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In the year two thousand and fourteen, on the tenth day of July. Bambino Netris B. Aismare Lux Holdings S. The said proxies, initialled ne varietur by the proxyholder of the appearing parties and the notary will remain annexed. The parties 1. The Existing Shareholders representing the entire share capital and having waived any notice requirement, the general. Decision to create two 2 classes of shares in the share capital of the Company, so that the Company will hence. Acceptance of i Netris B.
Subsequent amendment of article five point one 5. Share Capital. The rights and obligations attached to the shares shall be identical except to the extent otherwise provided by these. Full restatement of the articles of association of the Company so that they shall henceforth read as follows:. Registered Office. The respective Investor shall inform the Company by binding declaration within three 3 weeks whether it intends to exercise its right pursuant to the foregoing sentence of this.
Article 5. Decisions as to the use of any such distributable reserves are to be taken by the shareholder s or the manager s as the case may be, subject to the Law and these articles of association. Register of Shares - Transfer of Shares. This register shall contain all the information required by the Law. Certificates of such registration may be issued upon request and at the expense of the relevant shareholder.
In case a share is owned by several persons, they shall. The Company has the right to suspend the exercise of all rights attached to that share until such representative has been appointed. To the extent that such approval has been granted, an additional consent to the transfer of shares is not required:. Such approval is, however, not required in case the shares are transferred either to parents, descendants or the surviving spouse or any other legal heir of the deceased shareholder. Liquidation and Sale Preferences.
Article 8. If the Exit Proceeds do not suffice for the payments to be made on the First Preferred Level, the Exit Proceeds shall be allocated to each holder of Series A Shares pro rata to the amounts that would have been allocated to that holder on the First Preferred Level if the Exit Proceeds had been sufficient.
Any amounts received by any shareholder on the First Preferred Level shall reduce the amount to be allocated to such shareholder on the Common Level; provided that no shareholder shall be obliged to repay any amount received on the First Preferred Level. Any Exit Proceeds remaining unallocated after allocation under this Article 8.
If shares in the Company are sold in more than one transaction, no shareholder shall receive less proceeds than it would have received if the shares in the Company were sold in one transaction. Redemption of Shares. The voting rights of any of its shares held by the Company are suspended,. Upon receipt by such shareholder of the declaration of redemption sent by the board of managers, the shares shall. The present articles together with the declaration of redemption constitute together a valid instrument in writing for the purposes of article of the Law and the Company hereby acknowledges and accepts the transfer of the shares in such case and undertakes to register the transfer in its share register and to proceed with the relevant filings required by law.
The redemption declaration takes effect upon receipt of the. Compensation for Redemption. The effective. The decision of the expert arbitrator shall be binding. The costs of the expert opinion shall be borne by the Company and the requesting shareholder in equal parts, the part allocated to such shareholder shall.
The shareholder shall bear the remaining costs in case the compensation for redemption does not cover the costs allocated to the shareholder for the expert opinion. Request of Assignment in lieu of Redemption. Collective Decisions of the Shareholders. In such case, each shareholder shall receive the text of the resolutions or decisions to be taken expressly worded and shall cast his vote in writing. Unless mandatory law prescribes another form, they can.
If no dissent is declared within the two 2 weeks pursuant to the foregoing sentence, the votes of the shareholders which are not participating in the voting shall be deemed to be abstention from voting. Written resolutions must be signed by each shareholder and the written record must be sent to each shareholder without undue delay. Resolutions not passed in writing must be confirmed in writing. Such confirmation only has decla- ratory significance. The written record must be sent to each shareholder in writing without undue delay.
General Meetings of Shareholders. The period of notice begins to run on the day following postage. Each shareholder must be sent a copy of the written record. Quorum and Vote. Change of Nationality. The shareholders may change the nationality of the Company only by unanimous. Amendments of Articles of Association. Any amendment of these articles of association requires the approval. Whenever the capital of the Company is divided into different classes of shares, the specific rights and obligations.
If the Company has several managers, the managers. Election, Removal and Term of Office of Managers. Any such classification of managers shall be duly recorded in the minutes of the relevant shareholders resolutions and the managers be identified with respect to the class they belong.
Vacancy in the Office of a Manager. Convening Meetings of the Board of Managers. The meetings of the board of managers shall be held. Such notice may be omitted in case of assent of each manager in writing, by facsimile, electronic mail or any other similar means of communication, a copy of such document being sufficient proof thereof. No prior notice shall be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of managers which has been communicated to all managers.
