Exhibit 24.b
Certificate of Counsel
The undersigned, John Davidson, as European Counsel of Crown Holdings Inc.,
hereby certifies that:
1. attached hereto is a true, correct and complete copy of the
resolutions duly adopted by the Board of Directors of the Companies (the
"Companies") listed in Annex B, authorizing the Companies to execute, deliver
and perform Powers of Attorney pursuant to the requirements of a Form S-4
Registration Statement filed by Crown Holdings, Inc. and executed by and on
behalf of the Companies;
2. the resolutions of the Board of Directors of the Companies referred
to in paragraph 1 above were duly adopted under the relevant laws and
regulations of the country of their domicile, and such resolutions have not been
amended, modified or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has, as European Counsel, hereunto
set his hand this 11th day of July, 2003.
By: /s/ John Davidson
----------------------------
John Davidson
European General Counsel
Crown Holdings, Inc.
Annex A
[English translation]
CROWN CORK COMPANY BELGIUM N.V.
Merksemsteenweg 148 - Belcrownlaan 2
2100 DEURNE - ANTWERPEN
1.1. Commercial Registry of Antwerp no 269.648
VAT Registration No 402.056.882
UNANIMOUS RESOLUTIONS OF THE BOARD
OF DIRECTORS
ADOPTED ON JULY 1, 2003
Acting pursuant to Article 21 of the By-Laws of the Company and given
the urgency of the matter, the Board of Directors of the Company has adopted the
following resolution by unanimous consent on July 1, 2003 :
The Board hereby confirms the authority of Mr. Xavier
Blanpain, in his capacity of Director and Chief Executive Officer of the
Company, and of Mr. Jan Adriaenssen, in his capacity of Director, Chief
Financial Officer and Comptroller of the Company, to execute a power of
attorney pursuant to which each of them appoints William T. Gallagher, John
W. Conway and Allan W. Rutherford as his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to execute and/or
file with the Securities and Exchange Commission any and all pre- or
post-effective amendments to such Registration Statement(s) with all
exhibits thereto, and other documents with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done.
An English translation of the present Resolution is attached hereto as
Attachment, it being understood that only the Dutch text has any authority.
IN WITNESS WHEREOF each of the Directors of the Company has executed the present
statement of Unanimous Resolution as of the 1st day of July 2003
/s/ A.W. Rutherford /s/ W.R. Apted /s/ X. Blanpain
- ------------------------- --------------------- --------------------
Mr. A.W. Rutherford Mr. W.R. Apted Mr. X. Blanpain
/s/ H. Lomax /s/ J. Adriaenssen
- ------------------------- ---------------------
Mr. H. Lomax Mr. J. Adriaenssen
Crown Obrist AG
Reinach / BL
Circular Board Resolution
The undersigned, being all members of the Board of Directors of Crown Obrist AG
(the Company), herewith unanimously adopt the following resolution:
The Company herewith appoints:
- - Ernst Hotan
- - Gallus Rohrer
- - Valerie Veziant
- - Richard Jauslin
- - William T. Gallagher
In their capacity as officers of the Company as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to do and perform any of the acts and things to be done and
performed by the Company in connection with the filing of a registration
statement on form S-4 in a form attached hereto, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as it might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Reinach 23 June 03
________________________________
Ort, Datum
/s/ Ernst Hotan /s/ Richard Jauslin
- -------------------------------- ------------------------------
Ernst Hotan, Chairman Richard Jauslin, Member
Crown Cork AG
Reinach / BL
Circular Board Resolution
The undersigned, being all members of the Board of Directors of Crown Cork AG
(the Company), herewith unanimously adopt the following resolution:
The Company herewith appoints:
- - Richard Jauslin
- - Monika Schraner
- - Valerie Veziant
- - William T. Gallagher
In their capacity as officers of the Company as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to do and perform any of the acts and things to be done and
performed by the Company in connection with the filing of a registration
statement on form S-4 in a form attached hereto, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as it might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Reinach 23 June 03
________________________________
Ort, Datum
/s/ Richard Jauslin /s/ Peter Geiger
- -------------------------------- --------------------------------
Richard Jauslin, Chairman Peter Geiger, Member
BMW-Vogel AG
Reinach / BL
Circular Board Resolution
The undersigned, being all members of the Board of Directors of BMW-Vogel AG
(the Company), herewith unanimously adopt the following resolution:
The Company herewith appoints:
- - Nick Mullen
- - Raymond Clerc
- - Ernst Hotan
- - Klaus Dannenberger
- - William T. Gallagher
In their capacity as officers of the Company as its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for it and in its name, place and stead, in any and all
capacities, to do and perform any of the acts and things to be done and
performed by the Company in connection with the filing of a registration
statement on form S-4 in a form attached hereto, granting unto said
attorney-in-fact and agent, and each of them, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as it might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Aesch 25.06.03
_____________________________
Ort, Datum
/s/ Nicholas Mullen /s/ Klaus Dannenberger
- ------------------------------ ----------------------------------
Nicholas Mullen, Chairman Klaus Dannenberger, Member
/s/ Ernst Hotan
- ------------------------------
Ernst Hotan, Member
BOARD MINUTES
CasrnaudMetalbox Engineering PLC (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Dockfield Road, Shipley, West Yorkshire, BD17 7AY, on 10 June 2003 at 10
a.m.
