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24817

MEMORIAL

Amtsblatt

Journal Officiel

du Grand-Duché de

Luxembourg

des Großherzogtums

Luxemburg

R E C U E I L

D E S

S O C I E T E S

E T

A S S O C I A T I O N S

Le présent recueil contient les publications prévues par la loi modifiée du 10 août 1915 concernant les sociétés commerciales

et par loi modifiée du 21 avril 1928 sur les associations et les fondations sans but lucratif.

C — N° 518

3 avril 2002

S O M M A I R E

LENDIT MALINES S.A., Société Anonyme.

Siège social: Luxembourg, 16, allée Marconi.

R. C. Luxembourg B 72.679.

—

Extrait des résolutions de l’Assemblée Générale du 6 juin 2001

1. La valeur nominale des actions est supprimée.
2. Le capital social de la société de LUF 5.000.000,- est converti en EUR 123.946,76.
3. Dans le cadre autorisé de la loi du 10 décembre 1998 relative à la conversion par les sociétés commerciales de

leur capital en euro, le capital est augmenté à EUR 124.000,- par incorporation d’un montant de EUR 53,24 (maximum
4 % du capital) sur les résultats reportés (réserves disponibles).

4. L’article 4 des statuts est modifié pour lui donner la teneur suivante:
«Le capital social de la société est fixé à EUR 124.000,- représenté par 5.000 actions sans désignation de valeur no-

minale, entièrement libérées.»

Enregistré à Luxembourg, le 18 décembre 2001, vol. 562, fol. 60, case 8. – Reçu 500 francs.

Le Receveur (signé): J. Muller.

(83725/504/19) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 décembre 2001.

Anglo-Danish Bond Investment Company S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24852

Elefanto, S.à r.l., Dudelange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24856

Fersen S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24852

Fimadel S.A.H., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24851

Forêt S.A., Hesperange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24854

Garage Rythmique S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24857

Grand Link Network S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24818

Immobilière de la Rocade S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24852

Incorion Investment Holding Company, Luxembourg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24855

Lendit Malines S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24817

Mutual Investment Corporation S.A.H., Luxembourg. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24855

Pfizer International Luxembourg S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24859

Pfizer International Luxembourg S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24861

San Quirico S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24864

San Quirico S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24864

Société d’Investissement de Howald S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24858

Véronaise, Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24858

Pour extrait conforme
Signature

24818

GRAND LINK NETWORK S.A., Société Anonyme.

Registered office: L-1724 Luxembourg, 9B, boulevard du Prince Henri.

R. C. Luxembourg B 71.348.

—

In the year two thousand one on the twentieth day of November.
Before the undersigned Maître Paul Bettingen, public notary residing in Niederanven.

Is held an Extraordinary General Meeting of Shareholders of GRAND LINK NETWORK S.A., a société anonyme

under Luxembourg Law, (the «Company»), having its registered office at 9B, boulevard du Prince Henri, L-1724 Lux-
embourg, registered with the Luxembourg trade and company register under the number B 71.348, incorporated pur-
suant to a deed of the notary Maître Jean Seckler, notary residing in Junglinster, Grand Duchy of Luxembourg on 17
August 1999, published in the Mémorial, Recueil des Sociétés et Associations, Number 838 of 10 November 1999, last
modified by a notarial deed before the notary Maître Gérard Lecuit dated 20 December 2000, published in the Mémo-
rial, Recueil des Sociétés et Associations, Number 686 of 28 August 2001.

The meeting is opened at 4.30 p.m. with Mr Pierre Beissel, lawyer, residing in Luxembourg,
who appoints as secretary Mr Regis Lux, private employee, residing in Hayange (F).
The meeting elects as scrutineer Mr Marc Elvinger, lawyer, residing in Luxembourg.
The board of the meeting having thus been constituted, the chairman declares and requests the notary to state:
l. - That the agenda of the meeting is the following:

Agenda:

1. Creation of new class C shares having the same rights and privileges as the class A and class B shares, except for

those rights and obligations as defined otherwise in the articles of incorporation;

2. Increase of the share capital from forty-two thousand five hundred ninety-four euro (EUR 42,594) up to fifty-five

thousand five hundred twenty-one euro (EUR 55,521) by issuance of one hundred sixteen (116) class A shares and three
hundred one (301) class C shares having a par value of thirty-one euro (EUR 31) each;

3. Conversion of two hundred thirty-eight (238) class A shares into two hundred thirty-eight (238) class B shares;
4. Authorisation of the board of directors to issue two hundred thirty-two (232) new class A shares under the au-

thorised share capital in relation with the stock option plan as adopted to the benefit of the employees of the Company
and its subsidiaries;

5. Subsequent amendment of article six of the articles of incorporation, which will be worded as follows:

«Art. 6. Subscribed and Authorised Capital. The corporate capital of the Company is set at fifty-five thousand

five hundred twenty-one euro (EUR 55,521), divided into nine hundred thirty-nine (939) Class A Shares, five hundred
fifty-one (551) Class B Shares and three hundred one (301) Class C Shares with a nominal value of thirty-one euro (EUR
31) per share, each fully paid up.

Any Ordinary Shares acquired from time to time, directly or indirectly, by the Investors may be converted into Class

B or Class C Shares at the Investor’s request and the Shareholders undertake to cause a shareholders’ meeting of the
Company to meet in this respect.

The authorised capital of the Company is fixed at sixty-two thousand seven hundred thirteen euro (EUR 62,713),

divided into one thousand one hundred seventy-one (1,171) Class A Shares, five hundred fifty-one (551) Class B Shares
and three hundred one (301) Class C Shares with a nominal value of thirty-one euro (EUR 31) per share.

The authorised capital serves the following purposes only:
- the authorisation to issue two hundred thirty-two (232) new Class A Shares may be used for the sole purpose of

implementing the stock option plan adopted to the benefit of the employees of the Company and its subsidiaries.

Consequently, the Board of Directors is authorised and empowered to:
- increase the share capital once or in successive phases by issuing new shares to be paid up in cash, with or without

a share premium;

- fix the place and date of the issue or successive issues, the issue price, including all premiums, the terms and con-

ditions for the subscription and paying up of new shares;

- remove or restrict the preferential subscription right of the shareholders when issuing new shares to be paid up in

cash.

Such authorisation is valid for a period of five years commencing the date on which the minutes of the present ex-

traordinary general meeting are published in the Mémorial, Recueil des Sociétés et Associations and it can be renewed
by decision of the general meeting concerning the shares of the authorised capital that, at such date, have not been is-
sued by the Board of Directors.»

6. Amendment of article 1 of the articles of incorporation which shall read as follows:

«Art. 1. Definitions.
«Acceptance Notice» shall have the meaning given to such term in article 11 below.
«Affiliate» when used with reference to a specified Person, shall mean any Person that directly or indirectly through

one or more intermediaries controls, is controlled by or is under common control with the specified Person. For such
purposes, the term «control» (including the terms «controlling», «controlled by» and «under common control with»)
shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and pol-
icies of a Person, whether through the ownership of voting securities, by contract or otherwise.

