THE COMPANIES LAW (1995 REVISION)
---------------------------------
Company Limited by Shares
-------------------------
MEMORANDUM & ARTICLES
OF
ASSOCIATION
OF
BRASOIL FINANCE COMPANY
TABLE OF CONTENTS
MEMORANDUM OF ASSOCIATION
The name of the Company ................................................. 1
The Registered Office of the Company .................................... 1
The objects for which the Company is established ........................ 1
The liability of the members ............................................ 1
The capital of the Company .............................................. 2
ARTICLES OF ASSOCIATION
The Regulations ......................................................... 1
"the Law" ............................................................ 1
"the Holder" ......................................................... 1
Shares .................................................................. 1
Fractional Shares ....................................................... 2
Lien .................................................................... 2
Calls on Shares ......................................................... 3
Bearer Shares ........................................................... 3
Transfer of Shares ...................................................... 3
Forfeiture of Shares .................................................... 5
Alteration of Capital ................................................... 6
Redemption and Purchase of Own Shares ................................... 6
General Meetings ........................................................ 7
Notice of General Meetings .............................................. 8
Proceedings at General Meetings ......................................... 8
Votes of Members ........................................................ 9
Corporations Acting by Representatives at Meetings ...................... 10
Directors ............................................................... 11
Alternate Director ...................................................... 11
Powers and Duties of Directors .......................................... 12
Borrowing Powers of Directors ........................................... 13
The Seal ................................................................ 13
Disqualification of Directors ........................................... 14
Proceedings of Directors ................................................ 14
Dividends ............................................................... 16
Accounts ................................................................ 17
Capitalization of Profits ............................................... 17
Audit ................................................................... 18
Notices ................................................................. 18
Indemnity ............................................................... 19
Non-recognition of Trusts ............................................... 19
Winding up .............................................................. 19
Registration by Way of Continuation ..................................... 20
REGISTERED AND FILED
AS NO:76600 THIS 24th DAY
OF September 1997
/s/ Gracie L. Ebanks
---------------------------
ASST REGISTRAR OF COMPANIES
CAYMAN ISLANDS
THE COMPANIES LAW (1995 REVISION)
---------------------------------
Company Limited by Shares
MEMORANDUM OF ASSOCIATION
OF
BRASOIL FINANCE COMPANY
-----------------------
1. The name of the Company is BRASOIL FINANCE COMPANY.
2. The Registered Office of the Company will be situate at the offices of
BankAmerica Trust and Banking Corporation (Cayman) Limited, P.O. Box 1092,
George Town, Grand Cayman, Cayman Islands or at such other location as the
Directors may from time to time determine.
3. The objects for which the Company is established is to conduct the business
of petroleum marketing, sales, financing and transportation and any
business incidental thereto.
4. The Company shall have and be capable of exercising all the functions of a
natural person of full capacity irrespective of any question of corporate
benefit as provided by Section 26(2) of The Companies Law (1995 Revision).
5. Nothing in the preceding sections shall be deemed to permit the Company to
carry on the business of a Bank or Trust Company without being licensed in
that behalf under the provisions of the Banks and Trust Companies Law (1995
Revision), or to carry on Insurance Business from within the Cayman Islands
or the business of an Insurance Manager, Agent, Sub-agent or Broker without
being licensed in that behalf under the provisions of the Insurance Law
(1995 Revision), or to carry on the business of Company Management without
being licensed in that behalf under the provisions of the Companies
Management Law (1996 Revision).
6. The Company will not trade in the Cayman Islands with any person, firm or
corporation except in furtherance of the business of the Company carried on
outside the Cayman Islands; Provided that nothing in this section shall be
construed as to Prevent the Company effecting and concluding contracts in
the Cayman Islands, and exercising in the Cayman Islands all of its powers
necessary for the carrying on of its business outside the Cayman Islands.
7. The liability of the members is limited to the amount, if any, unpaid on
the shares respectively held by them.
[SEAL]
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8. The capital of the Company is US$50,000.00 divided into 50,000 shares of a
nominal or par value of US$1.00 each provided always that subject to the
provisions of The Companies Law (1995 Revision) and the Articles of
Association the Company shall have power to redeem or purchase any of its
shares and to sub-divide or consolidate the said shares or any of them and
to issue all or any part of its capital whether original, redeemed,
increased or reduced with or without any preference, priority or special
privilege or subject to any postponement of rights or to any conditions or
restrictions whatsoever and so that unless the conditions of issue shall
otherwise expressly provide every issue of shares whether stated to be
Ordinary, Preference or otherwise shall be subject to the powers on the
part of the Company hereinbefore provided.
9. The Company may exercise the power contained in Section 223 of The
Companies Law (1995 Revision) to deregister in the Cayman Islands and be
registered by way of continuation in some other jurisdiction.
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The undersigned, whose name, address and description is subscribed, is desirous
of being formed into a Company in pursuance of this Memorandum of Association,
and agrees to take the number of shares in the capital of the Company set
opposite his name.
