EXHIBIT 3.17
ENGLISH
FRANK M. SAMSON GERMAN
OFFICIAL SWORN TRANSLATOR FRENCH
Ayelas 451, Otie 95 PROTUGUESE
& Fax 595-21 449-589 ITALIAN
Asuncion - Paraguay TRANSLATION SPANISH
[NOTARY STAMP]
"PARFINA S.A."
NOTARIZATION OF A STATEMENT OF EXTRAORDINARY
MEETING OF THE SHAREHOLDERS
No. 473.- In the City of Asuncion, Capital of the Republic of Paraguay, this 4th
day of October, one thousand nine hundred ninety-five, before me, RAMON
ZUBIZARRETA-ZAPUTOVICH, a Notary Public, holder of the Taxpayer Card No. ZUZR
511960F, personally appear: Dr. JORGE JOSE ALVAREZ, an Argentine citizen,
married, holder of the D.N.I. No 5144.421, and Mr. CARLOS EDUARDO
BENITEZ-BALMELLI, a Paraguayan citizen, married, holder of the Identity Card No
445,975, both with domicile, for the purposes hereof, at 640 25 de Mayo St.
c/Antequera, Garantia Building, 7th fl., "A", in this city, of age, legally
competent, personally known to me, which I do hereby certify.- Messrs. Dr. JORGE
JOSE ALVAREZ and CARLOS BENITEZ-BALMELLI appear in the name and on behalf of the
company doing business in this city with the name "PARFINA SOCIEDAD ANONIMA",
holder of the Taxpayer Card No. PARA457210S, in their capacities of,
respectively, President and Vice-President, with sufficient powers for this type
of instrument, pursuant to Article 12 of the By-Laws. PARFINA S.A. was
originally established under the name of PARFINA SOCIEDAD ANONIMA PARAGUAYA
FINANCIERA, according to Notarial Statement No. 126, dated August 8, 1945,
executed before the Notary Public Benito Fernandez.- This Company's By-Laws were
approved, and its legal identity acknowledged, by the Decree No 9,961 of The
Executive, in August 1945, being recorded with the Public Register of Commerce
under No. 128, page 51 & following, on August 25, 1945.- After a number of
amendments, by Notarial Deed No. 79, dated July 29, 1994, executed before the
Notary Public Victor Hugo Santa Cruz Gonzalez, the term of the Company was
extended, and the recordal was made with the Public Register of Commerce under
No. 892, page 4749 & foll., Contracts Section, Series "D", on August 12, 1994.-
Lastly, by Notarial Deed dated September 12, 1994, executed before the same
Notary Public Victor Hugo Santa Cruz Gonzalez, the purpose of the Company was
changed, and the recordal thereof was made with the General Bureau of Public
Registries - Register of Legal Persons & Associations - pursuant to A.I.
(Intermediate Decision) No. 1160 of October 14, 1994, with recordal under No.
23, page 315 & foll., Series C, on October 14, 1994, and with the Public
Register of Commerce under No. 924, page
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7996 & foll., Contracts Section, Series "B", on October 19, 1994.- Duly
certified photocopies of the By-Laws and their amendments remained attached to
Notarial Deed No 584, executed before me, the undersigning Notary Public, on
page 1953 & foll., of this Notarial Register in my charge.- And the Appearers,
in the representation they are invoking, STATE: That they are requesting from
me, the Notary Public, the transcription, notarization and recordal of the
Minutes of the General Extraordinary Meeting of the Shareholders held on January
17 of the current year, at which it was resolved to repeal the current By-Laws,
for not being in conformity with the new business activity and the legal
requirements.- Consequently, the current By-Laws are repealed and the new
By-Laws are adopted in accordance with the articles thereof, set forth below.
