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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° 2153

12 octobre 2010

SOMMAIRE

Ana Holding S.A. . . . . . . . . . . . . . . . . . . . . . . .

103329

Cohen & Steers SICAV . . . . . . . . . . . . . . . . .

103298

Cross Atlantic Associates Holding S.A. . . .

103328

GC Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103298

GC International S.A. . . . . . . . . . . . . . . . . . .

103298

General Development Activities - G.D.A.

S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103298

Germalux Investment II Sàrl . . . . . . . . . . . .

103344

Germalux Investment I Sàrl . . . . . . . . . . . . .

103342

GO2-Services Sàrl . . . . . . . . . . . . . . . . . . . . . .

103298

Green Electricity Invest . . . . . . . . . . . . . . . . .

103327

Higher Ground S.A. . . . . . . . . . . . . . . . . . . . .

103299

HMR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103299

Hofaro S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103300

Hotlux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103338

Humphrey Invest S.A. . . . . . . . . . . . . . . . . . .

103299

IFA Holding S.à r.l. . . . . . . . . . . . . . . . . . . . . .

103299

Immo Echternach s.à.r.l. . . . . . . . . . . . . . . . .

103300

Immo Home Project S.à r.l. . . . . . . . . . . . . .

103325

Immo House Plans S.à r.l. . . . . . . . . . . . . . . .

103325

ING PFCE Hungary S.à r.l. . . . . . . . . . . . . . .

103325

IST International Holding S.à r.l. . . . . . . . .

103325

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

103326

Komohana Investments S.à r.l. . . . . . . . . . .

103300

La Marne Immobilière SA . . . . . . . . . . . . . .

103327

Lauza S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103339

Leofin Investissements S.A. . . . . . . . . . . . . .

103328

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

103326

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

103326

Linux Finance S.A. . . . . . . . . . . . . . . . . . . . . .

103327

Livin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103327

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

103328

Lun e Plage SA . . . . . . . . . . . . . . . . . . . . . . . . .

103328

Luxembourg Company of Metals & Alloys

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

103329

Luxembourg Company of Metals & Alloys

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

103329

Luxestate S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

103330

Luxhelios S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

103330

Lux Servigel . . . . . . . . . . . . . . . . . . . . . . . . . . .

103329

Macquarie European Vehicle Safety Hol-

dings 2 S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

103337

Mangrove III S.C.A. SICAR . . . . . . . . . . . . . .

103339

Masa Investments S.à r.l. . . . . . . . . . . . . . . . .

103326

Matexi Luxembourg . . . . . . . . . . . . . . . . . . . .

103338

McD Europe Franchising S.à r.l. . . . . . . . . .

103330

McD Europe Franchising S.à r.l. . . . . . . . . .

103338

Medianet Industries S.A. . . . . . . . . . . . . . . . .

103338

Meif 3 Luxembourg A Holdings, S.à r.l. . . .

103339

MEIF Luxembourg Holdings S.A. . . . . . . . .

103340

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

103339

Monet Group S.A. . . . . . . . . . . . . . . . . . . . . . .

103340

Munhowen S.A. . . . . . . . . . . . . . . . . . . . . . . . .

103340

Nabors Global Holdings Limited . . . . . . . . .

103341

Naiades Capital . . . . . . . . . . . . . . . . . . . . . . . .

103340

Nelia Investments S.à r.l. . . . . . . . . . . . . . . .

103341

New Haven Investments S.A. . . . . . . . . . . .

103341

NNI XII (Luxembourg) S.à r.l. . . . . . . . . . . .

103342

Nogentil Immo . . . . . . . . . . . . . . . . . . . . . . . .

103343

Nova Participation S.A. . . . . . . . . . . . . . . . . .

103343

Occitan Investments S.A. . . . . . . . . . . . . . . .

103343

Pfizer Warner Lambert Luxembourg S.à

r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

103344

Thibarin Invest S.A. . . . . . . . . . . . . . . . . . . . .

103342

Tie Rack Luxembourg S.A. . . . . . . . . . . . . . .

103342

Tikal Finance S.A. . . . . . . . . . . . . . . . . . . . . . .

103343

Vanilux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

103341

Xtreme Equipment Group . . . . . . . . . . . . . .

103300

Yellowwoods Holdings S.à r.l. . . . . . . . . . . .

103330

103297

U X E M B O U R G

GC Europe, Société Anonyme.

Siège social: L-1882 Luxembourg, 5, rue Guillaume Kroll.

R.C.S. Luxembourg B 47.047.

Les comptes consolidés au 31 mars 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.

Luxembourg, le 13 août 2010.

Référence de publication: 2010116859/10.
(100133058) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

GC International S.A., Société Anonyme.

Siège social: L-8077 Bertrange, 83A, rue de Luxembourg.

R.C.S. Luxembourg B 108.535.

Les comptes annuels au 31/05/2010 ont été déposés, dans leur version abrégée, au registre de commerce et des

sociétés de Luxembourg conformément à l'art. 79(1) de la loi du 19/12/2002.

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

Mandataire

Référence de publication: 2010116861/11.
(100132728) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

General Development Activities - G.D.A. S.A., Société Anonyme.

Siège social: L-2121 Luxembourg, 231, Val des Bons-Malades.

R.C.S. Luxembourg B 76.050.

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.

Luxembourg, le 12 août 2010.

SG AUDIT SARL.

Référence de publication: 2010116863/10.
(100133390) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

GO2-Services Sàrl, Société à responsabilité limitée.

Siège social: L-5627 Mondorf-les-Bains, 15, avenue Lou Hemmer.

R.C.S. Luxembourg B 115.031.

Les comptes annuels au 31.12.2009 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: 2010116864/9.
(100132962) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

Cohen & Steers SICAV, Société d'Investissement à Capital Variable.

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

R.C.S. Luxembourg B 89.486.

Suite à l'assemblée générale ordinaire du 27 avril 2010, les actionnaires de la société d'investissement à capital variable

'Cohen & Steers SICAV' ont pris les résolutions suivantes:

- renouvelé le mandat des membres du Conseil d'Administration de la société d'investissement à capital variable 'Cohen

& Steers SICAV qui est composé comme suit, jusqu'à la date de la prochaine assemblée générale ordinaire qui aura lieu
en 2011:

Mr. W. Joseph Houlihan,
Mr. Martin Cohen,
Mr. Robert Steers;
- reconduit le mandat de réviseur d'entreprise de PricewaterhouseCoopers S.à r.l. jusqu'à la prochaine assemblée

générale des actionnaires qui aura lieu en 2011.

