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U X E M B O U R G

MEMORIAL

Journal Officiel

du Grand-Duché de

Luxembourg

MEMORIAL

Amtsblatt

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

C — N° 1922

17 septembre 2010

SOMMAIRE

318 Air Investments S.à r.l. . . . . . . . . . . . . .

92256

ArcelorMittal Flat Carbon Europe S.A. . .

92210

Asbury Park S. à r.l. . . . . . . . . . . . . . . . . . . . .

92251

Ashendale & Breckland S.A. . . . . . . . . . . . . .

92251

Babylon S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

92251

Brioche Dorée Luxembourg . . . . . . . . . . . .

92254

Capital Européen S.A. . . . . . . . . . . . . . . . . . .

92252

Captiva Capital II S.à r.l. . . . . . . . . . . . . . . . .

92256

Colorado Stuttgart S.A. . . . . . . . . . . . . . . . .

92256

Constructions Cardoso Antonio S.A. . . . .

92252

Even RX Properties S.C.A. . . . . . . . . . . . . . .

92251

Fesbo S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92256

Five Arrows Investments S.C.A. SICAR

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92256

H.E.M.C.O. S.à.r.l. . . . . . . . . . . . . . . . . . . . . . .

92251

Injo S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92254

Injo S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92254

International Intellectual Capital Provider

s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92254

Lingora S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

92252

LS-I Executives S.A. . . . . . . . . . . . . . . . . . . . .

92252

LS-I Executives S.A. . . . . . . . . . . . . . . . . . . . .

92253

LS-I Executives S.A. . . . . . . . . . . . . . . . . . . . .

92253

LS-I Executives S.A. . . . . . . . . . . . . . . . . . . . .

92252

LS-I Executives S.A. . . . . . . . . . . . . . . . . . . . .

92252

Mc Kinley S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

92253

Moor Park Fortuny Holdings Luxembourg

S. à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92254

Multilux Finance Holding S.A. . . . . . . . . . . .

92253

PA BE 1 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

92210

PA BE 2 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

92210

PA BE 3 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

92210

PA BE 4 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

92210

PA BE S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

92210

Pecundria S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

92250

Pennant Holding S.à r.l. . . . . . . . . . . . . . . . . .

92253

Taurus Properties S.à r.l. . . . . . . . . . . . . . . .

92255

Unifinance S.A. . . . . . . . . . . . . . . . . . . . . . . . .

92255

WAGENER Frères . . . . . . . . . . . . . . . . . . . . .

92255

WAGENER Frères . . . . . . . . . . . . . . . . . . . . .

92255

WOOD & Company Group S.A. . . . . . . . . .

92255

92209

U X E M B O U R G

ArcelorMittal Flat Carbon Europe S.A., Société Anonyme.

Siège social: L-1931 Luxembourg, 19, avenue de la Liberté.

R.C.S. Luxembourg B 2.050.

Les comptes annuels au 31 décembre 2009 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2010099812/9.
(100112708) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 juillet 2010.

PA BE 1 S.A., Société Anonyme,

(anc. PA BE S.A.).

Capital social: EUR 267.725,00.

Siège social: L-1653 Luxembourg, 2-8, avenue Charles de Gaulle.

R.C.S. Luxembourg B 48.327.

PA BE 2 S.A., Société Anonyme.

Capital social: EUR 31.000,00.

Siège social: L-1653 Luxembourg, 2-8, avenue Charles de Gaulle.

R.C.S. Luxembourg B 155.406.

PA BE 3 S.A., Société Anonyme.

Capital social: EUR 31.000,00.

Siège social: L-1653 Luxembourg, 2-8, avenue Charles de Gaulle.

R.C.S. Luxembourg B 155.407.

PA BE 4 S.A., Société Anonyme.

Capital social: EUR 31.000,00.

Siège social: L-1653 Luxembourg, 2-8, avenue Charles de Gaulle.

R.C.S. Luxembourg B 155.408.

SCISSION PARTIELLE

In the year two thousand and ten, on the thirty-first day of the month of August.
Before Us, Maître Gérard Lecuit, notary, residing in Luxembourg (Grand Duchy of Luxembourg).
Is held the extraordinary general meeting of shareholders (the "Meeting") of PA BE S.A., a public limited liability

company (société anonyme) having its registered office at 2-8, avenue Charles de Gaulle, L-1653 Luxembourg, Grand
Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 48.327 (the
"Company"), incorporated pursuant to a deed of Maître Francis Kesseler, notary residing In Esch-sur-Alzette, Grand
Duchy of Luxembourg of 29 July 1994 published in the Mémorial C, Recueil des Sociétés et Associations number 469
dated 19 November 1994. The Company's articles of incorporation (the "Articles") have lastly been amended by a deed
of the undersigned notary, residing then in Hesperange dated 21 December 2001, published in the Mémorial C, Recueil
des Sociétés et Associations number 727 dated 13 May 2002, in particular the Company's name and object have been
changed.