Being lawful and in order such request. I am effecting said transcription as
follows:-
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MINUTES No. 62.- MINUTES OF THE EXTRAORDINARY MEETING OF THE SHAREHOLDERS DATED
JANUARY 17, 1995.- In Asuncion, Capital of the Republic of Paraguay, this 17th
day of January, 1995, at 1430 hours, there meet, at the registered offices of
PARFINA S.A., Messrs. Alberto Gustavo Deyros, representative of the companies
Bayham Investments S.A. and Draco Investments S.A., both shareholders of the
Company, as shown by the powers of attorney produced, visaed by the proper
authorities of the Ministry of Foreign Affairs, Mrs. Maria Liz Ortiz de Barreto,
Mr. Gerard R. Benitez Gowan, on behalf of the Division of Registration and
Supervision of Companies, Finance Ministry, and Mrs. Lic. Antolina de Casaccia,
Legal Counselor of the Company.- Mrs, Casaccia states that compliance has been
given to the provisions of the By-Laws, since the call was made in the newspaper
"Informaciones" in due time and manner. Mr. Gustavo Deyros, being present 100%
of the Company's capital stock, takes the chair and Lic. Casaccia the duties of
Recording Secretary. Following items of the Agenda are put to debate: (1)
Increase of Capital:- Mr. Alberto G. Deyros states that, in compliance with the
Minutes of the Board No. 383 of October 15, 1994, he is submitting a request for
increase of the Company's capital stock, to Gs 900,000,000 (Nine hundred million
Guaranis). The motion is carried.- The 2nd item on the Agenda is now put to
debate: Amendment of the By-Laws. Mr. Deyros states that the By-Laws, as being
force to-date, are not adequate anymore for the new business activity and legal
requirements. It is
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resolved, therefore, to repeal said By-Laws in all their articles, and the
Secretary reads aloud the new proposal, which we are transcribing in full, and
is approved as written verbatim, to-wit:-
[NOTARY STAMP]
"PARFINA S.A." - BY-LAWS
TITLE I - Name, Purpose, Registered Offices and Term
Article 1. Under the name of "PARFINA S.A." there is hereby established a Stock
Company with registered offices in the City of Asuncion, Capital of the Republic
of Paraguay. The Company may establish branches, agencies and representative
offices, both within the Republic of Paraguay and abroad, with or without a
certain capital, according to the Board of Director's decision.
Article 2. The term of the Company shall be seventy-five years from August 22,
1945, date of approval by the Central Government of Paraguay.
Article 3. The purpose of the Company is to perform, for its own account or for
the account of third parties, or associated to third parties, at any location in
the Republic or in foreign countries, following business: (a) To effect, within
and without the country, transportation services of scheduled and/or
non-scheduled waterborne nature, i.e. by sea, river and/or lake, of persons and
cargo, mail, and to perform maritime work and/or services in general; (b) To
conduct the management and/or operation of vessels owned by the Company or third
parties, as well as to hold the representation of other shipowners and/or
proprietors; (c) To enter into freight agreements; (d) To enter into ship
operation agreements with other natural and/or legal persons, for purposes of
care and exploitation of carriage services; (e) To act as Ship Agents and to
represent vessels owned by the Company and/or third parties; (f) To perform any
kind of import and export operations of goods and services; (g) To give personal
guaranties and liens for third-party liabilities; (h) To render personnel
training services related to waterborne navigation; (i) To perform
transportation, or transshipment, lightering or supplementation of cargo
operations; (j) To conduct loading, discharge and stowing operations; (k) To
conduct towing operations; (l) To act as steamship and/or freight brokers; (m)
To build and/or repair vessels and/or naval artifacts; (n) To exploit public and
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private concession of any type; (h) To represent third parties in either of the
manners in use in the maritime industry; (o) To intervene in any matters related
to the establishment, exploitation, management and distribution of new lines
which may arise in accordance with the policies adopted by the proper
authorities; (p) The Company may, for the purposes mentioned hereinabove and
generally, for any activity in connection with the Company's goals, become
a shipowner, proprietor, deliver and take vessels as leasee or lessor, time
charter, voyage charter, bareboat charter or under any other agreement
concerning the use of vessels; (q) Purchase, sale, building, management and
exploitation of urban and/or rural real estate, including all transactions
provided for under any laws and regulations concerning horizontal property; (r)
To perform any kind of mandates, representations, agencies, commissions,
consignations, business brokerage and management of property, capital and
companies in general; (s) To conduct any similar, subsidiary, supplementary or
required transaction or activity in connection with its main purpose,- The
Company has, for such goal, full legal capacity for acquiring rights, incurring
liabilities and exercising all those acts that are not forbidden by the laws or
by these By-Laws.
TITLE II - Capital Stock
Article 4. The Company's Capital Stock is hereby established in Gs, 900,000,000
(Nine hundred Million Guaranis), divided in ninety (90) shares of Gs 10,000,000
(Ten million Guaranis) each.
