EXHIBIT 3.4
BAKER & MCKENZIE
ATTORNEYS AT LAW, TAX ADVISORS AND CIVIL-LAW NOTARIES
ARTICLES OF INCORPORATION
Name and registered office
Article 1
1. The company's name is: MILACRON CAPITAL HOLDINGS B.V.
2. The company has its registered office in: Vlaardingen.
Objects
Article 2
The company's objects are:
a. to incorporate, participate in, conduct the management of and take any
other financial interest in other companies and enterprises;
b. to render administrative, technical, financial, economic or managerial
services to other companies, persons or enterprises;
c. to acquire, dispose of, manage and utilise real and personal property,
including patents, marks, licences, permits and other industrial
property rights;
d. to borrow and lend moneys, act as surety or guarantor in any other
manner, and bind itself jointly and severally or otherwise in addition
to or on behalf of others,
the foregoing whether or not in collaboration with third parties and inclusive
of the performance and promotion of all activities which directly and indirectly
relate to those objects, all this in the broadest sense of the terms.
Authorised capital
Article 3
1. The company's authorised capital amounts to one hundred thousand Euro
(EUR 100,000.--).
2. It is divided into one hundred (100) shares with a par value of one
thousand Euro (EUR 1,000.--) each.
3. All shares shall be in registered form and shall be consecutively
numbered from 1 onwards. Share certificates shall not be issued.
Shareholders' register
Article 4
1. The company's Board of Managing Directors shall keep a register in
which the names and addresses of all holders of shares shall be
recorded, specifying the date on which they acquired their shares, the
date of acknowledgment by or service upon the company and the amount
paid for each share.
The register shall also contain the names and addresses of all owners
of a
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usufruct or pledge on those shares, specifying the date on which they
acquired such usufruct or pledge, the date of acknowledgment by or
service upon the company and what rights they have been granted
attaching to the shares under Articles 197 and 198, paras. 2 and 4,
Book 2, Dutch Civil Code.
2. Article 194, Book 2, Dutch Civil Code shall apply to the register.
Issuance of shares
Article 5
1. Shares may only be issued pursuant to a resolution by the general
meeting of shareholders, hereinafter to be referred to as the "general
meeting".
Issuance shall be by means of a notarial deed, executed before a
civil-law notary authorised to practise in the Netherlands, and to
which those involved are party.
2. With due observance of the restrictions provided by law, shareholders
shall have pre-emptive rights with respect to any further share issue
in proportion to the total value of their individual shareholdings.
3. Likewise, shareholders shall have pre-emptive rights with respect to
the granting of options to subscribe to shares.
4. Said pre-emptive rights may, for every single issue, be limited or
suspended by the general meeting.
5. When a share is issued, its par value must be fully paid up. It may be
stipulated that a portion of the share's par value, not exceeding
three-fourths thereof, need not be paid until after such portion is
called up by the company.
Own shares
Article 6
1. With due observance of the relevant statutory provisions, the company
may acquire its own fully-paid shares or depositary receipts, however,
subject to the maximum permitted by law.
2. The company may grant loans for the purpose of subscribing to or
acquiring its shares or depositary receipts, however, subject to the
sum of its distributable reserves.
Transfer of shares. Usufruct. Pledge. Depositary receipts
Article 7
1. The transfer of shares or any restricted rights attaching to shares
shall require a notarial deed, executed before a civil-law notary
authorised to practise in the Netherlands, to which those involved are
party.
2. The transfer of shares or any restricted rights attaching to shares as
referred to in para. 1 - including the creation and relinquishment of
restricted rights - shall, by
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operation of law, also be valid vis-a-vis the company.
The rights attaching to shares cannot be exercised until the company
either acknowledges the juristic act or is served with the notarial
deed in accordance with the relevant statutory provisions, except where
the company is party to the juristic act.
3. In the event that a usufruct or pledge is created on shares, voting
rights may be granted to the usufructuary or pledge.
4. The company shall not cooperate in issuing depositary receipts for its
shares.
Transfer restrictions
Article 8 Approval
1. In order to be valid, every transfer of shares shall require the prior
approval of the general meeting, unless all shareholders have given
their approval in writing. The approval shall be valid for three months
only.
