___________________________________
7
(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._____________________________________________
(c) Persons, who the Board of Directors may also from time to time
authorize, 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, including but
not limited to the following offices:___________________________
(i) Chief Financial Officer, who shall have principal
responsibility for the financial accounting affairs of
the Company, and to whom, in the absence of specific
contrary determination of the Board of Directors, the
Controller and Treasurer shall report, directly or
indirectly; and________________________________________
(ii) a General Counsel, who shall have principal
responsibility for the legal affairs of the Company,
and whose duties shall include providing legal counsel
to the Board of Directors, the officers, and the
employees and agents of the Company as requested in
connection with their activities on behalf of the
Company._______________________________________________
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._____________________________________________________
8
ARTICLE 11______________________________________________________________________
11.1 The Company shall promptly indemnify, to the full extent permitted by
law, any person made or threatened to be made a party to any Action by
reason of the fact that the person, or his or her testator or
intestate, is or was a director or officer of the Company or serves or
served any other enterprise as a director or officer at the request of
the Company or any predecessor of the Company (such person, an
"Executive") against all Liabilities and Expenses he or she may incur
in connection with such Action.________________________________________
The following terms as used in this Article 11 shall be defined as
follows:_______________________________________________________________
a) "Action(s)" includes, without limitation, any threatened,
pending or completed action, claim, litigation, suit or
proceeding, whether civil, criminal, administrative, arbitrative
or investigative, predicated on any applicable law of any
jurisdiction, including, without limitation, the Securities Act
of 1933, as amended, and/or Securities Exchange Act of 1934, as
amended, and/or their respective state counterparts and/or any
rule or regulation promulgated there under, whether a Derivative
Action and/or whether formal or informal._______________________
b) "Expenses" shall include, without limitation, any and all
reasonable expenses, fees, costs, charges, attorneys' fees and
disbursements, other out-of-pocket costs, reasonable
compensation for time spent by the Executive in connection with
the Action for which he or she is not otherwise compensated by
the Company, any affiliate, any third party or other entity and
any and all other reasonable direct and indirect costs of any
type or nature whatsoever.______________________________________
c) "Liabilities" shall include, without limitation, judgments,
amounts incurred in settlement, fines, penalties and, with
respect to any employee benefit plan, any excise tax or penalty
incurred in connection therewith, all Expenses and any and all
other reasonable liabilities of every type or nature whatsoever
incurred in connection with the subject Action._________________
11.2 The Company shall from time to time pay to or reimburse an Executive,
or such other person or entity as the Executive may designate in
writing to the Company, Expenses incurred by or on behalf of such
Executive in connection with any Action in advance of the final
disposition or conclusion of any such Action within ten days after the
receipt of the Executive's written request therefore; provided, that
the Executive furnishes to the Company an executed written certificate
affirming his or her good faith belief that he or she has not engaged
in misconduct which would render indemnification impermissible under
Section 11.1 or applicable law, and agrees in writing to repay any
advances made under this Section 11.2 if it is ultimately determined by
a court of competent jurisdiction, or other panel or authority
consented to by the Executive, that he or she is not entitled to be
indemnified by the Company.____________________________________________
11.3 The Company may purchase and maintain insurance on behalf of any person
who is or was an Executive of the Company, and/or is or was serving as
an Executive of an affiliate, against Liabilities asserted against him
or her and/or incurred by or on behalf of him or her in any such
capacity, or arising out of his or her status as such an Executive,
whether or not the Company would have the power to indemnify him or her
against such Liabilities under this Article 11 or
9
under applicable law. Except as expressly provided herein, the purchase
and maintenance of such insurance shall not in any way limit or affect
the rights and obligations of the Company and/or any Executive under
this Article 11. Such insurance may, but need not, be for the benefit
of all Executives of the Company and those serving as Executives of one
or more affiliates. The Company may also create a trust fund, grant a
security interest and/or use other means (including, without
limitation, letters of credit, surety bonds and/or other similar
arrangements), as well as enter into contracts providing
indemnification to the full extent permitted by law and including as
part thereof provisions with respect to any or all of the foregoing to
ensure the payment of such amounts as may become necessary to effect
indemnification as provided herein, therein or elsewhere. Such
