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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° 2321

29 octobre 2010

SOMMAIRE

Adenium Sicav . . . . . . . . . . . . . . . . . . . . . . . . .

111400

Allianz Finance V Luxembourg S.à r.l. . . .

111401

Altair Holding S.A. . . . . . . . . . . . . . . . . . . . . .

111406

Azure Placements S.à r.l. . . . . . . . . . . . . . . .

111395

Bordeso Holding S.A. . . . . . . . . . . . . . . . . . . .

111394

Candle LuxCo 2 S.à r.l. . . . . . . . . . . . . . . . . .

111398

Candle LuxCo S.à r.l. . . . . . . . . . . . . . . . . . . .

111395

Delta Investissements S.A. . . . . . . . . . . . . . .

111396

Enel Finance International S.A. . . . . . . . . . .

111401

Eurocool S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

111408

Goo Goos S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

111399

J S Holdings Luxembourg S.à r.l. . . . . . . . .

111397

Lion/Polaris Lux 4 S.A. . . . . . . . . . . . . . . . . . .

111407

Loupus Magnus SA . . . . . . . . . . . . . . . . . . . . .

111392

Moab S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

111393

Porter International S.à.r.l. . . . . . . . . . . . . .

111392

Prefaco S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

111389

PROCOMA (Services) S.à r.l. . . . . . . . . . . .

111389

PROCOMA (Services) S.à r.l. . . . . . . . . . . .

111392

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

111389

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

111389

Raphael Invest S.A. . . . . . . . . . . . . . . . . . . . . .

111393

Regina Investment S.A. . . . . . . . . . . . . . . . . .

111362

Resam Europe S.A. . . . . . . . . . . . . . . . . . . . . .

111394

Resam Europe S.A. . . . . . . . . . . . . . . . . . . . . .

111390

Resam Europe S.A. . . . . . . . . . . . . . . . . . . . . .

111394

Roses Immobilier S.A. . . . . . . . . . . . . . . . . . .

111390

Rostuwa S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

111394

Rotavax Luxembourg No. 1 S.à r.l. . . . . . .

111389

Rotavax Luxembourg No. 2 S.à r.l. . . . . . .

111393

San Matteo S.A. . . . . . . . . . . . . . . . . . . . . . . . .

111395

Sanope S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

111399

SCP V MobilTel Luxco Holdings S.à r.l. . .

111397

SCP V MobilTel Luxco Holdings S.à r.l. . .

111401

Shire Holdings Ireland Limited, Luxem-

bourg Branch . . . . . . . . . . . . . . . . . . . . . . . . .

111396

Shire Holdings Ireland No.2 Limited, Lu-

xembourg Branch . . . . . . . . . . . . . . . . . . . . .

111396

Société Holding Pelmo . . . . . . . . . . . . . . . . .

111401

SPA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

111392

Stemel Carinvest S.A. . . . . . . . . . . . . . . . . . .

111391

Surepoint Services Holdings S. à r.l. . . . . .

111397

System Trading International S.A. . . . . . . .

111399

Teekay European Holdings S.à r.l. . . . . . . .

111391

Tension Holding S.A. . . . . . . . . . . . . . . . . . . .

111391

Tension Holding S.A. . . . . . . . . . . . . . . . . . . .

111404

Timbra Holding Luxemburg S.A. . . . . . . . .

111405

Tong International S.A. . . . . . . . . . . . . . . . . .

111405

Tooting Broadway S. à r. l. . . . . . . . . . . . . . .

111400

Tremagi S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

111404

Trois Sources Lomont Holdings S.à r.l. . .

111404

Tung Luxembourg Holding S.A. . . . . . . . . .

111397

Tunis Bay S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

111390

Unica Holding S.A. . . . . . . . . . . . . . . . . . . . . .

111391

Unica Holding S.A. . . . . . . . . . . . . . . . . . . . . .

111406

Unica Holding S.A. . . . . . . . . . . . . . . . . . . . . .

111406

Unica Holding S.A. . . . . . . . . . . . . . . . . . . . . .

111391

Unica Holding S.A. . . . . . . . . . . . . . . . . . . . . .

111405

United Healthcare Bulgaria S.à r.l. . . . . . . .

111405

Urbaterre S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

111407

Versailles III . . . . . . . . . . . . . . . . . . . . . . . . . . .

111408

Vintage Investments S.à r.l. . . . . . . . . . . . . .

111408

Wagner Selection S.A. . . . . . . . . . . . . . . . . .

111397

Winstimmo International Holding S.A. . .

111400

Winstimmo International Holding S.A. . .

111408

111361

U X E M B O U R G

Regina Investment S.A., Société Anonyme.

Siège social: L-2520 Luxembourg, 21, allée Scheffer.

R.C.S. Luxembourg B 132.880.

MERGER PLAN

PROJET DE FUSION

In the year two thousand and ten, on the twentieth of October.
Before, Maître Henri Hellinckx, residing in Luxembourg, Grand Duchy of Luxembourg.

There appeared:

1) Luxembourg Corporation Company S.A., a public company with limited liability (société anonyme), having its re-

gistered office at 20, rue de la Poste L-2346 Luxembourg and registered with the Luxembourg Trade and Companies
Register under the number B 37.974, being the sole director of Regina Investment S.A., a public company with limited
liability (société anonyme), having its registered office at 21, allée Scheffer, L-2520 Luxembourg and registered with the
Luxembourg Trade and Companies Register under the number B 132.880 (the Surviving Company),

acting on the basis of a resolution of the sole director of Regina Investment S.A. dated 20 October 2010 and hereby

represented by Charles Baudouin, lawyer, professionally residing in Luxembourg, by virtue of a proxy given under private
seal; and

2) Trust International Management (T.I.M.) B.V., a private company with limited liability incorporated under the law

of the Netherlands, having its registered office at Naritaweg 165, 1043 BW Amsterdam, the Netherlands and registered
with the Chamber of Commerce and Industries of Amsterdam under the number 33160097, being the sole director of
Regina Investment N.V., a public company with limited liability incorporated under the law of the Netherlands, having its
registered office at Naritaweg 165, 1043 BW Amsterdam, the Netherlands and registered with the Chamber of Com-
merce and Industries of Amsterdam under the number 34137201 (the Disappearing Company),

hereby represented by Charles Baudouin, lawyer, professionally residing in Luxembourg, by virtue of a proxy given

under private seal,

(together the Merging Companies and each a Merging Company).
The said proxies, after having been signed ne varietur by the proxyholder acting on behalf of the appearing parties and

the undersigned notary, shall remain attached to the present deed to be filed with such deed with the registration
authorities.