2. The shareholder who wishes to transfer his shares - hereinafter to be
referred to as the "proposing transferor" - shall inform the Board of
Managing Directors by registered mail or return receipt requested,
specifying the number of shares to be transferred and the person(s) to
whom he wishes to transfer his shares.
3. The Board of Managing Directors shall be obliged to call a general
meeting to be held within six weeks of receiving the proposing
transferor's notification. The convening notice shall state the content
of the notification.
4. If the general meeting grants the approval requested, the transfer must
take place within the following three months.
5. Approval shall be deemed given if:
a. the general meeting referred to in paragraph 3 has not been
held within the term set in that paragraph;
b. that general meeting has failed to decide on the request for
approval;
c. simultaneously with its refusal, the general meeting fails to
notify the proposing transferor of the name(s) of (an) other
party(ies) interested in purchasing for cash all shares to
which the request for approval relates.
If the situation under paragraph 5a. above occurs, approval shall be
deemed to have been given on the last date on which the shareholders'
meeting should have been held.
6. Unless the proposing transferor and the interested party(ies) specified
by the general meeting and accepted by the proposing transferor make
deviating arrangements regarding the price or the method of determining
the price, the purchase price of the shares shall be determined by an
independent expert to be
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appointed at the request of the party with the greatest interest by the
Chairman of the Chamber of Commerce and Industry of the district in
which the company's registered office is situated.
7. The proposing transferor shall remain entitled to withdraw his offer,
provided that he does so within one month of having been informed of
the name of the party to whom he may transfer all of the shares
specified in the request for approval and of the price offered for the
shares.
8. The costs incurred in determining the purchase price shall be borne:
a. by the proposing transferor if he withdraws his offer;
b. in equal parts by the proposing transferor and the buyers if
the shares are purchased by the interested parties, on the
understanding that every buyer shall contribute to the costs
in proportion to the number of shares he has bought;
c. by the company, in all cases not included under a. or b.
9. The company itself may propose to buy the shares as contemplated in
para. 5(c) only if the proposing transferor so consents.
Board of Managing Directors
Article 9
1. The company shall be run by a Board of Managing Directors consisting of
one or more Managing Directors.
2. The general meeting shall appoint the Managing Directors.
3. The general meeting shall at all times have the power to suspend or
dismiss the Managing Directors.
4. The general meeting shall determine the remuneration of each Managing
Director, as well as his other terms and conditions of employment.
Managerial duties. Decision-making. Division of duties
Article 10
1. Subject to the restrictions set forth in these Articles, the Board of
Managing Directors shall be in charge of running the company.
2. The general meeting may adopt rules and regulations governing the
decision-making process of the Board of Managing Directors.
3. The Board of Managing Directors shall make a division of duties and
report such division to the general meeting.
Representative authority
Article 11
1. The Board of Managing Directors shall represent the company. If the
Board of
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Managing Directors consists of more than one Managing Director the
authority to represent the company shall also be vested in two Managing
Directors acting jointly.
2. The Board of Managing Directors may appoint officers and grant them a
general or special power of attorney. Every attorney in fact shall
represent the company within the bounds of his authorisation. Their
title shall be determined by the Board of Managing Directors.
3. In the event that the company has a conflict of interest with a
managing director, in the sense that the managing director in private
enters into an agreement with, or is party in a legal proceeding
between him and the company, the company shall be represented by one of
the other managing directors. If there are no such other managing
directors, the general meeting shall appoint a person to that effect.
Such person may be the managing director in relation to whom the
conflict of interest exists.
In all other cases of a conflict of interest between the company and a
managing director, the company can also be represented by that managing
director. The general meeting shall at all times be authorized to
appoint one or more other persons to that effect.
Restrictions on the powers of the Board of Managing Directors
Article 12
1. The general meeting shall be authorised to make subject to its approval
Board of Managing Directors resolutions. Any such resolution shall be
clearly described and reported to the Board of Managing Directors in
writing.
2. The Board of Managing Directors must comply with any such instructions
outlining the company's general financial, social, economic or staffing
policy to be pursued by the Board of Managing Directors as may be given
by the general meeting.