PRESENT: F.W. Jowitt (In the Chair)
J.Fox-Mills
1. IT WAS RESOLVED that F.W. Jowitt be appointed as Chairman for the purposes
of the Meeting. The Chairman noted that a quorum of the Board of Directors
was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that F.Jowitt, Keith Herron, and
P. Leeming, in their capacity as Officers of the Company be authorised to
execute a power of attorney, and that pursuant to such power of attorney,
William T. Gallagher, John W. Conway and Alan W. Rutherford be appointed as
an attorney (the Attorney) for the Company (the Principal) to do and
perform any of the acts and things to be done and performed by the
Principal in connection with the filing of a Registration Statement on Form
S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1 that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2 that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ F.W. Jowitt
- ------------------------------
Chairman
BOARD MINUTES
Specialty Packaging (UK) PLC (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Rock Valley, Mansfield, Notts, NG18 2EZ, on 10 June 2003 at 10 a.m.
PRESENT: Nick Mullen (In the Chair)
John Parker
1. IT WAS RESOLVED that Nick Mullen be appointed as Chairman for the purposes
of the Meeting. The Chairman noted that a quorum of the Board of Directors
was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that Nick Mullen, Keith Herron
and John Parker, in their capacity as Officers of the Company be authorised
to execute a power of attorney, and that pursuant to such power of
attorney, William T. Gallagher, John W. Conway and Alan W. Rutherford be
appointed as an attorney (the Attorney) for the Company (the Principal) to
do and perform any of the acts and things to be done and performed by the
Principal in connection with the filing of a Registration Statement on Form
S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1 that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2 that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ Nick Mullen
- --------------------------
Chairman
BOARD MINUTES
Crown UK Holdings Limited (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Downsview Road, Wantage, Oxon, OX12 9BP, on 9 June 2003 at 4 p.m.
PRESENT: John Davidson (In the Chair)
John Conway (In attendance by telephone)
1. IT WAS RESOLVED that John Davidson be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that Keith Herron in his
capacity as Officer of the Company be authorised to execute a power of
attorney, and that pursuant to such power of attorney, William T.
Gallagher, John W. Conway and Alan W. Rutherford be appointed as an
attorney (the Attorney) for the Company (the Principal) to do and perform
any of the acts and things to be done and performed by the Principal in
connection with the filing of a Registration Statement on Form S-4 in a
form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ John Davidson
- --------------------
Chairman
BOARD MINUTES
CarnaudMetalbox PLC (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Downsview Road, Wantage, Oxon, OX12 9BP, on 9 June 2003 at 3 p.m.
PRESENT: John Davidson (In the Chair)
Howard Lomax
1. IT WAS RESOLVED that John Davidson be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that John Davidson, Keith
Herron and Howard Lomax, in their capacity as Officers of the Company be
authorised to execute a power of attorney, and that pursuant to such power
of attorney, William T. Gallagher, John W. Conway and Alan W. Rutherford
be appointed as an attorney (the Attorney) for the Company (the Principal)
to do and perform any of the acts and things to be done and performed by
the Principal in connection with the filing of a Registration Statement on
Form S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ John Davidson
- --------------------
Chairman
BOARD MINUTES
CarnaudMetalbox Group UK Limited (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Downsview Road, Wantage, Oxon, OX12 9BP, on 9 June 2003 at 2 p.m.
PRESENT: John Davidson (In the Chair)
Peter Collier
1. IT WAS RESOLVED that John Davidson be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that Keith Herron and John
Conway, in their capacity as Officers of the Company be authorised to
execute a power of attorney, and that pursuant to such power of attorney,
William T. Gallagher, John W. Conway and Alan W. Rutherford be appointed
as an attorney (the Attorney) for the Company (the Principal) to do and
perform any of the acts and things to be done and performed by the
Principal in connection with the filing of a Registration Statement on
Form S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ John Davidson
- --------------------
Chairman
BOARD MINUTES
United Closures & Plastics PLC (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at 1 Steuart Road, Bridge of Allan, Stirling, FK9 4JG on 10 June 2003 at 10
a.m.