The appearing parties, represented as stated hereabove, have requested the undersigned notary, to state as follows

the merger plan (the Merger Plan):

WHEREAS:
(A) The Surviving Company was incorporated under the name of Kiara S.à r.l. pursuant to a deed of Maître Paul Decker

dated 12 October 2007.

(B) The Surviving Company changed its name to Regina Investment S.à r.l. pursuant to a deed of Maître Martine

Schaeffer dated 11 December 2007.

limited liability) to a société anonyme (public company with limited liability) pursuant to a deed of Maître Henri Hellinckx
dated 7 May 2010.

(D) The Disappearing Company was incorporated under the name Masino Holding B.V. on 30 June 2000 pursuant to

a notarial deed executed on that same date before a deputy of O.B. Okkinga, civil law notary, at that time practising in
Rotterdam, the Netherlands.

(E) The Disappearing Company changed its corporate form from a besloten vennootschap met beperkte aansprake-

lijkheid (private company with limited liability) to a naamloze vennootschap (public company) pursuant to a notarial deed
executed on 29 April 2009 before R.J.J. Lijdsman, civil-law notary in Amsterdam, the Netherlands. In connection with the
aforementioned conversion, no changes were implemented with regard to the share capital of the Disappearing Company.

(F) The Disappearing Company is the sole shareholder of the Surviving Company and holds all of its thirty thousand

seven hundred and forty six (30,746) shares with a par value of one hundred and twenty-five Euros (EUR 125) each,
representing the entire subscribed share capital of the Surviving Company of three million eight hundred and forty-three
thousand two hundred and fifty Euros (EUR 3,843,250).

(G) The EU Directive 2005/56/EG on cross-border mergers (the EU Directive) has been implemented on 15 July 2008

in the Netherlands.

(H) The EU Directive has been implemented by a law dated 25 August 2009 and a law dated 19 June 2009 in Luxem-

bourg.

(I) The financial year of both Merging Companies is the calendar year.

111362

U X E M B O U R G

(J) None of the Merging Companies has been dissolved and no resolutions have been adopted to dissolve the Merging

Companies, nor has any request thereto been filed; none of the Merging Companies has been declared bankrupt, nor has
a suspension of payment been declared, nor have any requests thereto been filed.

(K) No Supervisory Board has been established in the Disappearing Company.
(L) Article 2:333h of the Dutch Civil Code does not apply to the Merger as defined hereinafter, since the Merger is

an intra-group merger.

(M) According to information given by the Management Board of the Disappearing Company, the Disappearing Com-

pany does not hold any legal title to any real estate properties.

(N) According to information given by the Management Board of the Disappearing Company, the Disappearing Com-

pany has no employees. There are no employee participation rights with respect to the Disappearing Company.

(O) According to information given by the Management Board of the Disappearing Company, no share certificates are

issued for shares in the capital of the Disappearing Company.

(P) According to information given by the Management Board of the Disappearing Company, there are no holders of

a right of pledge and/or a right of usufruct on shares in the capital of the Disappearing Company.

(Q) The Merging Companies have the intention to merge pursuant to section XIV of the Luxembourg Act dated 10th

August 1915 on commercial companies, as amended, (the Companies Act), to article 2:308 et seq. of the Dutch Civil
Code and in accordance with the Council Regulation (EC) N

2157/2001 of 8 October 2001 on the Statute for a European

company (SE) (the Regulation) in such a way that the Merger will have the following ipso iure and simultaneous conse-
quences: (i) the Disappearing Company will cease to exist, (ii) the assets and liabilities of the Disappearing Company will
be acquired by the Surviving Company under universal title of succession, (iii) the sole shareholder of the Disappearing
Company will effectively become the sole shareholder of the Surviving Company, and (iv) the Surviving Company will
adopt the corporate form of an European company (société européenne and hereafter the SE) (the Merger).

(R) The provisions of this Merger Plan that are exclusively required by either Luxembourg law or Dutch law, will only

have effect in the jurisdiction in which such provisions are required by law and will only be taken into account to scrutinise
the internal legality of the Merger as regards that part of the procedure which concerns the Merging Company subject
to that national law. With regard to the other Merging Company and the other authorities involved in the Merger, such
provisions will be presumed to be included for information purposes only and they will not be taken into account to
scrutinise the internal legality of the Merger as regards that part of the procedure which concerns that other Merging
Company.

The appearing parties hereby make the following

Merger Plan

(1) The companies involved in the intended Merger are (i) the Surviving Company, Regina investment S.A., a public

company with limited liability (société anonyme), having its registered office at 21, allée Scheffer, L-2520 Luxembourg and
registered with the Luxembourg Trade and Companies Register under the number B 132.880 and (ii) the Disappearing
Company, Regina Investment N.V., a public company incorporated under the law of the Netherlands, having its registered
office at Naritaweg 165, 1043 BW Amsterdam, the Netherlands and registered with the Chamber of Commerce and
Industries of Amsterdam under the number 34137201.

At the date of completion of the Merger, the Surviving Company will, ipso iure adopt the corporate form of the SE

and will be renamed Regina Investment SE, having its registered office at 21, allée Scheffer, L-2520 Luxembourg and
registered with the Luxembourg Trade and Companies Register under the number B 132.880.

(2) The articles of association of the SE and the articles of association of the Surviving Company are attached to the

present Merger Plan.