«Articles of Incorporation» shall mean the present articles of incorporation.
«BIP» shall mean BGL INVESTMENT PARTNERS, a société anonyme governed by the laws of the Grand Duchy of

Luxembourg, having its registered office at 1, rue des Coquelicots, L-1356 Luxembourg.

«Board of Directors» shall mean the «conseil d’administration» of the Company.

24819

«Bona Fide Offer» shall mean an irrevocable offer made in writing in good faith by a Third Party to acquire a specified

number of Securities and which indicates (i) the type, number and class of Securities to be purchased, (ii) the price of-
fered per Securities, (iii) the terms and conditions of the offer, including any representations, warranties and indemnities
to be delivered therewith, (iv) the name and address of the offeror and of each Person who controls it (as the term
«control» is used in the definition of «Affiliate» above) and (v) the financing means of the offeror in respect of the en-
visaged purchase, provided that such offer may not be subject to any conditions the satisfaction or fulfilment of which
is within the control of such Third Party.

«Business» shall mean the business of the Company, including in particular, the production, realization, marketing,

setting-up, carrying out, operation and maintenance on a worldwide level of a technology for the aggregation and the
diffusion of all edition contents.

«Business Day» shall mean any day other than a Saturday, Sunday, legal holiday or other day on which commercial

banks in Luxembourg or in France are authorized or required to close.

«Chairman of the Company» shall mean the chairman of the Board of Directors.
«Class A Shareholder» shall mean any registered holder of Class A Shares.
«Class B Shareholder» shall mean any registered holder of Class B Shares.
«Class C Shareholder» shall mean any registered holder of Class C Shares.
«Class A Shares» shall mean the Ordinary Shares held by the Class A Shareholders.
«Class B Shares» shall mean the Preferred Shares held by the Existing Investor and any duly registered Class B Share-

holders.

«Class C Shares» shall mean the Preferred Shares held by the Class C Shareholders.
«Deed of Adherence» shall mean an agreement pursuant to which the signatory thereof agrees to be bound by the

provisions of the Shareholders Agreement.

«Directors» shall mean the members of the board of directors.
«Drag-Along Notice» shall have the meaning given to such term in article 14 below.
«Drag-Along Right» shall have the meaning given to such term in article 14 below.
«Existing lnvestor» shall mean NEW TECH VENTURE CAPITAL FUND («NTVC»), a société en commandite par

actions, organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered Office at 39,
allée Scheffer, L-2520 Luxembourg.

«Investors» or individually an «Investor» shall mean the direct and indirect Class B Shareholders and the direct and

indirect Class C Shareholders, all together.

«Investor Representative(s)» shall have the meaning given to such term in article 15 below.
«Key Individuals» shall mean collectively the Managers and other present and future key employees including a finance

director and a director of operations and a «Key Individual» shall mean either of them.

«Liquidation Event» shall mean any of the following events (i) insolvency or bankruptcy of the Company (ii) a disso-

lution of the Company for reasons other than those defined below under Sale of the Company.

«Liquidation Rights» shall mean in case of a Liquidation Event the right granted to the Class B and Class C Shares to

receive in priority, pro rata to their shareholding in the Company, out of the assets of the Company available for distri-
bution to the Shareholders whether from capital, reserves, surplus or earnings but before any payment shall be made
to the holders of any other class of Shares an amount equal twice the aggregate amount of the subscription price (nom-
inal value plus share premium) of Class B and Class C Shares in the Company at the time of the Liquidation Event. After
payment or provision for payment of all debts and other liabilities of the Company, subject to the Liquidation Rights of
the Class B and Class C Shareholders, holders, directly or indirectly, of all outstanding Shares, including Class B and
Class C Shareholders, shall be entitled to participate rateably on a per share basis in the remaining assets of the Com-
pany.

«Majority Transfer» shall have the meaning given to such term in article 12 below.
«Managers» or individually a «Manager» shall mean Mr Jorge Verissimo and/or Mr Peter Murray.
«Observer» shall have the meaning given to such term in article 15 below.
«Offered Securities» shall have the meaning given to such term in article 11 below.
«Offerees» shall have the meaning given to such term in article 11 below.
«Ordinary Shares» shall mean shares of the Company, designated as Class A shares in the Articles of Incorporation.
«Person» shall mean any individual, company, partnership, trust or unincorporated organization, or a government or

any agency or political subdivision thereof.

«Preferred Shares» shall mean preferred shares of the Company, designated as Class B and Class C shares in the

Articles of Incorporation entitling the holders thereof namely to (i) be represented on the Board of Directors, (ii) obtain
information on the Company, (iii) approve certain decisions, (iv) have the Company audited, (v) benefit from a preferred
Liquidation Right in the case of Liquidation Event of the Company and (vi) benefit from a Sale Proceeds Right.

«Proportional Sale Right Notice» shall have the meaning given to such term in article 13 below.
«Proposed Transferee» shall have the meaning given to such term in article 14 below.
«Purchaser» shall have the meaning given to such term in article 11 below.
«Qualified Majority» shall mean a majority of two thirds (2/3) of the members of the board of directors, including at

least one director designated by the Investors or the Existing Investor.

«Qualified Financial Institution» shall mean an established investment bank or similar financial institution with recog-

nized international expertise.

«Relevant Proportion» shall mean a number of Securities calculated as follows:
N=A x B

24820

Where:
«N» means the number of Securities which the Investor may sell;
«A» means the number of Securities proposed to be sold by one or more Selling Shareholder(s) to a Third Party; and
«B» means the percentage of share capital of the Company held by the respective Investors at the time of receiving

the Proportional Sale Right Notice.

«Sale of the Company» shall mean (i) the disposition of all or substantially all the assets or businesses of the Company

to a Third Party, (ii) the issuance to a Third Party of more than fifty per cent (50%) of the share capital and voting rights
of the Company, (iii) the Transfer of all or substantially all of the Securities to one or more Third Parties or (iv) the
merger or consolidation of the Company with or into another company whereby one or more Third Parties will acquire,
directly or indirectly, all or substantially all the share capital of the surviving company in such merger or consolidation
(each of the foregoing being referred to individually as a «Sale Event»).

«Sale Proceeds Right» shall mean the right attached to Class B and Class C Shares to receive in priority over Class

A Shares, out of the proceeds of the Sale of the Company, as such term is defined under the Articles of Incorporation,
less related expenses (the «Sale Net Proceeds»), an amount equal to twice the aggregate amount of the subscription
price (nominal value plus share premium) of the Class B and Class C Shares of the Company on the date of such Sale
of the Company plus, subject to the prior repayment of the subscription price of any other class of Shares, a portion of
the remainder of the Sale Net Proceeds rateably on a per Share basis, subject to the rules and procedures provided for
by Luxembourg law.