The Meeting is chaired by Mrs. Isabelle Lentz, attorney-at-law, residing professionally in Luxembourg,
who appoints as secretary Mr. Mustafa Nezar, lawyer, residing in Russange (F).
The Meeting appoints as scrutineer Mr. Paul Witte, attorney-at-law, residing professionally in Luxembourg.
The board of the Meeting having thus been constituted, the chairman declared and requested the notary to state:
I) That the shareholder represented at the Meeting, the proxy of the represented shareholder and the number of its

shares are shown on an attendance list; this attendance list, after having been controlled by the proxy of the represented
shareholder and by the board of the Meeting, has been signed by the board of the Meeting and will remain annexed to
the present deed to be filed at the same time with the registration authorities.

II) That the proxy given by the represented shareholder to the present Meeting, after having been signed "ne varietur"

by the parties and the acting notary, shall also remain attached to the present deed with which it will be registered.

III) That as a result of the aforementioned attendance list all 43,200 shares issued are represented at the present

Meeting, which is consequently constituted and may validly deliberate and decide on the different items of the agenda.

IV) That the agenda of the present Meeting is as follows:

92210

U X E M B O U R G

Agenda

1) To hear an explanatory report from the board of directors (conseil d'administration) of the Company concerning

the partial demerger of the Company by incorporation of three new Luxembourg public limited liability companies (so-
ciétés anonymes) (the "Newly Incorporated Companies") by spinning-off 50 % of its 35 % participation in Gipafin S.à r.l.,
a private limited liability company (société à responsabilité limitée), existing under the laws of the Grand Duchy of Lu-
xembourg, having its registered office at 2-8, Avenue Charles de Gaulle, L-1653 Luxembourg, Grand Duchy of Luxem-
bourg, registered with the Luxembourg Trade and Companies Register under number B 59.727 and having a share capital
of nine hundred ninety-nine million nine hundred ninety-eight thousand Euro (EUR 999,998,000.-) ("Gipafin") pursuant
to which each of the Newly Incorporated Companies shall receive 5.833 % of the shares in Gipafin and 17.5 % of the
shares in Gipafin shall remain held by the Company (the "Partial Demerger");

2) To confirm the renouncement by the sole shareholder, in accordance with article 296 of the Luxembourg law of

10 August 1915 concerning commercial companies, as amended (the "LCC"), to the establishment of a report of the
board of directors (conseil d'administration) of the Company explaining and justifying from an economic and legal point
of view the terms of the partial demerger published in the Mémorial C, Receuil des Sociétés et Associations n° 1530
dated 27 July 2010 on page 73394 (the "Demerger Plan") in relation to the Partial Demerger;

3) To confirm the renouncement by the sole shareholder, in accordance with article 296 of the LLC, to the establish-

ment of a report of an independent expert examining the Demerger Plan, especially the share exchange ratio;

4) To approve the Partial Demerger at book value by incorporation of three new public limited liability companies

(sociétés anonymes);

5) To approve the Demerger Plan such as published in the Mémorial C, Recueil des Sociétés et Associations n° 1530

dated 27 July 2010 on page 73394 and lodged with the Luxembourg Trade and Companies Register, except that the share
capital of each of the Newly Incorporated Companies will be set at thirty-one thousand Euro (EUR 31,000.-) represented
by three hundred ten (310) shares with a nominal value of one hundred Euro (EUR 100.-) each, as contemplated by the
explanatory report from the board of directors (conseil d'administration) of the Company;

6) To approve the transfer to each of the Newly Incorporated Companies of 5.833 % (corresponding to one hundred

seventy-five (175)) of the shares in Gipafin, currently held by the Company;

7) To approve (a) the allocation by the Newly Incorporated Companies to the sole shareholder of the Company, in

exchange for the contributed assets under 5) above, (i) of three hundred ten (310) shares with a nominal value of one
hundred Euro (EUR 100.-) each in the capital of the newly incorporated company PA BE 2 S.A., (ii) of three hundred ten
(310) shares with a nominal value of one hundred Euro (EUR 100.-) each in the capital of the newly incorporated company
PA BE 3 S.A. and (iii) of three hundred ten (310) shares with a nominal value of one hundred Euro (EUR 100.-) each in
the capital of the newly incorporated company PA BE 4 S.A. (b) as well as the full payment of the nominal value of the
newly issued shares and of a share premium corresponding to the difference between the value of the net assets contri-
buted and the nominal value of the shares subscribed for plus an amount to be allocated to the legal reserve of each of
the Newly Incorporated Companies;

8) To incorporate the Newly incorporated Companies and to draw-up their articles of incorporation;
9) To approve the terms of delivery of the shares issued by the Newly Incorporated Companies in accordance with

the published Demerger Plan, i.e. the shares are issued as registered shares;

10) To set the date of entry into effect of the Partial Demerger (the "Effective Date"), as defined in the Demerger Plan,

on the date of the present general shareholder's meeting, in accordance with article 301 of the LLC;

11) To approve that all the operations of the Company shall be regarded from an accounting point of view as carried

out on behalf of the Newly Incorporated Companies as of the Effective Date;

12) To proceed, as from the Effective Date, to the transmission, both as between the Company and PA BE 2 S.A. and

vis-à-vis third parties, of 5.833 % (corresponding to one hundred seventy-five (175)) of the shares in Gipafin held by the
Company to PA BE 2 S.A.;

13) To proceed, as from the Effective Date, to the transmission, both as between the Company and PA BE 3 S.A. and

vis-à-vis third parties, of 5.833 % (corresponding to one hundred seventy-five (175)) of the shares in Gipafin held by the
Company to PA BE 3 S.A.;