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NAME, ADDRESS AND DESCRIPTION NUMBER OF SHARES TAKEN BY
OF SUBSCRIBER SUBSCRIBER
- --------------------------------------------------------------------------------
G. Wayne Panton ONE SHARE
P.O. Box 265G,
Grand Cayman
/s/ G. Wayne Panton
--------------------------------
G. Wayne Panton
Attorney-at-Law
24 September, 1997
/s/ Donna R. Watler
- -----------------------------------------------
Witness to the above signature: Donna R. Watler
Address: P.O. Box 265G, Grand Cayman
Occupation: Secretary
CERTIFIED TO BE A TRUE AND CORRECT COPY
SIG. /s/ RENDA S. CORNWALL
---------------------
RENDA S. CORNWALL
Date. 4th July, 2001
[SEAL]
[STAMP] [STAMP] REGISTERED AND FILED
AS NO: 76600 THIS 24th DAY
[STAMP] OF September 1997
/s/ Gracie L. Ebanks
----------------------------
ASST REGISTRAR OF COMPANIES
CAYMAN ISLANDS
THE COMPANIES LAW (1995 REVISION)
---------------------------------
Company Limited by Shares
-------------------------
ARTICLES OF ASSOCIATION
OF
BRASOIL FINANCE COMPANY
-----------------------
The Regulations contained or incorporated in Table 'A' in the First Schedule of
the Companies Law (1995 Revision) shall not apply to this Company and the
following Regulations shall comprise the Articles of Association of the
Company:-
1. In these Regulations:-
(a) "the Law" means the Companies Law (1995 Revision) of the Cayman
Islands and any statutory amendment or modification thereof. Where any
provision of the law is referred to, the reference is to that
provision as modified by any law for the time being in force. Unless
the context otherwise requires, expressions defined in the law or any
statutory modification thereof in force at the date at which these
Regulations become binding on the Company, shall have the meanings so
defined;
(b) "the Holder" means, in relation to registered shares, the member whose
name is entered in the register of members as the holder of those
shares and, in the case of shares issued in bearer form, the holder
for the time being of the certificate representing the same.
Shares
2. Subject as herein provided all shares in the capital of the Company for the
time being and from time to time unissued shall be under the control of the
Directors, and may, be allotted or disposed of in such manner, to such
persons and on such terms as the Directors in their absolute discretion
may think fit.
3. If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may be varied with the consent
in writing of the holders of three-fourths of the issued shares of that
class, or with the sanction of a special resolution passed at a separate
general meeting of the holders of the shares of the class. To every such
separate general meeting the provisions of these Regulations relating to
general meetings shall mutatis mutandis apply, but so that the necessary
quorum shall be two persons at least holding or representing by proxy
one-third of the issued shares of the
[SEAL]
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class and that any holder of shares of the class present in person or by
proxy may demand a poll.
4. Every person whose name is entered as a member in the Register of Members
shall, without payment, be entitled to a certificate under the seal of the
Company specifying the share or shares held by him and the amount paid up
thereon, provided that in respect of a share or shares held jointly by
several persons the Company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of several
joint holders shall be sufficient delivery to all.
5. With the exception of a share certificate specifying a share or shares
issued to Bearer, if a share certificate is defaced, lost or destroyed it
may be renewed on such terms, if any, as to evidence and indemnity as the
Directors think fit.
Fractional Shares
6. The Directors may issue fractions of a share of any class of shares, and,
if so issued, a fraction of a share shall be subject to and carry the
corresponding fraction of liabilities (whether with respect to nominal or
par value, premium, contribution, calls or otherwise howsoever),
limitations, preferences, privileges, qualifications, restrictions, rights
(including, without prejudice to the foregoing generality, voting and
participation rights) and other attributes of a whole share of the same
class of shares. If more than one fraction of a share of the same class is
issued to or acquired by the same shareholder such fractions shall be
accumulated. For the avoidance of doubt it is hereby declared that in these
Articles the expression "share" shall include a fraction of a share.
Lien
7. The Company shall have a lien on every share (not being a fully paid share)
for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that share, and the Company shall also have a lien
on all shares (other than fully paid up shares) standing registered in the
name of a single person for all moneys presently payable by him or his
estate to the Company; but the Directors may at any time declare any share
to be wholly or in part exempt from the provisions of this Regulation. The
Company's lien, if any, on a share shall extend to all dividends payable
thereon.
8. The Company may sell, in such manner as the Directors think fit, any shares
on which the Company has a lien, but no sale shall be made unless some sum
in respect of which the lien exists is presently payable nor until the
expiration of fourteen days after a notice in writing, stating and
demanding payment of such part of the amount in respect of which the lien
exists as is presently payable, has been given to the registered holder for
the time being of the share, or the persons entitled thereto by reason of
his death or bankruptcy.
9. For giving effect to any such sale the Directors may authorise some person
to transfer the shares sold to the purchaser thereof. The purchaser shall
be registered as the holder of the shares comprised in any such transfer
and he shall not be bound to see to the application of the purchase money,
nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
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10. The proceeds of the sale shall be received by the Company and applied in
payment of such part of the amount in respect of which the lien exists as
is presently payable, and the residue shall (subject to a like lien for
sums not presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the date of the sale.
Calls on Shares
11. The Directors may from time to time make calls upon the members in respect
of any moneys unpaid on their shares; and each member shall (subject to
receiving at least fourteen days' notice specifying the time or times of
payment) pay to the Company at the time or times so specified the amount
called on his shares.
12. The joint holders of a share shall be jointly and severally liable to pay
calls in respect thereof.
13. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest upon the sum at the rate of eight per centum per annum from
the day appointed for the payment thereof to the time of the actual
payment, but the Directors shall be at liberty to waive payment of that
interest wholly or in part.
14. The provisions of these Regulations as to the liability of joint holders
and as to payment of interest shall apply in the case of non-payment of any
sum which, by the terms of issue of a share, becomes payable at a fixed
time, whether on account of the amount of the share, or by way of premium,
as if the same had become payable by virtue of a call duly made and
notified.
15. The Directors may make arrangements on the issue of shares for a difference
between the holders in the amount of calls to be paid and in the times of
payment.
16. The Directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys uncalled and unpaid upon any
shares held by him; and upon all or any of the moneys so advanced may
(until the same would, but for such advance, become presently payable) pay
interest at such rate (not exceeding without the sanction of the Company in
general meeting, six per cent) as may be agreed upon between the member
paying the sum in advance and the Directors.
Bearer Shares
17. Without prejudice to Regulation 2 hereof, the Company may issue shares to
bearer provided that any shares so issued shall be fully paid and the
Company shall issue a certificate specifying the share or shares issued to
bearer.
