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70561

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° 1471

29 décembre 2005

S O M M A I R E

EURO-CAPITAL S.A., Société Anonyme.

Siège social: L-1840 Luxembourg, 32, boulevard Joseph II.

R. C. Luxembourg B 75.671.

—

Le bilan au 31 décembre 2003, enregistré à Luxembourg, le 5 août 2005, réf. LSO-BH02067, a été déposé au registre

de commerce et des sociétés de Luxembourg, le 11 août 2005.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

(072448.3/657/11) Déposé au registre de commerce et des sociétés de Luxembourg, le 11 août 2005.

Agon Finance Holding S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70605

Airtrust Holding S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70605

Athinea S.A.H., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70605

Buying Planning Advertising (BPA) S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70606

Diffusion de Saedeleer S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70607

Euro-Capital S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70561

Fidav S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70607

Finalta S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70608

Finalta S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70608

Finalta S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70608

Finalta S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70608

Hepta Consult S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70605

Kertes S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70606

Nubira S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70562

ProLogis Directorship, S.à r.l., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70607

Sky S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70606

Sky S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70606

Sky S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70607

Sky S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70607

Transimmob S.A.H., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70562

WP Roaming II S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70562

WP Roaming II S.A., Luxembourg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

70605

FIDUCIAIRE DE LUXEMBOURG S.A.
Signature

70562

TRANSIMMOB S.A., Société Anonyme Holding.

Siège social: L-1840 Luxembourg, 32, boulevard Joseph II.

R. C. Luxembourg B 36.298.

—

Le bilan au 31 décembre 2004, enregistré à Luxembourg, le 5 août 2005, réf. LSO-BH02000, a été déposé au registre

de commerce et des sociétés de Luxembourg, le 11 août 2005.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

(072436.3/657/11) Déposé au registre de commerce et des sociétés de Luxembourg, le 11 août 2005.

NUBIRA S.A., Société Anonyme.

Siège social: L-1840 Luxembourg, 32, boulevard Joseph II.

R. C. Luxembourg B 61.954.

—

Le bilan au 31 décembre 2004, enregistré à Luxembourg, le 5 août 2005, réf. LSO-BH02005, a été déposé au registre

de commerce et des sociétés de Luxembourg, le 11 août 2005.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

(072437.3/657/11) Déposé au registre de commerce et des sociétés de Luxembourg, le 11 août 2005.

WP ROAMING II S.A., Société Anonyme.

Registered office: Luxembourg.

R. C. Luxembourg B 109.462.

—

In the year two thousand and five, on the tenth day of the month of August.
Before Us, Maître Jean-Joseph Wagner, notary residing in Sanem (Grand Duchy of Luxembourg).

Was held an extraordinary general meeting of WP ROAMING II S.A. (the «Company»), a société anonyme having its

registered office at 287-289, route d’Arlon, L-1150 Luxembourg, incorporated by a notarial deed on 29 July, 2005, not
yet published in the Mémorial, Recueil des Sociétés et Associations, (the «Mémorial»).

The meeting was presided by Maître Karl Pardaens, licencié en droit, residing professionally in Luxembourg.
The chairman appointed as secretary and scutineer Mr Richard Brekelmans, residing professionally in Luxembourg.
The chairman declared and requested the notary to state that:
I) It appears from an attendance list established and certified by the members of the bureau that out of the outstanding

three hundred and ten (310) shares, all such shares representing 100% of the capital of thirty one thousand Euro (EUR
31,000.-) are duly represented at this meeting.

II) The shareholders represented, declare having had prior knowledge of the agenda so that the meeting may validly

decide on all the items of the agenda, without any obligation to justify the accomplishment of the convening formalities.

The attendance list, signed by the proxyholder of the shareholders represented and the members of the bureau, shall

remain attached together with the proxies to the present deed and shall be filed at the same time with the registration
authorities.

III) The agenda of the meeting is as follows:
1. Amendment of the nominal value of the Shares in the Company to set it at fifty Euro (EUR 50.-) per Share and

reclassification of the existing three hundred and ten (310) Shares of the Company into six hundred and twenty (620)
Shares with a nominal value of fifty Euro (EUR 50.-) each.

2. Increase of the issued share capital of the Company by an amount of three million two hundred and fifty two thou-

sand one hundred Euro (EUR 3,252,100.-) so as to raise it from its present amount of thirty one thousand Euro (EUR
31,000.-) to three million two hundred and eighty three thousand and one hundred Euro (EUR 3,283,100.-) by the cre-
ation and issue of sixty five thousand forty-two (65,042) new shares having a nominal value of fifty Euro (EUR 50.-) each.

3. Acknowledgement of the details of and reasons for the proposed issue and subscription of the new shares. Waiver

by the shareholders of their preferential subscription right and approval of the special report of the board of directors
foreseen by articles 32-3(5) of the law of 10th August 1915 as amended.

4. Subscription by WP ROAMING IV, S.à r.l., registered with the Registre de commerce et des sociétés de et à Lux-

embourg under number B 109.441, having its registered office at 287-289, route d’Arlon, L-1150 Luxembourg to sixty
five thousand forty-two (65,042) shares of the Company with a nominal value of fifty Euro (EUR 50.-), to be paid up.

5. Creation of an authorised share capital of the Company of two hundred and eighteen million seventy five thousand

Euro (EUR 218,075,000.-) consisting of four million three hundred and sixty one thousand five hundred (4,361,500)
shares each with a nominal value of fifty Euro (EUR 50.-) out of which (i) seven hundred and fifty thousand Euro (EUR
750,000.-) shall be reserved for the issue of a maximum of fifteen thousand (15,000) shares and (ii) two hundred and
seventeen million three hundred and twenty five thousand Euro (EUR 217,325,000.-) shall be reserved for the issue of
a maximum of four million three hundred and forty six thousand five hundred (4,346,500) shares with respect to four
million three hundred and forty six thousand five hundred (4,346,500) convertible preferred equity certificates in one
or more issues on the basis of one (1) share for one (1) convertible preferred equity certificate; and acknowledgement

FIDUCIAIRE DE LUXEMBOURG S.A.
Signature

70563

and approval of the report by the board of directors of the Company made in accordance with article 32-3 (5) of the
law of 10th August, 1915 on commercial companies (as amended) concerning the price, if any, at which the shares of
the Company may be issued, such issues are being made without reserving any preferential subscription rights of existing
shareholders.

6. Consequent amendment of article 5 of the articles of incorporation of the Company, which shall read as follows:
«The issued capital of the Company is set at three million two hundred and eighty three thousand one hundred Euro

(EUR 3,283,100.-) divided into sixty five thousand six hundred and sixty two (65,662) shares all with a nominal value of
fifty Euro (EUR 50.-) per share.