(3) The Surviving Company will increase its nominal share capital by an amount of EUR 120,000 to bring it from its

current amount of EUR 3,843,250 to EUR 3,963,250 by way of the issuance of 960 new shares with a par value of EUR
125 each (the New Shares) and will reduce its share capital by an amount of EUR 3,843,250 from its amount of EUR
3,963,250 to an amount of EUR 120,000, by way of the cancelation of the 30,746 shares held by the Company with a par
value of EUR 125 in order that the share capital of the Surviving Company is set at EUR 120,000 and is only composed
of the New Shares. The New Shares shall be allotted to the sole shareholder of the Disappearing Company in accordance
with the following share exchange ratio of 2.1333 new shares of the Surviving Company for each share of the Disappearing
Company. No cash payment is to be made.

The New Shares shall be allotted to the sole shareholder of the Disappearing Company at the date of completion of

the Merger.

(4) The shareholders of the Merging Companies have resolved on and agreed that the auditor's certificate as referred

to in the first sentence of the first paragraph of Section 2:328 of the Dutch Civil Code, the auditor's report as referred
to in the second paragraph of Section 2:328 of the Dutch Civil Code, as well as the requirement for a report of an
independent auditor as prescribed by article 266 of the Luxembourg Companies Act will not be applicable to this Merger.

(5) The New Shares shall entitle its owner to participate for the first time in the profits of the SE of the financial year

starting on 1 January 2010. The rights to participate in the profits of the SE are not contingent to any special condition.

111363

U X E M B O U R G

(6) The effective date from which the operations of the Disappearing Company will be treated, for accounting purposes,

as being carried out on behalf of the SE shall be 1 January 2010.

(7) No special rights are attached to the shares of the Merging Companies and to the New Shares issued by the SE.

As there are no persons who, in any capacity other than as shareholder have special rights against the Disappearing
Company, no special rights will be given and no compensation will be paid to anyone.

(8) No special advantages or benefits have been or will be granted neither to the directors of the Merging Companies

nor to their auditors or to any independent expert examining the present Merger Plan.

(9) Neither the Surviving Company nor the Disappearing Company have currently issued (convertible) bonds, profit

sharing rights or similar (no voting) securities.

(10) To establish the terms and conditions of the Merger, the Management Board of each of the Merging Companies

prepared interim financial accounts included in interim balance sheets as 31 August 2010.

(11) Information on the valuation of the assets and liabilities which will be acquired by the Surviving Company has to

be included further to article 2:333d of the Dutch Civil Code:

Upon the Merger being effected, the Disappearing Company will cease to exist and the Surviving Company will acquire

all assets and liabilities of the Disappearing Company under universal succession of title. The assets and liabilities of the
Disappearing Company which will be acquired by the Surviving Company are valuated as follows; on the basis of the
balance sheet of the Disappearing Company as of 31 August 2010:

Total Assets: EUR 5,638,225
Total Liabilities: EUR 2,989
(12) The composition of the Management Board of the Surviving Company shall, in connection with the Merger, not

be changed, Luxembourg Corporation Company S.A. becoming the sole director of the SE.

(13) The date per which the financial data of the Disappearing Company will be accounted for in the annual accounts

of the Surviving Company will be 1 January 2010.

(14) There are no intentions involving continuance or termination of activities, the activities of the Disappearing

Company will be continued by the Surviving Company.

(15) The Merger has no effect on the goodwill and distributable reserves of the Surviving Company.
(16) Neither the Surviving Company or the Disappearing Company employ any employees. No works council has been

established with either of the Merging Companies. The organisational structure of employment will not be affected by
the Merger. Other measures that could have consequences for employees, if any, of either the Surviving Company or the
Disappearing are not envisaged in the scope of the Merger.

(17) Article 2:333k paragraph 2 of the Dutch Civil Code and article 263 (6) of the Companies Act do not apply to the

Merger since there are no employee participation rights.

(18) The Merger will be approved by the shareholders of the Merging Companies. As a result and pursuant to article

267 of the Companies Act and article 2:134 paragraph 2 Dutch Civil Code, the following documents shall be available for
inspection by the shareholders of the Merging Companies (and with the possibility to receive a copy free of charge) at
the registered offices of each of the Merging Companies during one (1) month following the publication of the Merger
Plan in the Mémorial C respectively for at least one (1) month following the date the announcement of such deposition
is published in a Dutch national daily newspaper:

(a) this Merger Plan and the reports from the Management Boards of the Merging Companies explaining the Merger

Plan;

(b) the annual accounts, including the annual reports, of each of the Merging Companies for the financial years ended

on 31 December 2007, 31 December 2008 and 31 December 2009;

(c) an accounting statement as of 31 August 2010 of each of the Merging Companies.
(19) It is anticipated that the general meeting of shareholders of the Disappearing Company shall adopt the resolution

to implement the Merger in accordance with article 2:317 of the Dutch Civil Code.

(20) In accordance with the provisions of article 2:316 of the Dutch Civil Code, the creditors of the Merging Companies

may oppose the intended Merger within one (1) month following the date the announcement of the deposition of, inter
alia, the Merger Plan at the Chamber of Commerce and Factories of Amsterdam is published in a Dutch national daily
newspaper.

(21) Pursuant to article 268 of the Companies Act, creditors of the Surviving Company, whose claim pre-date the date

of publication of the notarial deed recording the approval of the Merger by the extraordinary general meeting of the sole
shareholder of the Surviving Company, may, notwithstanding any agreement to the contrary, apply within two months
of that publication to the judge presiding the chamber of commerce of the Tribunal d'Arrondissement of Luxembourg
dealing with commercial matters in order to obtain adequate safeguard of collateral for any matured or unmatured debts,
where the Merger would make such protection necessary.

No special arrangements are made for the exercise of the rights of the Merging Companies' creditors.
(22) The Surviving Company is fully owned by the Disappearing Company. The Disappearing Company is itself fully

owned by a unique shareholder. Having no minority shareholders, no arrangement has to be made in relation to it.