Transfer of Shares
18. The instrument of transfer of any share shall be executed by or on behalf
of the transferor and if so required by the Directors shall also be
executed on behalf of the transferee and the transferor shall be deemed to
remain a holder of the share until the
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name of the transferee is entered in the Register of Members in respect
thereof. Notwithstanding the foregoing, however, shares issued to bearer
shall be transferred by delivery of the certificate by the transferor to
the transferee and the transferee shall immediately without further action
become a member of the Company.
19. The following provisions shall apply to all shares except those shares
issued to bearer:-
(a) Shares shall be transferred in any usual or common form approved by
the Directors or failing such determination in the following form:
"I [Transferor] for good and valuable consideration
received by me from [Transferee] do hereby transfer to
the said [Transferee] the [__] share(s) standing in my
name in the Register of BRASOIL FINANCE COMPANY to hold
unto the said [Transferee] his executors,
administrators and assigns, subject to the several
conditions on which I held the same at the time of the
execution hereof and I, the said [Transferor] do hereby
consent that my name remain on the Register of the said
Company until such time as the said Company may enter
the transferee's name thereon; And I the said
[Transferee] do hereby agree to take the said share(s)
subject to the same conditions.
As witness our hands
Signed by the said [Transferor]
on the day of 199
----- ---- --
in the presence of:
------------------------ ---------------------
Witness Transferor
Signed by the said (Transferee)
on the day of 199
----- ---- --
in the presence of:
------------------------ ---------------------
Witness Transferee"
(b) The Directors may decline to register any transfer of shares, not
being fully paid shares, to a person of whom they do not approve, and
may also decline to register any transfer of shares on which the
Company has a lien. The Directors may also suspend the registration of
transfers during the fourteen days immediately preceding a general
meeting. The Directors may decline to recognise any instrument of
transfer unless the instrument of transfer is accompanied by the
certificate of the shares to which it relates, and such other evidence
as the Directors may reasonably require to show the right of the
transferor to make the transfer. If the Directors refuse to register a
transfer of
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any shares, they shall within two months after the date on which the
transfer was lodged with the Company send to the transferee notice of
the refusal.
(c) The legal personal representative of a deceased sole holder of a share
shall be the only person recognised by the Company as having any title
to the share. In the case of a share registered in the name of two or
more holders, the survivors or survivor, or the legal personal
representatives of the deceased survivor, shall be the only person
recognised by the Company as having any title to the share.
(d) Any person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall upon such evidence being produced as may
from time to time be properly required by the Directors, have the
right either to be registered as a member in respect of the share or,
instead of being registered himself, to make such transfer of the
share as the deceased or bankrupt person could have made; but the
Directors shall, in either case, have the same right to decline or
suspend registration as they would have had in the case of a transfer
of the share by the deceased or bankrupt person before the death or
bankruptcy.
(e) A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and
other advantages to which he would be entitled if he were the
registered holder of the share, except that he shall not, before being
registered as a member in respect of the share, be entitled in respect
of it to exercise any right conferred by membership in relation to
meetings of the Company.
Forfeiture of Shares
20. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the Directors may, at any time thereafter
during such time as any part of such call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued.
21. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of
non-payment at or before the time appointed the shares in respect of which
the call was made will be liable to be forfeited.
22. If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may at any time
thereafter, before the payment required by notice has been made, be
forfeited by a resolution of the Directors to that effect.
23. A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the Directors think fit, and at any time before a sale or
disposition the forfeiture may be cancelled on such terms as the Directors
think fit.
24. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding, remain liable
to pay to the Company all moneys which at the date of forfeiture were
payable by him to the Company in respect
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of the shares, but his liability shall cease if and when the Company
receives payment in full of the nominal amount of the shares.
25. A statutory declaration in writing that the declarant is a Director of the
Company, and that a share in the Company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts
therein stated as against all persons claiming to be entitled to the share.
The Company may receive the consideration, if any, given for the share on
any sale or disposition thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound
to see to the application of the purchase money, if any, nor shall his
title to the share be affected by any irregularity or invalidity in the
proceedings in reference to the forfeiture, sale or disposal of the share.
26. The provisions of these Regulations as to forfeiture shall apply in the
case of non-payment of any sum which by the terms of issue of a share
becomes payable at a fixed time, whether on account of the amount of the
share, or by way of premium, as if the same had been payable by virtue of a
call duly made and notified.
Alteration of Capital
27. The Company may from time to time by ordinary resolution increase the share
capital by such sum, to be divided into shares of such amount, as the
resolution shall prescribe.
28. The new shares shall be subject to the same provisions with reference to
the payment of calls, lien, transfer, transmission, forfeiture and
otherwise as the shares in the original share capital.
29. The Company may by ordinary resolution:-
(a) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(b) sub-divide its existing shares, or any of them into shares of smaller
amount than is fixed by the Memorandum of Association, subject
nevertheless to the provisions of Section 12 of the Law;
(c) cancel any shares which, at the date of the passing of the resolution,
have not been taken or agreed to be taken by any person.
30. The Company may by special resolution reduce its share capital and any
capital redemption reserve in any manner authorised by law.
Redemption and Purchase of Own Shares
31. Subject to the provisions of the Law, the Company may
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(a) issue shares which are to be redeemed or are liable to be redeemed at
the option of the Company or the holder;
(b) purchase its own shares (including any redeemable shares); and
(c) make a payment in respect of the redemption or purchase of its own
shares otherwise than out of profits or the proceeds of a fresh issue
of shares.
32. A share which is liable to be redeemed may be redeemed by either the
Company or the Holder giving to the other not less than Thirty days notice
in writing of the intention to redeem such shares specifying the date of
such redemption which must be a day on which banks in the Cayman Islands
are open for business.
33. The amount payable on such redemption on each share so redeemed shall be
the amount determined by the Directors as being the fair value thereof as
between a willing buyer and a willing seller.
34. Any share in respect of which notice of redemption has been given shall not
be entitled to participate in the profits of the Company in respect of the
period after the date specified as the date of redemption in the notice of
redemption.