The authorised capital of the Company is set at two hundred and eighteen million seventy five thousand Euro (EUR

218,075,000.-) consisting of four million three hundred sixty one thousand five hundred Euro (EUR 4,361,500.-) shares
each with a nominal value of fifty Euro (EUR 50.-). Any authorised but unissued shares shall laps five (5) years after pub-
lication in the Mémorial of the notarial deed recording the shareholders’ resolution on the authorised share capital. Out
of the authorised share capital:

(i) Seven hundred and fifty thousand Euro (EUR 750,000.-) shall be reserved for the issue of a maximum of fifteen

thousand (15,000) shares; and

(ii) Two hundred and seventeen million three hundred and twenty five thousand Euro (EUR 217,325,000.-) shall be

reserved for the issue of a maximum of four million three hundred and forty six thousand five hundred (4,346,500)
shares with respect to four million three hundred and forty six thousand five hundred (4,346,500) convertible preferred
equity certificates in one or more issues on the basis of one (1) share for one (1) convertible preferred equity certificate.

For the avoidance of any doubt, the shareholders expressly waive any preferential subscription right they may have

regarding the issues of shares contemplated in the preceding paragraph.

In addition the board of directors or its delegate(s) may also, within the limits of the authorised capital and the pro-

visions of these articles of incorporation, issue shares against cash but always reserving the preferential subscription
right of existing shareholders.

Without prejudice to the preceding paragraphs, shares to be subscribed for in cash, shall be offered on a preemptive

basis to the shareholders in proportion of the capital represented by their shares. The right to subscribe may be exer-
cised within a period determined by the board of directors, which may not be less than thirty (30) days from the date
of the subscription period, which shall be notified by registered letter. The right to subscribe shall be transferable
throughout the subscription period, and no restrictions may be imposed on such transferability.

Subject to the preceding paragraphs, the board of directors or its delegate(s) duly appointed by the board may from

time to time issue shares out of the total authorised shares at such times and on such terms and conditions, including
issue price, as the board or its delegate(s) may in its or their discretion resolve.

In case of any additional authorised capital and/or any subsequently renewed authorised capital, the holders of shares

shall be entitled to preemptive rights with respect to shares to be issued, unless waived by the general meeting of share-
holders.

A capital increase within the limits of the authorised capital shall be recorded by a notarial deed, at the request of

the board of directors or its delegate(s) against presentation of the documents establishing the subscription and pay-
ments.»

7. Amendment and restatement of the articles of incorporation of the Company and insertion of new articles 6, 21

and of new paragraphs at article 7 in fine to be read as follows:

Art. 6. Transfer of Shares
6.1. Save with prior HoldCo Consent and save for transfers of Shares permitted to be registered in accordance with

Article 6.3, no Shareholder shall create or permit to exist any Security Interest over any Shares or any Interest in any
Share.

6.2. No Shareholder, other than a member of the Investor Group, shall transfer, grant, declare, create or dispose of

any Interest in any Shares or deal in any other manner with the ownership of, any Shares for a period of 5 years from
10 August 2005, save for transfers of the entire right, title and interest in and to Shares which are:

(a) with prior HoldCo Consent (which consent may be given subject to conditions or restrictions); or
(b) to a Permitted Transferee pursuant to Article 6.7 (Permitted Transfers);
(c) following the issue of and in accordance with the terms of a Tag Along Notice or a Drag Along Notice pursuant

to Articles 6.21 to 6.25 (inclusive) (Tag Along and Drag Along); or

(d) in accordance with Articles 6.26 to 6.31 (inclusive) (Compulsory Transfers),
and, provided in each case, other than with prior HoldCo Consent, that the person acquiring any Share (if such per-

son is not already a party to the Investment and Shareholders’ Agreement whether as an original party or by having
executed a Deed of Adherence) has entered into and delivered to the Company a Deed of Adherence in a legally binding
manner.

6.3. After the initial period mentioned in Article 6.2, Shareholders, other than a member of the Investor Group, may

only grant, declare, create or dispose of any Interest in any Shares or deal in any other manner with the ownership of,
any Shares and Company will only register any transfer of any Share or any Interest in any Share if it is a transfer of the
entire right, title and interest in and to Shares which:

(a) is to a Permitted Transferee pursuant to Article 6.7 (Permitted Transfers); or
(b) is made
(i) in accordance with Articles 6.9 to 6.19 (inclusive) (Pre-emption); or
(ii) following the issue of and in accordance with the terms of a Tag Along Notice or a Drag Along Notice pursuant

to Articles 6.21 to 6.25 (inclusive) (Tag Along and Drag Along); or

(iii) in accordance with Articles 6.26 to 6.31 (inclusive) (Compulsory Transfers); or

70564

(c) is with prior HoldCo Consent (which consent may be given subject to conditions or restrictions);
and, in each case, other than with prior HoldCo Consent, the person acquiring any Share (if such person is not already

a party to the Investment and Shareholders’ Agreement whether as an original party or by having executed a Deed of
Adherence) has entered into and delivered to the Company a Deed of Adherence in a legally binding manner.

6.4. The Directors shall not register any transfer not made in accordance with the provisions of these Articles and

may refuse to register any transfer of Shares which are not fully paid. Any transfer made in breach of these Articles shall
not be enforceable against the Company by the transferee.

6.5. For the purposes of these Articles the following shall be deemed (but without limitation) to be a transfer by a

holder of Shares or an Interest in Shares:

(a) any direction (by way of renunciation or otherwise) by a holder entitled to an allotment or transfer of Shares that

a Share be allotted or issued or transferred to some person other than himself; and

(b) any sale or any other disposition or transfer (including by way of mortgage, charge or other Security Interest) of

any Interest in a Share (including any voting right attached to it), (i) whether or not by the relevant holder, (ii) whether
or not for consideration, and (iii) whether or not effected by an instrument in writing.

6.6. An obligation to transfer a Share under these Articles shall be deemed to be an obligation to transfer the right,

title and interest in and to such Share free from any lien, charge or other encumbrance.

6.7. Subject to Articles 6.4 and 6.8, a Shareholder may at any time transfer any of the Shares held by it in the following

ways:

(a) an individual may transfer any of his Shares to a member of his Family or the trustees of his Family Trust;
(b) the trustees of a Family Trust may, on any change of trustees, transfer any Share held by them in that capacity to

the new trustees of that Family Trust;

that capacity to a person who has an immediate beneficial interest under the Family Trust or to the settlor;

(d) Shares may be transferred by HoldCo to a member of the Investor Group;
(e) Shares may be transferred by HoldCo or any member of the Investor Group pursuant to any share based invest-

ment scheme or share option scheme established pursuant to the Investment and Shareholders’ Agreement;

(f) Shares may be transferred by HoldCo or any member of the Investor Group pursuant to the Schedules to the

Investment and Shareholders’ Agreement;

(g) Shares may be transferred by a nominee to the beneficial owner of such Shares or to another nominee of the

same beneficial owner; and

(h) any member to whom Shares have been transferred by any person pursuant to this Article 6.7 may transfer all or

any Shares back to the original transferor or to any other person to whom the original transferor, if it still held such
Shares, would have been able to transfer them under this Article 6.7.

6.8. If any Family Trust whose trustees hold Shares in the Company ceases to be a Family Trust, the trustees shall

without delay notify the Company that such event has occurred and shall transfer such Shares back to the individual
who originally set up the Family Trust or to such other person if any (designated by that individual) to whom such indi-
vidual, if it still held such Shares, would have been able to transfer them under Article 6.7.