111364

U X E M B O U R G

(23) In accordance with article 27 of the Regulation and article 273bis of the Companies Act, the Merger shall take

effect on the date on which the SE is registered at the Luxembourg Trade and Companies Register.

Articles of Association of the SE

Art. 1. Form and Name. There exists a European company ("société européenne") under the name of "Regina Invest-

ment SE" (the Company).

The Company may have one shareholder (the Sole Shareholder) or more shareholders. The Company will not be

dissolved by the death, suspension of civil rights, insolvency, liquidation or bankruptcy of the Sole Shareholder.

Any reference to the shareholders in the articles of association of the Company (the Articles) shall be a reference to

the Sole Shareholder of the Company if the Company has only one shareholder.

Art. 2. Registered Office. The registered office of the Company is established in Luxembourg, Grand Duchy of Lu-

xembourg. It may be transferred within the boundaries of the municipality of Luxembourg by a resolution of the board
of directors of the Company (the Board) or, in the case of a sole director (the Sole Director) by a decision of the Sole
Director.

The registered office of the Company may be transferred to another member State of the European Union in accor-

dance with the articles 101-2 to 101-17 of the Luxembourg act dated 10 August 1915 on commercial companies, as
amended, (the Companies Act) meaning:

1. the Board, or as the case may be, the Sole Director, shall draw up a transfer proposal in writing to be published in

accordance with article 101-2 and 101-3 of the Companies Act;

2. the Board, or as the case may be, the Sole Director, shall draw up a report explaining and justifying the legal and

economic aspects of the transfer and explaining the implications of the transfer for the shareholders, creditors and
employees;

3. the shareholders and the creditors of the Company shall be entitled, at least one month before the general meeting

called upon to decide on the transfer, to examine, at the registered office of the Company, the transfer proposal, the
report drawn-up by the Board and on request, to obtain copies of those documents free of charge;

4. the transfer requires the approval of the general meeting of the shareholders of the Company (the General Meeting)

adopted in the manner required for amendments of the Articles, as prescribed in Article 11 below. No decision may be
taken within two months following the publication of the transfer proposal pursuant to article 101-6 of the Companies
Act;

5. the creditors of the Company whose claims predate the publication of the transfer proposal pursuant to article

101-3 of the Companies Act may in accordance with article 101-7 of the Companies Act, and notwithstanding any agree-
ments to the contrary, within two months of such publication, apply to the judge presiding the chamber of the Tribunal
d'Arrondissement in the district in which the registered office of the Company is located, for the constitution of security
in case the transfer would have as an effect to jeopardize the general lien of such creditors or to impede the enforcement
of their claims;

6. the minutes of the General Meeting which resolves on the transfer shall be established as a notarial deed. The notary

shall issue a certificate attesting in a conclusive manner as to the completion of the acts and formalities which need to be
accomplished prior to the transfer;

7. the transfer of the registered office of the Company and the resulting amendment of its Articles shall take effect on

the date of registration of the transfer.

Art. 3. Duration. The Company is formed for an unlimited duration.
The Company may be dissolved, at any time, by a resolution of the General Meeting adopted in the manner required

for amendments of the Articles, as prescribed in Article 11 below.

Art. 4. Corporate Objects. The corporate objects of the Company are (i) the acquisition, holding and disposal, in any

form, by any means, whether directly or indirectly, of participations, rights and interests in, and obligations of, Luxembourg
and foreign companies, (ii) the acquisition by purchase, subscription, or in any other manner, as well as the transfer by
sale, exchange or in any other manner of stock, bonds, debentures, notes and other securities or financial instruments
of any kind (including notes or parts or units issued by Luxembourg or foreign mutual funds or similar undertakings) and
receivables, claims or loans or other credit facilities and agreements or contracts relating thereto, and (iii) the ownership,
administration, development and management of a portfolio of assets (including, among other things, the assets referred
to in (i) and (ii) above).

The Company may borrow in any form. It may enter into any type of loan agreements and it may issue notes, bonds,

debentures, certificates, shares, beneficiary parts, warrants and any kind of debt or equity securities including under one
or more issuance programmes. The Company may lend funds including the proceeds of any borrowings and/or issues of
securities to its subsidiaries, affiliated companies or to any other company.

The Company may also give guarantees and grant securities in favour of third parties to secure its obligations or the

obligations of its subsidiaries, affiliated companies or any other company. The Company may further pledge, transfer,
encumber or otherwise create security over some or all of its assets.

111365

U X E M B O U R G

The Company may enter into, execute and deliver and perform any swaps, futures, forwards, derivatives, options,

repurchase, stock lending and similar transactions. The Company may generally employ any techniques and instruments
relating to investments for the purpose of their efficient management, including, but not limited to, techniques and ins-
truments designed to protect it against credit, currency exchange, interest rate risks and other risks.

The descriptions above are to be understood in their broadest sense and their enumeration is not limiting. The

corporate objects shall include any transaction or agreement which is entered into by the Company, provided it is not
inconsistent with the foregoing enumerated objects.

In general, the Company may take any controlling and supervisory measures and carry put any operation or transaction

which it considers necessary or useful in the accomplishment and development of its corporate objects.

The Company may carry out any commercial, industrial, financial, personal, and real estate operations, which are

directly or indirectly connected with its corporate purpose or which may favour its development.

Art. 5. Share Capital. The subscribed share capital is set at EUR 120,000 (one hundred twenty thousand Euro), re-

presented by 960 (nine hundred and sixty) shares having a par value of EUR 125 (one hundred and twenty-five Euro) per
share each.

The subscribed share capital of the Company may be increased or reduced by a resolution adopted by the General

Meeting in the manner required for amendment of the Articles, as prescribed in Article 11 below.

Art. 6. Shares. The shares of the Company shall be in registered form (actions nominatives).
A register of shares will be kept at the registered office, where it will be available for inspection by any shareholder.