«Sale Proposal» shall have the meaning given to such term in article 11 below.
«Securities» shall mean any existing or future transferable securities authorized by law and representing or granting

a present or future claim on a portion of the share capital of the Company, which are or will be held, directly or through
an intermediary company, by the Shareholders, as well as any securities of the Company which may be allotted for any
reason whatsoever (subscription, transfer, gift, bequest, gratuitous allotment, merger or split, etc.) as well as the rights
or warrants attached to the said securities (including but not limited to pre-emption rights, and the legal «droit préféren-
tiel de souscription»).

«Shareholders’ Agreement» shall mean the shareholders’ agreement signed by the Shareholders.
«Selling Investor» shall have the meaning given to such term in article 11 below.
«Selling Shareholder» shall have the meaning given to such term in article 11 and 13 below.
«Shareholders» shall mean collectively the Class A, Class B and Class C Shareholders and any other registered holder

of an Ordinary Share or a Preferred Share and a «Shareholder» shall mean either one of them.

«Shares» shall mean the Ordinary Shares and the Preferred Shares and in the event of any change in the number or

characteristics of the Shares by reason of any reorganization, merger, stock dividend or split, combination of shares or
similar event, appropriate adjustments shall be made so as to fairly and equitably preserve the economic benefits and
original rights and obligations of the Shareholders, and the term «Shares» shall be deemed to include or to become the
securities issued instead of or in addition to the Shares by reason of any such event.

«SNCI» shall mean SOCIETE NATIONALE DE CREDIT ET D’INVESTISSEMENT an établissement bancaire de droit

public, governed by the laws of Luxembourg, having its registered office at 7, rue du Saint-Esprit, L-1475 Luxembourg.

«Sold Securities» shall have the meaning given to such term in article 12 below.
«Subsidiary» shall mean, with respect to any Person, (i) any company of which shares having ordinary voting power

(other than shares having such power only by reason of the happening of a contingency) to elect a majority of the board
of directors or other Persons performing a similar function are at the time owned, or the management of which is oth-
erwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person, and (ii) any part-
nership, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person
has more than a fifty per cent (50%) equity (or substantially equivalent economic) interest at the time.

«Tag-Along Notice» shall have the meaning given to such term in article 12 below.
«Tag-Along Right» shall have the meaning given to such term in article 12 below.
«Termination Date» shall have the meaning given to such term in article 11 below.
«Third Party» shall mean any Person who is not the Company, a Shareholder or an Affiliate of a Shareholder.
«Transfer» when used with respect to any Securities, shall mean to transfer, sell, assign, pledge, hypothecate, create

a security interest in or lien on, place in trust (voting or otherwise), contribute to capital or in any other manner, in-
cluding as a result of a merger or consolidation, encumber or dispose of, directly or indirectly and whether or not vol-
untarily, any such Securities; for purposes hereof, the related terms «Transferor» shall mean any Person Transferring
Securities, and «Transferee» shall mean any person to which Securities are Transferred.»

7. Amendment of article ten of the articles of incorporation, which will be worded as follows:

«Art. 10. Transfer of Securities.
10.1 No Shareholder shall Transfer any Securities to any Person except in compliance with the present Articles of

Incorporation.

10.2 Neither the Company nor any of its directors or agents shall record in the Company’s share registry any Trans-

fer of Securities, which is not effected in accordance with the Articles of Incorporation.

10.3 No Shareholder shall Transfer any Securities to any Person unless, as a condition precedent to such Transfer,

the Transferee of such Securities (if not already a party thereto) shall have executed and delivered to the Shareholders
a Deed of Adherence providing that such Transferee will be deemed to be a party to the Shareholders Agreement and
any Securities held by such Transferee will be subject to the provisions of the Shareholders Agreement.

10.4 The provisions of Articles 11, 12, 13 and 14 below shall not apply:
(i) to any Transfer by any Class A Shareholder to any of its Affiliates provided however that the Transferee under-

takes to sell back the relevant Securities to the initial transferring Class A Shareholder in the event of a change of Con-

24821

trol which would result in such Transferee ceasing to meet the requirements for being an Affiliate of such initial
transferring Class A Shareholder. Copy of such undertaking, the Deed of Adherence and evidence that the Transferee
is an Affiliate of the Class A Shareholder shall be sent to the Company and to the other Shareholders;

(ii) to any Transfer by any of the Investors to any of its Affiliates provided however that the Transferee undertakes,

to adhere to a Shareholders’ Agreement, as it may have been concluded by the Shareholders. Copy of such undertaking,
the Deed of Adherence and evidence that the Transferee is an Affiliate of the Investor shall be sent to the Company
and to the other Shareholders;

(iii) in the context of an inheritance, provided that the Transfer is for the sole benefit of a direct descendant or as-

cendant of a Class A Shareholder and that a Deed of Adherence signed by such direct ascendant or descendant is de-
livered to the Company and all other Shareholders.»

8. Amendment of article eleven of the articles of incorporation, which will be worded as follows:

«Art. 11. Right of First Refusal.
11.1 Each Shareholder hereby grants to the other Shareholders pursuant to the conditions set forth in this article 11

a pre-emptive right with respect to any Transfer of all or part of the Securities he/it owns, directly or through an inter-
mediary company. In the event that a Shareholder (a «Selling Shareholder») receives a Bona Fide Offer to purchase or
otherwise Transfer all or certain of his/its Securities held directly or through an intermediary company (the «Offered
Securities») which he/it wishes to accept, the Selling Shareholder shall give notice in writing (the «Sale Proposal Notice»)
to each Shareholder and to the Chairman of the Company, together with a copy of such Bona Fide Offer, and shall offer
(the «Sale Proposal») to sell the Offered Securities to the other Shareholders (collectively, the «Offerees») on the same
terms and conditions as contained in the Bona Fide Offer. The Sale Proposal Notice shall also contain the information
required to enable the Offerees to exercise their Tag-Along Right or their Proportional Right of Sale as applicable in
accordance respectively with article 12 and article 13 below in the event he/it does not intend to exercise his/its Right
of First Refusal under this article 11.

The Sale Proposal Notice shall indicate:
(i) the name and address (or registered office) of the Third Party making the Bona Fide Offer;
(ii) the identification of the person(s) controlling directly or indirectly such Third Party;
(iii) the number of Securities for which the Transfer is contemplated;
(iv) the direct or indirect financial relations (or other) between the Selling Shareholder and the Third Party making

the Bona Fide Offer;

(v) the offered price in euro by the Third Party making the Bona Fide Offer in case of payment in cash or the estimated

value in euro in other cases, for the Offered Securities;

(vi) the other terms of the Bona Fide Offer, including the description of all agreements that the Third Party or the

Shareholder or an affiliate of the Third Party or Shareholder contemplates to enter into with a Shareholder or an Affil-
iate;

(vii) a copy of the Bona Fide Offer duly signed by the Third Party making such Bona Fide Offer.
11.2 The Offered Securities shall be offered by the Selling Shareholder to the Offerees as follows:
(a) If the Selling Shareholder is a Class A Shareholder (the «Selling Class A Shareholder»), the Selling Class A Share-

holder shall offer to the other Class A Shareholders, and such other Class A Shareholder may elect (but shall not be
obliged), to purchase all or any portion of the Offered Securities (subject to the provisions herein) by giving an Accept-
ance Notice thereof to the Selling Class A Shareholder and the Company within ten (10) Business Days after receipt of
the Sale Proposal Notice. All Class A Shareholders exercising such purchase rights shall, in the aggregate, be entitled to
purchase up to the number of Offered Securities equal to the number of Offered Securities multiplied by a fraction,
having (x) for a numerator, the number of Securities held by such Class A Shareholder, as the case may be and (y) for
a denominator, the aggregate number of Securities held by all Class A Shareholder, who have exercised their purchase
rights (the resulting number of Securities to be rounded to the nearest whole number, provided that any resulting frac-
tion which is equal to one-half shall be rounded down).