6.9. Save in the case of transfers of Shares made:
(a) in accordance with Article 6.3(c); or
(b) in accordance with Article 6.7 (Permitted Transfers); or
(c) following the issue of and in accordance with the terms of a Tag Along Notice or a Drag Along Notice pursuant

to Articles 6.21 to 6.25 (inclusive) (Tag Along and Drag Along); or

(d) in accordance with Articles 6.26 to 6.31 (inclusive) (Compulsory Transfers),
any Shareholder, other than a member of the Investor Group, (the Offeror) proposing to transfer any Shares, before

transferring such Shares, shall serve a transfer notice on the Company (the Transfer Notice).

6.10. The Transfer Notice:
(a) shall specify:
(i) the number of Shares proposed to be transferred (the Offered Shares);
(ii) the name of the third party to whom the Shares are to be transferred; and
(iii) the price (which, unless prior HoldCo Consent to the contrary is obtained, shall be a cash price) at which the

transfer of the Shares is proposed to be made (the Price);

(b) shall be accompanied by the share certificate(s) (if any) in relation to the Offered Shares;
(c) may not include any provisions not specified in this Article 6.10; and
(d) shall constitute the Company as agent of the Offeror for the sale of the Offered Shares at the Price in accordance

with the provisions of Articles 6.9 to 6.19 (inclusive),

(the Offered Terms).
6.11. The Directors may require to be satisfied in such manner as they may reasonably require that the Offered

Shares are being sold in pursuance of a bona fide sale for the Price stated in the Transfer Notice without any deduction,
rebate or allowance whatsoever to the purchaser and if not so satisfied may make arrangements for the determination
of the Fair Price of the Offered Shares (and, as the case may be, the equivalent non-cash consideration of such Fair Price)
as soon as is reasonably practicable on the basis set out in the definition of Fair Price contained in Article 21. In deter-
mining the Fair Price, any costs and expenses of the Independent Accountants shall be borne by the Company or, to
the extent the Company is not permitted by Luxembourg law to bear such costs and expenses or if the Fair Price is ten
(10) per cent or more lower than the Price, the Offeror.

6.12. If the Fair Price is ten (10) per cent or more lower than the Price, the Directors shall notify the Offeror of the

Fair Price and shall give the Offeror 10 Business Days from the service of the notice to accept the Fair Price by notice

70565

in writing. If such an acceptance notice is not received by the Company within the specified 10 Business Day period, the
Transfer Notice shall be deemed to have been withdrawn. If such an acceptance notice is received by the Company
within the specified 10 Business Day period, the Fair Price shall be substituted for the Price for the purposes of Articles
6.13 to 6.19 (inclusive).

6.13. Subject to Article 6.12, no Transfer Notice once given in accordance with these Articles shall be withdrawn

unless the Offeror is obliged to procure the making of an offer pursuant to Article 6.21 and is unable to procure it. In
that event the Offeror shall be entitled to withdraw such Transfer Notice, without liability to any person, prior to com-
pletion of any transfer.

6.14. As soon as practicable (and not longer than five (5) Business Days after receipt of the Transfer Notice (or, if

applicable, the expiry of the 10 Business Day period in Article 6.12 or 10 Business Days after the Fair Price is determined
under Article 6.11), the Company shall give notice (the Offer Notice) in writing to HoldCo of HoldCo’s right to pur-
chase the Offered Shares at the Price (or, if applicable, the Fair Price). The Offer Notice shall:

(a) specify the number of Offered Shares that are offered to HoldCo and the price per Share being the Price (or, if

applicable, the Fair Price), at which the Offered Shares are offered;

(b) be expressed to be open for acceptance for fifteen (15) Business Days from the date of service;
(c) be irrevocable, save with respect to the circumstances described in Article 6.13; and
(d) be subject to no other terms save as set out in Article 6.10(a) and shall specify that it shall be governed by the

laws of Luxembourg and that completion of the sale of the Offered Shares shall be effected at the registered office by
delivery of the duly executed transfers in respect of the Offered Shares accompanied by share certificates in respect
thereof (if any), against a bankers’ draft in respect of the purchase price therefor.

6.15. HoldCo may at any time before the expiry of the period specified in Article 6.14(b) serve written notice (the

Buy Notice) upon the Company of its desire to purchase all or any of the Offered Shares offered to it on the terms set
out in the Offer Notice. If HoldCo fails to serve a Buy Notice within the terms of this Article 6.15 it shall be deemed
to have declined the offer constituted by the Offer Notice.

6.16. Upon expiry of the acceptance period pursuant to Article 6.14(b):
(a) if a Buy Notice is served in respect of all of the Offered Shares, the Offeror shall be bound to sell, and HoldCo

shall be bound to purchase, the respective numbers of Offered Shares specified in such Buy Notice upon the Offered
Terms;

(b) if a Buy Notice is served in respect of less than the number of Offered Shares offered for sale, the Offeror shall

be bound to transfer to HoldCo the respective numbers of Offered Shares specified in such Buy Notice by way of sale
upon the Offered Terms and may either retain the remaining Offered Shares or sell them to a third party in accordance
with Article 6.19.

6.17. The Company shall within five (5) Business Days of the expiry of the acceptance period pursuant to Article

6.14(b) serve notice on HoldCo and the Offeror setting out which of the options in Article 6.16 applies, how many
Offered Shares HoldCo is required to acquire and on what terms (the Final Notice).

6.18. If HoldCo gave a Buy Notice it shall be bound to buy the Offered Shares that it is required to purchase and the

Offeror shall be bound to sell the Offered Shares that it is required to sell (both pursuant to Article 6.16) within fifteen
(15) Business Days of the Final Notice. If the Offeror after becoming bound to sell any Offered Shares (the Relevant
Shares) fails to do so, then without prejudice to any rights which HoldCo might have against the Offeror for breach of
these Articles:

(a) any HoldCo Director shall be deemed to be the duly appointed agent of the Offeror with full power to execute,

complete and deliver in the name and on behalf of the Offeror all documents necessary to give effect to the transfer of
the Relevant Shares to HoldCo;

(b) the appointment referred to in Article 6.18(a) shall be given in the interest of the Company and HoldCo and is

irrevocable;

and shall enter the name of HoldCo in the shareholders’ register as the holder by transfer of the Relevant Shares;

(d) any HoldCo Director shall forthwith pay, or procure the payment of, the purchase money into a separate bank

account in the Company’s name and if and when the holder shall deliver up his share certificate or certificate(s) (if any)
shall thereupon procure that the Offeror be paid the purchase money, without interest and less any sums owed to the
Company by the Offeror pursuant to these Articles or otherwise;

(e) if, after the transfer of the Relevant Shares, the Offeror remains the registered holder of any Shares which the

Offeror has not become bound to transfer as aforesaid the Company shall, upon the request of the Offeror, issue to
him a new share certificate in relation to such Shares subject to remittance of the share certificate (if any) issued to the
Offeror prior to the transfer of the Relevant Shares; and

(f) the Company shall be permitted to ratify and confirm whatever the person appointed pursuant to Article 6.18(a)

shall do or purport to do by virtue of Article 6.18 and the Company shall indemnify such person against all actions,
proceedings, claims, costs, expenses and liabilities of every description arising from the exercise or the purported ex-
ercise in good faith of any of the powers conferred by this Article 6.18 and notwithstanding that they may have arisen
as a result of a lack of care on the part of such person.