Such register shall set forth the name of each shareholder, its residence or elected domicile, the number of shares held
by it, the amounts paid in on each such share, and the transfer of shares and the dates of such transfers. The ownership
of the shares will be established by the entry in this register.

The Company will recognise only one holder per share. In case a share is held by more than one person, the Company

has the right to suspend the exercise of all rights attached to that share until one person has been appointed as soie
owner in relation to the Company. The same rule shall apply in the case of conflict between an usufruct holder (usufruitier)
and a bare owner (nu-propriétaire) or between a pledgor and a pledgee.

The Company may redeem its own shares within the limits set forth by law.

Art. 7. Transfer of Shares. The transfer of shares may be effected by a written declaration of transfer entered in the

register of the shareholder(s) of the Company, such declaration of transfer to be executed by the transferor and the
transferee or by persons holding suitable powers of attorney or in accordance with the provisions applying to the transfer
of claims provided for in article 1690 of the Luxembourg civil code.

The Company may also accept as evidence of transfer other instruments of transfer evidencing the consent of the

transferor and the transferee satisfactory to the Company.

Art. 8. Debt Securities. Debt securities issued by the Company in registered form may, under no circumstances, be

converted into debt securities in bearer form.

Art. 9. Powers of the General Meeting of the Company. As long as the Company has only one shareholder, the Sole

Shareholder assumes all powers conferred to the General Meeting. In these Articles, decisions taken, or powers exercised,
by the General Meeting shall be a reference to decisions taken, or powers exercised, by the Sole Shareholder as long as
the Company has only one shareholder. The decisions taken by the Sole Shareholder are documented by way of minutes.

In the case of a plurality of shareholders, any regularly constituted General Meeting shall represent the entire body of

shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to all the
operations of the Company.

Art. 10. Annual General Meeting of the Shareholders - Other Meetings. The annual General Meeting shall be held, in

accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other
place in the municipality of the registered office as may be specified in the convening notice of the meeting, on the third
Thursday of June of each year at 2.00 p.m. CET. The meeting must be held within six months after the end of the financial
year (also in case unlisted securities or securities listed on Euro MTF are issued); if securities listed on regulated market
(as defined in article 4, paragraph 1 item 14 of Directive 2004/39/EC) are issued, the meeting must be held (as long as
the securities are listed thereon) within 3 months of the end of financial year unless the denominations of these securities
are above EUR 50,000. If such day is not a business day for banks in Luxembourg, the annual General Meeting shall be
held on the next following business day.

The annual General Meeting may be held abroad if, in the absolute and final judgment of the Board exceptional cir-

cumstances so require.

Other General Meetings of the shareholders of the Company may be held at such place and time as may be specified

in the respective convening notices of the meeting.

Any shareholder may participate in a General Meeting by conference call, video conference or similar means of com-

munications equipment whereby (i) the shareholders attending the meeting can be identified, (ii) all persons participating
in the meeting can hear and speak to each other, (iii) the transmission of the meeting is performed on an on-going basis

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and (iv) the shareholders can properly deliberate, and participating in a meeting by such means shall constitute presence
in person at such meeting.

Art. 11. Notice, Quorum, Convening Notices, Powers of Attorney and Vote. The notice periods and quorum provided

for by law shall govern the notice for, and the conduct of, the General Meetings, unless otherwise provided herein.

The Board or, as the case may be, the Sole Director, as well as the statutory auditors, if they exit, may convene a

General Meeting. They shall be obliged to convene it so that it is held within a period of one month, if shareholders
representing one-tenth of the capital require it in writing, with an indication of the agenda. One or more shareholders
representing at least one tenth of the subscribed capital may require the entry of one or more items on the agenda of
any General Meeting. This request must be addressed to the Company at least 5 (five) days before the relevant General
Meeting.

Convening notices for every General Meeting shall contain the agenda and shall take the form of announcements

published twice, with a minimum interval of eight days, and eight days before the General Meeting, in the Official Journal
(Memorial) and in a Luxembourg newspaper.

Notices by mail shall be sent eight days before the meeting to registered shareholders.
Where all the shares are in registered form, the convening notices may be made by registered letters only.
Each share is entitled to one vote.
Except as otherwise required by law or by these Articles, resolutions at a duly convened General Meeting will be

passed by a simple majority of those present or represented and voting.

However, resolutions to alter the Articles of the Company may only be adopted in a General Meeting where at least

one half of the share capital is represented and the agenda indicates the proposed amendments to the Articles and, as
the case may be, the text of those which concern the objects or the form of the Company. If the first of these conditions
is not satisfied, a second meeting may be convened, in the manner prescribed by the Articles, by means of notices published
twice, at fifteen days interval at least and fifteen days before the meeting in the Official Journal (Mémorial) and in two
Luxembourg newspapers. Such convening notice shall reproduce the agenda and indicate the date and the results of the
previous meeting. The second meeting shall validly deliberate regardless of the proportion of the capital represented. At
both meetings, resolutions, in order to be adopted must be carried by at least two-thirds of the votes expressed at the
relevant General Meeting. Votes relating to shares for which the shareholder did not participate in the vote, abstain from
voting, cast a blank (blanc) or spoilt (nul) vote are not taken into account to calculate the majority.

The nationality of the Company may be changed and the commitments of its shareholders may be increased only with

the unanimous consent of the shareholders and bondholders.

A shareholder may act at any General Meeting by appointing another person who need not be a shareholder as its

proxy in writing whether in original, by telefax, or e-mail to which an electronic signature (which is valid under Luxembourg
law) is affixed.

If all the shareholders of the Company are present or represented at a General Meeting, and consider themselves as

being duly convened and informed of the agenda of the meeting, the meeting may be held without prior notice.