14) To proceed, as from the Effective Date, to the transmission, both as between the Company and PA BE 4 S.A. and

vis-à-vis third parties, of 5.833 % (corresponding to one hundred seventy-five (175)) of the shares in Gipafin held by the
Company to PA BE 4 S.A.;

15) To reduce the share capital of the Company without cancellation of shares, as a result of the Partial Demerger,

by an amount of ninety-three thousand Euro (EUR 93,000.-) so as to bring it from its current amount of two hundred
sixty-seven thousand seven hundred twenty-five Euro (EUR 267,725.-), represented by forty-three thousand two hundred
(43,200) shares without nominal value, to one hundred seventy-four thousand seven hundred twenty-five Euro (EUR
174,725.-), represented by forty-three thousand two hundred (43,200) shares without nominal value;

16) To change the name of the Company to "PA BE 1 S.A.",
17) To restate article 1 and the first paragraph of article 4 of the Articles so as to reflect the resolutions to be adopted

under items 14 and 15 and to give them the following content:

92211

U X E M B O U R G

"Art. 1

. Il est formé une société anonyme sous la dénomination "PA BE 1 S.A.""; and

"Art. 4. Le capital social de la société est fixé à CENT SOIXANTE-QUATORZE MILLE SEPT CENT VINGT-CINQ

EURO (174.725,- EUR) représenté par quarante-trois mille deux cents (43.200) actions sans désignation de valeur no-
minale."; and

18) Miscellaneous.

Declaration

The chairman confirms that:
1. the Demerger Plan has been approved by the board of directors (conseil d'administration) of the Company during

a board meeting held on 21 July 2010;

2. the Demerger Plan has been filed with the Luxembourg Trade and Companies Register and has been published in

the Mémorial C, Receuil des Sociétés et Associations number 1530 dated 27 July 2010, i.e. at least one month before the
date of the present Meeting;

3. the respective documents required pursuant to article 295 para. 1 lit. a) to c) of the LLC have been deposited at

the registered office of the Company, for inspection by its sole shareholder, at least one month before the date of the
present Meeting;

This having been declared, the chairman requested the notary to record the following resoutions:

Preliminary statement

In the Demerger Plan as approved by the board of directors (conseil d'administration) of the Company during a meeting

of the board of directors (conseil d'administration) held on 21 July 2010, published in the Mémorial C, Receuil des Sociétés
et Associations number 1530 dated 27 July 2010, a material error has occurred.

This material error consists in the mention of the number of shares of each of the Newly incorporated Companies

representing the share capital. It was indicated a share capital of thirty-one thousand Euro (EUR 31,000.-) divided into
three thousand one hundred (3,100) shares with a nominal value of one hundred Euro (EUR 100.-) each, when it should
be indicated thirty-one thousand Euro (EUR 31,000.-) divided into three hundred ten (310) shares with a nominal value
of one hundred Euro (EUR 100.-) each.

After this statement, the Meeting declared and confirmed the share capital and the number of shares of each of the

Newly Incorporated Companies and it is necessary to rectify this error wherever it belongs.

First resolution

The Meeting RESOLVES to confirm the renouncement by the sole shareholder, in accordance with articles 296 of the

LLC, to the establishment of a report of the board of directors (conseil d'administration) of the Company explaining and
justifying from an economic and legal point of view the Demerger Plan in relation to the Partial Demerger.

Second resolution

The Meeting RESOLVES to confirm the renouncement by the sole shareholder, in accordance with articles 296 of the

LLC, to the establishment of a report of an independent expert examining the Demerger Plan, especially the share
exchange ratio.

Third resolution

The Meeting RESOLVES to approve the Partial Demerger at book value by incorporation of three new public limited

liability companies (sociétés anonymes).

Fourth resolution

The Meeting RESOLVES to approve the Demerger Plan such as published in the Mémorial C, Recueil des Sociétés et

Associations n° 1530 dated 27 July 2010 on page 73394 and lodged with the Luxembourg Trade and Companies Register,
except that the share capital of each of the Newly Incorporated Companies will be set at thirty-one thousand Euro (EUR
31,000.-) represented by three hundred ten (310) shares with a nominal value of one hundred Euro (EUR 100.-) each, as
contemplated by the explanatory report from the board of directors (conseil d'administration) of the Company.

Fifth resolution

The Meeting RESOLVES to approve the transfer to each of the Newly Incorporated Companies of 5.833% (corres-

ponding to one hundred seventy-five (175)) of the shares in Gipafin, currently held by the Company.

Sixth resolution

The Meeting RESOLVES to approve (a) the allocation by the Newly incorporated Companies to the sole shareholder

of the Company, in exchange for the contributed assets under 5) above, (i) of three hundred ten (310) shares with a
nominal value of one hundred Euro (EUR 100.-) each in the capital of the newly incorporated company PA BE 2 S.A., (ii)
of three hundred ten (310) shares with a nominal value of one hundred Euro (EUR 100.-) each in the capital of the newly

92212

U X E M B O U R G

incorporated company PA BE 3 S.A. and (iii) of three hundred ten (310) shares with a nominal value of one hundred Euro
(EUR 100.-) each in the capital of the newly incorporated company PA BE 4 S.A. as well as of (b) the full payment of the
nominal value of the newly issued shares and of a share premium corresponding to the difference between the value of
the net assets contributed and the nominal value of the shares subscribed for plus an amount to be allocated to the legal
reserve of each of the Newly Incorporated Companies.