Article 5. The first series of Capital Stock is established in ten shares for an
aggregate value of Gs 100,000,000 (Hundred Million Guaranis). Until the time the
Capital Stock is completed by the increases that may be authorized by the Board
of Directors - in accordance with Article 4 above or the resolutions adopted by
the General Meeting of the Shareholders - shares may be issued in the numbers
and at the times that shall be determined by the Board of Directors, which shall
establish the amount of each series to be issued, type of issue, term and manner
of payment. Any stock certificates shall represent one or more shares, as may be
determined by the Board of Directors. Any shareholders shall have preferred
rights for subscribing to shares to be issued, on a pro-rata basis with their
holdings. Excepted from such preferred rights shall be the subscription to
shares, the issue of
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which may he affected by a resolution of the General Meeting of the Shareholders
or the Board of Directors to a special purpose, including those in relation with
the full or part amount of the price of goods, services, acts, loans,
borrowings, or any other obligations or liabilities. The preferred right of
shareholders shall, for subscribing to new shares, be exercised within the term
to be established, in each specific case, by the Board of Directors, which may
not be less than fifteen days from the publication of the respective
announcement. Once said term has expired, without any shareholder having
exercised this option, such shareholder shall forfeit his/her right and the
Board of Directors shall be free for allocating the shares on a direct basis.
The General Meeting of Shareholders or the Board of Directors may order the
full or part capitalization of free reserves and reappraisals, issuing, for such
purpose, released shares. The General Meeting of the Shareholders or the Board
of Directors may order the full or part capitalization of services, acts, loans,
borrowings or other obligations or liabilities, issuing, for such purpose,
released shares, provided that the aggregate value of any shares to be issued be
- - in the General Meeting of the Shareholders or the Board of Director's opinion
- - equivalent to the value of the services, acts, loans, borrowings or other
obligations and liabilities to be capitalized.-
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Article 6. Any shares shall be registered, and the respective certificates shall
be delivered to the subscribers once they have paid up in full the amount
thereof. Meanwhile, they shall be given provisional registered certificates,
endorsing thereon the payments effected: said certificates may only be conveyed
after approval from the Board of Directors. Any shares are individual, and
whenever more than one person are owners of any share, the Company shall not
acknowledge such persons as owners, unless they elect, from among them, a single
individual who will represent said owners in the exercise of their rights, and
service of notice to the Company of such appointment. The subscription to, or
ownership of, any shares, implies the acknowledgment and acceptance of these By
- -Laws.-
Article 7. Any stock certificates and provisional certificates shall be signed
by the President and two Directors of the Company. The President's signature may
be handwritten or in facsimile and,
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in this latter case, the signature shall be directly printed or affixed by a
stamp. The signature of the two Directors shall be handwritten.
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Article 6. The Company shall be managed by a Board of Directors composed by
three regular members, as a minimum, and seven as a maximum, as shall be
determined by the General Meeting of the Shareholders, and elected by this
Meeting for a term of two years. All Directors may be reelected and shall hold
their office until new ones have been elected. The members of the Board of
Directors may hold in the Company any paid position or employment, without
prejudice of the performance of their duties, or may perform special tasks for
the Company, after authorization and resolution of the Board of Directors in
each specific case. The Board of Directors shall, at its first meeting after
each Annual Ordinary Meeting of the Shareholders, appoint from among its members
a President, being also entitled to appoint a Vice-President and a Secretary. To
become a member of the Board it shall not be required to be a shareholder.
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Article 9. The Board of Directors shall meet by call from the President, at the
location the President may establish in each case, or whenever it is requested
by two or more Directors. There will be a quorum with the presence of more than
half of the total number of members of the Board, and any resolutions shall be
adopted by a majority of votes present thereat. A statement of any debates and
resolutions shall be transcribed in minutes in a special books, with the
signature of the President and a Director. Any resolution signed by the majority
of the Directors in incumbency and duly transcribed in the Book of Minutes,
shall be as valid and binding as though said resolution had been adopted at a
meeting of the Board of Directors, especially called for such purpose.