35. Where the Company has agreed to purchase any share from a member, it shall
give notice to all other members of the Company specifying the number and
class of shares proposed to be purchased, the name and address of the
seller, the price to be paid therefor and the portion (if any) of that
price which is being paid out of capital. Such notice shall also specify a
date (being not less than Thirty days after the date of the notice) on
which the purchase is to be effected and shall invite members (other than
the seller) to intimate any objections to the proposed purchase to the
Company before that date. If no objections have been received before the
date specified in the notice the Company shall be entitled to proceed with
the purchase upon the terms specified therein. If any objection is received
prior to the specified date, the Directors may either decline to proceed
with the purchase or convene a general meeting of the Company to consider
and, if thought fit, approve the terms of the proposed purchase.
36. The redemption or purchase of any share shall not be deemed to give rise to
the redemption or purchase of any other share.
37. At the date specified in the notice of redemption or purchase, the holder
of the shares being redeemed or purchased shall be bound to deliver up to
the Company at its registered office the certificate thereof for
cancellation and thereupon the Company shall pay to him the redemption or
purchase monies in respect thereof.
38. The Directors may when making payments in respect of redemption or purchase
of shares in accordance with the provisions of this Regulation, if
authorised by the terms of issue of the shares being redeemed or purchased
or with the agreement of the holder of such shares, make such payment
either in cash or in specie.
General Meetings
39. The Directors may, whenever they think fit, convene a general meeting of
the Company.
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40. General meetings shall also be convened on the written requisition of any
two members of the Company deposited at the Registered Office of the
Company specifying the objects of the meeting and signed by the
requisitionists, and if the Directors do not within twenty-one days from
the date of deposit of the requisition proceed duly to convene the meeting,
the requisitionists themselves may convene the general meeting in the same
manner, as nearly as possible, as that in which meetings may be convened by
the Directors, and all reasonable expenses incurred by the requisitionists
as a result of the failure of the Directors shall be reimbursed to them by
the Company.
41. If at any time there are no Directors of the Company, any two members of
the Company may convene a general meeting in the same manner as nearly as
possible as that in which meetings may be convened by the Directors.
Notice of General Meetings
42. Subject to the provisions of Section 59 of the Law relating to special
resolutions, seven days' notice at the least counting from the date service
is deemed to take place as provided in these Regulations specifying the
place, the day and the hour of the meeting and, in case of special
business, the general nature of that business, shall be given in manner
hereinafter provided or in such other manner (if any) as may be prescribed
by the Company in general meeting to such persons as are, under the
Regulations of the Company, entitled to receive such notices from the
Company; but with the consent of all the members entitled to receive notice
of some particular meeting, that meeting may be convened by such shorter
notice or without notice and in such manner as those members may think fit.
43. The accidental omission to give notice of a meeting to or the non-receipt
of a notice of a meeting by any member shall not invalidate the proceedings
at any meeting.
Proceedings at General Meetings
44. All business carried out at a general meeting shall be deemed special with
the exception of sanctioning a dividend, the consideration of the accounts,
balance sheets, and ordinary report of the Directors and Auditors, and the
appointment and removal of Directors and the fixing of the remuneration of
the Auditors. No special business shall be transacted at any general
meeting without the consent of all members entitled to receive notice of
that meeting unless notice of such special business has been given in the
notice convening that meeting.
45. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save
as herein otherwise provided two members or one member holding at least a
majority in number of the issued shares of the Company present in person or
by proxy shall be a quorum.
46. On presentation of his certificate to the chairman of some particular
general meeting for inspection, a holder of a share or shares in the
Company issued to bearer may attend that general meeting and vote thereat.
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47. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened upon the requisition of members,
shall be dissolved; in any other case it shall stand adjourned to the same
day in the next week, at the same time and place, and if at the adjourned
meeting a quorum is not present within half an hour from the time appointed
for the meeting the member or members present shall be a quorum.
48. The Chairman, if any, of the Board of Directors shall preside as chairman
at every general meeting of the Company.
49. If there is no such chairman, or if at any meeting he is not present within
fifteen minutes after the time appointed for holding the meeting or is
unwilling to act as chairman, the members present shall choose one of their
number to be chairman.
50. The chairman may with the consent of any meeting at which a quorum is
present (and shall if so directed by the meeting) adjourn a meeting from
time to time and from place to place, but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place. When a meeting is adjourned
for ten days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
51. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is (before or on the declaration
of the result of the show of hands) demanded by at least three members
present in person or by proxy entitled to vote or by one member or two
members so present and entitled, if that member or those two members
together hold not less than fifteen per cent of the paid up capital of the
Company, and unless a poll is so demanded, a declaration by the chairman
that a resolution has, on a show of hands, been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that
effect in the book of the proceedings of the Company, shall be conclusive
evidence of the fact, without proof of the number or proportion of the
votes recorded in favour of, or against, that resolution.
52. If a poll is duly demanded it shall be taken in such manner as the chairman
directs, and the result of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded.
53. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting
vote.
54. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs.
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Votes of Members
55. On a show of hands every member present in person and every person
representing a member by proxy shall have one vote. On a poll every member
and every person representing a member by proxy shall have one vote for
each share of which he or the person represented by proxy is the holder.
56. In the case of joint holders the vote of the senior who tenders a vote
whether in person or by proxy shall be accepted to the exclusion of the
votes of the joint holders; and for this purpose seniority shall be
determined by the order in which the names stand in the Register of
Members.
57. A member of unsound mind, or in respect of whom an order has been made by
any court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by his committee, or other person in the nature of a
committee appointed by that court, and any such committee or other person,
may on a poll, vote by proxy.
58. No member shall be entitled to vote at any general meeting unless all calls
or other sums presently payable by him in respect of shares in the Company
have been paid.
59. On a poll votes may be given either personally or by proxy.
60. The instrument appointing a proxy shall be in writing under the hand of the
appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised. A proxy need not be a member of the
Company.