103298

U X E M B O U R G

Luxembourg, le 24 août 2010.

Brown Brothers Harriman (Luxembourg) S.C.A.
Signature

Référence de publication: 2010117259/20.
(100132436) Déposé au registre de commerce et des sociétés de Luxembourg, le 27 août 2010.

Higher Ground S.A., Société Anonyme.

Siège social: L-1471 Luxembourg, 412F, route d'Esch.

R.C.S. Luxembourg B 144.091.

EXTRAIT

Il résulte des résolutions prises par le Conseil d’Administration en date du 11 août 2010 que:
- Monsieur Eammon J. CROWLEY est nommé Président du Conseil d’Administration avec effet immédiat.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2010116870/11.
(100133114) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

HMR, Société à responsabilité limitée.

Siège social: L-1130 Luxembourg, 37, rue d'Anvers.

R.C.S. Luxembourg B 134.163.

Madame Christine LOUIS-HABERER, demeurant professionnellement au 20, avenue Marie-Thérèse, L-2132 Luxem-

bourg, a démissionné de ses fonctions de gérant de la société HMR, société à responsabilité limitée établie et ayant son
siège social actuel au 37, rue d'Anvers, L-1130 Luxembourg, immatriculée au Registre de Commerce et des Sociétés de
Luxembourg sous le numéro B 134163, avec effet au 4 août 2010.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2010116871/12.
(100133344) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

IFA Holding S.à r.l., Société à responsabilité limitée.

Capital social: EUR 703.000,00.

Siège social: L-1469 Luxembourg, 67, rue Ermesinde.

R.C.S. Luxembourg B 133.157.

Le présent document est établi en vue de mettre à jour les informations inscrites auprès du Registre de Commerce

et des Sociétés de Luxembourg concernant la société Gartmore Private Equity III, L.P., associé de la Société:

Gartmore Private Equity III, L.P., inscrite auprès du Registre de Commerce et des Sociétés d’Ecosse, sous le numéro

5545 a changé de dénomination sociale. Gartmore Private Equity III, L.P. est désormais devenue GPE III, L.P.

Pour la Société

Référence de publication: 2010116874/13.
(100133082) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

Humphrey Invest S.A., Société Anonyme.

Siège social: L-1471 Luxembourg, 412F, route d'Esch.

R.C.S. Luxembourg B 121.205.

HUMPHREY INVEST S.A.
Signatures
Administrateur / Administrateur

Référence de publication: 2010116873/12.
(100133314) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

103299

U X E M B O U R G

Hofaro S.A., Société Anonyme.

Siège social: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 69.922.

Pour HOFARO S.A.
Intertrust (Luxembourg) S.A.

Référence de publication: 2010116872/11.
(100133309) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

Komohana Investments S.à r.l., Société à responsabilité limitée.

Siège social: L-1331 Luxembourg, 65, boulevard Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 115.255.

Pour Komohana Investments S.à r.l.
Intertrust (Luxembourg) S.A.

Référence de publication: 2010116887/11.
(100133095) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

Immo Echternach s.à.r.l., Société à responsabilité limitée.

Siège social: L-6562 Echternach, 117, route de Luxembourg.

R.C.S. Luxembourg B 108.020.

Signature.

Référence de publication: 2010116875/10.
(100133324) Déposé au registre de commerce et des sociétés de Luxembourg, le 30 août 2010.

Xtreme Equipment Group, Société Anonyme.

Siège social: L-1420 Luxembourg, 5, avenue Gaston Diderich.

R.C.S. Luxembourg B 151.988.

In the year two thousand and ten, on the twelfth day of August.
Before Maître Joseph Elvinger, notary, residing in Luxembourg, Grand Duchy of Luxembourg, undersigned.

Is held an extraordinary general meeting of the shareholders of XTREME EQUIPMENT GROUP, a société anonyme

(public company limited by shares) duly incorporated and validly existing under the laws of the Grand Duchy of Luxem-
bourg, having its registered office at 5, avenue Gaston Diderich, L-1420 Luxembourg, and registered with the Luxembourg
Registre de Commerce et des Sociétés (Trade and Companies Register) under number B 151.988 (the “Company”).

There appeared:

the shareholders of the Company (the “Shareholders”);
All here represented by Me. Christophe Maillard, Avocat à la Cour, with a professional address in Luxembourg, by

virtue of powers of attorney given under private seal.

The said powers of attorney, initialed ne varietur, shall remain annexed to the present deed for the purpose of reg-

istration.

The appearing parties, through their attorney, request the notary to enact that:
(i) the presence or representation of the Shareholders and the number of shares held by them are shown on an

attendance list;

(ii) as appears from the attendance list, the 50,000 shares representing the whole share capital of the Company are

represented so that the Shareholders, having been informed in advance on the agenda of the meeting, waived all formalities
as regards the convening of the meeting. The meeting is thus regularly constituted and can validly deliberate and decide
on the agenda of the meeting;

103300

U X E M B O U R G

(iii) the agenda of the meeting is as follows:

Agenda:

1. Creation of two classes of non-voting mandatory redeemable preferred shares, namely type X non-voting mandatory

redeemable preferred shares and type S non-voting mandatory redeemable preferred shares, and definition of the rights
and privileges pertaining thereto;

2. Increase in the share capital of the Company by a total amount of USD 50,000, so as to raise it from its current

amount of USD 50,000 to USD 100,000, by the issue of 40,000 type X non-voting mandatory redeemable preferred shares
of the Company with a nominal value of USD 1 each, subject to the payment of a global share premium of USD
10,151,020.80; and 10,000 type S non-voting mandatory redeemable preferred shares of the Company with a nominal
value of USD 1 each, subject to the payment of a global share premium of USD 2,537,755.20;

3. Subscription to, and allocation and payment of (a) 40,000 type X non-voting mandatory redeemable preferred shares

with a contribution in cash of an amount of USD 10,191,020.80, and (b) 10,000 non-voting mandatory redeemable pre-
ferred shares with a contribution in cash of an amount of USD 2,547,755.20, and subsequent allocation of the global share
premium;

4. Creation of a new class of preference shares with voting rights and definition of the rights and privileges attaching

thereto;

5. Conversion of ordinary shares held by the Shareholders into preference shares;
6. Amendment and complete restatement of the articles of association of the Company;
7. Miscellaneous.

After the foregoing was approved by the Shareholders, the following resolutions were unanimously taken:

First resolution

It is resolved to create, in addition to the existing ordinary shares of the Company, two classes of non-voting mandatory

redeemable preferred shares (“Classes of MRPS”), namely type X Non-Voting MRPS (“Type X Non-Voting MRPS”) and
type S Non-Voting MRPS (“Type S Non-Voting MRPS”) (together the “Non-Voting MRPS”), entitling their holder(s) to
no voting right and to which a share premium will be attached.