The shareholders may vote in writing (by way of a voting bulletin) on resolutions submitted to the General Meeting

provided that the written voting bulletins include (i) the name, first name, address and the signature of the relevant
shareholder, (ii) the indication of the shares for which the shareholder will exercise such right, (iii) the agenda as set forth
in the convening notice and (iv) the voting instructions (approval, refusal, abstention) for each point of the agenda. In
order to be taken into account, the original voting bulletins must be received by the Company 72 (seventy-two) hours
before the relevant General Meeting.

Before commencing any deliberations, the shareholders shall elect a chairman of the General Meeting. The chairman

shall appoint a secretary and the shareholders shall appoint a scrutineer. The chairman, the secretary and the scrutineer
form the General Meeting's bureau.

The minutes of the General Meeting will be signed by the members of the bureau of the General Meeting and by any

shareholder who wishes to do so.

However, in case decisions of the General Meeting have to be certified, copies or extracts for use in court or elsewhere

must be signed by the chairman of the Board.

Art. 12. Management. For so long as the Company has a Sole Shareholder, the Company may be managed by a Sole

Director who does not need to be the Sole Shareholder. Where the Company has more than one shareholder, the
Company shall be managed by a Board composed of at least three directors who need not be shareholders of the
Company. The Sole Director and the members of the Board shall be elected for a term not exceeding six years and shall
be eligible for re-appointment.

Where a legal person is appointed as a director (the Legal Entity), the Legal Entity must designate a natural person as

permanent representative (représentant permanent) who will represent the Legal Entity as Sole Director or as member
of the Board in accordance with article 51bis of the Companies Act.

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The director(s) shall be elected by the General Meeting. The General Meeting shall also determine the number of

directors, their remuneration and the term of their office. A director may be removed with or without cause and/or
replaced, at any time, by resolution adopted by the General Meeting.

In the event of vacancy in the office of a director because of death, retirement or otherwise, the remaining directors

may elect, by a majority vote, a director to fill such vacancy until the next General Meeting. In the absence of any remaining
directors, a General Meeting shall promptly be convened by the auditor and held to appoint new directors.

Art. 13. Meetings of the Board. The Board shall appoint a chairman (the Chairman) among its members and may choose

a secretary, who need not be a director, and who shall be responsible for keeping the minutes of the meetings of the
Board and of the resolutions passed at the General Meeting or of the resolutions passed by the single shareholder. The
Chairman will preside at all meetings of the Board. In his/her absence, the other members of the Board will appoint
another chairman pro tempore who will preside at the relevant meeting by simple majority vote of the directors present
or represented at such meeting.

The Board shall meet upon call by the Chairman or any two directors at the place indicated in the notice of meeting.
Written notice of any meeting of the Board shall be given to all the directors at least twenty-four (24) hours in advance

of the date set for such meeting, except in circumstances of emergency, in which case the nature of such circumstances
shall be set forth briefly in the convening notice of the meeting of the Board.

No such written notice is required if all the members of the Board are present or represented during the meeting and

if they state to have been duly informed, and to have had full knowledge of the agenda of the meeting. The written notice
may be waived by the consent in writing, whether in original, by telefax, or e-mail to which an electronic signature (which
is valid under Luxembourg law) is affixed, of each member of the Board. Separate written notice shall not be required
for meetings that are held at times and places determined in a schedule previously adopted by resolution of the Board.

Any member of the Board may act at any meeting of the Board by appointing in writing, whether in original, by telefax,

or e-mail to which an electronic signature (which is valid under Luxembourg law) is affixed, another director as his or
her proxy.

The Board can validly debate and take decisions only if at least one half of its members is present or represented. A

director may represent more than one of his or her colleagues, under the condition however that at least two directors
are present at the meeting or participate at such meeting by way of any means of communication that are permitted
under the Articles and by the Companies Act. Decisions are taken by the majority of the members present or represented.

In case of a tied vote, the Chairman of the meeting shall have a casting vote.
Any director may participate in a meeting of the Board by conference call, video conference or similar means of

communications equipment whereby (i) the directors attending the meeting can be identified, (ii) all persons participating
in the meeting can hear and speak to each other, (iii) the transmission of the meeting is performed on an on-going basis
and (iv) the directors can properly deliberate, and participating in a meeting by such means shall constitute presence in
person at such meeting. A meeting of the Board held by such means of communication will be deemed to be held in
Luxembourg.

Notwithstanding the foregoing, a resolution of the Board may also be passed in writing, in case of urgency or where

other exceptional circumstances so require. Such resolution shall consist of one or several documents containing the
resolutions and signed, manually or electronically by means of an electronic signature which is valid under Luxembourg
law, by each director. The date of such resolution shall be the date of the last signature.

Article 13 does not apply in the case that the Company is managed by a Sole Director.

Art. 14. Minutes of Meetings of the Board or of Resolutions of the Sole Director. The resolutions passed by the Sole

Director shall be documented by written minutes held at the Company's registered office.

The minutes of any meeting of the Board shall be signed by the Chairman or a member of the Board who presided at

such meeting. The minutes relating to the resolutions taken by the Sole Director shall be signed by the Sole Director.

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

Chairman, any two members of the Board or the Sole Director (as the case may be).

Art. 15. Powers of the Board. The Board, or as the case may be, the Sole Director is vested with the broadest powers

to perform or cause to be performed all acts of disposition and administration in the Company's interest. All powers not
expressly reserved by the Companies Act or by the Articles to the General Meeting fall within the competence of the
Board, or as the case may be, the Sole Director.

Art. 16. Delegation of Powers. The Board, or as the case may be, the Sole Director may appoint a person (délégué à

la gestion journalière), either a shareholder or not, or a member of the Board or not, who shall have full authority to act
on behalf of the Company in all matters concerned with the daily management and affairs of the Company.

The Board, or as the case may be, the Sole Director may appoint a person, either a shareholder or not, either a

director or not, as permanent representative for any entity in which the Company is appointed as member of the board
of directors. This permanent representative will act with all discretion, but in the name and on behalf of the Company,
and may bind the Company in its capacity as member of the board of directors of any such entity.