Seventh resolution

The Meeting RESOLVES to incorporate each of the Newly Incorporated Companies, the articles of incorporation of

which shall read as stated in the Demerger Plan published in the Mémorial C, Recueil des Sociétés et Associations n°
1530 dated 27 July 2010 on page 73394, except that the share capital of each of the Newly Incorporated Companies will
be set at thirty-one thousand Euro (EUR 31,000.-) represented by three hundred ten (310) shares with a nominal value
of one hundred Euro (EUR 100.-) each, as contemplated by the explanatory report from the board of directors (conseil
d'administration) of the Company, and RESOLVES to draw up the deed of incorporation of each of the Newly Incorpo-
rated Companies as follows:

PA BE 2 S.A.
Société anonyme
Registered office: 2-8, avenue Charles de Gaulle, L-1653 Luxembourg

"Chapter I. Form, Corporate name, Registered office, Object, Duration

Art. 1. Corporate form. There is hereby established among the subscriber(s) and all those who may become owners

of the shares hereafter issued, a company in the form of a public limited liability company (the "Company") which will be
governed by the laws of the Grand Duchy of Luxembourg and by the present articles of incorporation (the "Articles of
Incorporation").

The Company will exist under the name of "PA BE 2 S.A.".

Art. 2. Registered office. The Company will have its registered office within the municipality of Luxembourg.
The registered office may be transferred to any other place within the municipality of Luxembourg by a resolution of

the Director or, as the case may be, of the Board of Directors.

Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of

the Director or, as the case may be, the Board of Directors.

In the event that in the view of the Director or, as the case may be, of the Board of Directors extraordinary political,

economic or social developments occur or are imminent that would interfere with the normal activities of the Company
at its registered office or with the ease of communications with such office or between such office and persons abroad,
it may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances.
Such temporary measures wilt have no effect on the nationality of the Company, which, notwithstanding the temporary
transfer of the registered office, will remain a company governed by the laws of the Grand Duchy of Luxembourg. Such
temporary measures will be taken and notified to any interested parties by one of the bodies or persons entrusted with
the daily management of the Company.

Art. 3. Corporate object. The object of the Company is the acquisition and holding of interests in Luxembourg and/

or in foreign undertakings, as well as the administration, development and management of such holdings.

The Company may provide any financial assistance to the undertakings forming part of the group of the Company such

as, among others, the providing of loans and the granting of guarantees or securities in any kind or form. The Company
may pledge, transfer, encumber or otherwise create security over some or all its assets.

The Company may borrow in any kind or form and issue bonds, notes, securities, debentures and certificates.
The Company may also use its funds to invest in real estate and in intellectual property rights or any other movable

or immovable assets in any kind or form.

In a general fashion the Company may carry out any commercial, industrial or financial operation, which it may deem

useful in the accomplishment and development of its purposes.

Art. 4. Duration. The Company is formed for an unlimited period of time.

Chapter II. Share capital

Art. 5. Share capital. The subscribed share capital of the Company is set at thirty-one thousand Euro (EUR 31,000.-)

divided into three hundred ten (310) shares with a nominal value of one hundred Euro (EUR 100.-) each.

An authorized share capital is set at five hundred thousand Euro (EUR 500,000.-) represented by five thousand (5,000)

shares with a nominal value of one hundred Euro (EUR 100.-) per share.

The Board of Directors is authorised and empowered to:
- realise any increase of the share capital within the limits of the authorised share capital in one or several successive

tranches, by the issuance of additional shares (under the conditions provided above), against payment in cash or in kind,
by conversion of claims, integration of reserved profits or in any other manner;

92213

U X E M B O U R G

- determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the

subscription of and paying-up on the additional shares;

- remove or limit for the existing shareholder(s) a preferential right to subscribe to the additional shares to be issued;

and

- determine whether a share premium will be paid on the additional shares to be subscribed and issued and the amount

of such share premium.

These authorizations are valid for a period ending on 5 years from incorporation, and they may be renewed by a

general meeting of shareholder(s) for those shares of the authorized share capital which up to that date will not have
been issued by the Board of Directors.

Following each increase of the share capital, realised and duly stated in the form provided for by the law, article 5 will

be modified so as to reflect the actual increase. Such modification will be recorded in authentic form by the Board of
Directors or by any person duly authorised and empowered by it for this purpose.

Art. 6. Shares. The shares will be in the form of registered or in the form of bearer shares, at the option of the

shareholder(s).

If the Company issues registered shares, a shareholders' register, which may be examined by any shareholder, will be

kept at the registered office. The register will contain the precise designation of each shareholder and the indication of
the number of shares held, the indication of the payments made on the shares as well as the transfers of shares and the
dates thereof.

Each shareholder will notify to the Company by registered letter its address and any change thereof. The Company

will be entitled to rely on the last address thus communicated.