3. The absence of approval as defined in this Article cannot be invoked by
or against any third party.
Absence. Inability to act
Article 13
If a Managing Director is absent or unable to act, the remaining Managing
Director(s) shall be temporarily charged with the management of the company. If
the sole Managing Director is or all Managing Directors are absent or unable to
act, a person appointed annually by the general meeting shall be temporarily
charged with the management of the company.
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Financial year. Annual accounts
Article 14
1. The company's financial year shall correspond with the calendar year.
2. Within five months of the end of the company's financial year, the
Board of Managing Directors shall draw up the annual accounts unless,
in special circumstances, an extension of this term by not more than
six months is approved by the general meeting.
3. The general meeting shall adopt the annual accounts.
Profits
Article 15
1. The profits shall be at the disposal of the general meeting.
2. Dividends may be paid only insofar as the company's equity exceeds the
paid-in and called-up capital plus the reserves to be kept by law.
3. The general meeting may, with due observance of para. 2, resolve to pay
interim dividends.
4. The general meeting may, with due observance of para. 2, resolve to pay
dividends out of a reserve which need not be kept by law.
General meeting of shareholders
Article 16
1 The general meeting of shareholders shall be held within six months of
the end of the company's financial year in order to discuss and adopt
the annual accounts.
2. Other general meetings of shareholders shall be held as often as either
the Board of Managing Directors or the shareholders representing not
less than one-tenth of the company's issued capital deem necessary.
3. General meetings of shareholders shall be called by either the Board of
Managing Directors or the shareholders representing one-tenth of the
company's issued capital, by sending letters to the addresses recorded
in the shareholders' register. Convocation shall take place not later
than on the fifteenth day prior to the day of the meeting.
4. Resolutions may be legally adopted on any item on the agenda provided
that they are adopted by a unanimous vote at a general meeting at which
the company's entire issued capital is represented, even if the
requirements for convening and conducting the meeting as prescribed by
the law or the company's Articles of Incorporation have not been
complied with.
5. General meetings shall be held in the municipality in which the
company's registered office is situated according to its Articles of
Incorporation.
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6. At every meeting, the shareholders shall appoint a chairman from their
midst.
7. Every share shall entitle its holder to cast one vote.
8. Resolutions shall be passed by an absolute majority of the votes cast,
unless the law prescribes a greater majority.
Resolutions passed outside a meeting
Article 17
Rather than at a general meeting, the shareholders may also pass resolutions in
writing, provided that they do so by a unanimous vote representing the company's
entire issued capital. In writing shall mean any message transmitted via
standard means of communication and received in written form.
Amendment to the Articles of Incorporation and dissolution
Article 18
If a motion to amend the Articles of incorporation or to dissolve the company is
submitted to the general meeting, the convening notice must state this fact.
If such notice concerns an amendment to the Articles of Incorporation a copy of
the motion containing a verbatim text of the proposed amendment must be
deposited at the company's office for inspection by the shareholders until the
meeting is adjourned.
Liquidation
Article 19
1. If the company is dissolved pursuant to a resolution of the general
meeting, it shall be liquidated by the Board of Managing Directors, if
and to the extent the general meeting does not resolve otherwise.
2. After the liquidation has been finished, the books and records of the
company shall remain in the custody during a ten year period of the
person designated for that purpose by the general meeting.
Final provisions
Finally, the deponent declared as follows:
a. Upon the company's incorporation, its issued capital amounts to twenty
thousand Euro (EUR 20,000.--), divided into twenty (20) shares,
numbered 1 up to and including 20.
The incorporator shall be allocated all twenty (20) shares.
The shares have been issued at par. The payment, which may be made in
foreign currency, must be made in cash.
The documents required under Article 203a, Book 2, Dutch Civil Code,
have been attached to this deed.
The company hereby accepts those payments for the shares issued upon
its
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incorporation.
b. The following person is hereby appointed as the company's first
Managing Director:
Mister Gerardus van Deventer, residing at 3136 SG Vlaardingen,
Eksteriaan 252, born in Schiedam on the sixteenth day of August
nineteenhundred and forty-nine, having the Dutch nationality
C. The company's first financial year shall end on the thirty-first day of
December two thousand.