Article 10. The powers of the Board of Directors, besides of those mentioned in
these By-Laws, are: (a) To hold the legal representations of the Company
through the President or his substitute; the signature of said substitute shall
be countersigned by a further Director or by an attorney-in-fact; (b) To manage
the Company's business with, ample powers; to acquire, alienate and manage real
estate, concessions, manufacturing plants, certific-
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ates and securities, trademarks, domestic and foreign invention patents,
exploitation rights, chattels or of any other nature whatsoever, either cash or
at term, with or without guaranty; to collect and receive any amount owed to
the Company; to effect payments, even the ordinary administrative ones; to make
novations, remissions and rebates; to compromise, submit cases to arbitration,
accept court jurisdiction, waive the right to appeal or acquired time bars; to
borrow or give loans, to conduct any kind of transactions with banks; to
draw, accept, endorse and guarantee bills of exchange, payment orders or
promissory notes; to draw checks against deposits or to overdraw, to open
checking accounts with or without funding; to apply for credits or mortgages
from "Banco del Paraguay" or any other domestic or foreign, state-owned, mixed
or private credit establishment, either existing or to be established hereafter,
expressly accepting any charters or internal regulations governing said
establishments; to give or take letters of credit, to lease, as lessee or
lessor, real estate, personal property or self-moving property, for terms
exceeding even six years; to deliver or receive goods for storage or
consignation; to accept and establish chattel mortgages, mortgages and any other
liens, and to accept or give real estate in mortgage or antichrese; to give
bonds and guaranties; to grant general or special powers of attorney; to
accept any kind of mandate and to hold representations of third parties in a
capacity of attorney in fact or trustee; to form companies; to acquire an
interest in companies of any kind and to negotiate therewith in any manner
appropriate for the Company's interests; to appoint, suspend and dismiss
employees; to establish any rules and regulations that may be required for the
best conduction of the Company's business; and, generally, to agree upon, enter
into, perform and effect, for the account of the Company or third parties, all
acts and transactions of commercial, industrial and financial nature it may deem
necessary or appropriate for the goals of the Company, even those for which a
special power of attorney is required pursuant to Article 884 of the Civil
Code; (c) To call all Annual and Extraordinary General Meetings of the
Shareholders, establishing the items of the Agenda thereof, to submit each, year
- - within the four months after December 31, date of closing of the fiscal year -
the Report of the Board, the balance sheet for the completed fiscal year, and
the proposal to the Meeting
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of the distribution of profits; (d) To solve any cases not provided for in the
By-Laws, rendering account thereof at the first Meeting of the Shareholders held
thereafter; (e) The Board of Directors may transfer the part of its activities
it may deem appropriate to a Committee formed among its members, whose powers,
duties and remuneration (to be entered in Overhead) shall be established in an
Internal Regulation approved by the Board and subsequently notarized.-
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Article 11. The Annual Ordinary General Meeting of the Shareholders shall
appoint, each year, a Regular Controller and an Alternate Controller, who may be
reelected, with the powers provided for under Article 1124 of the Civil Code.
Their remuneration shall be established each year by the Meeting of the
Shareholders.-
Article 12. The Board of Directors is empowered to issue, within or without the
Republic of Paraguay, bonds, debentures or other credit instruments, either in
bearer or registered form, in conformity with the laws in force, determining
amount of the issue, currency, price, terms of payment, interest, amortization
and other conditions it may deem appropriate. Any certificates shall be signed
by the President and two Directors, in the same manner as established in Article
7 above with respect to shares. The call to, and powers of, meetings of holders
of bonds and other securities shall be governed by the provisions of these
By-Laws, applicable thereto, and those of the Civil Code concerning Meetings of
the Shareholders. The quorum shall be established, proportionally to the
principal of the bonds, debentures and other credit instruments
outstanding. In the event of intervention of a trustee, the General Meeting of
the Shareholders, the Board of Directors and the Controller shall keep
performing the remaining duties of their legal competence.
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Article 13. The Ordinary Meeting of the Shareholders shall be annual; it shall
be called by the Board of Directors and, in failure thereof, by the Controller.
Any Extraordinary Meetings of the Shareholders shall be called by the Board of
Directors, or the Controller, whenever it is deemed appropriate or necessary, or
whenever it is requested by Shareholders representing, at least, five percent of
the capital stock. The request shall mention the items to be discussed. The
Board of Directors or the
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Controller, as the case may be, shall call any Extraordinary Meetings of the
Shareholders whenever they deem it necessary, or when it is requested by
shareholders representing, at least, five percent of the capital stock. This
request shall mention the items to be discussed. The Board of Directors or the
Controller shall call such Meeting, to be held within thirty days after
receiving" the request therefor.-
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Article 14. Any Meeting of the Shareholders shall be called by announcements
published in a newspaper for five days, at least 10 days in advance and not more
than 30, The call shall mention the type of Meeting, date, time and place,
agenda and the special data required by the By-Laws for attendance of the
shareholders. If any Meeting should not be held at first call, it may be held at
second call, one hour after the time established for the first.