Ownership of a registered share will result from the recordings in the shareholders' register.
The transfers of shares will be carried out by a declaration of transfer entered into the shareholders' register, dated

and signed by the transferor and the transferee or by their representative(s). The transfers of shares may also be carried
out in accordance with the rules on the transfer of claims laid down in article 1690 of the Luxembourg Civil Code.
Furthermore, the Company may accept and enter into the shareholders' register any transfer referred to in any corres-
pondence or other document showing the consent of the transferor and the transferee.

Certificates reflecting the recordings in the shareholders' register will be delivered to the shareholders.
The Company may issue multiple share certificates. Shares may be held in trust by one or several shareholders.

Art. 7. Increase and Réduction of share capital. The capital of the Company may be increased or reduced one or several

times by a resolution of the sole shareholder, or as the case may be, of the general meeting of shareholders voting with
the quorum and majority rules set by these Articles of Incorporation or, as the case may be, by the law for any amendment
of these Articles of Incorporation.

The capital of the Company may be increased by a contribution in cash or by a contribution in kind. If the new shares

are to be subscribed for by a contribution in cash, they will be offered by preference to the existing shareholder(s) in
proportion to the part of the capital which those shareholders are holding. The Director or, as the case may be, the
Board of Directors shall determine the period within which the preferred subscription right shall be exercised. This period
may not be less than thirty days.

Notwithstanding the above, the sole shareholder or, as the case may be, the general meeting of shareholders, voting

with the quorum and majority rules required for any amendment of the Articles of Incorporation, may limit or withdraw
the preferential subscription right or authorise the Director or, as the case may be, the Board of Directors to do so.

Art. 8. Acquisition of own shares. The Company may acquire its own shares.
The acquisition and holding of its own shares will be in compliance with the conditions and limits established by the

law.

Chapter III. Management, Statutory auditors

Art. 9. Directors / Board of directors. In the event the Company is composed of a single shareholder, the latter may

appoint a single director (the "Director") or a board of directors, composed of at least three members who could be
shareholders (the "Board of Directors").

In the event the Company is composed of several shareholders, the general meeting of shareholders will appoint a

Board of Directors, composed of at least three members who could be shareholders.

Unless otherwise expressed, reference to directors include the sole Director.
The sole shareholder or, as the case may be, the general meeting of shareholders may decide to appoint one or several

Class A Director(s) and one or several Class B Director(s).

The Director(s) shall be appointed by the sole shareholder, or as the case may be, by the general meeting of share-

92214

U X E M B O U R G

any time, with or without cause, by a resolution of the sole shareholder, or as the case may be, of the general meeting
of shareholders.

If a corporate entity is appointed as Director, it shall designate an individual to exercise its functions and act in the

name and behalf of the corporate entity.

In the event of a vacancy on the Board of Directors, if applicable, the remaining Directors may meet and may elect a

director to fill such vacancy until the next general meeting of shareholders.

Directors shall not disclose, even after the term of their mandate, information on the Company made available to

them, the disclosure of which may be detrimental to the Company's Interests, except when such a disclosure is mandatory
by law or in public interest.

Art. 10. Meeting of the board of directors. The Board of Directors shall appoint from among its members a chairman

(the "Chairman"). It may also appoint a secretary, who need not be a Director and who will be responsible for keeping
the minutes of the meetings of the Board of Directors and of the shareholder(s).

The Board of Directors will meet upon receiving a written notice for such a meeting from the Chairman. A meeting

of the Board of Directors must be convened if any two Directors so require.

The Chairman will preside at all meetings of the Board of Directors, except that in his absence the Board of Directors

may appoint another Director as chairman pro tempore by vote of the majority present or represented at such meeting.

Except in cases of urgency or with the prior consent of all those entitled to attend, at least twenty-four hours' written

notice of board meetings shall be given. Any such notice shall specify the date, time and place of the meeting as well as
the agenda and the nature of the business to be transacted.

If all the members of the Board of Directors are present at the meeting of the Board of Directors and if they state

that they have been informed of the agenda of the meeting, the meeting may be held without prior notice. The notice
may be waived by the consent in writing of each Director. No separate notice is required for meetings held at times and
places specified in a schedule previously adopted by resolution of the Board of Directors.

Every Board meeting shall be held at the registered office of the Company or such other place in Luxembourg as the

Board of Directors may from time to time determine.

Any Director may act at any meeting of the Board of Directors by appointing in writing another Director as his proxy.
A quorum of the Board of Directors shall be the presence or the representation of a majority of the Directors holding

office.

Decisions will be taken by a majority of the votes of the Directors present or represented at such meeting. The

chairman has a casting vote.

One or more Directors may participate in a meeting by means of a conference call, by videoconference or by any

similar means of communication thus enabling several persons participating therein to simultaneously communicate with
each other. Such participation shall be deemed equivalent to a physical presence at the meeting. Such meetings shall be
considered equivalent as a meeting held at the registered office of the Company.

In case of urgency, a written decision, signed by all the Directors, is proper and valid as though it had been adopted

at a meeting of the Board of Directors which was duly convened and held. Such a decision can be documented in a single
document or in several separate documents having the same content and each of them signed by one or several Directors.

Art. 11. Minutes of the meetings of the board of directors. The minutes of any meeting of the Board of Directors will

be signed by the chairman of the meeting. Any proxies will remain attached thereto.

Copies or extracts of such minutes which may be produced in judicial proceedings or otherwise will be signed by the

Chairman or by any two members of the Board of Directors.