If the application of the formula above results in one or more Offered Securities not being purchased by the Class A

Shareholders, then the Investors may elect to purchase the remaining Offered Securities by giving notice thereof to the
Selling Class A Shareholders and to the Company within ten (10) Business Days after receipt of a notice from the Selling
Class A Shareholders to the effect that the Class A Shareholders did not purchase all the Offered Securities.

If the application of the formulas provided above results in one or more Offered Securities still not being purchased

by the Class A Shareholders or the Investors after exercise of their purchase rights, then the Selling Class A Shareholder
may offer to the other Class A Shareholders, and such other Class A Shareholder may elect (but shall not be obliged),
to purchase all or any portion of the remaining Offered Securities by giving an Acceptance Notice thereof to the Selling
Class A Shareholder and the Company within ten (10) Business Days after receipt of the Sale Proposal Notice. All Class
A Shareholders exercising such purchase rights shall, in the aggregate, be entitled to purchase the remaining Offered
Securities.

If the application of the formula above results in one or more remaining Offered Securities not being purchased by

the Class A Shareholders, then the Investors may elect to purchase the remaining Offered Securities by giving notice
thereof to the Selling Class A Shareholders and the Company within ten (10) Business Days after receipt of a notice
from the Selling Class A Shareholders to the effect that the Class A Shareholders did not purchase all the Offered Se-
curities.

If the application of the formulas provided above results in one or more Offered Securities not being purchased by

the Class A Shareholders or the Investors after exercise of their purchase rights, then the Selling Class A Shareholder
may offer all Offered Securities for sale to the Third Party pursuant to the Bona Fide Offer in accordance with the pro-
visions of article 11.7 below but subject to articles 12 and 13.

24822

(b) If the Selling Shareholder is an Investor (the «Selling Investor») then, the Selling Investor shall offer to the other

Class B and Class C Shareholders, if any, and the other Class B and Class C Shareholders may elect, to purchase all or
any portion of the Offered Securities (subject to the provisions herein), by giving an Acceptance Notice thereof to the
Selling Investor within ten (10) Business Days after receipt of the Sale Proposal Notice. In the event that more than one
Class B or Class C Shareholders (other than the Investor) exercise their purchase rights pursuant to this Article 11.2
(b), each Class B and Class C Shareholder (other than the Investor) who has exercised its purchase right shall be entitled
to purchase up to the number of Offered Securities equal to the number of Offered Securities multiplied by a fraction,
having (x) for a numerator, the number of Securities held by such Class B or Class C Shareholder and (y) for a denom-
inator, the aggregate number of Securities held by all Class B and Class C Shareholder who have exercised their pur-
chase rights (the resulting number of Securities to be rounded to the nearest whole number, provided that any resulting
fraction which is equal to one-half shall be rounded down).

If the application of the formula provided above results in one or more Offered Securities not being purchased by

the other Class B and Class C Shareholders, then the Selling Investor shall offer to the Class A Shareholders and the
Class A Shareholders may elect to purchase the remaining Offered Securities by giving notice thereof to the Selling In-
vestor and the Company within ten (10) Business Days after receipt of notice from the Selling Investor to the effect that
the Investors did not purchase all the Offered Securities.

If the application of the formula provided above results in one or more Offered Securities not being purchased by

the Class B and Class C Shareholders or the Class A Shareholders after exercising their purchase rights, then the re-
maining Offered Securities may be offered again for sale by the Selling Investor to the other Class B and Class C Share-
holders, if any, and the other Class B and Class C Shareholders may elect, to purchase all or any portion of the remaining
Offered Securities by giving an Acceptance Notice thereof to the Selling Investor within ten (10) Business Days after
receipt of the Sale Proposal Notice.

If the application of the formula provided above results in one or more remaining Offered Securities not being pur-

chased by the other Class B and Class C Shareholders, then the Selling Investor shall offer again to the Class A Share-
holders and the Class A Shareholders may elect to purchase the remaining Offered Securities by giving notice thereof
to the Selling Investor and the Company within ten (10) Business Days after receipt of notice from the Selling Investor
to the effect that the Investors did not purchase all the Offered Securities.

If the application of the formula provided above results in one or more Offered Securities not being purchased by

the Class B and Class C Shareholders or the Class A Shareholders after exercising their purchase rights, then all Offered
Securities may be offered for sale by the Selling Investor to the Third Party pursuant to the Bona Fide Offer, subject to
the provisions of Article 11.7 below.

11.3 The acceptance notice (the «Acceptance Notice») required to be given by any purchasing Offeree (the «Pur-

chaser») shall specify the number of Offered Securities for which the accepting Offeree accepts the Sale Proposal and
contain the unconditional and irrevocable obligation of the accepting Offeree to acquire such number of Offered Secu-
rities on the same terms and conditions as contained in the Bona Fide Offer and a date for the closing of the purchase
which shall not be more than thirty (30) days after the date of the giving of such Acceptance Notice.

11.4 If the offer of Offered Securities under this Article is for consideration other than cash or cash plus deferred

payments of cash, the Purchaser shall pay the cash equivalent of such other consideration. If the Selling Shareholder and
the Purchaser cannot agree on the amount of such cash equivalent within ten (10) days after the beginning of the fifteen-
day (15) period under Article 11.2, any of such Shareholders may, by three (3) days’ written notice to the other, initiate
appraisal proceedings under Article 11.5 for determination of the cash equivalent. The Purchaser may give written no-
tice to the Selling Shareholder revoking an election to purchase the Offered Securities within ten (10) days after deter-
mination of the appraised value, if it chooses not to purchase the Offered Securities.