61. An instrument appointing a proxy may be in any form approved by the
Directors, or failing any such approval by the Directors, shall be in the
following form:-
BRASOIL FINANCE COMPANY
-----------------------
I/We the undersigned being a shareholder in the above
Company HEREBY APPOINT [_________] whom failing
[________] to be my proxy and on my/our behalf to
attend, vote at and do all acts and things which I/We
could personally have done at a meeting of shareholders
of the said Company to be held at the Registered Office
of the Company on the day of 19 and at
------ ----- --
all continuations and adjournments thereof
Date
--------------- ------------------------
Signature of Shareholder
62. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
63. A resolution in writing signed by all the members for the time being
entitled to receive notice of and to attend and vote at general meetings
(or being corporations by their duly authorised representatives) shall be
as valid and effective as if the same had been passed at a general meeting
of the Company duly convened and held.
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Corporations Acting by Representatives at Meetings
64. Any corporation which is a member or a Director of the Company may by
resolution of its directors or other governing body authorise such person
as it thinks fit to act as its representative at any meeting of the Company
or of any class of members of the Company or of the Board of Directors of
the Company or of a Committee of Directors, and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation
which he represents as that corporation could exercise if it were an
individual member or Director of the Company.
Directors
65. The name of the first Directors shall either be determined in writing by a
majority of or elected at a meeting of the subscribers of the Memorandum of
Association.
66. The Company may by ordinary resolution appoint any person to be a Director.
67. Subject to the provisions of these Regulations, a Director shall hold
office until such time as he is removed from office by an ordinary
resolution of the Company in general meeting.
68. The Company in general meeting may from time to time fix the maximum and
minimum number of Directors to be appointed but unless such number is fixed
as aforesaid the number of Directors shall be unlimited.
69. The remuneration of the Directors shall from time to time be determined by
the Company in general meeting.
70. The shareholding qualification for Directors may be fixed by the Company in
general meeting and unless and until so fixed no share qualification shall
be required.
71. The Directors shall have power at any time and from time to time to appoint
a person as Director, either as a result of a casual vacancy or as an
additional Director, subject to the maximum number (if any) imposed by the
Company in general meeting.
Alternate Director
72. Any Director may in writing appoint another person to be his alternate to
act in his place at any meeting of the Directors at which he is unable to
be present. Every such alternate shall be entitled to notice of meetings of
the Directors and to attend and vote thereat as a Director when the person
appointing him is not personally present and where he is a Director to have
a separate vote on behalf of the Director he is representing in addition to
his own vote. A Director may at any time in writing revoke the appointment
of an alternate appointed by him. Such alternate shall not be an officer of
the Company and shall be deemed to be the agent of the Director appointing
him. The remuneration of such alternate shall be payable out of the
remuneration of the Director appointing him and the proportion thereof
shall be agreed between them.
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73. Any Director may appoint any person, whether or not a Director of the
company, to be the proxy of that Director to attend and vote on his behalf,
in accordance with instructions given by that Director, or in the absence
of such instructions at the discretion of the proxy, at a meeting or
meetings of the Directors which that Director is unable to attend
personally. The instrument appointing the proxy shall be in writing under
the hand of the appointing Director and shall be in the form printed below
or any other form approved by the Directors, and must be lodged with the
chairman of the meeting of the Directors at which such proxy is to be used,
or first used, prior to the commencement of the meeting:-
BRASOIL FINANCE COMPANY
-----------------------
I the undersigned being a Director of the above Company
HEREBY APPOINT [_______________] when failing
[_________] to be my Proxy and on my behalf to attend,
vote at and to do all acts and things which I could
personally have done at a meeting of Directors of the
said Company to be held on the day of 199
----- ----- --
and at all continuations and adjournments thereof
Date
----------------- --------------------------
Signature of Director
Powers and Duties of Directors
74. The business of the Company shall be managed by the Directors, who may pay
all expenses incurred in setting up and registering the Company and may
exercise all such powers of the Company as are not, by the Law or these
Articles, required to be exercised by the Company in general meeting,
subject, nevertheless, to any Regulation of these Articles, to the
provisions of the Law, and to such regulations, being not inconsistent with
the aforesaid Regulations, or provisions as may be prescribed by the
Company in general meeting; but no regulation made by the Company in
general meeting shall invalidate any prior act of the Directors which would
have been valid if that regulation had not been made.
75. The Directors may from time to time appoint any person, whether or not a
director of the Company to hold such office in the Company as the Directors
may think necessary for the administration of the Company, including
without prejudice to the foregoing generality, the office of President, one
or more Vice-Presidents, Treasurer, Assistant Treasurer, Manager or
Controller, and for such term and at such remuneration (whether by way of
salary or commission or participation in profits or partly in one way and
partly in another), and with such powers and duties as the Directors may
think fit. The Directors may also appoint one or more of their number to
the office of Managing Director upon like terms, but any such appointment
shall ipso facto determine if any Managing Director ceases from any cause
to be a Director, or if the Company in general meeting resolves that his
tenure of office be terminated.
76. The Directors shall appoint the Company Secretary (and if need be an
Assistant Secretary or Assistant Secretaries) who shall hold office for
such term, at such remuneration and upon such conditions and with such
powers as they think fit. Any Secretary or Assistant Secretary so appointed
by the Directors may be removed by the Directors.
-13-
77. The Directors may delegate any of their powers to committees consisting of
such member or members of their body as they think fit; any committee so
formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on it by the Directors.
78. The Directors may from time to time and at any time by power of attorney
appoint any company, firm or person or body of persons, whether nominated
directly or indirectly by the Directors, to be the attorney or attorneys of
the Company for such purposes and with such powers, authorities and
discretion (not exceeding those vested in or exercisable by the Directors
under these Articles) and for such period and subject to such conditions as
they may think fit, and any such power of attorney may contain such
provisions for the protection and convenience of persons dealing with any
such attorney as the Directors may think fit, and may also authorise any
such attorney to delegate all or any of the powers, authorities and
discretion vested in him.