6.19. If the Offeror is entitled to sell any remaining Offered Shares to a third party purchaser pursuant to Article

6.16(b), the Offeror may transfer the remaining Offered Shares to the third party purchaser identified in the Transfer
Notice for cash consideration at a price not less than the Price (or, if applicable, the Fair Price) provided that:

(a) the transfer is completed within three months after the expiry of the acceptance period pursuant to Article

6.14(b);

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(b) the terms applying to such transfer are no more beneficial to the third party purchaser than the Offered Terms;

and

provided for in Article 6.21 has been made and completed.

6.20. If a transfer of Shares is proposed to be made pursuant to these Articles but its completion without regulatory

approval would breach any relevant law or regulation, any time period stated in the procedure to be followed under
these Articles to effect such transfer shall be deemed to be extended until such time as such regulatory approval has
been obtained.

6.21. The intending transferor(s) of any Shares pursuant to Article 6.19 or any member of the Investor Group (other

than in relation to any permitted transfer in accordance with Article 6.7.) (the Seller(s)) shall not complete such transfer
unless it or they ensure(s) that the purchaser offers to buy from each of the other Shareholders the same proportion
of the Shares held by each of them as the number of Shares being transferred by the Seller(s) represents of the total
number of Shares held by the Seller(s) immediately prior to the transfer, at the same cash price per Share as apply to
the purchase of the Shares of the Seller(s) and on no less favourable terms than the terms agreed with the Seller(s). The
offer (the Tag Along Notice) shall:

(a) be irrevocable and unconditional (except for any conditions which apply to the proposed transfer of the Shares

of the Seller(s));

(b) be governed by the laws of Luxembourg;
(c) be open for acceptance during a period of not less than fifteen (15) Business Days after receipt of such offer; and
(d) specify that completion shall be effected at the registered office by delivery of the duly executed instruments of

transfer in respect of the relevant Shares accompanied by share certificates in respect thereof against a bankers’ draft
in respect of any purchase price therefor.

6.22. If the Tag Along Notice is accepted, the proposed transfer shall be conditional upon completion of the Seller(s)’

sale to the third party purchaser and shall be completed at the same time as that sale.

6.23. No Tag Along Notice shall be required pursuant to Article 6.21 if a Drag Along Notice has been served under

Article 6.24.

6.24. If the consequence of any proposed bona fide transfer of any Shares by a member of the Investor Group would

be a Sale, any member of the Investor Group shall have the right to require all the other Shareholders (the Remaining
Shareholders) to transfer all their Shares to the proposed transferee conditional upon such transfer being completed,
by giving notice to that effect to the Remaining Shareholders (the Drag Along Notice). The Drag Along Notice shall be
accompanied by copies of all documents required to be executed by the Remaining Shareholders to give effect to the
transfer and the transfer shall be on the same terms and conditions (including as to the consideration, whether the con-
sideration is cash or newly issued shares in the proposed transferee’s share capital) as shall have been agreed between
the member of the Investor Group and the proposed transferee. No such transfer shall be made to a Connected Person
of the member of the Investor Group other than in connection with a re-organisation in contemplation of a Sale or
Listing in which case (other than a share-for-share exchange where the shareholders of the transferee and their respec-
tive shareholding proportions and classes immediately after the transfer will be identical to those of and held in the Com-
pany immediately prior to such transfer) the right conferred by this Article shall only be exercisable if the Board of
Directors is advised (by a reputable investment bank or other corporate finance advisory firm, the identity of which is
approved by HoldCo Consent) that the terms on which the Shares of the Remaining Shareholders are to be transferred
are fair and reasonable for such Remaining Shareholders and the substance of such advice can be relied upon by the
Remaining Shareholders and is made known to the Remaining Shareholders in the documents included with the Drag
Along Notice. The member of the Investor Group may serve a Drag Along Notice upon any person who becomes a
Shareholder after completion of a Sale upon exercise of rights granted prior to completion of a Sale.

6.25. If a Remaining Shareholder makes default in transferring its Shares (the Dragged Relevant Shares) pursuant to

Article 6.24,

(a) where the consideration is cash:
(i) any HoldCo Director shall be deemed to be the duly appointed agent of the Remaining Shareholder with full power

to execute, complete and deliver in the name and on behalf of the holder all documents necessary to give effect to the
transfer of the Dragged Relevant Shares to the relevant transferee;

(ii) the appointment referred to in Article 6.25(a)(i) shall be given in the interest of the Company and HoldCo and is

irrevocable;

(iii) any HoldCo Director may receive and give a good discharge for the purchase money on behalf of the holder and

enter the name of the transferee in the register of members or other appropriate register as the holder by transfer of
the Dragged Relevant Shares;

(iv) any HoldCo Director shall forthwith pay the purchase money into a separate bank account in the Company’s

name and shall thereupon procure that the Offeror be paid the purchase money, without interest and less any sums
owed to the Company by the Offeror pursuant to these Articles or otherwise; and

(v) the Company shall ratify and confirm whatever the person appointed pursuant to Article 6.25(a)(i) shall do or

purport to do by virtue of Article 6.25 and the Company shall indemnify such person against all actions, proceedings,
claims, costs, expenses and liabilities of every description arising from the exercise or the purported exercise in good
faith of any of the powers conferred by this Article 6.25 and notwithstanding that they may have arisen as a result of a
lack of care on the part of such person.

(b) where the consideration is newly issued shares in the proposed transferee’s share capital, such Remaining Share-

holder shall be deemed to have authorised the Company as his attorney to accept the allotment of shares in the pro-

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posed transferee and on completion of the transfer the proposed transferee shall register such Remaining Shareholder
as the holder of the relevant shares in the capital of the proposed transferee; and

of the transfer the proposed transferee and/or its nominee shall be entered in the relevant register of the Company as
the holder of the Dragged Relevant Shares registered in the name of the Remaining Shareholder.

6.26. When any member of a Departing Manager Investor Group holds Shares in the capital of the Company, the

Board of Directors, acting with HoldCo Director Consent, shall be entitled, at any time and from time to time following
the Cessation Date, to serve a written notice (the Compulsory Transfer Notice) on the Departing Manager Investor.

6.27. The Compulsory Transfer Notice may require each (or any) member of the Departing Manager Investor Group

(the Compulsory Sellers), to transfer such number and class of Shares held by them to such person(s) (the Offeree(s))
in each case as are specified in the Compulsory Transfer Notice and at such prices as are agreed or certified in accord-
ance with Article 6.28. The Compulsory Transfer Notice may reserve the Board of Directors acting with HoldCo Di-
rector Consent the right to finalise the identity of the Offeree(s) and the number and class of Shares to be transferred
once the price for the relevant Shares has been agreed or certified in accordance with Article 6.28. Any Offeree shall
be required before acquiring any Shares (if such person is not already a party to the Investment and Shareholders Agree-
ment whether as an original party or by having executed a Deed of Adherence) to have entered into and delivered to
the Company a Deed of Adherence in a legally binding manner.