11.5 If any Shareholder shall, by written notice to the other Shareholder, initiate an appraisal procedure to determine

the amount of the cash equivalent of any consideration for Offered Securities, then the Selling Shareholder, on the one
hand, and the Purchaser, on the other hand, shall each promptly appoint as an appraiser an individual who shall be a
member of a Qualified Financial Institution. Each appraiser shall, within thirty (30) days of appointment, separately in-
vestigate the value of the consideration for the Offered Securities as of the proposed Transfer date and shall submit a
notice of an appraisal of that value to each Shareholder. Each appraiser shall be instructed to determine such value with-
out regard to income tax consequences to the Selling Shareholder as a result of receiving cash rather than other con-
sideration. If the appraised values of such consideration (the «Earlier Appraisals») vary by less than ten per cent (10%),
the average of the two appraisals on a per share basis shall be controlling as the amount of the cash equivalent. If the
appraised values vary by more than ten per cent (10%), the appraisers, within ten (10) days of the submission of the last
appraisal, shall appoint a third appraiser who shall be a Qualified Financial Institution. The third appraiser shall, within
thirty (30) days of his appointment, appraise the value of the consideration for the Offered Securities (without regard
to the income tax consequences to the Selling Shareholder as a result of receiving cash rather than other consideration)
as of the proposed Transfer date and submit notice of his appraisal to each Shareholder. The value determined by the
third appraiser shall be controlling as the amount of the cash equivalent unless the value is greater than the two Earlier
Appraisals, in which case the higher of the two Earlier Appraisals will control, and unless that value is lower than the
two Earlier Appraisals, in which case the lower of the two Earlier Appraisals will control. If any Shareholder fails to ap-
point an appraiser or if one of the two initial appraisers fails after appointment to submit his appraisal within the required
period, the appraisal submitted by the remaining appraiser shall be controlling. The cost of the foregoing appraisals shall
be shared one-half by the Selling Shareholder and one-half by the Purchasers.

11.6 In the event that certain or all of the Offerees validly accept to purchase all of the Offered Securities pursuant

to this article 11, the Selling Shareholder shall sell the Offered Securities to the Purchasers, and the Purchasers shall pay
the purchase price for such Offered Securities in cash, on the latest to occur of:

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(i) thirty (30) days after the date of giving of the Acceptance Notice; and
(ii) thirty (30) days after the date of the last notification of the purchase price to a Purchaser if the purchase price is

required to be finally determined by an expert in accordance with paragraph 11.5 above;

provided that in each such case written notice of such proposed sale shall have been given by the Selling Shareholder

to the Company and all other Shareholders at least fifteen (15) days prior to the date of the proposed sale (which notice
shall indicate the identity of the accepting Offerees and the number of Securities to be purchased by each of them).

Unless otherwise agreed amongst the Selling Shareholder and the accepting Offerees, the closing for the purchase of

the Offered Securities by the accepting Offerees shall take place at the principal office of the Company during normal
business hours. At the time and place so specified, the Selling Shareholder shall deliver instruments of transfer sufficient
to transfer the Offered Securities to the appropriate Transferees against payment of the relevant purchase price.

11.7 In the event that (a) the Offerees shall fail to validly accept to acquire all of the Offered Securities pursuant to

the Sale Proposal or (b) the accepting Offerees shall fail to timely purchase all of the Offered Securities within the period
specified in article 11.6 above (the date of the first to occur of the events described in the foregoing subparagraphs (a)
and (b), the «Termination Date»), then the Selling Shareholder shall have the right to accept, and to sell the Offered
Securities pursuant to the Bona Fide Offer, provided that in each such case:

(i) the Tag-Along Right provided in article 12 and the Proportional Right of Sale provided in article 13 hereafter may

apply;

(ii) the Transfer of the Offered Securities pursuant to the Bona Fide Offer shall take place within thirty (30) days after

the Termination Date;

(iii) the consideration described in the Bona Fide Offer is not changed in any respect and no other terms or provisions

set forth in the Bona Fide Offer are modified in any material respect (it being understood that any such changes or mod-
ifications to the terms of the Bona Fide Offer would constitute a new offer which would be subject to the provisions of
the present article); and

(iv) written notice of such proposed Transfer shall have been given by the Selling Shareholder to the Company and

all other Shareholders at least fifteen (15) days prior to the date of the proposed Transfer (which notice shall be accom-
panied by a copy of the Deed of Adherence executed by the proposed Transferee, the original of which shall be deliv-
ered to the Company).»

9. Amendment of article thirteen of the articles of incorporation, which will be worded as follows:

«Art. 13. Proportional Right of Sale.
13.1 Notwithstanding the provisions of article 11 above, if one or more Shareholders (the «Selling Shareholders»)

propose to sell to a Third Party a number of his/its Securities, held directly or indirectly, representing twenty per cent
(20%) or more but less than fifty per cent (50%) of the share capital and voting rights of the Company, he/it or they shall
give notice of such proposed transaction to the Company and to the other Shareholders (such notice to include the
name of the proposed purchasing Third Party and other terms and conditions of the proposed sale, including in partic-
ular its price).

13.2 Within five (5) Business Days of receiving such notice (a «Proportional Sale Right Notice») commencing on the

date of receipt by the Investors of the Proportional Sale Right Notice, the Investors may require that a number of Se-
curities not greater than the Relevant Proportion of their respective Securities be purchased by such purchasing Third
Party (on the same terms, including the same price, and if need be, in place of the equivalent number of Securities offered
for sale by the Selling Shareholders).»

10. Amendment of article fourteen of the articles of incorporation, which will be worded as follows:

«Art. 14. Drag-Along Right.
14.1 If at any time and from time to time, Investors representing together at least two thirds of the Class B and Class

C Shares wish to Transfer in a bona fide arms’ length sale all of their Securities, held directly or through an intermediary
company, to any Person or Persons who are not their Affiliates (for purposes of the present article, the «Proposed
Transferee»), the Investors shall have the right (the «Drag-Along Right») to require all the other Shareholders to (i) sell
to the Proposed Transferee pro rata of their Securities then held by such Shareholders or (ii) to purchase all Securities
being offered for sale by the Class B and Class C Shareholders, for the same per Share consideration as proposed to be
received by the Proposed Transferee, subject to the Liquidation Rights for holders of Class B and Class C Shares. Each
Shareholder agrees to take all steps necessary to enable him or it to comply with the provisions of the present article
to facilitate the exercise of a Drag-Along Right.

14.2 To exercise a Drag-Along Right, the Investors shall give each other Shareholder a joint written notice (a «Drag-

Along Notice») containing (i) the name and address of the Proposed Transferee and (ii) the proposed purchase price,
terms of payment and other material terms and conditions of the Proposed Transferee’s offer. Each Shareholder shall
thereafter be obligated (i) to sell its Securities within thirty (30) days of delivery of the Drag-Along Notice or (ii) to
purchase all of the Securities held by the Investors exercising their Drag-Along Right pursuant to the present article on
the same terms and conditions as the Bona Fide Offer of the Proposed Transferee (the «Right to Purchase») provided
that:

(i) if the valuation (without taking into consideration any subsequent recapitalization) retained for 100% of the Secu-

rities is less than fifteen million euro (EUR 15,000,000), then the Right to Purchase must be exercised within fifteen (15)
days of delivery of the Drag Along Notice;

(ii) if the valuation (without taking into consideration any subsequent recapitalization) retained for 100% of the Secu-

rities is between fifteen million euro (EUR 15,000,000) and thirty million euro (EUR 30,000,000), then the Right to Pur-
chase must be exercised within thirty (30) days of delivery of the Drag Along Notice;

(iii) if the valuation (without taking into consideration any subsequent recapitalization) retained for 100% of the Se-

curities is more than thirty million euro (EUR 30,000,000), then the Right to Purchase must be exercised within forty-

24824

five (45) days of delivery of the Drag Along Notice. The exercise of the Right to Purchase shall be notified to the Inves-
tors within the timing set forth above (the «Right to Purchase Notice»).