Art. 12. Powers of the directors. The Director or, as the case may be, the Board of Directors is vested with the

broadest powers (except for those powers which are expressly reserved by law to the general meeting of shareholders)
to perform all acts necessary or useful for accomplishing the Company's object. All powers not expressly reserved by
law to the sole shareholder, or as the case may be, the general meeting of shareholders are in the competence of the
Director or, as the case may be, the Board of Directors.

Art. 13. Délégation of powers. The Director or, as the case may be, the Board of Directors may delegate the daily

management of the Company and the representation of the Company within such daily management to one or more
Directors, if applicable, officers, executives, employees or other persons who could be shareholders (the "Managing
Director"), or delegate special powers or proxies, or entrust determined permanent or temporary functions to persons
or agents chosen by it.

Délégation of daily management is subject to previous authorisation by the sole shareholder or, as the case may be,

the general meeting of shareholders.

When the Company has a Board of Directors, the delegation of daily management to a member of the Board of

Directors entails the obligation for the Board of Directors to report each year to the ordinary general meeting on the
salary, fees and any advantages granted to the delegate.

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Art. 14. Conflict of interest. No contract or other transaction between the Company and any other company or firm

shall be affected or invalidated by the fact that any one or more of the Directors or officers of the Company has a personal
interest in, or is a director, associate, officer or employee of such other company or firm. Except as otherwise provided
for hereafter, any Director or officer of the Company who serves as a director, associate, officer or employee of any
company or firm with which the Company shall contract or otherwise engage in business shall not, by reason of such
affiliation with such other company or firm, be automatically prevented from considering and voting or acting upon any
matters with respect to such contract or other business.

Notwithstanding the above, in the event that any Director or officer of the Company may have any personal interest

in any transaction of the Company, other than transactions concluded under normal conditions and falling within the
scope of the day-to-day management of the Company, he shall make known to the Board of Directors such personal
interest and shall not consider or vote on any such transaction, and such transaction and such Director's or officer's
interest therein shall be reported to the next general meeting of shareholders.

However, when the Company is composed of a single shareholder, transactions in which the Director(s) has/have a

personal interest shall be recorded in the minutes of the meeting.

Art. 15. Representation of the company. The Company will be bound by the sole signature of any director of the

Company or by the single signature of the Managing Director (as defined in Article 13) within the limits of the daily
management or by the joint or single signature of any person to whom such signature power shall have been delegated
by the Board of Directors.

However if the sole shareholder or, as the case may be, the general meeting of shareholders have appointed one or

several Class A Directors and one or several Class B Directors, the Company will be bound towards third parties by the
joint signature of one Class A Director and one Class B Director or by the joint signatures or single signature of any
persons to whom such signatory power has been delegated by the Director or, as the case may be, by the Board of
Directors, within the limits of such power.

Art. 16. Statutory auditors. The supervision of the operations of the Company is entrusted to one or more auditor

(s) who need not be shareholders.

The auditors will be elected by the sole shareholder or as the case may be, by the general meeting of shareholders,

which will determine the number of such auditors, for a period not exceeding six years, and they will hold office until
their successors are elected. At the end of their term as auditors, they shall be eligible for re-election, but they may be
removed at any time, with or without cause, by a resolution of the sole shareholder or, as the case may be, the general
meeting of shareholders.

Chapter IV. General meeting of shareholders

Art. 17. Powers of the general meeting of shareholders. Any regularly constituted general meeting of shareholders of

the Company represents the entire body of shareholders.

The general meeting of shareholders shall have the broadest powers to adopt and ratify any action relating to the

Company. If the Company is composed of one sole shareholder, the latter exercises the powers granted by the law to
the general meeting of shareholders. In such case, the decisions of the sole shareholder are recorded in minutes.

Art. 18. Annual general meeting. The annual general meeting will be held at the registered office of the Company or

at such other place in the Grand Duchy of Luxembourg as may be specified in the notice convening the meeting on the
30

day of June of each year at 10.00 a.m.

If such day is a public holiday, the meeting will be held on the next following business day.

Art. 19. Other general meetings. The Director or, as the case may be, the Board of Directors may convene other

general meetings. Such meetings must be convened if shareholders representing at least one tenth of the Company's
capital so require In writing with an indication of the agenda of the upcoming meeting. If the general meeting is not held
within a one month period, it may be convened by an agent designated by the judge presiding the Tribunal d'Arrondis-
sement dealing with commercial matters and sitting as in urgency matters, upon the request of one or more shareholders
representing the ten percent (10%) threshold.

General meetings of shareholders, including the annual general meeting, may be held abroad if, in the judgement of the

Director or, as the case may be, the Board of Directors, which is final, circumstances of force majeure so require.

Art. 20. Procedure, Vote. The sole shareholder or, as the case may be, the shareholders will meet upon call by the

Director or, as the case may be, the Board of Directors or the auditors made in compliance with the law. The notice
sent to the shareholders, in accordance with the law, will specify the time, date and place of the meeting as well as the
agenda and the nature of the business to be transacted.

Shareholders representing at least one tenth of the Company's capital may request in writing that additional items be

indicated on the agenda of any general meeting. Such request shall be addressed to the registered office of the Company
by registered letter at feast five days before the date on which the general meeting shall be held.