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U X E M B O U R G

The Board, or as the case may be, the Sole Director is also authorised to appoint a person, either director or not, for

the purposes of performing specific functions at every level within the Company.

Art. 17. Binding Signatures. The Company shall be bound towards third parties in all matters by (i) the joint signatures

of any two members of the Board, or (ii) in the case of a sole director, the sole signature of the Sole Director. The
Company shall further be bound by the joint signatures of any persons or the sole signature of the person to whom
specific signatory power has been granted by the Board or the Sole Director, but only within the limits of such power.
Within the boundaries of the daily management, the Company will be bound by the sole signature, as the case may be,
of the person appointed to that effect in accordance with the first paragraph of Article 16 above.

Art. 18. Conflict of Interests. 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 is interested
in, or is a director, associate, officer or employee of such other company or firm.

In the event that any director of the Company may have any personal and opposite interest in any transaction of the

Company, such director shall make known to the Board such personal and opposite interest and shall not consider or
vote upon any such transaction, and such transaction, and such director's interest therein, shall be reported to the next
following General Meeting. This paragraph does not apply to a Sole Director.

For so long as the Company has a Sole Director, the transactions entered into by the Company and the Sole Director

and in which the Sole Director has an opposite interest to the interest of the Company shall be set forth in minutes which
will be presented to the next following General Meeting.

The two preceding paragraphs do not apply to resolutions of the Board or the Sole Director concerning transactions

made in the ordinary course of business of the Company which are entered into on arm's length terms.

Art. 19. Indemnification. The Company may indemnify any director or officer and his heirs, executors and adminis-

trators, against expenses reasonably incurred by him in connection with any action, suit or proceeding to which he may
be made a party by reason of his being or having been a director or officer of the Company or, at his request, of any
other corporation of which the Company is a shareholder or creditor and from which he is not entitled to be indemnified,
except in relation to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for
gross negligence or misconduct.

In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the

settlement as to which the Company is advised by counsel that the person to be indemnified did not commit such a
breach of duty. The foregoing right of indemnification shall not exclude other rights to which he may be entitled.

Art. 20. Statutory Auditor(s) (commissaire aux comptes) - Independent external Auditor (réviseur d'entreprises). The

operations of the Company shall be supervised by one or several statutory auditor(s) (commissaire(s) aux comptes), or,
where required by law, an independent external auditor (réviseur d'entreprises). The statutory auditor(s) shall be elected
for a term not exceeding six years and shall be eligible for re-appointment.

The statutory auditor(s) will be appointed by the General Meeting which will determine their number, their remune-

ration and the term of their office. The statutory auditor(s) in office may be removed at any time by the general meeting
of shareholders of the Company with or without cause.

Art. 21. Accounting Year. The accounting year of the Company shall begin on 1 January and ends on 31 December of

each year.

Art. 22. Annual Accounts. Each year, at the end of the financial year, the Board or, as the case may be, the Sole Director

will draw up the annual accounts of the Company in the form required by the Act of 2002.

At the latest one month prior to the annual General Meeting, the Board or, as the case may be, the Sole Director will

submit the Company's balance sheet and profit and loss account together with its report and such other documents as
may be required by law to the statutory auditor(s) or the independent auditor(s) of the Company who will thereupon
draw up its report.

At the latest 15 (fifteen) days prior to the annual General Meeting, the balance sheet, the profit and loss account, the

report of the Board or of the Sole Director, as the case may be, and the report of the statutory auditor(s) or the
independent auditor(s) and such other documents as may be required by law shall be deposited at the registered office
of the Company where they will be available for inspection by the shareholders during regular business hours.

Art. 23. Allocation of Profits. From the annual net profits of the Company, 5% (five per cent.) shall be allocated to the

reserve required by law. This allocation shall cease to be required as soon as such legal reserve amounts to 10% (ten per
cent.) of the capital of the Company as stated or as increased or reduced from time to time as provided in Article 5
above, but shall again be compulsory if the reserve falls below such one-tenth.

The General Meeting shall determine how the remainder of the annual net profits shall be disposed of and it may

decide to pay dividends from time to time, as in its discretion it believes best suits the corporate purpose and policy and
within the limits of the Companies Act.

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The dividends may be paid in euro or any other currency selected by the Board or, as the case may be, the Sole

Director and they may be paid at such places and times as may be determined by the Board or, as the case may be, the
Sole Director.

The Board may decide to pay interim dividends under the conditions and within the limits laid down in the Companies

Act.

Art. 24. Dissolution and Liquidation. The Company may be dissolved, at any time, by a resolution of the General

Meeting adopted in the manner required for amendment of these Articles, as prescribed in article 11 above. In the event
of a dissolution of the Company, the liquidation shall be carried out by one or several liquidators (who may be physical
persons or legal entities) appointed by the General Meeting deciding such liquidation. Such General Meeting shall also
determine the powers and the remuneration of the liquidator(s).

Art. 25. Applicable Law. All matters not expressly governed by these Articles shall be determined in accordance with

the Companies Act.

Articles of Association of the Surviving Company

Art. 1. Form and Name. There exists a public limited liability company (société anonyme) under the name of "Regina

Investment S.A." (the Company).

The Company may have one shareholder (the Sole Shareholder) or more shareholders. The Company will not be

dissolved by the death, suspension of civil rights, insolvency, liquidation or bankruptcy of the Sole Shareholder.

Any reference to the shareholders in the articles of association of the Company (the Articles) shall be a reference to

the Sole Shareholder of the Company if the Company has only one shareholder.

Art. 2. Registered Office. The registered office of the Company is established in Luxembourg. It may be transferred

within the boundaries of the municipality of Luxembourg by a resolution of the board of directors of the Company (the
Board) or, in the case of a sole director (the Sole Director) by a decision of the Sole Director.

The Board or, as the case may be, the Sole Director, shall further have the right to set up branches, offices, adminis-

trative centres and agencies wherever it shall deem fit, either within or outside of the Grand Duchy of Luxembourg.