It is further resolved that the financial rights to be attached to the Non-Voting MRPS will be as follows:

Regarding the share premium

Any share premium paid on a Type X Non-Voting MRPS shall be booked in a Type X Non-Voting MRPS share premium

account (the "Type X Non-Voting MRPS Share Premium Account") specific to that Class of MRPS to and such share
premium shall remain attached only to these Type X Non-Voting MRPS.

Any share premium paid on a Type S Non-Voting MRPS shall be booked in a Type S Non-Voting MRPS share premium

account (the "Type S Non-Voting MRPS Share Premium Account") specific to that Class of MRPS to and such share
premium shall remain attached only to these Type S Non-Voting MRPS.

Regarding the redemption of the Non-Voting MRPS

Non-Voting MRPS are redeemable shares within the meaning of, and their redemption shall be governed by, article

49-8 of the law of August 10, 1915 concerning commercial companies (the "Law").

Outstanding Non-Voting MRPS shall be redeemed by the Company:
- at any time, upon its request and at its sole discretion;
- at the latest on the tenth anniversary of the issue date of the Non-Voting MRPS (the “Maturity Date”).
The redemption of the Non-Voting MRPS is subject to the following conditions:
1. It can only be made by using either sums available for distribution in accordance with the Law or the proceeds of a

new issue made with a view to carry out such redemption;

2. Except in the event of a new issue made with a view to carry out such redemption, an amount equal to the nominal

value, or, in the absence thereof, the par value of all the outstanding Non-Voting MRPS to be redeemed must be allocated
to a reserve which cannot be distributed to the Shareholders except in the event of a decrease of the subscribed share
capital of the Company; except in this specific case, the reserve can only be used to increase the subscribed share capital
of the Company by capitalization of this reserve;

3. Each holder of redeemed Non-Voting MRPS is entitled to receive a payment in cash or in kind per redeemed Non-

Voting MRPS (the “Redemption Price”) equal to:

i. the nominal value, or, in the absence thereof, the par value of its redeemed Non-Voting MRPS; plus
ii. all and any accrued but unpaid Total MRPS Dividend that the redeemed Non-Voting MRPS is entitled to receive at

the time of the redemption; plus

iii. either (a) in the case of a redeemed Type X Non-Voting MRPS, an amount corresponding to a portion of the Type

X Non-Voting MRPS Share Premium Account equal to the balance of the Type X Non-Voting MRPS Share Premium

103301

U X E M B O U R G

Account divided by the number of outstanding Type X Non-Voting MRPS prior to the redemption; or (b) in the case of
a redeemed Type S Non-Voting MRPS, an amount corresponding to a portion of the Type S Non-Voting MRPS Share
Premium Account equal to the balance of the Type S Non-Voting MRPS Share Premium Account divided by the number
of outstanding Type S Non-Voting MRPS prior to the redemption; plus

iv. either (a) in the case of a redeemed Type X Non-Voting MRPS, an amount corresponding to the portion of the

Type X Non-Voting MRPS Reserve Account (as defined in article 19) equal to the balance of the Type X Non-Voting
MRPS Reserve Account divided by the number of outstanding Type X Non-Voting MRPS prior to the redemption, or (b)
in the case of a redeemed Type S Non-Voting MRPS, an amount corresponding to the portion of the Type S Non-Voting
MRPS Reserve Account (as defined in article 19) equal to the balance of the Type S Non-Voting MRPS Reserve Account
divided by the number of outstanding Type S Non-Voting MRPS prior to the redemption;

4. The payment of the amounts under 3.ii. to 3.iv. above may only be paid from sums available for distribution in

accordance with article 72-1 of the Law (the “Available Sums”).

However, on the Maturity Date, if Available Sums are insufficient for the Company to redeem all the Non-Voting

MRPS, the redemption of all the Non-Voting MRPS will not be hindered; such insufficiency only entails the deferment of
the payment of the Redemption Price due on the Maturity Date (the “Redemption Price at Maturity”). In this latter case,
the Company shall pay to the holders of the redeemed Non-Voting MRPS only a portion of the Redemption Price at
Maturity up to the amount of the Available Sums on the Maturity Date; the remaining part of the Repurchase Price will
be paid in one or several installments as soon as the Company will have sufficient Available Sums for this purpose.

As long as the Redemption Price at Maturity has not been paid in full, no dividend shall be paid to the Shareholders.

Regarding the profits of the Company

The remaining profits after allocation to the legal reserve, calculated in accordance with Luxembourg GAAP, are the

“Available Profits”. The Available Profits after deduction of any interest paid by the Shareholders to the Company on any
loans from the Company to the Shareholders are the “Adjusted Profits”.

Each financial year, out of the Adjusted Profits:
- each Type X Non-Voting MRPS holder is entitled to a dividend per Type X Non-Voting MRPS of 6% of: (a) the

nominal value of each Type X Non-Voting MRPS plus (b) the amount of the Type X Non-Voting MRPS Share Premium
Account divided by the number of Type X Non-Voting MRPS in issue; and

- each Type S Non-Voting MRPS holder is entitled to a dividend per Type S Non-Voting MRPS of 6% of: (a) the nominal

value of each Type S Non-Voting MRPS plus (b) the amount of the Type S Non-Voting MRPS Share Premium Account
divided by the number of Type S Non-Voting MRPS in issue;

(together referred to as the “Fixed MRPS Dividend”); and
- each Type S Non-Voting MRPS holder is entitled to a further dividend per Type S Non-Voting MRPS of: (a) 20% of

99% of (b) the Adjusted Profits less the aggregate Fixed MRPS Dividends, (c) divided by the number of Type S-Non Voting
MRPS in issue (the “Variable MRPS Dividend”);

(with the Fixed MRPS Dividend and the Variable MRPS Dividend being referred to together as the “Total MRPS

Dividend”).