It may also choose a secretary, who does not. In his absence, the board of managers may. A manager may represent one or more but not all of the other managers. The participation in a meeting by these means is equivalent to a participation in person at such meeting and the meeting is deemed to be held at the registered office of the Company. The chairman,. In the event, however, the general meeting of shareholders has appointed different classes of managers namely class A managers and class B managers any resolutions of the board of managers may only be validly taken if approved by the majority of managers including at least one class A and one class B manager which may be represented.
Each manager may express his consent separately, the entirety of the consents evidencing the adoption of the resolutions. The date of such resolutions shall be the date of the last signature. No consent is required if such legal transactions and measures have been precisely defined and have in advance been approved by an adopted budget with the consent of the Simple Majority:. As such. The consent requirement pursuant to this Article The Simple Majority may give its consent also in advance for certain groups and kinds of transactions and measures.
In the event the general meeting of shareholders has appointed different classes of managers namely class A managers and class B managers , such minutes shall be signed by one 1 class A manager and one 1 class B manager including by way of representation. Copies or excerpts of such minutes, which may be produced in judicial proceedings or otherwise, shall be signed by the chairman, if any, or by any two 2 managers.
In the event the general meeting of shareholders has appointed different classes of managers namely class A managers and class B managers , such copies or excerpts shall be signed by one 1 class A manager and one 1 class B manager including by way of representation. Copies or. Dealing with Third Parties.
The Company shall be bound towards third parties in all circumstances i by the. Advisory Board. It shall consist of four 4 voting members. A Rocket Member shall be the chairman of the. The rules of procedure of the advisory board may provide for further provisions in particular on the self-organization of the advisory board. The advisory board shall adopt resolutions with the simple majority of votes cast.
The advisory board shall hold meetings on a regular basis, at least once every calendar quarter. Auditor s. The general meeting of shareholders shall appoint the internal auditor s and shall determine their term of office.
Financial year - Annual accounts - Allocation of profits - Interim dividends. Financial Year. The financial year of the Company shall begin on the first of January of each year and shall end. Annual Accounts and Allocation of Profits. The amount to be distributed shall be allocated where applicable and may not exceed realized profits since the end of the last financial year, increased by profits carried forward and distributable reserves, but decreased by losses carried forward and sums to be allocated to a reserve which the Law or these articles of association do not allow to be distributed.
In the event of dissolution of the Company in accordance with Article 3. Unless other- wise provided, the liquidators shall have the most extensive powers for the realization of the assets and payment of the liabilities of the Company. Governing Law. Having duly considered each item of the agenda, the general meeting of shareholders unanimously takes the following.
The general meeting of shareholders decides to create two 2 classes of shares in the share capital of the Company,. The general meeting of shareholders accepts i Netris B. The general meeting of shareholders resolves to increase the share capital of the Company by an amount of one.
The one thousand seven hundred nine 1, Series A Shares have been duly subscribed as follows: - Four hundred seventeen Series A Shares have been subscribed by Eiffel, aforementioned, here represented as. The amount of one thousand seven hundred and nine euro EUR 1, is as now available to the Company as has. The contribution in the amount of one thousand seven hundred nine euro EUR 1, is entirely allocated to the.
The general meeting of shareholders resolves the amendment of article five point one 5. Inter alia as a result of the foregoing, the general meeting of shareholders unanimously resolves to fully restate the. There being no further business, the meeting is closed. The expenses, costs, remunerations or charges in any form whatsoever which shall be borne by the Company are. Whereof the present notarial deed was drawn up in Luxembourg, on the day specified at the beginning of this docu-.
The undersigned notary who understands and speaks English, states herewith that on request of the appearing parties,. The document having been read to the proxyholder of the appearing parties, known to the notary by name, first name.
Im Jahre zweitausendvierzehn, am zehnten Juli. Inhaber von zehntausend Juli , ausgestellt in Berlin, Deutschland;. Juli , ausgestellt in Schiphol, Niederlande;. Die Satzung der Gesellschaft wurde zuletzt am Aufnahme von i Netris B. Euro EUR Die mit den Anteilen verbundenen Rechte und Pflichten sind identisch, es sei denn, es wird in dieser Satzung oder.
Zweck der Gesellschaft. Sofern ein Anteil von mehreren Personen gehalten. Vorkaufsrechte, Bezugsrechte oder Mitverkaufsrechte- oder Pflichten zugunsten anderer Gesellschafter. Die Stimmrechte der von der Gesellschaft gehaltenen.