Article 15. It shall pertain to the Annual Meeting of the Shareholders to
discuss and resolve following matters: (a) The Annual Report of the Board, the
Balance Sheet, the Statement of Profit and Loss, the distribution of profits,
the Controller's Opinion, and any other measure related to the business of the
Company, falling under the competence of the Meeting, as provided for in the
laws and in these By-Laws, or those submitted for decision by the Board or the
Controllers; (b) The appointment of Directors and Controllers, and fixing of
their fees; (c) The liability of Directors and Controllers and their removal;
and (d) The issue of shares.- The Meeting of the Shareholders shall, for
discussing items "a" and "b" above, be called within four months of closing of
the fiscal year.-
Article 16. It shall pertain to the Extraordinary Meeting of the Shareholders to
discuss any matters which are not the competence of the Annual Meeting, the
amendment of By-Laws, and, in particular: (a) increase, lowering and repayment
of capital; (b) redemption, reimbursement and amortization of shares; (c)
merger, conversion and dissolution of the Company; appointment, removal and fees
of the liquidators, discussion of the accounts and any other subjects related to
the liquidators' performance; (d) issue of debentures and conversion into
shares, and (e) issue of bonds. -
Article 17. To hold convened the Meeting of the Annual Meeting
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of the Shareholders at first call, the presence of shareholders representing a
majority of the shares entitled to vote shall be required. The Meeting shall, at
second call, be convened with the presence of whichever the capital represented
thereat. All resolutions shall, in both cases, be adopted by the absolute
majority of votes present at the Meeting.
Article 18. Extraordinary Meetings of the Shareholders shall meet, both at first
and second call, and convene, with the presence of shareholders representing,
at least, sixty percent of all shares entitled to vote.
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Article 19. Where transformation, merger or early dissolution of the Company,
transfer of the registered offices to a foreign country, essential change of
purpose, or full or part repayment of the capital is involved, any resolutions
shall, both at first and second call, be adopted by the affirmative vote of a
majority of shares entitled to vote, without applying plurality of votes.
Article 20. Each share gives the right to one vote; the right of attending
meetings may be exercised by any shareholder, personally or through a third
party who is not a member of the Board of Directors, a Controller, a Manager, or
any other employee of the Company, by means of a power of attorney or proxy
issued in his/her favor, with the signature authenticated by, or registered
with, the Company.
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Article 21. All shareholders shall, for attending Meetings, deposit their shares
or a bank custody certificate issued for such Purpose, with the Company, not
less than three days prior to the date of the Meeting. Any deposit certificates
shall specify the type of shares, their numbering and that of the certificates
proper.
Article 22. The Chairman of the Board of Directors is the President of the
Company and, as such, shall chair all Meetings. In failure thereof, or in the
case of his absence, the Meetings shall be chaired by the Director appointed by
the Meeting, and in case no Director is present, by an attending shareholder,
elected by majority of votes.
Article 23. All Meetings of the Shareholders shall adopt their resolutions by a
majority of votes present thereat, save in the
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cases provided for hereunder. All castings of votes shall be by ay or nay, and
any resolutions shall be stated in a Book of Minutes to be signed by the
President, the shareholders appointed by the Meeting, and the Secretary.-
Article 24. Any balance sheets shall be prepared upon closure of the fiscal
year, as of December 31 of each year. The Board of Directors shall submit such
balance sheets to the Annual Meeting of the Shareholders, together with a Report
on the business transacted.
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Article 25. Any net profits resulting from each annual balance sheet, after
deduction of 5% (five percent) for the Legal Reserve Fund, until achieving this
Fund 20% of the subscribed-to capital stock, shall be distributed in the manner
resolved by the General Meeting of the Shareholders, which may also cause the
establishment of any other back-up or reserve fund, whenever this is deemed
appropriate, and may further, upon deciding the distribution of dividends,
determine that this be in cash and/or in stock of the Company, and/or in stock
of any other companies that may be in the Company's portfolio. Any dividends not
collected after 3 years shall be forfeited in favor of the Company. The General
Meeting of the Shareholders may determine the destination to be given to any
reserve fund for amortization and/or reserves, provided this will not affect the
Legal Reserve Fund. It may also resolve the distribution thereof among all
subscribed-to shares, pro-rata of all payments effected. The Meeting of the
Shareholders may further resolve the transfer of these funds to the Capital
account. In full or in part, issuing, for such purpose, shares that will be
delivered, on a pro-rata basis, to the shareholders.