The Fixed MRPS Dividend and the Variable MRPS Dividend shall be increased by any amount that has not been dis-

tributed, whether in full or in part, over the past financial years. Should the Adjusted Profits be sufficient to distribute the
Fixed MRPS Dividend and/or the Variable MRPS Dividend, in whole or in part, and the sole Shareholder, or in case of
plurality of Shareholders, the general meeting of the Shareholders, take no distribution resolution with respect to the
Fixed MRPS Dividend and/or the Variable MRPS Dividend, then (a) the aggregate amount of the Total MRPS Dividends
that should have been distributed to the holders of the Type X Non-Voting MRPS, shall be automatically allocated to a
distributable reserve booked in a Type X Non-Voting MRPS reserve account (the “Type X Non-Voting MRPS Reserve
Account”), and (b) the aggregate amount of the Total MRPS Dividends that should have been distributed to the holders
of the Type S Non-Voting MRPS, shall be automatically allocated to a distributable reserve booked in a Type S Non-Voting
MRPS reserve account (the “Type S Non-Voting MRPS Reserve Account”).

Regarding the liquidation proceeds

At the time of closing of the liquidation, the assets of the Company will be to the sole Shareholder. If there is more

than one Shareholder, the assets of the Company will be allocated first to payment of the Redemption Price to the holders
of Non-Voting MRPS.

Second resolution

It is resolved to increase the share capital of the Company by a total amount of USD 50,000, so as to raise it from its

current amount of USD 50,000 to USD 100,000, by the issue of 40,000 Type X Non-Voting MRPS with a nominal value
of USD 1 each, subject to the payment of a global share premium of USD 10,151,020.80, and the issue of 10,000 Type S
Non-Voting MRPS with a nominal value of USD 1 each, subject to the payment of a global share premium of USD
2,537,755.20, the whole to be fully paid up by the Shareholders with two contributions in cash.

103302

U X E M B O U R G

Third resolution

It is resolved to accept the subscription:
(i) to the increase in the share capital of USD 40,000 by the issue of 40,000 Type X Non-Voting MRPS with a nominal

value of USD 1 each and the payment of the global share premium of USD 10,151,020.80 by the majority shareholder
(the ”Majority Shareholder”), with a contribution in cash for an amount of USD 10,191,020.80 (the “Majority Shareholder
Contribution”); and

(ii) to the increase in the share capital of USD 10,000 by the issue of 10,000 Type S Non-Voting MRPS with a nominal

value of USD 1 each and the payment of the global share premium of USD 2,537,755.20 by the minority shareholder (the
“Minority Shareholder”), with a contribution in cash for an amount of USD 2,547,755.20 (the “Minority Shareholder
Contribution”).

Intervention - Subscription - Payment

The Majority Shareholder, represented by its attorney in fact, thereupon declared to fully subscribe to the above

mentioned increase in the share capital up to an amount of USD 40,000, subject to the payment of a share premium of
USD 10,151,020.80, and therefore to fully pay up 40,000 Type X Non-Voting MRPS.

The Minority Shareholder, represented by its attorney in fact, thereupon declared to fully subscribe to the above

mentioned increase in the share capital up to an amount of USD 10,000, subject to the payment of a share premium of
USD 2,537,755.20, and therefore to fully pay up 10,000 Type S Non-Voting MRPS.

Therefore, all the Type X Non-Voting MRPS and all the Type S Non-Voting MRPS of the Company are fully subscribed

and paid up woth the Majority Shareholder Contribution and the Minority Shareholder Contribution.

Evidence of the contributions

Proof of the existence of the Majority Shareholder Contribution and proof of the existence of the Minority Shareholder

Contribution have been given to the undersigned notary by producing blocked fund certificates.

Allocation of the global share premium:

It is resolved to allocate the global share premium fully paid up by the Majority Shareholder as follows:
- USD 10,143,020.80 to a share premium, which shall remain attached to the Type X Non Voting MRPS and therefore

booked in the Type X Non-Voting MRPS Share Premium Account; and

- USD 8,000 to the legal reserve.
It is further resolved to allocate the global share premium fully paid up by the Minority Shareholder as follows:
- USD 2,535,755.20 to a share premium, which shall remain attached to the Type X Non Voting MRPS and therefore

booked in the Type X Non-Voting MRPS Share Premium Account; and

- USD 2,000 to the legal reserve.

Fourth resolution

It is resolved to create, in addition to the existing ordinary shares of the Company, a new class of voting shares, namely

preference shares (“Preference Shares”) to which a share premium shall be attached.

It is further resolved that the rights to be attached to the Preference Shares will be as follows:

Regarding the share premium

Any share premium paid on a Preference Share shall be booked in a Preference share premium account (the "Preference

Shares Share Premium Account") and such share premium shall remain attached to that Class.

Regarding the redemption of the MRPS

Preference Shares may only be transferred in accordance with that certain unanimous shareholders agreement dated

March 12, 2010, as amended from time to time (the “Shareholders Agreement”).

No holder of Preference Shares shall transfer its Preference Shares, and the Company shall not register any transfer

of Preference Shares; if such transfer is made in breach of the Shareholders Agreement.

Regarding the profits of the Company

Each financial year, out of the Adjusted Profits after distribution or allocation of the aggregate Total MRPS Dividends,

each Preference Share holder is entitled to a dividend per Preference Share of: (a) 80% of 99% of (b) the Adjusted Profits
less the aggregate Fixed MRPS Dividends, (c) divided by the number of Preference Shares in issue (the “Preferential
Dividend”).

The Preferential Dividend shall be increased by the amount of any Preferential Dividend that has not been distributed,

whether in full or in part, over the past financial years.

Should the Adjusted Profits be sufficient to distribute the Preferential Dividend, in whole or in part, and the sole

Shareholder, or in case of plurality of Shareholders, the general meeting of the Shareholders, take no distribution reso-

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U X E M B O U R G

lution with respect to such Preferential Dividend, the aggregate amount of the Preferential Dividends that should have
been distributed to the holders of the Preference Shares, shall be automatically allocated to a distributable reserve booked
in a Preference Shares reserve account (the “Preference Shares Reserve Account”).

After distribution or allocation of the Total MRPS Dividends and the Preferential Dividends the remainder of the

Available Profits (that is, the Available Profits less the aggregate Total MRPS Dividends and the aggregate Preferential
Dividends) (the “Remaining Profits”) may be distributed to the holders of the Ordinary Shares and the Preference Shares.

The Remaining Profits shall be allocated by the sole Shareholder, or in case of plurality of Shareholders, by a resolution

taken during a general meeting of Shareholders, resolving to distribute it proportionally to the ordinary shares and
Preference Shares they hold, to carry it forward, or to transfer it to a distributable reserve.

Each holder of ordinary share(s) and/or Preference Shares is entitled to a fraction of the Remaining Profits distributed

to all of the ordinary shares and Preference Shares in proportion to the total ordinary share(s) and Preference Share(s)
he holds in the Company (the “Ordinary Dividend”).