Anteile werden so lange ausgesetzt, wie die Anteile von der Gesellschaft gehalten werden. Die Entscheidung des Schiedsgutachters ist bindend. Gemeinsame Entscheidungen der Gesellschafter. Sofern nicht zwingende gesetzliche Vorschriften eine. Jedem Gesellschafter ist eine Kopie der Niederschrift zuzusenden.
Quorum und Abstimmung. Mehrheit der Gesellschafter, ii die gleichzeitig eine Qualifizierte Mehrheit darstellen. Falls die Gesellschaft mehrere Ge-. Die Sitzungen des. Der Rat der Ge-. Das Datum der letzten Unterschrift gilt als das Datum eines derart gefassten Be- schlusses. Dieser besteht aus vier 4 stimmberechtigten Mitgliedern.
Die Gesellschafter-. Mitglieds durch schriftliche Mitteilung an die Gesellschaft wie folgt ernannt, abberufen oder ersetzt:. Ein Rocket-Mitglied ist der Vorsit-. Gesellschafterversammlung abberufen werden. Jahresabschluss und Gewinne. Abschlagsdividenden - Agio und andere Kapitalreserven. Schlussbestimmungen - Anwendbares Recht. Anwendbares Recht. Die Gesellschafterversammlung nimmt i Netris B.
Die eintausendsiebenhundertneun 1. Die von Eiffel, Aismare und ES, vorbenannt, gezeichneten eintausendsiebenhundertneun 1. Gezeichnet: A. Rapport du Conseil d'Administration et son approbation. Lecture du rapport du Commissaire aux comptes. Unitholders are convened to an Extraordinary General Meeting to be held October 8, at Costs resulting from this transformation will be incurred by the Fund.
Items on the agenda of the extraordinary general meeting require no quorum; the resolution shall be validly adopted. A Unit, regardless of denomination, is entitled to one vote. Any Unitholder wishing to be present or represented at the Extraordinary General Meeting must notify Cigogne.
Any Unitholder holding bearer shares, must also file its shares before October 6, at the registered office of. Cigogne Management S. Luxembourg, boulevard du Prince Henri 9, L The draft text of the Articles of Incorporation is available without charge at the registered office of Cigogne Manage-. Unitholders are informed that proxies are available at the registered office of Cigogne Management S. Subject to the transformation approval by the Extraordinary General Meeting of Unitholders, and except where the.
The provisions relating to contracts signed by the Fund respectively by the Management Company are updated. Removal of the following compartments After an inactive period exceeding eighteen months, the following compartments are to be removed from the pros-. Regarding the amendments, the shareholders are cautioned to carefully read the entire Prospectus. These modifications will come into effect on October 8, The full Prospectus and the Articles of Incorporation dated October 8, will be available free of charge upon.
Shareholders who would not agree with these changes have the opportunity to request redemption of their shares. Auszug aus der Ordentlichen Gesellschafterversammlung vom Juli Luxembourg time on 9th October for the purpose of considering and voting upon the following matters:. Approval of the Reports of the Directors and of the Independent Auditor on the annual accounts for the year. Approval of the audited annual accounts at 30 June Allocation of net results.
Distribution of dividends if any as recommended by the Directors. Discharge of liabilities to the Directors for the exercise of their mandate. Wolter and Les Aitkenhead as Directors. Notes: All shareholders are entitled to attend or be represented at the above Meeting. A shareholder is entitled to appoint. A proxy holder is not required to be a shareholder. The audited Annual Report and Accounts of the Company may be obtained from the registered office of Henderson. Horizon Fund, at the offices of the representatives and distributors and electronically at www.
Roosevelt, L Luxembourg. Silicon Motion Technology Luxembourg Limited. Development "Tuchlau- ben" Beteiligung S. Luxembourg B Luxembourg, le 17 juillet Compliance Partners S. Luxembourg, le 24 mai Luxembourg, le 24 juillet Luxembourg, le Capital social: EUR 1.
Capital social: AUD Luxembourg, le 16 juillet Capital social: EUR Capital social: USD 2. Luxembourg, le 15 juillet Luxembourg B 6. Luxembourg, le 28 juillet Mersch, le 22 juillet Capital social: EUR 2. Luxembourg, le 22 juillet Senningerberg, le 10 Juillet Capital social: USD Luxembourg, le 28 Juillet Luxembourg, le 29 juillet Luxembourg, le 7 juillet Capital social: EUR 9. Luxembourg, le 14 juillet
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