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Article 26. The liquidation of the Company, for any reason whatsoever, shall be
made by the Board of Directors under the Controller's supervision, settling
first all corporate liabilities, and the remainder shall be distributed among
all subscribed-to shares, proportionally to the face value paid up, including
any released shares. The liquidating Board of Directors shall be paid the fees
determined by the Meeting of the Shareholders upon deciding the Liquidation.
Article 27. For all cases not provided for in these By-Laws the provisions of
the Civil Code shall govern.
FRANK M. SAMSON ENGLISH
OFFICIAL SWORN TRANSLATOR GERMAN
AYELAS 451 OTIE 95 FRENCH
&FAX 595-21 449-589 PORTUGUESE
Asuncion-Paraguay TRANSLATION ITALIAN
SPANISH
SOCIETY OF NOTARIES PUBLIC OF PARAGUAY
Resolution 106/90
Supreme Court of Justice
SECURITY SHEET
NOTARIAL ACT
Series B-95 N: 373902
[NOTARY STAMP]
TRULY CONSISTENT with the original Statement N: 473 page 1508 & foll. of the
Book of the Civil Division, Sec. "B" of the Notarial Registry N: 37, located in
the District of Asuncion, and prepared by the Notary Public Ramon. Zubizarreta
Z. in his/her capacity of Notary Public of said Notarial Registry. I am
issuing this first certified copy for PARFINA S.A., this first day of
November, 1996. -
(SGD): RAMON ZUBIZARRETA Z.
NOTARY PUBLIC
(TRANSLATOR'S NOTE: THERE IS A STAMP ATTESTING TO RECORDAL WITH THE REGISTER OF
LEGAL PERSONS & ASSOCIATIONS UNDER N: 776, AND A FURTHER STAMP SHOWING RECORDAL
WITH THE PUBLIC REGISTER OF COMMERCE UNDER N: 15, DATED JAN. 9, 1996.)
[NOTARY STAMP]
I, the undersigned, DO HEREBY CERTIFY, that the foregoing is a true and
accurate English translation of the document in Spanish, attached hereto.- IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my seal, in the City of
Asuncion, Capital of Paraguay, this 1st day of August, A.D. 1999.-
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Article 28. Mr. Carlos Benitez-Balmelli is hereby specially empowered to appear
before the country's court and administrative authorities for requesting the
approval and recordal of the present By-Laws with the proper public registries.
He shall further be empowered to insert any changes recommended by said
authorities.
Article 29. The first Board of Directors, the Regular and the Alternate
Controller shall be elected by the shareholders in an Annual General Meeting of
the Shareholders, at the first Meeting to be held after approval of the By-Laws,
to be renewed, on a part basis, upon closing of the first fiscal year. For such
purpose, at the first Meeting half of the members shall be appointed by drawing
of lots. They shall hold office for only one year.
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Thereupon, the 3rd item of the Agenda is discussed, namely the appointment
of two shareholders for approving and signing the Minutes of the Meeting. Upon
suggestion of the Inspectors, Mr. Alberto G. Deyros is appointed for each
representation where he affixes his signature. There being no further item to
discuss, the Meeting is adjourned. There are illegible signatures. - The copy is
true, which I do hereby certify.
Thus, the transcription and notarization is made as requested, with the
amendments of the By-Laws of PARFINA S.A., for all legal purposes.- I stated the
duty of recordal.- In witness where- of, after reading and ratifying, the
appearers execute and affix their signatures. I have personally received front
them the statement of will, all of which, and the contents of this deed I do
hereby certify.- JORGE JOSE ALVAREZ.- CARLOS BENITEZ BALMELLI.- Before me: RAMON
ZUBIZARRETA Z.- There is my seal.
[NOTARY STAMP]
(Notarial seal)
LA SECRETARIA GENERAL DE LA CORTE SUPREMA
DE JUSTICIA, DA FE QUE LA FIRMA QUE ANTECEDE
OBRANTE EN PAPEL SIMPLE CON ESTAMPILLA
COMERCIAL N:__________________ Y TASA JUDICIAL
N:35955 ES AUTENTICA Y PERTENECE A
FRANK M.SAMSON [NOTARY STAMP]
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