Regarding the liquidation proceeds

At the time of closing of the liquidation, the assets of the Company will be allocated as follows:
1) If there is a sole Shareholder, then the assets of the Company will be allocated to that sole Shareholder.
2) If there is more than one Shareholder:
a) the assets of the Company will be allocated first to payment of (i) the Redemption Price to the holders of Non-

Voting MRPS and (ii) any declared but unpaid Preferential Dividend to the holders of the Preferred Shares; save that if
there are insufficient assets to make both payments (i) and (ii) in full, then the amounts to be paid to each Shareholder
holding Non-Voting MRPS and/or Preferred Shares shall be reduced so that each Shareholder receives the same per-
centage of the sums that it should have received; then

b) the surplus, if any, shall be paid to the holders of ordinary shares and/or Preference Shares proportionally to the

total number of ordinary shares and Preference Shares they hold.

Fifth resolution

Pursuant to the proposal made by the Company to all its shareholders to convert their ordinary shares into Preference

Shares, it is decided to (i) convert the 40,000 ordinary shares held by the Majority Shareholder into 40,000 Preference
Shares with a nominal value of USD 1 each, and as a consequence of such conversions cancel the 40,000 converted
ordinary shares and to (ii) note the renunciation of the Minority Shareholder to its right to convert the 10,000 ordinary
shares it holds in the Company.

Sixth resolution

As a consequence of the foregoing resolutions, the Shareholders resolved to amend, revise and recast the articles of

association of the Company as follows:

Articles of Association of the Company

Title I - Form - Name - Purpose - Duration - Registered office

Art. 1. Form. The company is a société anonyme (public company limited by shares) governed by the laws of the Grand

Duchy of Luxembourg (the “Company”) as well as by the present articles of association (the “Articles”).

Art. 2. Name. The Company’s name is “Xtreme Equipment Group”.

Art. 3. Purpose. The Company’s purpose is to invest, acquire and take participations and interests, in any form what-

soever, in any kind of Luxembourg or foreign companies or entities and to acquire through participations, contributions,
purchases, options or in any other way any securities, rights, interests, patents and licenses or other property as the
Company shall deem fit, and generally to hold, manage, develop, encumber, sell or dispose of the same, in whole or in
part, for such consideration as the Company may think fit.

In addition, the Company may also hold any interest in whatever form in any movable or immovable property, in

Luxembourg or abroad, by direct or indirect means, and may acquire, sell, lease or rent immovable or movable properties
either in Luxembourg or abroad and perform all operations relating to such properties, including investing or acquiring
directly or indirectly any participations and interests, in any form whatsoever, in any kind of Luxembourg or foreign
companies or entities and acquire through participations, contributions, purchases, options or in any other way any
securities, rights, interests, patents and licenses or other property as the Company shall deem fit, and generally hold,
manage, develop, encumber, sell or dispose of the same, in whole or in part, for such consideration as the Company may
think fit.

The Company may also enter into any financial, commercial or other transactions and grant to any company or entity

that forms part of the same group of companies as the Company or is affiliated in any way with the Company, including
companies or entities in which the Company has a direct or indirect financial or other kind of interest, any assistance,
loan, advance or grant in favor of third parties any security or guarantee to secure the obligations of the same, as well as
borrow and raise money in any manner and secure by any means the repayment of any money borrowed.

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Finally the Company may take any action and perform any operation which is, directly or indirectly, related to its

purpose in order to facilitate the accomplishment of such purpose.

Art. 4. Duration. The Company is formed for an unlimited duration.

Art. 5. Registered Office. The registered office of the Company is established in the city of Luxembourg, Grand Duchy

of Luxembourg. It may be transferred to any other place within the municipality of Luxembourg by means of a resolution
of the board of directors in accordance with these Articles.

It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an extraor-

dinary general meeting of the Shareholders (as hereinafter defined) taken in the manner provided for amendments of the
Articles.

The Company may have branches and offices, both in Luxembourg or abroad.

Title II - Capital - Shares

Art. 6. Capital. The Company’s share capital is set at USD 100,000 (one hundred thousand U.S. dollars) divided into

three classes, of shares as follows:

1) 10,000 ordinary shares (“Ordinary Shares”);
2) 40,000 preference shares (“Preference Shares”); and
3) non-voting mandatory redeemable preferred shares (“Non-Voting MRPS”), in turn sub-divided into:
- 40,000 type X Non-Voting MRPS (“Type X Non-Voting MRPS”); and
- 10,000 type S Non-Voting MRPS (“Type S Non-Voting MRPS”).
The Non-Voting MRPS, the Ordinary Shares and the Preference Shares are hereinafter collectively referred to as the

“Shares” and individually as a “Share”, and the holders of Shares are hereinafter collectively referred to as the “Share-
holders”.

All the Shares have a nominal value of USD 1 each and are fully paid-up.
All the Shares are in nominative form.
A Shareholders’ register shall be kept by the Company at its registered office. The Shareholders’ register shall mention

the name and the address of each Shareholder as notified by that Shareholder to the Company, the number of the Shares
held by each Shareholder, the amount paid-up on each Share, and, as the case may be, the date and details of any Share
transfer or conversion. Each Shareholder shall notify in writing to the Company its address and any change thereof.

Any certificates for any Shares shall have endorsed on them in bold type the following legend: “The securities repre-

sented by this certificate are subject to the provisions of a unanimous shareholder agreement effective as of March 12,
2010 and those securities are not transferable on the books of the company except in compliance with the terms and
conditions of that agreement.”

The share capital and the authorized share capital, as the case may be, may be increased or reduced from time to time

by means of a resolution of the extraordinary general meeting of the Shareholders taken in the manner provided for an
amendment of the Articles.

The board of directors may delegate to any director or any other duly authorized person, the power of acknowledging

the contribution and receiving payment for the Shares representing all or part of the increase of capital within the au-
thorized capital.

Share premium paid on Shares shall be booked in specific share premium accounts, as follows:
- any share premium paid on Ordinary Shares shall be booked in an Ordinary Share share premium account (the

“Ordinary Share Share Premium Account”) and such share premium shall remain attached to those Ordinary Shares upon
which the share premium was paid;

- any share premium paid on Preference Shares shall be booked in a Preference Share share premium account (the

“Preference Share Share Premium Account”) and such share premium shall remain attached to those Preference Shares
upon which the share premium was paid;

- any share premium paid on Type X Non-Voting MRPS shall be booked in a Type X Non-Voting MRPS share premium

account (the “Type X Non-Voting MRPS Share Premium Account”) and such share premium shall remain attached to the
Type X Non-Voting MRPS upon which the share premium was paid; and

- any share premium paid on Type S Non-Voting MRPS shall be booked in a Type S Non-Voting MRPS share premium

account (the “Type S Non-Voting MRPS Share Premium Account”) and such share premium shall remain attached to the
Type S Non-Voting MRPS upon which the share premium was paid.