contracts may also include, without limitation, procedures for the
determination of the right to indemnification (including the choice of
venues and courts, agencies, panels or other authorities designated to
make such determination), burden of proof, remedies for failure to make
prompt payment, and other matters pertaining to both the substance of
and procedures for indemnification.____________________________________
11.4 To the extent determined appropriate by the Board of Directors, the
Company may indemnify and hold harmless any person who is or was a
party, or is threatened to be made a party to any Action by reason of
his or her status as, or the fact that he or she is or was an employee
or authorized agent or representative of the Company and/or an
affiliate as to Liabilities incurred in connection with an Action
arising out of acts performed in the course and within the scope of
such employee's, agent's or representative's duties to the Company
and/or an affiliate, in accordance with and to the fullest extent
permitted by applicable law.___________________________________________
11.5 If any provision of this Article 11 shall be deemed invalid or
inoperative, or if a court of competent jurisdiction determines that
any of the provisions of this Article 11 contravene public policy, this
Article 11 shall be construed so that the remaining provisions shall
not be affected, but shall remain in full force and effect, and any
such provisions which are invalid or inoperative or which contravene
public policy shall be deemed, without further action or deed by or on
behalf of the Company, to be modified, amended and/or limited, but only
to the extent necessary to render the same valid and enforceable, and
the Company shall indemnify and hold harmless an Executive against
Liabilities incurred with respect to any Action to the fullest extent
permitted by any applicable provision of this Article 11 that shall not
have been invalidated and to the fullest extent otherwise permitted by
applicable law; it being understood that the intention of the Company
is to provide the Executives with the maximum protection against
personal liability available under applicable law._____________________
11.6 The right to indemnification against Liabilities and advancement of
Expenses provided to an Executive by this Article 11 shall not be
deemed exclusive of any other rights to indemnification against
Liabilities and advancement of Expenses which any Executive or other
employee or agent of the Company and/or of an affiliate may be entitled
under any charter provision, written agreement, resolution, vote of
shareholders or disinterested directors of the Company or otherwise,
both as to acts in his or her official capacity as such Executive or
10
other employee or agent of the Company and/or of an affiliate or as to
acts in any other capacity while holding such office or position,
whether or not the Company would have the power to indemnify against
Liabilities or advance Expenses to the Executive under this Article 11
or under applicable law._______________________________________________
11.7 The terms and provisions of this Article 11 shall continue as to an
Executive subsequent to the cessation of his or her tenure as such, and
such terms and provisions shall be binding upon and inure to the
benefit of the heirs, estate, executors and administrators of such
Executive and the successors and assigns of the Company, including,
without limitation, any successor to the Company by way of merger,
consolidation and/or sale or disposition of all or substantially all of
the assets or capital stock of the Company. Except as provided herein,
all rights and obligations of the Company and the Executive hereunder
shall continue in full force and effect despite the subsequent
amendment or modification of the Company's Articles of Association, as
it is in effect on the date hereof, and such rights and obligations
shall not be affected by any such amendment or modification, any
resolution of directors or shareholders of the Company, or by any other
corporate action which conflicts with or purports to amend, modify,
limit or eliminate any of the rights or obligations of the Company
and/or of the Executive hereunder._____________________________________
11.8 This Article 11 shall be deemed to be a contract between the Company
and each Executive and any repeal or other limitation of this Article
11 or any repeal or limitation of any applicable law shall not limit
any rights of indemnification against Liabilities or allowance of
Expenses then existing or arising out of events, acts or omissions
occurring prior to such repeal or limitation, including, without
limitation, the right to indemnification against Liabilities or
allowance of Expenses for Actions commenced after such repeal or
limitation to enforce this Article 11 with regard to acts, omissions or
events arising prior to such repeal or limitation._____________________
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.___________________
11
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 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._________________________
12
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 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.______________________
13
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
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._____________________________
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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.________________________________________________________________________