If the Shareholders (other than the Investors) acting alone or together do not exercise their Right to Purchase in the

conditions set forth above for all of the Securities held by the Investors, they shall be obligated to sell their Securities
to the Proposed Offeree within five (5) days from the last day on which the Right to Purchase Notice should have been
sent to the Investor. If the Proposed Transferee does not for whichever reason, purchase the Securities held by the
other Shareholder within a sixty-day (60) period from the delivery of the Drag-Along Notice, then each Shareholder
shall no longer be obligated to sell its Securities pursuant to that specific Drag-Along Right but shall remain subject to
the provisions of the present article.

14.3 If the Drag-Along Right is exercised, each Shareholder shall be required to become a party to any indemnities

being afforded by the Investors. Each Shareholder shall pay its proportionate share of the transaction expenses, including
without limitation, any legal, accounting and investment banking fees and expenses reasonably incurred by the Investors
in connection with such transaction.»

11. Amendment of article fifteen of the articles of incorporation, which will be worded as follows:

«Art. 15. Board of directors.
The Company will be administered by a board of directors (hereafter referred to as the «Board of Directors») com-

posed of at least three (3) members who need not to be shareholders of the Company (hereafter referred to as the
«Directors»).

The Directors will be elected by the shareholders’ meeting, which will determine their number, for a period not ex-

ceeding six (6) years, and they will hold office until their successors are elected. They are re-eligible, but they may be
removed at any time, with or without cause, by a resolution of the shareholders’ meeting.

Each Investor acquiring, directly or indirectly, at least 15% of the Company’s total equity at the time of the investment,

and for as long as he maintains a stake of 8%, shall be entitled to propose one candidate to be appointed by the share-
holders’ meeting in order to serve on the Company’s Board of Directors (the «Investor Representative»).

Subject to the above, the candidates for appointment as members of the Board of Directors by the shareholders’

meeting may be proposed as follows: three (3) candidates by the Class A Shareholders, one (1) candidate by the Existing
Investor as long as the Existing Investor holds, directly or indirectly, an equity interest in the Company representing at
least five per cent (5%) of the total share capital and one (1) candidate by the members of the Board of Directors ap-
pointed in accordance with the above mentioned nomination procedure, immediately after their appointment and dur-
ing the same general meeting which shall also vote on the appointment of this candidate.

If an Investor does not have the right to be represented on the Board of Directors as provided for here above, he

shall be entitled to appoint an observer (the «Observer») to attend all meetings of the Board of Directors for as long
as he has acquired and maintained at least 5% of the Company’s total equity. As long as SNCI and BIP hold directly or
through an intermediary company Shares of the Company, each of them shall have an Observer seat on the Board of
Directors.

In the event of a vacancy on the Board of Directors, the remaining Directors may meet and may elect by majority

vote a director to fill such vacancy until the next shareholders’ meeting.»

12. Replacement of the existing article seventeen, which shall henceforth read as follows:

«Art. 17. Qualified majority matters.
In order for a resolution to be validly taken, it must be adopted by a Qualified Majority in the following events:
i. a sale of all or substantially all of the assets of the Company or its Subsidiaries, including a sale or disposal of sub-

sidiaries or financial participations;

ii. the acquisition by the Company or its Subsidiaries of any other businesses or material assets for an amount in ex-

cess of one hundred fifty thousand euro (EUR 150,000);

iii. any material change in the Company’s line of Business or that of its Subsidiaries;
iv. the incurrence of indebtedness for borrowed money to third parties in excess of two hundred thousand euro

(EUR 200,000) (cap per fiscal year, whether through one or several transactions) by the Company or by any of its Sub-
sidiary;

v. implementation of and changes to employee stock option plans or any other vesting schedule;
vi. transactions likely to create any conflict of interest involving the Company’s officers, directors, or stockholders;
vii. the annual budget and any significant changes or deviations thereof.
Decisions pursuant to clauses (ii), (iv) and (vi) here above may be approved by way of written confirmation (Approval

by fax or email will be sufficient).

All other decisions to be taken by the Board of Directors under applicable law shall be taken according to the quorum

and majority rules provided for under Luxembourg law.»

13. Amendment of article twenty-seven of the Articles of Incorporation, which shall read as follows:

«Art. 27. Procedure, Vote.
Shareholders will meet upon call by the Board of Directors or the auditor or the auditors made in compliance with

Luxembourg law. The notice will contain the agenda of the meeting.

If all the shareholders are present or represented at a shareholders’ meeting and if they state that they have been

informed of the agenda of the meeting, the meeting may be held without prior notice.

A shareholder may act at any meeting of the shareholders by appointing in writing or by fax, cable, telegram or telex

as his proxy another person who need not be a shareholder.

The Board of Directors may determine all other conditions that must be fulfilled in order to take part in a sharehold-

ers’ meeting.

24825

Except as otherwise required by law, resolutions will be taken by a simple majority of votes irrespective of the

number of shares present or represented at the meeting.

One vote is attached to each share.
In order for a resolution to be validly taken by the shareholders’ meeting on any of the following matters, the consent

of a majority of Class B and Class C Shares is required:

i. any amendment of the Articles of Incorporation or the articles of incorporation of its Subsidiaries;
ii. any issuance of Securities (other than stock issuance pursuant to exercise of rights under the stock option plan and

other stock incentive programs which have been approved by the Investors), any suppression of the preferential sub-
scription right («droit préférentiel de souscription») and of any rights attached to the Class B and Class C Shares;

iii. any payment by the Company or its Subsidiaries of dividends on its capital stock or any repurchase of capital stock

by the Company or its Subsidiaries (other than stock repurchases at cost pursuant to employment vesting arrange-
ments);

iv. any decision for the Sale of the Company or an initial public offering of the shares, including the choice of financial

and other advisors, in the context of such transaction.

v. the Sale, merger or consolidation of the Company or its Subsidiaries with or into another corporation;
vi. any change to the composition or the number of members of the Board of Directors.
All other decisions to be taken by the Shareholders under applicable law shall be taken according to the quorum and

majority rules provided for under Luxembourg law.»