Art. 7. Authorized Capital. The Company’s authorized capital is set at USD 10,000,000 (ten million U.S. dollars) which

shall be represented by 10,000,000 (ten million) Shares with a nominal value of USD 1 (one U.S. dollars) each.

Furthermore, in accordance with article 32 of the law of August 10, 1915 concerning commercial companies, as

amended (the “Law”), the board of directors is authorized for a period of five years as of the date of publication of these
Articles, to increase, from time to time and in one or several successive tranches, the share capital within the limits of
the authorized capital and to amend the Articles to reflect such increase. Such authorization may be renewed by means

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U X E M B O U R G

of a resolution of the extraordinary general meeting of the Shareholders taken in the manner provided for amendments
of the Articles.

The board of directors shall have the broadest powers to determine the conditions and modalities of issuance, sub-

scription and payment of the new Shares, and to determine whether the Shares to be issued will be Ordinary Shares,
Preference Shares or Non-Voting MRPS, which could be issued in particular, with or without share premium, and paid
up by contribution in kind or cash, or in any other way to be determined by the board of directors.

The board of directors is specifically authorized to proceed to such issues without reserving for the existing Share-

holders a preferential right to subscribe to the Shares to be issued.

Art. 8. Voting Rights. Each Ordinary Share and each Preference Share are entitled to identical voting rights and each

holder of Ordinary Share(s) and/or Preference Share(s) has voting rights commensurate to such holder’s ownership of
Ordinary Shares and Preference Shares.

Each Non-Voting MRPS does not entitle its holder to any voting right except in the situations laid-down under articles

44 (2) and 46 of the Law, i.e.:

- Non-Voting MRPS holders are entitled to vote in any general meeting called upon to deal with the following matters:
* Issuance of new Shares entitled to preferential right(s);
* Determination of the preferential cumulative dividend attached to the Non-Voting MRPS;
* Conversion of the Non-Voting MRPS into Ordinary Shares or Preference Shares;
* Decrease of the share capital of the Company;
* Any amendment to the purpose of the Company;
* Issuance of convertible bonds;
* Dissolution of the Company;
* Transformation of the Company into a company of another legal form in the meaning of article 46 (1) of the Law;

- Non-Voting MRPS shall have the same voting rights as the Ordinary Shares and the Preference Shares at all meetings,

in the event that the Total MRPS Dividends (as defined below under article 19) to which their holder(s) are entitled, have
not been paid in their entirety despite the existence of profits available for that purpose during two successive financial
years and until those Total MRPS Dividends have been paid in full.

Other than the situations listed above, Non-Voting MRPS are not taken into consideration in order to determine the

conditions as to quorum and majority at general meetings.

Non-Voting MRPS holders are entitled to receive the same convening notice, documents, reports and information on

the Company as the holders of Ordinary Shares and Preference Shares.

Art. 9. Indivisibility of Shares. Towards the Company, the Shares are indivisible and the Company will recognize only

one owner per Share. If any Share is jointly owned or if the ownership of that Share is disputed, a joint attorney shall be
appointed to represent the joint owners or the persons claiming to have a right on that Share, as if they were a sole
person owner of that Share, failing which any right attached to that Share will be suspended.

Art. 10. Transfer and redemption of Shares. Shares may only be transferred in accordance with that certain unanimous

shareholders agreement dated March 12, 2010, as amended from time to time (the “Shareholders Agreement”)

No holder of Shares shall transfer its Shares, and the Company shall not register any transfer of Shares; if such transfer

is made in breach of the Shareholders Agreement.

Shares can be redeemed under the conditions laid-down by the Law
Non-Voting MRPS are redeemable shares within the meaning of, and their redemption shall be governed by, article

49-8 of the Law.

Outstanding Non-Voting MRPS shall be redeemed by the Company:
- at any time, upon its request and at its sole discretion;
- at the latest on the tenth anniversary of the issue date of the Non-Voting MRPS (the “Maturity Date”).
The redemption of the Non-Voting MRPS is subject to the following conditions:
1. it can only be made by using either sums available for distribution in accordance with the Law or the proceeds of a

new issue made with a view to carry out such redemption;

2. except in the event of a new issue made with a view to carry out such redemption, an amount equal to the nominal

3. each holder of redeemed Non-Voting MRPS is entitled to receive a payment in cash or in kind per redeemed Non-

Voting MRPS (the “Redemption Price”) equal to:

i. the nominal value, or, in the absence thereof, the par value of its redeemed Non-Voting MRPS; plus

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U X E M B O U R G

ii. all and any accrued but unpaid Total MRPS Dividend that the redeemed Non-Voting MRPS is entitled to receive at

the time of the redemption; plus

iii. either (a) in the case of a redeemed Type X Non-Voting MRPS, an amount corresponding to a portion of the Type

X Non-Voting MRPS Share Premium Account equal to the balance of the Type X Non-Voting MRPS Share Premium
Account divided by the number of outstanding Type X Non-Voting MRPS prior to the redemption; or (b) in the case of
a redeemed Type S Non-Voting MRPS, an amount corresponding to a portion of the Type S Non-Voting MRPS Share
Premium Account equal to the balance of the Type S Non-Voting MRPS Share Premium Account divided by the number
of outstanding Type S Non-Voting MRPS prior to the redemption; plus

iv. either (a) in the case of a redeemed Type X Non-Voting MRPS, an amount corresponding to the portion of the

4. the payment of the amounts under 3.ii. to 3.iv. above may only be paid from sums available for distribution in

accordance with article 72-1 of the Law (the “Available Sums”).

However, on the Maturity Date, if Available Sums are insufficient for the Company to redeem all the Non-Voting

As long as the Redemption Price at Maturity has not been paid in full, no dividend shall be paid to the Shareholders.

Title III - Management

Art. 11. Appointment of the directors. The Company is managed by a board of directors composed of seven directors

appointed in accordance with the provisions of this Article, save that where the Company has a sole Shareholder, it may
be managed by a sole director having the powers of the board of directors. In this case, any reference made hereunder
to the board of directors of the Company, shall be read as a reference to the sole director of the Company, if appropriate.

No director need be a Shareholder of the Company. The directors shall be appointed for a six year period, and may

be removed at any time with or without cause, by resolution of the sole Shareholder, or in case of plurality of Shareholders
by a resolution of Shareholders taken during a general meeting. The remuneration, if any, of the directors shall be de-
termined in the same manner.

Directors will be re-eligible for successive period(s) of six years, without any restriction.
In the event of a vacancy in the office of director, the remaining directors may by way of cooption elect another director

to fill the vacancy until the next Shareholders’ meeting in accordance with the Law.

The board of directors shall always be composed so that:
- four directors shall be appointed from a list of candidates proposed by the holder(s) of the Preference Shares holding

a simple majority of the Preference Shares (the “Preference Directors”);

- one director shall be appointed from a list of candidates proposed by the holder(s) of the Ordinary Shares holding

a simple majority of the Ordinary Shares (the “Ordinary Director”);

- one director shall be appointed from a list of candidates proposed by the holder(s) of the Preference Shares holding

a simple majority of the Preference Shares and shall be a resident of the Grand Duchy of Luxembourg (the “Preference
Resident Director”); and

- one director shall be appointed from a list of candidates proposed by the holder(s) of the Ordinary Shares holding

a simple majority of the Ordinary Shares and shall be a resident of the Grand Duchy of Luxembourg (the “Ordinary
Resident Director”).

Any Shareholder shall be entitled by notice in writing to the Company and to the other Shareholders to propose the

nomination of directors by submitting a list of at least twice as many candidates as there are vacancies for directors
(subject to a minimum of three candidates), including the name and details of the candidates, either (a) to the meeting of
the Shareholders of the Company that will choose from the candidates and appoint the director(s), or (b) to the meeting
of the board of directors of the Company that will fill the vacancy of the office of director in accordance with the Law,
as appropriate.

The Shareholders shall exercise their voting rights to fulfil the requests for the nomination of directors made by the

other Shareholders in accordance with this article, and to ensure that the composition of the board of directors remains
in accordance with this article.

If a legal person is appointed as director of the Company, it shall inform the Company of the name and details of the

individual who shall serve as its permanent representative in order to exercise its director’s duties.

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Art. 12. Powers of the directors. The board of directors is vested with the broadest powers to perform all acts

necessary or useful for accomplishing the Company’s purpose. All powers not expressly reserved by the Law or the
Articles to the sole Shareholder, or in case of plurality of Shareholders, to the general meeting of Shareholders, fall within
the competence of the sole director, or in case of plurality of directors, within the competence of the board of directors.

The Company shall be bound by the sole signature of its sole director, or in case of plurality of directors, by the joint

signature of any two directors.

The board of directors may from time to time delegate its powers for specific tasks to one or several ad hoc agents

who need not be Shareholder(s) or director(s) of the Company. The board of directors will determine the powers and
remuneration (if any) of the agent, and the duration of its representation as well as any other relevant condition.

The day-to-day management of the business of the Company and the power to represent the Company with respect

thereto may be delegated to one or more directors, officers, and/or agents, who need not be Shareholder(s) of the
Company.

Art. 13. Board of directors. The board of directors elects among the directors a chairman who shall preside at all

meetings of the board of directors. In case of absence of the chairman, the board of directors shall be chaired by a director
present and appointed for that purpose.

The board of directors may also appoint a secretary who need not be director or Shareholder of the Company and

who shall be responsible for keeping the minutes of the board meetings.

The board of directors shall meet when convened by the chairman or by request of two directors, and in any event

at least once every three calendar months.

Meetings of the board of directors shall be held in Luxembourg, Grand Duchy of Luxembourg or at such other place

as all of the directors may from time to time agree.

Notice stating the agenda of all the business to be discussed, the time and the place, shall be given to all directors at

least seven business days (being a day which is not a Saturday or Sunday and on which banks are ordinarily open for
business in Luxembourg, a “Business Day”) in advance of the time set for such meeting, except when waived by the
consent of the majority of the directors, including the Ordinary Director. Any matter not included in the agenda may not
be raised at the meeting unless all the directors agree.

Any director may act at any meeting by appointing in writing or by any other suitable telecommunication means another

director as his proxy. A director may represent more than one director.

Any and all directors may participate to a meeting by phone, videoconference, or any suitable telecommunication

means allowing all directors participating in the meeting to hear each other at the same time. Such participation is deemed
equivalent to a participation in person.

A meeting of the board of directors is duly constituted for all purposes if at the commencement of the meeting there

are present in person or by alternate not less than four directors, including at least three Preference Directors and the
Ordinary Director.

Decisions of the board of directors are validly taken by a resolution approved at a duly constituted meeting of directors

of the Company by the majority vote of the directors present and represented who voted and did not abstain, save for
the following matters (the “Reserved Matters”), which require either (a) the approval of the Preference Directors and
the Ordinary Director, or (b) in the event that the board of directors are taking the decision by circular resolution, a
unanimous circular resolution of the board of directors:

- appointing, removing or changing the auditors of the Company;
- licensing, transferring or encumbering any proprietary technology of the Company;
- approving the annual business plan and budget (which includes an annual capital expenditure forecast) of the Company

and any revisions thereof including contributions that the Shareholders may be required to make in that regard and any
material amendment to any approved business plan and budget including any new proposed capital expenditures and/or
any strategic direction change of the Company;

- forming or acquiring any subsidiary of the Company;
- submitting to the general meeting of Shareholders amendments to the articles of association of the Company, or

amending the articles or bylaws of any subsidiary of the Company;

- submtting to the general meeting of Shareholders the liquidation or dissolution of the Company;
- entering into any joint venture agreement with any third party by the Company;
- submtting to the general meeting of Shareholders reorganizing or merging the Company;
- purchasing or redeeming Shares, Non-Voting MRPS or other securities in the Company;
- encumbering all or substantially all of the property or capital assets of the Company;
- owning or acquiring any securities of an unrelated issuer;
- guaranteeing payment of debt of any unrelated person or entity except as may be agreed;
- selling or transferring all or substantially all of the property or capital assets of the Company;

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U X E M B O U R G

- issuing new Shares, Non-Voting MRPS or other securities, warrants, options or granting any other rights to newly

issued Shares and Non-Voting MRPS except if that issuance or grant has been approved as part of the approval of an
annual business plan and budget;

- suspending the payment of dividends, creating voluntary reserves or retaining any earnings including but not limited

to working capital reserves;

- settling any material legal or arbitration proceedings; and
- drawing up of the annual accounts of the Company.
In the event of a tied vote, the chairman shall not have a casting vote.
Deliberations of the board of directors shall be recorded in minutes signed by the chairman or by two directors.

Copies or extracts of such minutes shall be signed by the chairman or by two directors.

In the event of extraordinary matters only (being matters justified by urgency and the corporate interest of the Com-

pany), may circular resolutions of the board of directors be validly taken, by being approved in writing and signed by all
directors in person in order to evidence their unanimous consent. Such approval may be in a single document or in several
separate documents sent by fax, e-mail, telegram or telex. These resolutions shall have the same effect as resolutions
voted at a directors’ meeting, duly convened.

The Shareholders shall be entitled to appoint a duly authorised representative to attend as an observer or advisor at

meetings of the board of directors, provided that such representatives shall have no right to vote and must have no
economic or political interest in the Company. Each Shareholder shall pay its own cost and fees related to the repre-
sentatives and shall assume full responsibilities for any breach of fiduciary duty by such representatives. Each Shareholder
will inform the other Shareholders timely of who will act as its representative and any replacements thereof.

At least one month prior to the beginning of each financial year of the Company, the board of directors shall prepare

a draft business plan and a draft budget for that forthcoming financial year. The business plan and budget shall be approved
by the board of directors at least five Business Days prior to the beginning of the financial year in question.

The board of directors shall prepare and shall provide to each director, within four weeks of the end of each month,

management accounts in respect of that month, including a detailed profit and loss account, a balance sheet and cash flow
statement, an analysis of sales and other revenue, a review of the budget together with reconciliation of results with
revenues and capital budgets for the corresponding period, and (if requested by the directors) a statement of the source
and application of funds for such period.

Art. 14. Liability of the directors. No director assumes any personal liability in relation with any commitment validly

made by him in the name of the Company in accordance with these Articles, by reason of his function as a director of
the Company.

Title IV - Shareholder meetings

Art. 15. Sole Shareholder. A sole Shareholder assumes all powers devolved to the general meeting of Shareholders in

accordance with the Law. In this case, any reference made hereunder to the general meeting of the Shareholders of the
Company, shall be read as a reference to the sole Shareholder of the Company.

The contracts concluded between the sole Shareholder and the Company must be recorded on minutes or drawn-

up in writing.

Art. 16. General meetings. The board of directors and the statutory auditor(s) are entitled to convene a general

meeting of Shareholders. They shall convene it so that it is held within a period of one month when Shareholders rep-
resenting one-tenth of the share capital of the Company require such convening by a written request indicating the agenda
of the meeting.

Written notices convening a general meeting, stating the place, day and hour of the meeting, and setting forth the

agenda shall be sent to each Shareholder and each Director at least seven Business Days before the meeting, specifying
the time and place of the meeting.

Meetings of the Shareholders shall be held in Luxembourg, Grand Duchy of Luxembourg, or at such other place as all

of the Shareholders may from time to time agree.

If all the Shareholders are present or represented at the general meeting, and state that they have been duly informed

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

Any Shareholder may be represented and act at any general meeting by appointing in writing another person to act as

such Shareholder’s proxy, which person needs not be a Shareholder of the Company.

Any Shareholder may participate in any general meeting by telephone, videoconference, or any other suitable method

of telecommunication allowing his identification and an effective participation in the meeting. Such participation is deemed
equivalent to participation in person.

Resolutions of the ordinary general meetings of Shareholders are validly taken at the majority of votes cast, by Share-

holder(s), present or represented and entitled to cast a vote, provided that all Shareholders are present or represented.

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U X E M B O U R G

The extraordinary general meeting of Shareholders validly decides where all Shareholders are present or represented.

If the quorum is not reached at a first meeting, the Shareholders shall be convened by registered letter to a second
meeting, with the quorum remaining the same.

However, resolutions to amend the Articles shall only be adopted by a resolution taken during an extraordinary general

meeting by at least two-thirds of the votes of the Shareholders present or represented who voted and did not abstain
or which vote is not null.

Notwithstanding the above, decisions in relation to Reserved Matters shall require the approval of all Shareholders.
A general Shareholders’ meeting convened in order to approve the last closed financial accounts of the Company shall

be held annually in Luxembourg at the registered office of the Company on the third Wednesday of March at 3.00 p.m.
or on the following Business Day if such day is not a Business Day.

The Company shall provide each Shareholder with audited accounts of the Company (and, if applicable, consolidated

accounts of the Company and its subsidiaries) for each financial year within three months of the end of that financial year.

Minutes of the general meeting of Shareholders shall be signed by the chairman, or if applicable by his substitute, and

the scrutineer(s) of the meeting and Shareholders who request to do so.

Any Shareholder may vote at any general meeting by post, using the voting form supplied by the Company with the

notice of the general meeting, and provided that the duly completed voting form is received by the Company at its
registered office prior to the date of the general meeting, with such Shareholder being deemed to be present or repre-
sented at the general meeting for the purposes of quorum and voting.

Between the fifth anniversary and the sixth anniversary of the incorporation of the Company (such period excluding

the day of the fifth anniversary and the day of the sixth anniversary) the holder of the Preference Shares may exercise a
call option to acquire, or the holder of the Ordinary Shares may exercise a put option to require the holder of the
Preference Shares to acquire, all of the Ordinary Shares in consideration for a payment to the holder of the Ordinary
Shares of an amount to be agreed between the holder of the Preference Shares and the holder of the Ordinary Shares
(the “Option”). The Option may be exercised by notice in writing from the Shareholder exercising the Option to the
other Shareholder.

Title V - Financial year - Balance sheet - Profits - Audit

Art. 17. Financial year. The financial year of the Company runs from the first of January to the thirty-first of December,

with the exception of the first financial year, which will start today and end on the 31

December 2010.

Art. 18. Annual accounts. Each year, as at the end of the financial year, the board of directors shall draw up a balance

sheet and a profit and loss account and their annex in accordance with the Law. The annual accounts will then be submitted
to the annual general Shareholders’ meeting for approval.

Fifteen days before the annual general meeting of Shareholders, each Shareholder may inspect at the Company’s

registered office, the balance sheet and the profit and loss account as well as the documentation mentioned under article
73 of the Law.

Art. 19. Profits. The credit balance of the profit and loss account, after deduction of the expenses, costs, amortizations,

charges and provisions, such as approved by the sole Shareholder, or in case of plurality of Shareholders, by the general
meeting of the Shareholders, represents the net profits of the Company.

The net profits of the Company may be distributed by the general meeting of the Shareholders as follows:
Each financial year, 5% (five percent) of the net profits shall be allocated to the legal reserve account of the Company.

This allocation ceases to be compulsory when the legal reserve amounts to one tenth of the share capital, but must be
resumed at any time when it has been broken into.