79. The Directors may from, time to time provide for the management of the
affairs of the Company in such manner as they shall think fit and the
provisions contained in the three next following paragraphs shall be
without prejudice to the general powers conferred by this paragraph.
80. The Directors from time to time and at any time may establish any
committees, local boards or agencies for managing any of the affairs of the
company and may appoint any persons to be members of such committees or
local boards and may appoint any managers or agents of the Company and may
fix the remuneration of any of the aforesaid.
81. The Directors from time to time and at any time may delegate to any such
committee, local board, manager or agent any of the powers, authorities and
discretions for the time being vested in the Directors and may authorise
the members for the time being of any such local board, or any of them to
fill up any vacancies therein and to act notwithstanding vacancies and any
such appointment or delegation may be made on such terms and subject to
such conditions as the Directors may think fit and the Directors may at any
time remove any person so appointed and may annul or vary any such
delegation, but no person dealing in good faith and without notice of any
such annulment or variation shall be affected thereby.
82. Any such delegates as aforesaid may be authorised by the Directors to
subdelegate all or any of the powers, authorities, and discretion for the
time being vested to them.
Borrowing Powers of Directors
83. The Directors may exercise all the powers of the Company to borrow money
and to mortgage or charge its undertaking, property and uncalled capital or
any part thereof, to issue debentures, debenture stock and other securities
whenever money is borrowed or as security for any debt, liability or
obligation of the Company or of any third party.
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The Seal
84. The Seal of the Company shall not be affixed to any instrument except by
the authority of a resolution of the Board of Directors provided always
that such authority may be given prior to or after the affixing of the Seal
and if given after may be in general form confirming a number of affixings
of the Seal. The Seal shall be affixed in the presence of a Director or the
Secretary (or an Assistant Secretary) of the Company or in the presence of
any one or more persons as the Directors may appoint for the purpose and
every person as aforesaid shall sign every instrument to which the Seal of
the Company is so affixed in their presence.
85. The Company may maintain a facsimile of its Seal in such countries or
places as the Directors may appoint and such facsimile Seal shall not be
affixed to any instrument except by the authority of a resolution of the
Board of Directors provided always that such authority may be given prior
to or after the affixing of such facsimile Seal and if given after may be
in general form confirming a number of affixings of such facsimile Seal.
The facsimile Seal shall be affixed in the presence of such person or
persons as the Directors shall for this purpose appoint and such person or
persons as aforesaid shall sign every instrument to which the facsimile
Seal of the Company is so affixed in their presence and such affixing of
the facsimile Seal and signing as aforesaid shall have the same meaning and
effect as if the Company Seal had been affixed in the presence of and the
instrument signed by a Director or the Secretary (or an Assistant
Secretary) of the Company or in the presence of any one or more persons as
the Directors may appoint for the purpose.
86. Notwithstanding the foregoing, the Secretary or any Assistant Secretary
shall have the authority to affix the Seal, or the facsimile Seal, to any
instrument for the purposes of attesting authenticity of the matter
contained therein but which does not create any obligation binding on the
Company.
Disqualification of Directors
87. The office of Director shall be vacated, if the Director:-
(a) becomes bankrupt or makes any arrangement or composition with his
creditors;
(b) is found to be or becomes of unsound mind; or
(c) resigns his office by notice in writing to the Company.
Proceedings of Directors
88. The Directors may meet together (either within or without the Cayman
Islands) for the despatch of business, adjourn, and otherwise regulate
their meetings and proceedings as they think fit. Questions arising at any
meeting shall be decided by a majority of votes. In case of an equality of
votes the chairman shall have a second or casting vote. A Director may, and
the Secretary or Assistant Secretary on the requisition of a Director
shall, at any time summon a meeting of the Directors.
-15-
89. A Director or Directors may participate in any meeting of the Board, or of
any committee appointed by the Board of which such Director or Directors
are members, by means of telephone or similar communication equipment by
way of which all persons participating in such meeting can hear each other
and such participation shall be deemed to constitute presence in person at
the meeting.
90. The quorum necessary for the transaction of the business of the Directors
may be fixed by the Directors, and unless so fixed, if there be more than
two Directors shall be two, and if there be two or less Directors shall be
one. A director represented by proxy or by an Alternate Director at any
meeting shall be deemed to be present for the purposes of determining
whether or not a quorum is present.
91. A Director who is in any way, whether directly or indirectly, interested in
a contract or proposed contract with the Company shall declare the nature
of his interest at a meeting of the Directors. A general notice given to
the Directors by any Director to the effect that he is a member of any
specified company or firm and is to be regarded as interested in any
contract which may thereafter be made with that company or firm shall be
deemed a sufficient declaration of interest in regard to any contract so
made. A Director may vote in respect of any contract or proposed contract
or arrangement notwithstanding that he may be interested therein and if he
does so his vote shall be counted and he may be counted in the quorum at
any meeting of the Directors at which any such contract or proposed
contract or arrangement shall come before the meeting for consideration.
92. A Director may hold any other office or place of profit under the Company
(other than the office of auditor) in conjunction with his office of
Director for such period and on such terms (as to remuneration and
otherwise) as the Directors may determine and no Director or intending
Director shall be disqualified by his office from contracting with the
Company either with regard to his tenure of any such other office or place
of profit or as vendor, purchaser or otherwise, nor shall any such contract
or arrangement entered into by or on behalf of the Company in which any
Director is in any way interested, be liable to be avoided, nor shall any
Director so contracting or being so interested be liable to account to the
Company for any profit realised by any such contract or arrangement by
reason of such Director holding that office or of the fiduciary relation
thereby established. A Director, notwithstanding his interest, may be
counted in the quorum present at any meeting whereat he or any other
Director is appointed to hold any such office or place of profit under the
Company or whereat the terms of any such appointment are arranged and he
may vote on any such appointment or arrangement.