Where the Board or, as the case may be, the Sole Director, determines that extraordinary political or military deve-

lopments or events have occurred or are imminent and that these developments or events would interfere with the
normal activities of the Company at its registered office, or with the ease of communication between such office and
persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these ex-
traordinary circumstances. Such temporary measures shall have no effect on the nationality of the Company which,
notwithstanding the temporary transfer of its registered office, will remain a company incorporated in the Grand Duchy
of Luxembourg.

Art. 3. Duration. The Company is formed for an unlimited duration.
The Company may be dissolved, at any time, by a resolution of the General Meeting adopted in the manner required

for amendments of the Articles, as prescribed in Article 11 below.

Art. 4. Corporate Objects. The corporate objects of the Company are (i) the acquisition, holding and disposal, in any

The Company may borrow in any form. It may enter into any type of loan agreements and it may issue notes, bonds,

The Company may also give guarantees and grant security in favour of third parties to secure its obligations or the

obligations of its subsidiaries, affiliated companies or any other company. The Company may further pledge, transfer,
encumber or otherwise create security over some or all of its assets.

The Company may enter into, execute and deliver and perform any swaps, futures, forwards, derivatives, options,

The descriptions above are to be understood in their broadest sense and their enumeration is not limiting. The

corporate objects shall include any transaction or agreement which is entered into by the Company, provided it is not
inconsistent with the foregoing enumerated objects.

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In general, the Company may take any controlling and supervisory measures and carry out any operation or transaction

which it considers necessary or useful in the accomplishment and development of its corporate objects.

The Company may carry out any commercial, industrial, financial, personal, and real estate operations, which are

directly or indirectly connected with its corporate purpose or which may favour its development.

Art. 5. Share Capital. The subscribed share capital is set at three million eight hundred forty-three thousand two

hundred and fifty Euros (EUR 3,843,250), represented by thirty thousand seven hundred and forty six (30,746) shares
having a par value of one hundred twenty-five Euros (EUR 125) per share each.

The subscribed share capital of the Company may be increased or reduced by a resolution adopted by the General

Meeting in the manner required for amendment of the Articles, as prescribed in Article 11 below.

The Company will recognise only one holder per share. In case a share is held by more than one person, the Company

has the right to suspend the exercise of all rights attached to that share until one person has been appointed as sole
owner in relation to the Company. The same rule shall apply in the case of conflict between an usufruct holder (usufruitier)
and a bare owner (nu-propriétaire) or between a pledgor and a pledgee.

The Company may redeem its own shares within the limits set forth by law.

Art. 7. Transfer of Shares. The transfer of shares may be effected by a written declaration of transfer entered in the

The Company may also accept as evidence of transfer other instruments of transfer evidencing the consent of the

transferor and the transferee satisfactory to the Company.

Art. 8. Debt Securities. Debt securities issued by the Company in registered form may, under no circumstances, be

converted into debt securities in bearer form.

Art. 9. Powers of the General Meeting of the Company. As long as the Company has only one shareholder, the Sole

Shareholder assumes all powers conferred to the general meeting of the Company (the General Meeting). In these Articles,
decisions taken, or powers exercised, by the General Meeting shall be a reference to decisions taken, or powers exercised,
by the Sole Shareholder as long as the Company has only one shareholder. The decisions taken by the Sole Shareholder
are documented by way of minutes.

In the case of a plurality of shareholders, any regularly constituted General Meeting shall represent the entire body of

shareholders of the Company. It shall have the broadest powers to order, carry out or ratify acts relating to all the
operations of the Company.

Art. 10. Annual General Meeting of the Shareholders - Other Meetings. The annual General Meeting shall be held, in

The annual General Meeting may be held abroad if, in the absolute and final judgment of the Board exceptional cir-

cumstances so require.

Other meetings of the shareholders of the Company may be held at such place and time as may be specified in the

respective convening notices of the meeting.

Art. 11. Notice, Quorum, Convening Notices, Powers of Attorney and Vote. The notice periods and quorum provided

for by law shall govern the notice for, and the conduct of, the General Meetings, unless otherwise provided herein.

The Board or, as the case may be, the Sole Director, as well as the internal auditors, if they exit, may convene a general

meeting. They shall be obliged to convene it so that it is held within a period of one month, if shareholders representing
one-tenth of the capital require it in writing, with an indication of the agenda. One or more shareholders representing
at least one tenth of the subscribed capital may require the entry of one or more items on the agenda of any General
Meeting. This request must be addressed to the Company at least 5 (five) days before the relevant General Meeting.

Convening notices for every General Meeting shall contain the agenda and shall take the form of announcements

published twice, with a minimum interval of eight days, and eight days before the meeting, in the Official Journal (Mémorial)
and in a Luxembourg newspaper.

Notices by mail shall be sent eight days before the meeting to registered shareholders, but no proof need be given

that this formality has been complied with.

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Where all the shares are in registered form, the convening notices may be made by registered letters only.
Each share is entitled to one vote.
Except as otherwise required by law or by these Articles, resolutions at a duly convened General Meeting will be

passed by a simple majority of those present or represented and voting.

However, resolutions to alter the Articles of the Company may only be adopted in a General Meeting where at least

one half of the share capital is represented and the agenda indicates the proposed amendments to the Articles and, as
the case may be, the text of those which concern the objects or the form of the Company. If the first of these conditions
is not satisfied, a second meeting may be convened, in the manner prescribed by the Articles, by means of notices published
twice, at fifteen days interval at least and fifteen days before the meeting in the Official Journal (Mémorial) and in two
Luxembourg newspapers. Such convening notice shall reproduce the agenda and indicate the date and the results of the
previous meeting. The second meeting shall validly deliberate regardless of the proportion of the capital represented. At
both meetings, resolutions, in order to be adopted, must be carried by at least two-thirds of the votes expressed at the
relevant General Meeting. Votes relating to shares for which the shareholder did not participate in the vote, abstain from
voting, cast a blank (blanc) or spoilt (nul) vote are not taken into account to calculate the majority.