6.28. The price at which Shares may be required to be transferred pursuant to Article 6.27 shall be the price agreed

between the Compulsory Sellers and the Board of Directors acting with HoldCo Director Consent (or, if they do not
agree a price within 14 days of the Compulsory Transfer Notice, the price certified by the Independent Accountants
acting as experts and not as arbitrators in accordance with Article 6.29) and shall be no lower than as provided in this
Article 6.28:

(a) The price at which the Shares shall be transferred shall be determined by reference to the reason why the De-

parting Manager Investor becomes a Departing Manager Investor and the Cessation Date as follows:

(i) where the service contract of the Departing Manager Investor with any member after the Company’s Group (or

other arrangement pursuant to which his services are provided to any member of the Company’s Group) is terminated
for a reason constituting a Good Leaver Reason; and

(A) the Cessation Date is before the date 18 months after the date on which the Ordinary Shares were issued to or

purchased by the first member (in point of time) of the Departing Manager Investor Group, the price shall be in respect
of any Ordinary Shares, the lower of the amount paid (by way of purchase or Subscription Price) for the Ordinary Shares
by such first member (in point of time) of the Departing Manager Investor Group who held such Ordinary Shares and
the Fair Price of such Ordinary Shares determined as at the Cessation Date; or

(B) the Cessation Date is after the date 18 months after the date on which the Ordinary Shares were issued to or

purchased by the first member (in point of time) of the Departing Manager Investor Group, the price shall be in respect
of Ordinary Shares, the higher of the amount paid (by way of purchase or Subscription Price) for the Ordinary Shares
by such first member (in point of time) of the Departing Manager Investor Group who held such Ordinary Shares and
the Fair Price of such Ordinary Shares determined as at the Cessation Date.

(ii) where the service contract of the Departing Manager Investor with any member of the Company’s Group (or

other arrangement pursuant to which his services are provided to any member of the Company’s Group) is terminated
for a reason constituting a Bad Leaver Reason, the price shall be in respect of any Ordinary Shares, the lower of the
amount paid (by way of purchase or Subscription Price) for the Ordinary Shares by the first member (in point of time)
of the Departing Manager Investor Group who held such Ordinary Shares and the Fair Price of such Ordinary Shares
determined as at the Cessation Date;

(b) For the purposes of this Article 6.28:
(i) Good Leaver Reason shall mean any of the following reasons:
(A) the death of the Departing Manager Investor;
(B) the ill health or permanent disability of the Departing Manager Investor rendering him incapable of continued full

time employment in his current position (or a comparable position at the location he is employed or otherwise provides
his services at the Cessation Date) with any member of the Company’s Group;

business is sold or otherwise disposed of and the Departing Manager Investor has not been offered materially equivalent
employment with another member of the Company’s Group;

(D) the Departing Manager Investor being made redundant for economic reasons and/or for reasons not connected

to the performance or person of the Departing Manager Investor by any member of the Company’s Group as such term
is defined in the law of the jurisdiction whose law governs his service contract;

(E) the actual retirement of the Departing Manager Investor on or after reaching retirement age in accordance with

his service contract;

(F) the actual retirement of the Departing Manager Investor prior to him reaching retirement age in accordance with

his service contract and as agreed with the Board of Directors but acting with HoldCo Director Consent; or

(G) resignation (provided that the Board of Directors agrees that the resignation is not a breach of his service con-

tract and the resignation is agreed by the Board of Directors acting with HoldCo Director Consent);

(ii) Bad Leaver Reason shall mean any of the following reasons:
(A) the Departing Manager Investor being dismissed by any member of the Company’s Group in circumstances where

his employment may, under his service contract or in the law of the jurisdiction whose law governs his service contract,
be terminated summarily or for cause or without notice or payment in lieu of notice;

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(B) any of the Good Leaver Reasons but where the Departing Manager Investor could have been dismissed as envis-

aged in (A) above or could have been so dismissed but for any legal limitation (for example, but without limitation, a
temporary protection from dismissal due to ill health); or

(C) any reason or circumstance other than a Good Leaver Reason.
(c) Notwithstanding the provisions of this Article 6.28, the Board of Directors may in its absolute discretion, but act-

ing with HoldCo Director Consent decide that a Departing Manager Investor who would otherwise fall within the cat-
egory of a Departing Manager Investor for a Bad Leaver Reason be designated and treated for all purposes connected
with these Articles as if the Departing Employee were a Departing Employee for a Good Leaver Reason.

6.29. The Independent Accountants shall be instructed by the Company to make their determination of the Fair Price

as soon as practicable and in any event within forty five (45) days of the date of their being instructed. The Company
will provide the Independent Accountants with the information they require in order to make their determination and
the Departing Manager Investor and the Company shall each inform the Independent Accountants of their proposed
price of the Shares. In determining the Fair Price, any costs and expenses of the Independent Accountants shall be borne
by the party (in respect of the Company, to the extent permitted by Luxembourg law) whose proposed price for the
Shares the subject of the Compulsory Transfer Notice exceeded the price determined by the Independent Accountants
by the greatest margin (provided that any such margin is in excess of ten per cent (10%) of the Fair Price), or, if any such
margin is equal to or less than ten per cent (10%) of the Fair Price, to the extent permitted by Luxembourg law, the
Company.

6.30. (a) Within 10 Business Days of the price being agreed or certified pursuant to Article 6.28 and 6.30:
(i) the Board of Directors shall confirm and/or notify (as the case may be, in accordance with Article 6.27) the Com-

pulsory Sellers of the names and addresses of the relevant transferee(s) if any;

(ii) the Board of Directors shall notify each Offeree of the number of Share(s) on offer to him; and
(iii) each of the notices referred to in paragraphs (i) and (ii) above shall specify the price per Share and state a date

which is no less than twenty (20) Business Days later, on which the sale and purchase of the Shares is to be completed
(in this Article 6.30 only, the completion date).

(b) A Compulsory Seller must transfer his or its Shares pursuant to the Compulsory Transfer Notice to the relevant

Offeree(s) free from all liens, charges and encumbrances together will all rights attaching to such Shares.

of attorney to execute the transfer of the relevant Shares. On the completion date the Company shall pay the Compul-
sory Sellers, on behalf of each of the Offerees, the agreed or certified price for the relevant Shares to the extent the
Offerees have put the Company in the requisite funds less, if such are to be borne by the Compulsory Sellers, any costs
plus VAT of the Independent Accountants (which the Company shall pay to the Independent Accountants). The Com-
pany’s receipt for the price shall be a good discharge to the Offerees. The Company shall hold the price for the Com-
pulsory Sellers and pay it at the direction of the Compulsory Sellers without any obligation to pay interest.

(d) To the extent the Offerees have not, by the completion date, put the Company in funds to pay the agreed or

certified price (and for the avoidance of doubt, the Offerees shall have no obligation to do so), the Compulsory Sellers
shall be entitled to the return of all relevant documents and the power of attorney to execute the transfer of the rele-
vant Shares and the Compulsory Sellers shall have no further rights or obligations under articles 6.26 to 6.31 in respect
of those Shares.

(e) If a Compulsory Seller fails to deliver all relevant documents and a power of attorney to execute the transfer of

the relevant Shares by the completion date, the Company shall be irrevocably empowered, always after the consent of
the Board of Directors acting with HoldCo Director Consent, to transfer the relevant Shares on the Compulsory Sell-
ers’ behalf to each Offeree to the extent the Offeree has, by the completion date, put the Company in funds to pay the
agreed or certified price for the relevant Shares offered to him. The Board of Directors shall then authorise registration
of the transfer. Upon execution of the transfer of the relevant Shares, the Compulsory Seller shall be entitled to the
agreed or certified price for the relevant Shares.