PRESENT: Chris Harrison (In the Chair)
F. Steve Edwards
1. IT WAS RESOLVED that Chris Harrison be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that F. Steve Edwards, Keith
Herron and Chris Harrison, in their capacity as Officers of the Company be
authorised to execute a power of attorney, and that pursuant to such power
of attorney, William T. Gallagher, John W. Conway and Alan W. Rutherford
be appointed as an attorney (the Attorney) for the Company (the Principal)
to do and perform any of the acts and things to be done and performed by
the Principal in connection with the filing of a Registration Statement on
Form S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ Chris Harrison
- ---------------------
Chairman
BOARD MINUTES
Massmould Holdings Limited (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Maulden Road, Flitwick, Beds, MK45 5BZ, on 10 June 2003 at 10 a.m.
PRESENT: Geoffrey Vaughan (In the Chair)
Neil Webb
1. IT WAS RESOLVED that Geoffrey Vaughan be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that Geoffrey Vaughn, Keith
Herron and Neil Webb, in their capacity as Officers of the Company be
authorised to execute a power of attorney, and that pursuant to such power
of attorney, William T. Gallagher, John W. Conway and Alan W. Rutherford
be appointed as an attorney (the Attorney) for the Company (the Principal)
to do and perform any of the acts and things to be done and performed by
the Principal in connection with the filing of a Registration Statement on
Form S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ Geoffrey Vaughan
- -----------------------
Chairman
BOARD MINUTES
The Crown Cork Company Limited (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Oddicroft Lane, Sutton-in-Ashfield, Nottinghamshire, NG17 5FS, on 10
June 2003 at 10 a.m.
PRESENT: David Pollen (In the Chair)
Judith White
1. IT WAS RESOLVED that David Pollen be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that Keith Herron, David
Pollen, and Judith White, in their capacity as Officers of the Company be
authorised to execute a power of attorney, and that pursuant to such power
of attorney, William T. Gallagher, John W. Conway and Alan W. Rutherford
be appointed as an attorney (the Attorney) for the Company (the Principal)
to do and perform any of the acts and things to be done and performed by
the Principal in connection with the filing of a Registration Statement on
Form S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ David Pollen
- -------------------
Chairman
BOARD MINUTES
CarnaudMetalbox Overseas Limited (the "Company")
MINUTES of a meeting of the board of directors of the Company duly convened and
held at Oddicroft Lane, Sutton-in-Ashfield, Nottinghamshire, NG17 5FS on 10 June
2003 at 11 a.m.
PRESENT: David Pollen (In the Chair)
Ralph Lambert (In attendance by telephone)
1. IT WAS RESOLVED that David Pollen be appointed as Chairman for the
purposes of the Meeting. The Chairman noted that a quorum of the Board of
Directors was present and that the meeting was duly convened.
2. THE CHAIRMAN REPORTED that it was proposed that Keith Herron, David
Pollen, and Ralph Lambert, in their capacity as Officers of the Company be
authorised to execute a power of attorney, and that pursuant to such power
of attorney, William T. Gallagher, John W. Conway and Alan W. Rutherford
be appointed as an attorney (the Attorney) for the Company (the Principal)
to do and perform any of the acts and things to be done and performed by
the Principal in connection with the filing of a Registration Statement on
Form S-4 in a form attached hereto.
3. The Directors then carefully considered the Power of Attorney produced to
the meeting and the attention of the directors was specifically drawn to
the following:
3.1. that the Principal will agree to ratify whatever the Attorney shall
lawfully do or cause to be done pursuant to the powers granted by the
appointment as Attorney and to indemnify and keep indemnified the Attorney
against all losses, liabilities, damages, costs, claims or expenses which
the Attorney may suffer as a result thereof; and
3.2. that the Power of Attorney will be irrevocable for a period of 6 months
from the date of the Power of Attorney.
4. After due and careful consideration and discussion IT WAS UNANIMOUSLY
RESOLVED that the Company execute and deliver the Power of Attorney.
5. There being no further business, the Chairman declared the meeting closed.
/s/ David Pollen
- -------------------
Chairman
Annex B
The Companies
Belgium
Crown Cork Company Belgium NV
Germany
CarnaudMetalbox Deutschland GmbH
Crown Bender GmbH
Zuchner Verpackungen GmbH
Zuchner Verschlusse GmbH
Zuchner & Gruss Metallverpackungen GmbH
CarnaudMetalbox Nahrungsmitteldosen
Zeller Plastik GmbH
Raku Rastatt GmbH
Zeller Engineering GmbH
Crown Cork & Seal Deutschland Holdings GmbH
Switzerland
Crown Cork AG
Crown Obrist AG
BMW Vogel
United Kingdom
Crown UK Holdings Limited
Crown Cork Company Limited
CarnaudMetalbox Overseas Limited
Crown Cork & Seal Finance PLC
CarnaudMetalbox PLC
United Closures and Plastics PLC
CarnaudMetalbox Engineering PLC
Massmould Holdings Limited
Speciality Packaging (UK) PLC
CarnaudMetalbox Group UK Limited