14. Amendment Article 30 of the articles of incorporation, which shall read as follows:

«Art. 30. Sale of the Company, Dissolution, Liquidation.
In the event of a Sale of the Company the Class B and Class C Shareholders shall be entitled to the Sale Proceeds

Right. If the consideration is in cash or in shares and entailing a deferred or partial payment (whatever the nature of the
consideration may be for the Transfer), the Investors may elect to be the first among all Shareholders to receive pay-
ment of the consideration paid for the Transfer of their Shares and or Securities. In such a case, up to seventy per cent
(70%) of any partial payment received in consideration for the Sale of the Company shall be allocated to the Investors
and the remaining thirty per cent (30%) of any partial payment shall be paid to the other Shareholders.

The Company may be dissolved by a decision of the general meeting voting with the same quorum and majority as

for the amendment of these Articles of Incorporation, unless otherwise provided by law. Should the Company be dis-
solved, the liquidation shall be carried out by one or more liquidators appointed by the general meeting of shareholders,
which will determine their powers and their compensation.

In case of liquidation or dissolution of the Company, the Class B and Class C Shareholders shall be entitled to their

Liquidation Right.»

15. Modification of the number of the members of the board of directors, revocation of existing and appointment of

new directors, and, as the case may be, renewal of the mandates of the current directors.

16. Issuance of two warrants for a price of one euro (EUR 1).
17. Miscellaneous.
II. - That the shareholders present or represented, the proxies of the represented shareholders and the number of

their shares are shown on an attendance list; this attendance list, signed by the shareholders, the proxies of the repre-
sented shareholders and by the board of the meeting, will remain annexed to the present deed to be filed at the same
time with the registration authorities.

The proxies of the represented shareholders, initialled ne varietur by the appearing parties will also remain annexed

to the present deed.

III.- That the whole corporate capital being present or represented at the present meeting and all the shareholders

present or represented declaring that they have had due notice and got knowledge of the agenda prior to this meeting,
no convening notices were necessary.

IV.- That the present meeting, representing the whole corporate capital, is regularly constituted and may validly de-

liberate on all the items of the agenda.

Then the general meeting after deliberation, took unanimously the following resolutions:

First resolution

The general meeting of shareholders decides to create and issue new class C shares having the same rights and priv-

ileges as the class A and class B shares, except for those rights and obligations as defined otherwise in the articles of
incorporation.

Second resolution

The general meeting of shareholders decides to increase the share capital from forty-two thousand five hundred nine-

ty-four euro (EUR 42,594) up to fifty-five thousand five hundred twenty-one euro (EUR 55,521) by issuance of one hun-
dred sixteen (116) class A shares and three hundred one (301) class C shares, having a par value of thirty-one euro (EUR
31) each.

The new shares are subscribed as follows:
- one hundred sixteen (116) class A shares are subscribed by MURRAYFIELD MUSIC, a company governed by the

laws of the Isle of Man, having its registered office at Douglas, Isle of Man, at a total price of three thousand five hundred
ninety-six euro (EUR 3,596);

MURRAYFIELD MUSIC is duly represented by Mr Pierre Beissel, lawyer, residing in Luxembourg, by virtue of a proxy

annexed to the present deed.

24826

- one hundred twenty-nine (129) class C shares are subscribed by GLN INVESTMENT, a société anonyme existing

and governed by the laws of the Grand Duchy of Luxembourg having its registered office at L-1356 Luxembourg, 1, rue
des Coquelicots, at a total price of seven hundred fifty thousand euro (EUR 750,000);

GLN INVESTMENT S.A. is duly represented by Mr Marc Cardinael, director, residing in Eischen, by virtue of a circular

board resolution of GLN lNVESTMENT S.A.

- one hundred seventy-two (172) class C shares are subscribed by GRAND LINK PARTICIPATIONS, a société

anonyme existing and governed by the laws of the Grand Duchy of Luxembourg having its registered office at 39, allée
Scheffer, L-2520 Luxembourg at a total price of one million euro (EUR 1,000,000).

GRAND LINK PARTICIPATIONS S.A. is duly represented by Mr Pierre Beissel, lawyer, residing in Luxembourg, by

virtue of a proxy annexed to the present deed.

The total contribution of one million seven hundred fifty-three thousand five hundred ninety-six euro (EUR

1,753,596) consists of twelve thousand nine hundred twenty-seven euro (EUR 12,927) allocated to the capital and one
million seven hundred forty thousand six hundred sixty-nine euro (EUR 1,740,669) allocated to the issue premium.

The shares subscribed as well as the share premium are fully paid up in cash by the subscriber so that the total is at

the disposal of the Company, as has been proved to the undersigned notary.

The general meeting unanimously resolves to waive the preferential right of subscription of the existing shareholders

with respect to the present capital increase.

At this moment the new shareholders take part in the general meeting and express their vote on the following res-

olutions:

Third resolution

The general meeting of shareholders resolves to convert two hundred thirty-eight (238) class A shares held by NEW

TECH VENTURE CAPITAL FUND S.C.A. into two hundred thirty-eight (238) class B shares.

Fourth resolution

The general meeting of shareholders resolves to authorise the board of directors of the Company to issue two hun-

dred thirty-two (232) new class A shares under the authorised share capital in relation with the stock option plan to be
adopted to the benefit of the employees of the Company and its subsidiaries.

The general meeting resolves to cancel the previous authorisation to the board of directors to issue one thousand

two hundred fifty-nine (1,259) class A shares and four hundred twenty-nine (429) class B shares with a nominal value of
thirty-one euro (EUR 31) per share.

Fifth resolution

As a consequence of resolutions one (1) to four (4) here above, article six of the articles of incorporation is amended

and now reads as follows:

«Art. 6. Subscribed and Authorised Capital.
The corporate capital of the Company is set at fifty-five thousand five hundred twenty-one euro (EUR 55,521), divided

into nine hundred thirty-nine (939) Class A Shares, five hundred fifty-one (551) Class B Shares and three hundred one
(301) Class C Shares with a nominal value of thirty-one euro (EUR 31) per share, each fully paid up.

Any Ordinary Shares acquired from time to time, directly or indirectly, by the Investors may be converted into Class

B or Class C Shares at the Investor’s request and the Shareholders undertake to cause a shareholders’ meeting of the
Company to meet in this respect.

The authorised capital of the Company is fixed at sixty-two thousand seven hundred thirteen euro (EUR 62,713),

The authorised capital serves the following purposes only:
- the authorisation to issue two hundred thirty-two (232) new Class A Shares may be used for the sole purpose of

implementing the stock option plan to the benefit of the employees of the Company and its subsidiaries;

Consequently, the Board of Directors is authorised and empowered to:
- increase the share capital once or in successive phases by issuing new shares to be paid-up in cash, with or without

a share premium;

- fix the place and date of the issue or successive issues, the issue price, including all premiums, the terms and con-

ditions for the subscription and paying up of new shares;

- remove or restrict the preferential subscription right of the shareholders when issuing new shares to be paid-up in

cash;

Such authorisation is valid for a period of five years commencing the date on which the minutes of the present ex-

Sixth resolution

The general meeting of shareholders resolves to amend article one of the articles of incorporation of the Company,

which will be worded as follows:

«Art. 1. Definitions.
«Acceptance Notice», shall have the meaning given to such term in article 11 below.
«Affiliate» when used with reference to a specified Person, shall mean any Person that directly or indirectly through

one or more intermediaries controls, is controlled by or is under common control with the specified Person. For such

24827

purposes, the term «control» (including the terms «controlling», «controlled by» and «under common control with»)
shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and pol-
icies of a Person, whether through the ownership of voting securities, by contract or otherwise.