(f) References in Articles 6.26 to 6.31 to Shares held by any person include Shares issued to that person on the ex-

ercise of any option, warrant or other contractual right to subscribe for shares after service of a Compulsory Transfer
Notice.

6.31. Any Shares held by a member of a Departing Manager Investor Group shall, irrespective of whether the Board

of Directors has served a notice requiring such member to transfer their Shares in accordance with Article 6.26 but
unless the Board of Directors determines otherwise, from the Cessation Date cease to confer upon that member the
right to attend or vote at any general meeting provided that this restriction shall cease in the event that the Shares are
no longer held by such member (or any other member of the Departing Manager Investor Group, or, if earlier, upon a
Sale or Listing.)

Art. 21. Definitions
Acting in concert means persons who, pursuant to an agreement or understanding (whether formal or informal), ac-

tively co-operate, through the acquisition by any of them of Shares, to obtain or consolidate control of the Company
(for the purposes of this definition «control» shall mean a holding, or aggregate holdings, of Shares carrying thirty per
cent (30%) or more of the votes exercisable at general meetings or in a resolution in writing of the Company on all, or
substantially all, matters, irrespective of whether the holding or holdings gives de facto control);

Articles means these articles of incorporation, as altered from time to time;
Board of Directors means the board of directors of the Company from time to time or any duly appointed committee

of it;

Business Day means a day (other than a Saturday or Sunday) on which banks generally are open in London and Lux-

embourg for a full range of business;

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Cessation Date means the date upon which a person becomes a Departing Manager Investor, which shall:
(a) where the employer terminates or purports to terminate a contract of employment by giving notice to the em-

ployee of the termination of the employment, whether or not the same constitutes a wrongful or unfair dismissal, be
the date of that notice (whether or not a payment is made by the employer in lieu of all or part of the notice period
required to be given by the employer in respect of such termination) or such other date as the Board of Directors acting
with prior Investor Consent agree;

(b) where the employee terminates or purports to terminate a contract of employment by giving notice to the em-

ployer of the termination of the employment (whether or not he is lawfully able so to do), be the date of that notice or
such other date as the Board of Directors acting with prior Investor Consent agree;

accepts that the contract of employment has been terminated, be the date of such acceptance by the employee or em-
ployer respectively;

(d) where a contract of employment is terminated under the doctrine of frustration, be the date of the frustrating

event;

(e) where a contract of employment is terminated for any reason other than in the circumstances set out in (a) to

(d) above, be the date on which the action or event giving rise to the termination occurs; and

(f) where a person ceases to hold office as a director or consultant, be the date on which he so ceases whether by

resignation, removal or termination of consultancy agreement (as appropriate);

Company means WP ROAMING II S.A.;
Company’s Group means the Company and its Subsidiaries from time to time;
Compulsory Transfer Notice has the meaning set out in Article 6.26;
Connected Person means:
(a) in relation to an individual, that individual’s spouse, co-habitee, children, grand-children, any Permitted Transferee

of that individual and any person to whom such individual has transferred or would be entitled to transfer Shares under
Article 6.3(c) where HoldCo Consent has been given to such transfer on the basis that the transferee is to be treated
as a Connected Person of the transferor; and

(b) in relation to an undertaking, any member of that undertaking’s group and any Permitted Transferee of that un-

dertaking;

Controlling Interest in relation to an undertaking means:
(a) the ownership or control (directly or indirectly) of shares in that undertaking carrying more than fifty per cent

(50%) of the votes exercisable at general meetings or at resolutions in writing of that undertaking on all, or substantially
all, matters; or

(b) the right to appoint or remove directors of that undertaking having a majority of the voting rights exercisable at

meetings of the board of directors of that undertaking on all, or substantially all, matters;

CPECs means the convertible preferred equity certificates issued by the Company from time to time;
Deed of Adherence means a validly executed deed of adherence to the Investment and Shareholders’ Agreement;
Departing Manager Investor means a Shareholder who is:
(a) an employee or director of any member of the Company’s Group (other than a HoldCo Director) who ceases

to be and is no longer continuing as an employee or director of any member of the Company’s Group; or

(b) an individual whose services are otherwise provided to any member of the Company’s Group whose services

cease to continue to be provided to any member of the Company’s Group,

provided that in either case:
(i) any person who ceases to be an employee of any member of the Company’s Group or whose services cease to

be provided to any member of the Company’s Group but who remains as a director of any member of the Company’s
Group shall not be a Departing Manager Investor until he is no longer a director of any member of the Company’s
Group; and

(ii) any person who ceases to be a director of any member of the Company’s Group but who continues to be em-

ployed by or to provide services to any member of the Company’s Group shall not be a Departing Manager Investor
until he is no longer an employee of or providing services to any member of the Company’s Group.

Departing Manager Investor Group means:
(a) a Departing Manager Investor;
(b) members of the Family of any Departing Managing Investor;
(c) the trustees for the time being of a Family Trust of the Departing Manager Investor;
(d) any other person designated as such for the purposes of Article 6.26 in relation to the Departing Manager Investor

as a condition of any issue of Shares to it by the Company;

(e) any person designated as such for the purposes of Article 6.26 in relation to the Departing Manager Investor as

a condition of any transfer consent given pursuant to Article 6.3(c); and

(f) the nominees of any of the persons in the preceding five categories;
Director means a director of the Company and the Directors means the Company’s directors or any of them acting

as the Board of Directors;

Drag Along Notice has the meaning set out in Article 6.24;
encumbrance means any security interest, option, equity, claim or other third party right (including, without limita-

tion, right of pre-emption) of any nature whatsoever;

Fair Price means the price agreed between a selling holder and the Board of Directors acting with HoldCo Director

Consent in respect of the Shares of such selling holder or, in the absence of such agreement or as provided for in Article

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6.11, in respect of each Share the price certified in writing by the Independent Accountants as being in their opinion the
fair value of such Share calculated on the following basis:

(a) the Independent Accountants shall determine the sum which is the open market value of all of the issued Ordinary

Shares, CPECs and PECs (the Shareholder Funds Value); in making their determination the Independent Accountants
shall have regard, inter alia, to the historic financial performance of the Company’s Group, its forecast performance and
prospects, and the performance and valuations of comparable businesses; in considering the valuations of comparable
businesses whose shares are publicly traded or which have been the subject of change of control transactions the Inde-
pendent Accountants will take into account (as reducing the corresponding valuations) any change of control premia
which affected those valuations;

(b) the Independent Accountants shall deduct from the Shareholder Funds Value the Fair Price of all CPECs and PECs

which shall be the lesser of the aggregate amount which would be payable on the redemption of the CPECs and PECs
including any accrued but unpaid interest thereon and the Shareholder Funds Value (the remainder being the Equity
Value); and

the Fully Diluted Number of Issued Ordinary Shares (and otherwise zero);

Family means the spouse, co-habitee, mother, father, grandmother, grandfather, brother, sister or child of an individ-

ual;