93. Any Director may act by himself or his firm in a professional capacity for
the Company, and he or his firm shall be entitled to remuneration for
professional services as if he were not a Director; provided that nothing
herein contained shall authorise a Director or his firm to act as auditor
to the Company.
94. The Directors shall cause minutes to be made in books or loose-leaf folders
provided for the purpose of recording:
(a) all appointments of officers made by the Directors;
(b) the names of the Directors present at each meeting of the Directors
and of any committee of the Directors;
-16-
(c) all resolutions and proceedings at all meetings of the Company, and of
the Directors and of committees of Directors.
95. When the Chairman and Secretary of a meeting of the Directors sign the
minutes of such meeting the same shall be deemed to have been duly held
notwithstanding that all the Directors have not actually come together or
that there may have been a technical defect in the proceedings.
96. A resolution signed by all the Directors shall be as valid and effectual as
if it had been passed at a Meeting of the Directors duly called and
constituted. When signed a resolution may consist of several documents each
signed by one or more of the Directors.
97. The continuing Directors may act notwithstanding any vacancy in their body
but if and so long as their number is reduced below the number fixed by or
pursuant to the Regulations of the Company as the necessary quorum of
Directors, the continuing Directors may act for the purpose of increasing
the number, or of summoning a general meeting of the Company, but for no
other purpose.
98. The Directors may elect a chairman of their meetings and determine the
period for which he is to hold office; but if no such chairman is elected,
or if at any meeting the chairman is not present within fifteen minutes
after the time appointed for holding the same, the Directors present may
choose one of their number to be chairman of the meeting.
99. A committee appointed by the Directors may elect a chairman of its
meetings; if no such chairman is elected, or if at any meeting the chairman
is not present within five minutes after the time appointed for holding the
same, the members present may choose one of their number to be chairman of
the meeting.
100. A committee appointed by the Directors may meet and adjourn as it thinks
proper. Questions arising at any meeting shall be determined by a majority
of votes of the committee members present and in case of an equality of
votes the chairman shall have a second or casting vote.
101. All acts done by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director, shall notwithstanding
that it be afterwards discovered that there was some defect in the
appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person
had been duly appointed and was qualified to be a Director.
Dividends
102. The Company in general meeting may declare dividends, but no dividend shall
exceed the amount recommended by the Directors.
103. The Directors may from time to time pay to the members such interim
dividends as appear to the Directors to be justified by the profits of the
Company.
104. The Directors may, before recommending any dividend, set aside out of the
profits of the Company such sums as they think proper as a reserve or
reserves which shall, at the discretion of the Directors be applicable for
meeting contingencies, or for equalising
-17-
dividends or for any other purpose to which the profits of the Company may
be properly applied and pending such application may, at the like
discretion, either be employed in the business of the Company or be
invested in such investments (other than shares of the Company) as the
Directors may from time to time think fit.
105. Any dividend may be paid by cheque or warrant sent through the post to the
registered address of the member or person entitled thereto, or in the case
of joint holders, to any one of such joint holders at his registered
address or to such person and such address as the member or person
entitled, or such joint holders as the case may be, may direct. Every such
cheque or warrant shall be made payable to the order of the person to whom
it is sent or to the order of such other person as the member or person
entitled, or such joint holders as the case may be, may direct.
Notwithstanding the foregoing, any dividend to which a member is entitled
by way of his holding of shares issued to bearer, shall be paid to that
member on presentation for inspection of his certificate at the registered
office of the Company.
106. The Directors when paying dividends to the members in accordance with the
foregoing provisions may make such payment either in cash or in specie.
107. No dividend shall be paid otherwise than out of profits or, subject to the
restrictions of the Law, the share premium account.
108. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends, all dividends shall be declared and paid according
to the amounts paid on the shares, but if and so long as nothing is paid up
on any of the shares in the Company dividends may be declared and paid
according to the amounts of the shares. No amount paid on a share in
advance of calls shall, while carrying interest, be treated for the
purposes of this Regulation as paid on the share.
109. If several persons are registered as joint holders of any share, any of
them may give effectual receipts for any dividend or other moneys payable
on or in respect of the share.
110. No dividend shall bear interest against the Company.
Accounts
111. The books of account relating to the Company's affairs shall be kept in
such manner as may be determined from time to time by the Directors.
112. The books of account shall be kept at the Registered Office of the Company,
or at such other place or places as the Directors think fit, and shall
always be open to the inspection of the Directors.
113. The Directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the
accounts and books of the Company or any of them shall be open to the
inspection of members not being Directors, and no member (not being a
Director) shall have any right of inspecting any account or book or
document of the Company except as conferred by Law or authorised by the
Directors or by the Company in general meeting.
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Capitalization of Profits
114. The Company in general meeting may upon the recommendation of the Directors
resolve that it is desirable to capitalise any part of the amount for the
time being standing to the credit of any of the Company's reserve accounts
or to the credit of the profit and loss account or otherwise available for
distribution, and accordingly that such sum be set free for distribution
amongst the members who would have been entitled thereto if distributed by
way of dividend and in the same proportions on condition that the same be
not paid in cash but be applied either in or towards paying up any amounts
for the time being unpaid on any shares held by such members respectively
or paying up in full unissued shares or debentures of the Company to be
allotted and distributed credited as fully paid up to and amongst such
members in the proportion aforesaid, or partly in the one way and partly in
the other, and the Directors shall give effect to such resolution; Provided
always that a share premium account and capital redemption reserve may only
be applied in accordance with the provisions of the Law.
115. Whenever such a resolution as aforesaid shall have been passed the
Directors shall make all appropriations and applications of the undivided
profits resolved to be capitalised thereby, and all allotments and issues
of fully paid shares or debentures, if any, and generally shall do all acts
and things required to give effect thereto, with full power to the
Directors to make such provision by payment in cash or otherwise as they
think fit for the case of shares or debentures becoming distributable in
fractions.