«Articles of Incorporation» shall mean the present articles of incorporation.
«BIP» shall mean BGL INVESTMENT PARTNERS, a société anonyme governed by the laws of the Grand Duchy of

Luxembourg, having its registered office at 1, rue des Coquelicots, L-1356 Luxembourg.

«Board of Directors» shall mean the «conseil d’administration» of the Company.
«Bona Fide Offer» shall mean an irrevocable offer made in writing in good faith by a Third Party to acquire a specified

«Business» shall mean the business of the Company, including in particular, the production, realization, marketing,

setting-up, carrying out, operation and maintenance on a worldwide level of a technology for the aggregation and the
diffusion of all edition contents.

«Business Day» shall mean any day other than a Saturday, Sunday, legal holiday or other day on which commercial

banks in Luxembourg or in France are authorized or required to close.

holders.

«Class C Shares» shall mean the Preferred Shares held by the Class C Shareholders.
«Deed of Adherence» shall mean an agreement pursuant to which the signatory thereof agrees to be bound by the

provisions of the Shareholders Agreement.

«Directors» shall mean the members of the board of directors.
«Drag-Along Notice» shall have the meaning given to such term in article 14 below.
«Drag-Along Right» shall have the meaning given to such term in article 14 below.
«Existing Investor» shall mean NEW TECH VENTURE CAPITAL FUND («NTVC»), a société en commandite par

actions, organised and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 39,
allée Scheffer, L-2520 Luxembourg.

«Investors» or individually an «Investor» shall mean the direct and indirect Class B Shareholders and the direct and

indirect Class C Shareholders, all together.

director and a director of operations and a «Key Individual» shall mean either of them.

«Liquidation Event» shall mean any of the following events (i) insolvency or bankruptcy of the Company (ii) a disso-

lution of the Company for reasons other than those defined below under Sale of the Company.

«Liquidation Rights» shall mean in case of a Liquidation Event the right granted to the Class B and Class C Shares to

«Majority Transfer» shall have the meaning given to such term in article 12 below.
«Managers» or individually a «Manager» shall mean Mr Jorge Verissimo and or Mr Peter Murray.
«Observer» shall have the meaning given to such term in article 15 below.
«Offered Securities» shall have the meaning given to such term in article 11 below.
«Offerees» shall have the meaning given to such term in article 11 below.
«Ordinary Shares» shall mean shares of the Company, designated as Class A shares in the Articles of Incorporation.
«Person» shall mean any individual, company, partnership, trust or unincorporated organization, or a government or

any agency or political subdivision thereof.

«Preferred Shares» shall mean preferred shares of the Company, designated as Class B and Class C shares in the

24828

«Qualified Majority» shall mean a majority of two thirds (2/3) of the members of the board of directors, including at

least one director designated by the Investors or the Existing Investor.

«Qualified Financial Institution» shall mean an established investment bank or similar financial institution with recog-

nized international expertise.

«Relevant Proportion» shall mean a number of Securities calculated as follows:
N=A x B
Where:
«N» means the number of Securities which the Investor may sell;
«A» means the number of Securities proposed to be sold by one or more Selling Shareholder(s) to a Third Party; and
«B» means the percentage of share capital of the Company held by the respective Investors at the time of receiving

the Proportional Sale Right Notice.

«Sale of the Company» shall mean (i) the disposition of all or substantially all the assets or businesses of the Company

«Sale Proceeds Right» shall mean the right attached to Class B and Class C Shares to receive in priority over Class

of an Ordinary Share or a Preferred Share and a «Shareholder» shall mean either one of them.

«Shares» shall mean the Ordinary Shares and the Preferred Shares and in the event of any change in the number or

«SNCI» shall mean SOCIETE NATIONALE DE CREDIT ET D’INVESTISSEMENT an établissement bancaire de droit

public, governed by the laws of Luxembourg, having its registered office at 7, rue du Saint-Esprit, L-1475 Luxembourg.

«Sold Securities» shall have the meaning given to such term in article 12 below.
«Subsidiary» shall mean, with respect to any Person, (i) any company of which shares having ordinary voting power

Seventh resolution

The general meeting of shareholders resolves to amend article ten of the articles of incorporation of the Company,

which will be worded as follows:

«Art. 10. Transfer of Securities.
10.1 No Shareholder shall Transfer any Securities to any Person except in compliance with the present Articles of

Incorporation.

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10.2 Neither the Company nor any of its directors or agents shall record in the Company’s share registry any Trans-

fer of Securities, which is not effected in accordance with the Articles of Incorporation.

10.3 No Shareholder shall Transfer any Securities to any Person unless, as a condition precedent to such Transfer,

10.4 The provisions of Articles 11, 12, 13 and 14 below shall not apply:
(j) to any Transfer by any Class A Shareholder to any of its Affiliates provided however that the Transferee under-

takes to sell back the relevant Securities to the initial transferring Class A Shareholder in the event of a change of Con-
trol which would result in such Transferee ceasing to meet the requirements for being an Affiliate of such initial
transferring Class A Shareholder. Copy of such undertaking, the Deed of Adherence and evidence that the Transferee
is an Affiliate of the Class A Shareholder shall be sent to the Company and to the other Shareholders;

(i) to any Transfer by any of the Investors to any of its Affiliates provided however that the Transferee undertakes,

(ii) in the context of an inheritance, provided that the Transfer is for the sole benefit of a direct descendant or as-

cendant of a Class A Shareholder and that a Deed of Adherence signed by such direct ascendant or descendant is de-
livered to the Company and all other Shareholders.»

Eighth resolution

The general meeting of shareholders resolves to amend article eleven of the articles of incorporation of the Compa-

ny, which will read as follows:

«Art. 11. Right of First Refusal.
11.1 Each Shareholder hereby grants to the other Shareholders pursuant to the conditions set forth in this article 11

the Bona Fide Offer;

(v) the offered price in euro by the Third Party making the Bona Fide Offer in case of payment in cash or the estimated

value in euro in other cases, for the Offered Securities;

(vi) the other terms of the Bona Fide Offer, including the description of all agreements that the Third Party or the

Shareholder or an affiliate of the Third Party or Shareholder contemplates to enter into with a Shareholder or an Affil-
iate;

If the application of the formula above results in one or more Offered Securities not being purchased by the Class A

If the application of the formulas provided above results in one or more Offered Securities still not being purchased

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Class A Shareholder and the Company within ten (10) Business Days after receipt of the Sale Proposal Notice. All Class
A Shareholders exercising such purchase rights shall, in the aggregate, be entitled to purchase the remaining Offered
Securities.