Family Trust means a settlement set up by an individual provided that only such individual and/or members of his

Family are capable of being a beneficiary thereof;

Fully Diluted Number of Issued Ordinary Shares means, at any time, the number of Ordinary Shares which would be

in issue if all conversion rights (other than any conversion rights associated with the CPECs), options, warrants and oth-
er contractual rights to subscribe for such shares which have not lapsed were exercised in full, whether or not such
exercise is subject to any condition(s);

group means in relation to an undertaking (a) that undertaking and its Subsidiaries from time to time and (b) the ul-

timate Holding company (if any) of that undertaking from time to time and (c) every other company which from time
to time is a Subsidiary of the same ultimate Holding company;

HoldCo means WP ROAMING IV, S.à r.l.;
HoldCo Consent means the written approval by or on behalf of HoldCo;
HoldCo Directors means the Directors appointed by the general meeting of shareholders of the Company upon pro-

posal of HoldCo (and HoldCo Director shall be construed accordingly);

HoldCo Director Consent means the written consent of at least one HoldCo Director;
Holding company means an undertaking which in relation to another undertaking, a Subsidiary:
(a) owns or controls (directly or indirectly) shares in the Subsidiary carrying more than fifty per cent (50%) of the

votes exercisable at general meetings or at resolutions in writing of the Subsidiary on all, or substantially all, matters; or

(b) has a right to appoint or remove a majority of its board of directors; or
(c) has the right to exercise a dominant influence over the Subsidiary:
(i) by virtue of the provisions contained in the Subsidiary’s constitutional documents; or
(ii) by virtue of a control contract; or
(d) controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in

the Subsidiary,

for the purposes of this definition:
(i) an undertaking shall be treated as a member of another undertaking if (X) any of its Subsidiaries is a member of

that undertaking; or (Y) any shares in that undertaking are held by a person acting on behalf of it or any of its Subsidiaries;

(ii) an undertaking shall be taken to have the right to exercise a dominant influence over an undertaking only if it has

a right to give directions with respect to the operating and financial policies of that other undertaking with which its
directors are obliged to comply whether or not they are for the benefit of that other undertaking;

(iii) control contract means a contract in writing conferring a dominant influence right which:
(A) is of a kind authorised by the memorandum or articles of association of the undertaking in relation to which the

right is exercisable; and

(B) is permitted by the law under which that undertaking is established; and
(iv) any undertaking which is a Subsidiary of another undertaking shall also be a Subsidiary of any further undertaking

of which that other is a Subsidiary;

Independent Accountants means an independent firm of chartered accountants of recognised international standing

nominated by the Board of Directors;

Interest includes an interest of any kind whatsoever in or to any Share or any right to control the voting or other

rights attributable to any Share, disregarding any conditions or restrictions to which the exercise of any right attributed
to such interest may be subject;

Investment and Shareholders’ Agreement means the investment and shareholders’ agreement existing from time to

time between the Shareholders and the Company and any other party thereto, as the same may be amended from time
to time;

Investor Group means HoldCo, WPPE IX, WPIP, WP MACH I LLC, WP MACH II LLC, WARBURG PINCUS LLC,

WARBURG PINCUS PARTNERS LLC and WARBURG PINCUS & CO. (each an Investor Entity) and:

70571

d. any investor in any Investor Entity or any of the persons in paragraphs (a), (b), (c), (e) or (f) which has or is to

acquire an indirect economic interest in the Group; and

e. any fund managed by any Investor Entity or any of the persons in paragraphs (a), (b), (c), (d) or (f) which has or is

to acquire an indirect economic interest in the Group; and

f. any partnership of which any Investor Entity is a partner; and
g. any nominee of any Investor Entity
and in each case excluding each member of the Group (for the purposes of this definition Group means the Company

and (a) its Subsidiaries from time to time; and (b) the ultimate Holding company of the Company from time to time; and
(c) every other person which is a Subsidiary of the same ultimate Holding company from time to time but in each case
excluding each member of the Investor Group);

Listing means any admission to listing or to trading of Shares on an internationally recognised major securities ex-

change for which prior HoldCo Consent has been obtained and, for the purposes of these Articles only the time (but
not the date) at which a Listing shall be deemed to have occurred shall be determined with HoldCo Consent having
regard to the rules of the relevant exchange;

Material Subsidiary means each member of the Group for the time being other than a Non-Material Subsidiary;
Ordinary Shares means the ordinary shares of EUR 50.- each in the Company’s share capital;
Permitted Transferee means a person to whom Shares or an Interest in Shares are transferred in accordance with

Article 6.7;

PECs means preferred equity certificates issued by the Company from time to time;
Relevant Shares has the meaning set out in Article 6.18;
Sale means the completion of the acquisition (whether through a single transaction or a series of transactions) by a

person or his Connected Persons or persons acting in concert with each other (other than by HoldCo or pursuant to
Article 6.7 (Permitted Transfers)) of Shares or of an Interest in Shares as a result of which such person(s) acquire(s) a
Controlling Interest in the Company;

Security Interest means any mortgage, charge, pledge, lien (other than a lien arising by operation of law), right of set-

off, encumbrance, transfer by way of guarantee or other security interest whatsoever, however created or arising (in-
cluding any analogous security interest under the law of any jurisdiction outside Luxembourg;

Shareholders means the holders of the Shares (and Shareholder shall be construed accordingly);
Shareholder Instrument means (i) Shares, and any right of subscription for or conversion into Shares and (ii) CPECs

and PECs or any other instrument evidencing indebtedness issued by any member of the Company’s Group in conjunc-
tion with any issue of Shares or an instrument carrying rights to subscribe for or convert into Shares but excludes any
debt instrument and warrants issued to investors or lenders who are not Shareholders;

Shares means shares in the Company;
Subscription Price means, in relation to a Share, the amount paid up on that Share, plus the amount of any premium

at which that Share was issued, to the extent the same has not been distributed by way of bonus issue or repayment of
capital to the holder of, and in respect of, that Share;

Subsidiary has the meaning given to it in the definition of Holding company;
Tag Along Notice has the meaning given to it in Article 6.21;
Transfer Notice has the meaning given to it in Article 6.9;
undertaking means a body corporate or partnership or an unincorporated association carrying on trade or a business

with or without a view to profit;

WPIP means WARBURG PINCUS INTERNATIONAL PARTNERS, L.P., constituted as a limited partnership in in

Delaware, USA, and whose principal place of business is at 466 Lexington Avenue, New York, NY 10017-3147, USA;

WP MACH I LLC means WP MACH I LLC, a limited liability company incorporated and existing under the laws of

the State of Delaware with file number 4005869, having its principal place of business at 466 Lexington Avenue, New
York 10017-3147, USA;

WP MACH II LLC means WP MACH II LLC, a limited liability company incorporated and existing under the laws of

the State of Delaware with file number 4005870, having its principal place of business at 466 Lexington Avenue, New
York 10017-3147, USA; and

WPPE IX means WARBURG PINCUS PRIVATE EQUITY IX, L.P., constituted as a limited partnership in Delaware,

USA, and whose principal place of business is at 466 Lexington Avenue, New York, NY 10017-3147, USA.