Audit
116. The accounts relating to the Company's affairs shall be audited in such
manner as may be determined from time to time by the Company in general
meeting or failing any such determination by the Directors or failing any
determination as aforesaid shall not be audited.
Notices
117. A notice may be given by the Company or by the persons entitled to give
notice to any member personally by sending it by post to him to the
address, if any, supplied by him to the Company for the giving of notices
to him. Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying and posting a
letter containing the notice and to have been effected at the expiration of
120 hours after the letter containing the same is posted.
118. A notice may he given by the Company to the joint holders of a share by
giving the notice to the joint holder named first in the Register of
Members in respect of the share.
119. A notice may be given by the Company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending it through
the post in a prepaid letter addressed to them by name, or by the title of
representatives of the deceased, or trustee of the bankrupt, or by any like
description at the address, if any, supplied for the purpose by the persons
claiming to be so entitled, or (until such address has been so supplied) by
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giving the notice in any manner in which the same might have been given if
the death or bankruptcy had not occurred.
120. Notice of every general meeting shall be given in some manner hereinbefore
authorised to:-
(a) all members who have supplied to the Company an address for the giving
of notices to them; and
(b) every person entitled to a share in consequence of the death or
bankruptcy of a member, who but for his death or bankruptcy would be
entitled to receive notice of the meeting.
No other person shall be entitled to receive notices of general meetings.
Indemnity
121. Every Director (including for the purposes of this Article any Alternate
Director appointed pursuant to the provisions of these Articles), Managing
Director, agent, Secretary, Assistant Secretary, or other officer for the
time being and from time to time of the Company and the personal
representatives of the same shall be indemnified and secured harmless out
of the assets and funds of the Company against all actions, proceedings,
costs, charges, expenses, losses, damages or liabilities incurred or
sustained by him in or about the conduct of the Company's business or
affairs or in the execution or discharge of his duties, powers, authorities
or discretions, including without prejudice to the generality of the
foregoing, any costs, expenses, losses or liabilities incurred by him in
defending (whether successfully or otherwise) any civil proceedings
concerning the Company or its affairs in any court whether in the Cayman
Islands or elsewhere.
122. No such Director, Alternate Director, Managing Director, agent, Secretary,
Assistant Secretary or other officer of the Company shall be liable (i) for
the acts, receipts, neglects, defaults or omissions of any other such
director or officer or agent of the Company or (ii) by reason of his having
joined in any receipt for money not received by him personally or (iii) for
any loss on account of defect of title to any property of the Company or
(iv) on account of the insufficiency of any security in or upon which any
money of the Company shall be invested or (v) for any loss incurred through
any bank, broker or other agent or (vi) for any loss occasioned by any
negligence, default, breach of duty, breach of trust, error of judgement or
oversight on his part or (vii) for any loss, damage or misfortune
whatsoever which may happen in or arise from the execution or discharge of
the duties, powers authorities, or discretions of his office or in relation
thereto, unless the same shall happen through his own dishonesty.
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Non-recognition of Trusts
123. No person shall be recognised by the Company as holding any shares upon any
trust and the Company shall not be bound by or be compelled in any way to
recognise (even when having notice thereof) any equitable, contingent,
future or partial interest in any of its shares or any other rights in
respect thereof except an absolute right to the entirety thereof in each
shareholder registered in the Company's Register of Members (or in the
holder of the bearer certificate representing the shares in question, as
the case may be).
Winding up
124. If the Company shall be wound up the liquidator may, with the sanction of
an ordinary resolution of the Company divide amongst the members in specie
or kind the whole or any part of the assets of the Company (whether they
shall consist of property of the same kind or not) and may, for such
purpose set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as
between the members or different classes of members. The liquidator may,
with the like sanction, vest the whole or any part of such assets in
trustees upon such trusts for the benefit of the contributories as the
liquidator, with the like sanction shall think fit, but so that no member
shall be compelled to accept any shares or other securities whereon there
is any liability.
Registration by Way of Continuation
125. The Company may by special resolution resolve to be registered by way of
continuation in a jurisdiction outside the Cayman Islands or such other
jurisdiction in which it is for the time being incorporated, registered or
existing;
126. In furtherance of a resolution adopted pursuant to sub-clause (a) of this
Regulation, the Directors may cause an application to be made to the
Registrar of Companies to deregister the Company in the Cayman Islands or
such other jurisdiction in which it is for the time being incorporated,
registered or existing and may cause all such further steps as they
consider appropriate to be taken to effect the transfer by way of
continuation of the Company.
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- --------------------------------------------------------------------------------
NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER
- --------------------------------------------------------------------------------
G. Wayne Panton
P.O. Box 265G,
Grand Cayman
/s/ G. Wayne Panton
--------------------------------
G. Wayne Panton
Attorney-at-Law
24 September, 1997
/s/Donna R. Watler
- ------------------------------------------------
Witness to the above signature: Donna R. Watler
Address: P.O. Box 265G, Grand Cayman
Occupation: Secretary
CERTIFIED TO BE A TRUE AND CORRECT COPY
SIG: /s/ Renda S. Cornwall
---------------------
RENDA S. CORNWALL
Date: 4th July, 2001
[SEAL]
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CR-76600
[SEAL]
Certificate of Incorporation On Change of Name
I DO HEREBY CERTIFY that
BRASOIL FINANCE COMPANY
having by Special Resolution dated 25th of September 1997
changed its name, is now incorporated under the name of
PETROBRAS INTERNATIONAL FINANCE COMPANY
CERTIFIED TO BE TRUE AND CORRECT COPY Given under my hand and Seal at George
Town in the Island of Grand Cayman this
Thirtieth day of October One Thousand
Nine Hundred Ninety-Seven
SIG: /s/ Grace L. Ebanks
-------------------------
GRACE L. EBANKS
Asst. Registrar of Companies (SGD. G.L. EBANKS)
An Authorised Officer,
DATE: 30TH OCTOBER 1997 Registry of Companies.
================================================================================