If all the shareholders are present or represented at the general meeting of shareholders and if they state that they

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

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U X E M B O U R G

A shareholder may act at any meeting of the shareholders by appointing in writing as his proxy another person who

need not be a shareholder.

Except as otherwise required by law or by the present Articles of Incorporation, resolutions will be taken by a simple

majority of votes irrespective of the number of shares present or represented at the meeting.

The general meeting of shareholders shall not validly deliberate on proposed amendments of the Articles of Incorpo-

ration unless at least one half of the capital is represented and resolutions related therewith, in order to be adopted,
must be carried by at least two-thirds of votes validly cast, exclusive of abstention, shares in respect of which the share-
holder has not taken part in the vote and blank and spoiled ballot papers.

One or several shareholders may participate in a meeting by means of a conference call, by videoconference or by any

One vote is attached to each share.
Copies or extracts of the minutes of the sole shareholder, or as the case may be, of the general meeting of shareholders

to be produced in judicial proceedings or otherwise will be signed by the sole Director or, in the event the Company is
managed by a Board of Directors, by any two members of the Board of Directors.

Chapter V - Financial year, Distribution of profits

Art. 21. Financial year. The Company's financial year begins on the first day of January and ends on the last day of

December in every year. The Director, or as the case may be, the Board of Directors shall prepare annual accounts in
accordance with the requirements of Luxembourg law and accounting practice.

Art. 22. Appropriation of profits. From the annual net profits of the Company, five per cent (5%) shall be allocated to

the reserve required by law. That allocation will cease to be required as soon and as long as such reserve amounts to
ten per cent (10%) of the subscribed capital of the Company.

The sole shareholder or as the case may be, the general meeting of shareholders shall determine how the remainder

of the annual net profits will be disposed of. It may decide to allocate the whole or part of the remainder to a reserve or
to a provision reserve, to carry it forward to the next following financial year or to distribute it to the shareholder(s) as
dividend.

Subject to the conditions fixed by the law, the Director or, as the case may be, the Board of Directors may pay out

an advance payment on dividends. The Director or as the case may be, the Board of Directors fixes the amount and the
date of payment of any such advance payment.

Chapter VI - Dissolution, Liquidation

Art. 23. Dissolution. Liquidation. The Company may be dissolved by a decision of the sole shareholder or, as the case

may be, of the general meeting of shareholders 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 dissolved, the liquidation will be
carried out by one or more liquidators appointed by the sole shareholder or, as the case may be, by the general meeting
of shareholders, which will determine their powers and their compensation.

Chapter VII - Applicable law

Art. 24. Applicable law. All matters not governed by these Articles of Incorporation shall be determined in accordance

with the Luxembourg law of August 10

, 1915 on commercial companies, as amended."

Subscription

The articles of incorporation having thus been established, the sole shareholder of the Company declares to subscribe

to the three hundred ten (310) shares of PA BE 2 S.A. and makes payment in full for such shares by a contribution in kind
(the "Contribution") consisting of one hundred seventy-five (175) shares (corresponding to 5.833%) in Gipafin S.à r.l., a
private limited liability company (société à responsabilité limitée), existing under the laws of the Grand-Duchy of Luxem-
bourg, having its registered office at 2-8, avenue Charles de Gaulle, L-1653 Luxembourg, registered with the Luxembourg
Trade and Companies Register under number B 59.727 ("Gipafin"), such participation representing a net asset value of
eighty-four million nine hundred fifty-four thousand eight hundred fifteen Euro and forty-two Cent (EUR 84,954,815.42).
The surplus between the nominal value of the shares issued by PA BE 2 S.A. and the value of the Contribution in the
amount of forty-eight million nine hundred twenty-three thousand eight hundred fifteen Euro and forty-two Cent
(84,923,815.42) shall be allocated in an amount of three thousand one hundred Euro (EUR 3,100.-) to the legal reserve
of PA BE 2 S.A. and in an amount of eighty-four million nine hundred twenty thousand seven hundred fifteen Euro and
forty-two Cent (EUR 84,920,715.42) to a share premium account of PA BE 2 S.A.

The sole shareholder of the Company, represented as stated above, declares that the Contribution is free of any pledge

or lien and that no impediment to its free transferability to PA BE 2 S.A. exists.

Proof of the ownership of the Contribution by the Company has been given to the undersigned notary.

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U X E M B O U R G

Subscriber

Number

of shares

Subscribed

amount

(in EURO)

% of share

capital

Paid-up

capital

Patrizio Bertelli . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

310

31,000.-

100%

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

310

31,000.-

100%

Statement

The amount of the net asset value of the Contribution has been confirmed by a report of the independent auditor

REVISA, société à responsabilité limitée, which concludes as follows:

"Based on our work, nothing came to our attention that causes us to believe that the net asset value of the Contribution

is not at least equal to the number and nominal value of the shares to be issued in consideration including legal reserve
and share premium."

The undersigned notary declared that the conditions provided for by article 26 and article 26-1 of the LLC have been

observed.

PA BE 3 S.A.
Société anonyme
Registered office: 2-8, avenue Charles de Gaulle, L-1653 Luxembourg

"Chapter I. Form, Corporate name, Registered office, Object, Duration

Art. 1. Corporate form. There is hereby established among the subscriber(s) and ail those who may become owners

The Company will exist under the name of "PA BE 3 S.A.".

the Director or, as the case may be, of the Board of Directors.

Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of

the Director or, as the case may be, the Board of Directors.

In the event that in the view of the Director or, as the case may be, of the Board of Directors extraordinary political,

economic or social developments occur or are imminent that would interfere with the normal activities of the Company
at its registered office or with the ease of communications with such office or between such office and persons abroad,
it may temporarily transfer the registered office abroad, until the complete cessation of these abnormal circumstances.
Such temporary measures will have no effect on the nationality of the Company, which, notwithstanding the temporary
transfer of the registered office, will remain a company governed by the taws of the Grand Duchy of Luxembourg. Such
temporary measures will be taken and notified to any interested parties by one of the bodies or persons entrusted with
the daily management of the Company.

Art. 3. Corporate object. The object of the Company is the acquisition and holding of interests in Luxembourg and/

or in foreign undertakings, as well as the administration, development and management of such holdings.

The Company may provide any financial assistance to the undertakings forming part of the group of the Company such

or immovable assets in any kind or form.

In a general fashion the Company may carry out any commercial, industrial or financial operation, which it may deem

useful in the accomplishment and development of its purposes.

Art. 4. Duration. The Company is formed for an unlimited period of time.

Chapter II. Share capital

Art. 5. Share capital. The subscribed share capital of the Company is set at thirty-one thousand Euro (EUR 31,000.-)

divided into three hundred ten (310) shares with a nominal value of one hundred Euro (EUR 100.-) each.

An authorized share capital is set at five hundred thousand Euro (EUR 500,000.-) represented by five thousand (5,000)

shares with a nominal value of one hundred Euro (EUR 100.-) per share.

The Board of Directors is authorised and empowered to:

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U X E M B O U R G

- realise any increase of the share capital within the limits of the authorised share capital in one or several successive

- determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the

subscription of and paying-up on the additional shares;

- remove or limit for the existing shareholder(s) a preferential right to subscribe to the additional shares to be issued;

and

- determine whether a share premium will be paid on the additional shares to be subscribed and issued and the amount

of such share premium.

These authorizations are valid for a period ending on 5 years from incorporation, and they may be renewed by a

general meeting of shareholder(s) for those shares of the authorized share capital which up to that date will not have
been issued by the Board of Directors.

Following each increase of the share capital, realised and duly stated in the form provided for by the law, article 5 will

be modified so as to reflect the actual increase. Such modification will be recorded in authentic form by the Board of
Directors or by any person duly authorised and empowered by it for this purpose.

Art. 6. Shares. The shares will be in the form of registered or in the form of bearer shares, at the option of the

shareholder(s).

If the Company issues registered shares, a shareholders' register, which may be examined by any shareholder, will be

Each shareholder will notify to the Company by registered letter its address and any change thereof. The Company

will be entitled to rely on the last address thus communicated.

Certificates reflecting the recordings in the shareholders' register will be delivered to the shareholders.
The Company may issue multiple share certificates.
Shares may be held in trust by one or several shareholders.

Art. 7. Increase and Réduction of share capital. The capital of the Company may be increased or reduced one or several

The capital of the Company may be increased by a contribution in cash or by a contribution in kind. If the new shares

are to be subscribed for by a contribution in cash, they will be offered by preference to the existing shareholder(s) in
proportion to the part of the capital which those shareholders are hofding. The Director or, as the case may be, the
Board of Directors shall determine the period within which the preferred subscription right shall be exercised. This period
may not be less than thirty days.

Notwithstanding the above, the sole shareholder or, as the case may be, the general meeting of shareholders, voting

Art. 8. Acquisition of own shares. The Company may acquire its own shares.
The acquisition and holding of its own shares will be in compliance with the conditions and limits established by the

law.

Chapter III. Management, Statutory auditors

Art. 9. Directors / Board of directors. In the event the Company is composed of a single shareholder, the latter may

appoint a single director (the "Director") or a board of directors, composed of at least three members who could be
shareholders (the "Board of Directors").

In the event the Company is composed of several shareholders, the general meeting of shareholders will appoint a

Board of Directors, composed of at least three members who could be shareholders

Unless otherwise expressed, reference to directors include the sole Director.
The sole shareholder or, as the case may be, the general meeting of shareholders may decide to appoint one or several

Class A Director(s) and one or several Class B Director(s).

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U X E M B O U R G

The Director(s) shall be appointed by the sole shareholder, or as the case may be, by the general meeting of share-

holders, which will determine their number, their remuneration, the duration of their mandate for a period not exceeding
six years. They will hold office until their successors are elected. They may be re-elected, and they may be removed at
any time, with or without cause, by a resolution of the sole shareholder, or as the case may be, of the general meeting
of shareholders.

If a corporate entity is appointed as Director, it shall designate an individual to exercise its functions and act in the

name and behalf of the corporate entity.

In the event of a vacancy on the Board of Directors, if applicable, the remaining Directors may meet and may elect a

director to fill such vacancy until the next general meeting of shareholders.

Directors shall not disclose, even after the term of their mandate, information on the Company made available to

them, the disclosure of which may be detrimental to the Company's interests, except when such a disclosure is mandatory
by law or in public interest.