Art. 7. (in fine). The following matters are reserved to the HoldCo Consent:
(a) Articles
Any alteration of the Articles of the Company except as envisaged in (b) and (h).
(b) Changes in share capital
Save as provided for in these Articles, any change in the authorised or issued share capital of any member of the

Company’s Group including any reduction of share capital, purchase or redemption by a member of the Company’s
Group of its own shares or the issue of any rights to acquire shares or interest in shares (such as options or warrants)
other than pursuant to any share option scheme or other scheme based incentive scheme agreed pursuant to clause 5
provided that this restriction shall not apply to an issue of shares from one member of the Company’s Group to another
member of the Company’s Group.

(c) Change in nature of Business
Any material change in the nature or scope of the business carried on by the Company’s Group.
(d) Dividends
Any declaration or payment of any dividend (whether final or interim) or other distribution by the Company.
(e) Acquisitions and disposals

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Any subscription for or acquisition or disposal by a member of the Company’s Group (whether in a single transaction

or series of transactions) of any business (or any material part of any business) or any shares in any undertaking.

(f) Directors
(i) The appointment or removal of anyone as a Director (other than the HoldCo Directors).
(ii) The delegation of any powers of the Directors pursuant to Article 13.
(g) Auditors
The appointment or removal of the Company’s auditors.
(h) Accounting Reference Date
Any alteration to the accounting reference date of the Company or to the accounting policies of the Company unless

such alteration is required by law or relevant accounting requirements.

(i) Class rights
Any modification, variation or abrogation of the rights attaching to any class of Shares.
(j) Insolvency Proceedings
(i) Any admission by the Company or any Material Subsidiary of its inability to pay its debts as they fall due, or the

suspension of payment on any of its debts (other than where it is disputing such payment in good faith) or the announce-
ment of its intention to do so;

(ii) Any step by the Company or any Material Subsidiary with a view to a composition, moratorium, assignment or

similar arrangement with any of its creditors;

(iii) Any convening by the Company or any Material Subsidiary, its directors or its members of a meeting for the pur-

pose of considering any resolution for, or any proposal to petition for, or to file documents with the court for, its wind-
ing-up, administration (whether out of court or otherwise) or dissolution or any such resolution being passed;

(iv) Any assistance in the presentation of, or any failure to oppose in a timely manner a petition for, the winding-up,

administration (whether out of court or otherwise) or dissolution of the Company or any Material Subsidiary;

(v) Any request by the directors or other officers of the Company or any Material Subsidiary for the appointment of,

or the giving of any notice of their intention to appoint, or the taking of any step with a view to appointing a liquidator,
trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator (whether
out of court or otherwise) or similar officer;

(vi) Any other voluntary action by the Company or any Material Subsidiary in furtherance of its liquidation, adminis-

tration (out of court or otherwise), reorganisation, dissolution or the termination of its corporate status;

(vii) Any action of a similar nature to (i) to (vi) above in any jurisdiction outside Luxembourg in relation to the Com-

pany or any Material Subsidiary.

(k) Connected party transactions
Any transaction or arrangement or agreement between (i) a Director or a Shareholder (other than a member of the

Investor Group) (or any connected person of a Director or a Shareholder (other than a member of the Investor Group)
or a Shareholder (or any connected person of a Shareholder); and (ii) any member of the Company’s Group.

(l) Release of obligations
Any release, modification or abrogation of any liabilities, obligations or covenants owed to the Company by any

Shareholder.

Provided that notwithstanding the provisions of this dispositions, the Company shall not be prevented from taking

any actions necessary to comply with all and any law and regulations relating to the Company’s business.

8. Renumbering of the articles 6 to 19 of the articles of incorporation of the Company.
After the foregoing was approved by the meeting, the meeting unanimously took the following resolutions:

First resolution

The meeting resolved to amend the nominal value of the Shares in the Company to set it at fifty Euro (EUR 50.-) per

Share and to reclassify the existing three hundred and ten (310) Shares of the Company into six hundred and twenty
(620) Shares with a nominal value of fifty Euro (EUR 50.-) each.

Second resolution

The meeting resolved to increase the Company’s share capital by an amount of three million two hundred and fifty

two thousand one hundred Euro (EUR 3,252,100.-) so as to raise it from its present amount of thirty one thousand Euro
(EUR 31,000.-) to tree million two hundred and eighty three thousand one hundred Euro (EUR 3,283,100.-) by the cre-
ation and issue of sixty-five thousand forty two (65,042) new shares and having a nominal value of fifty Euro (EUR 50.-)
each.

Third resolution

The shareholders declared and the meeting acknowledged to have been fully informed of the details of and reasons

for the issue and subscription of the sixty-five thousand forty-two (65,042) new shares.

The meeting acknowledged that the Shareholders of the Company have waived their preferential subscription right

and that they have approved the special report of the board of directors foreseen by article 32-3(5) of the law of 10th
August 1915 as amended.

Fourth resolution

The meeting resolved and approved the subscription and the payment by WP ROAMING IV, S.à r.l., registered with

the Registre de commerce et des sociétés de et à Luxembourg under number B 109.441, having its registered office at
287-289, route d’Arlon, L-1150 Luxembourg, of the sixty five thousand forty two (65,042) shares of the Company with
a nominal value of fifty Euro (EUR 50.-).

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Fifth resolution

The meeting decided to approve the creation of an authorised share capital of the Company of two hundred and

eighty million seventy five thousand Euro (EUR 218,075,000.-) consisting of four million three hundred and sixty one
thousand five hundred (4,361,500) shares each with a nominal value of fifty Euro (EUR 50.-) out of which (i) seven hun-
dred and fifty thousand Euro (EUR 750,000.-) shall be reserved for the issue of a maximum of fifteen thousand (15,000)
shares and (ii) two hundred and seventeen million three hundred and twenty five thousand Euro (EUR 217,325,000.-)
shall be reserved for the issue of a maximum of four million three hundred and forty six thousand five hundred
(4,346,500) shares with respect to four million three hundred and forty six thousand five hundred (4,346,500) convert-
ible preferred equity certificates in one or more issues on the basis of one (1) share for one (1) convertible preferred
equity certificate and to acknowledge and to approve the report by the board of directors of the Company made in
accordance with article 32-3 (5) of the law of 10th August, 1915 on commercial companies (as amended) concerning
the price, if any, at which the shares of the Company may be issued, such issues are being made without reserving any
preferential subscription rights of existing shareholders.

Sixth resolution

The meeting decided to consequent amend article 5 of the articles of incorporation of the Company, which shall read

as follows:

Art. 5. «The issued capital of the Company is set at three million two hundred and eighty three thousand and one

hundred Euro (EUR 3,283,100.-) divided into sixty five thousand six hundred and sixty two (65,662) shares all with a
nominal value of fifty Euro (EUR 50.-) per share.

The authorised capital of the Company is set at two hundred and eighteen million seventy five thousand Euro (EUR

218,075,000.-) consisting of four million three hundred sixty one thousand five hundred (4,361,500) shares each with a
nominal value of fifty Euro (EUR 50.-). Any authorised but unissued shares shall laps five (5) years after publication in
the Mémorial of the notarial deed recording the shareholders’ resolution on the authorised share capital. Out of the
authorised share capital: