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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° 1799

6 août 2011

SOMMAIRE

Malderen S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

86306

Marc Lefèbvre, S.à r.l. . . . . . . . . . . . . . . . . . .

86306

Marifin S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86306

Marly SPF S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

86306

Martius Properties S.à r.l. . . . . . . . . . . . . . . .

86307

Masséna Capital Partners Luxembourg

S.C.A./FIS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86307

Mediator S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

86336

Meenie GP S.A. . . . . . . . . . . . . . . . . . . . . . . . .

86306

Meenie S.C.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

86307

Melitor Equity S.A. . . . . . . . . . . . . . . . . . . . . .

86336

Mertone Limited S.A. . . . . . . . . . . . . . . . . . .

86336

Milpro S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86336

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

86352

Mowilux SA . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86337

MP Participations S.à r.l. . . . . . . . . . . . . . . . .

86342

Multi Strategy SICAV . . . . . . . . . . . . . . . . . .

86336

Nivalcon Immo S.A. . . . . . . . . . . . . . . . . . . . .

86337

NS Selection SICAV-SIF . . . . . . . . . . . . . . . .

86337

Oeno-Invest Advisory S.A. . . . . . . . . . . . . . .

86338

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

86337

Orlando Italy Special Situations SICAR

(SCA) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86338

Osdi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86337

Oxylux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86338

Pan Atlantic Enterprises S.A. . . . . . . . . . . . .

86339

Pan European Ventures S.A. . . . . . . . . . . . .

86339

PATR S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86340

PCM Holding S.à r.l. . . . . . . . . . . . . . . . . . . . .

86340

Pearson Luxembourg N°. 2. . . . . . . . . . . . . .

86338

Pearson Luxembourg N°. 2. . . . . . . . . . . . . .

86338

Pianegonda International SA . . . . . . . . . . . .

86340

Prax Capital China Growth GP, S.àr.l. . . .

86339

Prax Capital China Real Estate Fund III GP,

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

86339

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

86340

Procable S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

86341

Procédés et Brevets Industriels S.A. . . . . .

86341

Pronto Net 1 S.à r.l. . . . . . . . . . . . . . . . . . . . .

86339

Pronto Net 1 S.à r.l. . . . . . . . . . . . . . . . . . . . .

86340

PWORKS S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

86341

PWORKS S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

86341

Quirinal Properties S.à r.l. . . . . . . . . . . . . . .

86341

QW Capital Fund . . . . . . . . . . . . . . . . . . . . . .

86342

Rastel S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86342

Restep S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86342

Rosaco SPF S.A. . . . . . . . . . . . . . . . . . . . . . . .

86342

SAI Holding S.à r.l. . . . . . . . . . . . . . . . . . . . . .

86307

Sal. Oppenheim Alternative Asset Mana-

gement S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

86349

Santander International Fund Sicav . . . . . .

86349

SBIC Investments S.A. . . . . . . . . . . . . . . . . . .

86348

Secret de Beauté S.à r.l. . . . . . . . . . . . . . . . .

86349

SGC International S.A. . . . . . . . . . . . . . . . . .

86350

SHCO 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86352

Sicav Patrimoine Investissements . . . . . . .

86350

Silverstein CEE Holdings S.à r.l. . . . . . . . . .

86352

Simon Properties Luxembourg . . . . . . . . . .

86349

Sirdi Invest S.A. . . . . . . . . . . . . . . . . . . . . . . . .

86349

Smart Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . .

86350

SMARTSTREAM TECHNOLOGIES Lu-

xembourg S.A. . . . . . . . . . . . . . . . . . . . . . . . .

86350

Sofinimmo S.A. . . . . . . . . . . . . . . . . . . . . . . . .

86350

Spectrum 360 . . . . . . . . . . . . . . . . . . . . . . . . . .

86351

Stratège S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

86351

Stratocast S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

86351

Studio 206 S.A. . . . . . . . . . . . . . . . . . . . . . . . .

86351

SVMF Lux SPV S.àr.l. . . . . . . . . . . . . . . . . . . .

86351

86305

U X E M B O U R G

Marifin S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-2241 Luxembourg, 4, rue Tony Neuman.

R.C.S. Luxembourg B 62.916.

Le Conseil d'Administration

Référence de publication: 2011085537/10.
(110096146) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

Meenie GP S.A., Société Anonyme.

Siège social: L-2449 Luxembourg, 26, boulevard Royal.

R.C.S. Luxembourg B 147.630.

La Société a été constituée suivant acte reçu par Maître Martine SCHAEFFER, notaire de résidence à Luxembourg, en

date du 6 août 2009, publié au Mémorial C, Recueil des Sociétés et Associations n° 1733 du 8 septembre 2009.

Les comptes annuels de la Société au 31 décembre 2010 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.

Meenie GP S.A.
Signature

Référence de publication: 2011085523/14.
(110095792) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

Marly SPF S.A., Société Anonyme - Société de Gestion de Patrimoine Familial.

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

R.C.S. Luxembourg B 21.798.

Signature.

Référence de publication: 2011085538/10.
(110096161) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

Marc Lefèbvre, S.à r.l., Société à responsabilité limitée.

Siège social: L-1461 Luxembourg, 65, rue d'Eich.

R.C.S. Luxembourg B 147.599.

Les comptes annuels au 31 décembre 2010 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: 2011085520/9.
(110095790) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

Malderen S.A., Société Anonyme.

Siège social: L-1371 Luxembourg, 7, Val Sainte Croix.

R.C.S. Luxembourg B 61.058.

Signature.

Référence de publication: 2011085535/10.
(110096221) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

86306

U X E M B O U R G

Masséna Capital Partners Luxembourg S.C.A./FIS, Société en Commandite par Actions sous la forme

d'une SICAV - Fonds d'Investissement Spécialisé.

Siège social: L-2449 Luxembourg, 16, boulevard Royal.

R.C.S. Luxembourg B 138.661.

Signature.

Référence de publication: 2011085540/11.
(110095535) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

Martius Properties S.à r.l., Société à responsabilité limitée unipersonnelle.

Capital social: USD 20.000,00.

Siège social: L-1475 Luxembourg, 37, rue du Saint Esprit.

R.C.S. Luxembourg B 133.532.

Les comptes annuels au 31 décembre 2010 ainsi que les documents et informations qui s’y rapportent, 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 21 juin 2011.

Référence de publication: 2011085521/12.
(110096203) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

Meenie S.C.A., Société en Commandite par Actions.

Capital social: EUR 26.031.000,00.

Siège social: L-2449 Luxembourg, 26, boulevard Royal.

R.C.S. Luxembourg B 147.775.

La Société a été constituée suivant acte reçu par Maître Martine SCHAEFFER, notaire de résidence à Luxembourg, en

date du 6 août 2009, publié au Mémorial C, Recueil des Sociétés et Associations n° 1790 du 16 septembre 2009.

Les comptes annuels de la Société au 31 décembre 2010 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.

Meenie S.C.A.
Signature

Référence de publication: 2011085524/15.
(110095810) Déposé au registre de commerce et des sociétés de Luxembourg, le 21 juin 2011.

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

Capital social: GBP 11.520,00.

Siège social: L-2540 Luxembourg, 15, rue Edward Steichen.

R.C.S. Luxembourg B 157.178.

In the year two thousand and eleven, on the sixth day of the month of May.
Before Maître Martine Schaeffer, notary, residing in Luxembourg,
was held an extraordinary general meeting (the “Meeting”) of shareholders of SAI Holding S.à r.l. (the “Company”), a

société à responsabilité limitée, incorporated under the laws of Luxembourg, having its registered office at 15, rue Edward
Steichen, L-2540 Luxembourg, registered with the Registre de Commerce et des Sociétés à Luxembourg under number
B 157.178, and having a share capital of ten thousand six hundred fifty-six British Pounds (£ 10,656), incorporated on 2

December 2010 by a deed of Maître Joseph Elvinger, notary residing in Luxembourg, not yet published in the Mémorial,

Recueil des Sociétés et Associations.

The Meeting was presided by Me Anna Hermelinski-Ayache, maître en droit, professionally residing in Luxembourg.
There was appointed as secretary and as scrutineer Me Mariya Gadzhalova, maître en droit, professionally residing in

Luxembourg.

The chairman declared and requested the notary to state that:

86307

U X E M B O U R G

I) It appears from an attendance list established by the members of the bureau that the issued share capital of the

Company is divided into two thousand six hundred sixty-four (2,664) class A1.1 shares; two thousand six hundred sixty-
four (2,664) class A1.2 shares; two thousand six hundred sixty-four (2,664) class A2.1 shares and two thousand six hundred
sixty-four (2,664) class A2.2 shares; such shares representing one hundred percent (100%) of the share capital of the
Company, all the shares are duly represented at this meeting.

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

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

III) The agenda of the meeting is as follows:

Agenda

1) Restructuring of the issued share capital of the Company by:
(i) creating four (4) different classes of shares, namely the classes B1.1, B1.2, B2.1 and B2.2 and determining the rights

and obligations thereof by amending the articles of association as set forth below under item 3) of the agenda;

(ii) increasing the issued share capital of the Company by an amount of eight hundred sixty-four British Pounds (GBP

864) in order to bring it to the amount of eleven thousand five hundred twenty British Pounds (GBP 11,520) by the
creation and issue of a total of eight hundred sixty-four (864) shares of four (4) different classes being two hundred sixteen
(216) class B1.1 shares, two hundred sixteen (216) class B1.2 shares, two hundred sixteen (216) class B2.1 shares and
two hundred sixteen (216) class B2.2 shares of a par value of one British Pound (GBP1.00) each (collectively the “Class
B Shares”) for a total subscription price of eight hundred sixty-four British Pounds (GBP 864) (the “Subscription Price”);
subscription to the Class B Shares as set forth in the table below; payment of the Subscription Price by the subscriber by
way of a contribution in cash; and amendment of Article 6 of the articles of association of the Company so as to reflect
therein the above increase of capital:

Subscriber

Number

of New

Class of shares Subscription

Price (GBP)

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B1.1

216

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B1.2

216

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B2.1

216

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B2.2

216

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

864

Class B Shares

864

2) Acknowledgement and approval by the meeting that the new shareholder pursuant to item 2 of the agenda is

inscribed on the attendance list in order to participate in the extraordinary general meeting and to vote on the remaining
item of the agenda;

3) Full amendment and restatement of the articles of association of the Company the articles of association of the

Company, so as to read as follows:

“Chapter I. - Form, Name, Registered office, Object, Duration

1. Art. 1. Form - Corporate name. There is formed a private limited liability company under the name "SAI HOLDING

S.à r.l." which will be governed by the laws pertaining to such an entity (hereafter the "Company"), and in particular by
the law of 10

August 1915 on commercial companies as amended (hereafter the "Law"), as well as by the present

articles of incorporation (hereafter the "Articles").

2. Art. 2. Registered office.
2.1 The registered office of the Company is established in Luxembourg-City (Grand Duchy of Luxembourg).
2.2 It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an

extraordinary general meeting of its Shareholders deliberating in the manner provided for amendments to the Articles.

2.3 However, the Board of Managers of the Company is authorised to transfer the registered office of the Company

within the City of Luxembourg.

2.4 Should a situation arise or be deemed imminent, whether military, political, economic or social, which would

prevent the normal activity at the registered office of the Company, the registered office of the Company may be tem-
porarily transferred abroad until such time as the situation becomes normalised; such temporary measures will not have
any effect on this Company's nationality, which, notwithstanding this temporary transfer of the registered office, will
remain a Luxembourg Company. The decision as to the transfer abroad of the registered office will be made by the Board
of Managers of the Company.

2.5 The Company may have offices and branches, both in the Grand Duchy of Luxembourg and abroad.

3. Art. 3. Objects. The objects of the Company are:
3.1 to act as an investment holding company and to co-ordinate the business of any corporate bodies in which the

Company is, from time to time, directly or indirectly interested, and to acquire (whether by original subscription, tender,

86308

U X E M B O U R G

purchase, exchange or otherwise) the whole of or any part of the stock, shares, participations, debentures, debenture
stocks, bonds and other securities issued or guaranteed by any person or entity whatsoever and any other asset of any
kind and to hold the same as investments, and to sell, exchange and dispose of the same;

3.2 to carry on any trade or business whatsoever and to acquire, undertake and carry on the whole or any part of the

business, property and/or liabilities of any person carrying on any business;

3.3 to invest and deal with the Company's money and funds in any way the Board of Managers think fit and to lend

money and give credit in each case to any person with or without security;

3.4 to borrow, raise and secure the payment of money in any way the Board of Managers think fit, including, without

limitation, by the issue (to the extent permitted by Luxembourg Law) of debentures and other securities or instruments,
perpetual or otherwise, convertible or not, whether or not charged on all or any of the Company's property (present
and future) or its uncalled capital, and to purchase, redeem, convert and pay off those securities;

3.5 to acquire an interest in, amalgamate, merge, consolidate with and enter into partnership or any arrangement for

the sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person,
including, without limitation, any employees of the Company;

3.6 to enter into any guarantee or contract of indemnity or suretyship, and to provide security, including, without

limitation, the guarantee and provision of security for the performance of the obligations of and the payment of any money
(including capital, principal, premiums, dividends, interest, commissions, charges, discount and any related costs or ex-
penses whether on shares or other securities) by any person including, without limitation, any body corporate in which
the Company has a direct or indirect interest or any person which is for the time being a member or otherwise has a
direct or indirect interest in the Company or is associated with the Company in any business or venture, with or without
the Company receiving any consideration or advantage (whether direct or indirect), and whether by personal covenant
or mortgage, charge or lien over all or part of the Company's undertaking, property, assets or uncalled capital (present
and future) or by other means; for the purposes of this Article 3.6 "guarantee" includes, without limitation, any obligation,
however described, to pay, satisfy, provide funds for the payment or satisfaction of (including, without limitation, by
advance of money, purchase of or subscription for shares or other securities and purchase of assets or services), indemnify
and keep indemnified against the consequences of default in the payment of, or otherwise be responsible for, any indeb-
tedness of any other person;

3.7 to purchase, take on lease, exchange, hire and otherwise acquire any real or personal property and any right or

privilege over or in respect of it;

3.8 to sell, lease, exchange, let on hire and dispose of any real or personal property and/or the whole or any part of

the undertakings of the Company, for such consideration as the Board of Managers think fit, including, without limitation,
for shares, debentures or other securities, whether fully or partly paid up, of any person, whether or not having objects
(altogether or in part) similar to those of the Company; to hold any shares, debentures and other securities so acquired;
to improve, manage, develop, sell, exchange, lease, mortgage, dispose of, grant options over, turn to account and otherwise
deal with all or any part of the property and rights of the Company;

3.9 to do all or any of the things provided in any paragraph of this Article 3 (a) in any part of the world; (b) as principal,

agent, contractor, trustee or otherwise; (c) by or through trustees, agents, sub-contractors or otherwise; and (d) alone
or with another person or persons;

3.10 to do all things (including entering into, performing and delivering contracts, deeds, agreements and arrangements

with or in favour of any person) that are in the opinion of the Board of Managers incidental or conducive to the attainment
of all or any of the Company's objects, or the exercise of all or any of its powers;

PROVIDED ALWAYS that the Company will not enter into any transaction which would constitute a regulated activity

of the financial sector or require a business license under Luxembourg Law without due authorisation under Luxembourg
Law.

4. Art. 4. Duration.
4.1 The Company is established for an unlimited duration.

Chapter II. - Capital, Shares

5. Art. 5. Share capital.
5.1 The capital is set at eleven thousand five hundred twenty British Pounds (11,520) represented by eleven thousand

five hundred twenty (11,520) shares of a par value of one British Pound (GBP 1.00) each divided into:

(i) two thousand six hundred sixty-four (2,664) class A1.1 shares;
(ii) two thousand six hundred sixty-four (2,664) class A1.2 shares;
(iii) two thousand six hundred sixty-four (2,664) class A2.1 shares;
(iv) two thousand six hundred sixty-four (2,664) class A2.2 shares;
(v) two hundred sixteen (216) class B1.1 shares;
(vi) two hundred sixteen (216) class B1.2 shares;
(vii) two hundred sixteen (216) class B2.1 shares; and

86309

U X E M B O U R G

(viii)two hundred sixteen (216) class B2.2 shares;
(the shares listed under items (i) to (iv) being referred to as the “Class A Shares”, the shares listed under items (v) to

(viii) being referred to as the “Class B Shares” and collectively the Class A Shares and the Class B Shares are referred to
as the “Shares”) and with such rights and obligations as set out in the present articles of association. The holders of the
Shares are together referred to as the "Shareholders".

5.2 Subject to Article 13.10, the share capital of the Company may at any time be amended pursuant to a resolution

of the general meeting of shareholders.

The share capital of the Company may be reduced at any time by way of a cancellation and repurchase of Shares

including the cancellation of one or more entire classes of Shares through the repurchase and cancellation of all the Shares
in issue in such class(es). Any repurchases and cancellations of classes of Shares shall occur by way of approval at the
general meeting of the Shareholders provided that such cancellations and repurchases of classes of Shares shall with
respect to Shares, be made in the following order:

(i) first the class A2.1 shares, the A2.2 shares, the B2.1 shares and the B2.2 shares all ranking equally as if they were a

single class of shares;

(ii) then the class A1.1 shares, the A1.2 shares, the B1.1 shares and the B1.2 shares all ranking equally as if they were

a single class of shares;

and taking into consideration the respective entitlements of the Cap Shares and the Inc Shares (as defined in Article

13.4.) and the allocation of Net Profits which Class A Shares and Class B Shares are entitled to pursuant to Article 16.3.

5.3.1 In addition to the corporate capital, there may be set up a premium account, into which any premium paid on

any Share is transferred. The amount of said premium account is at the free disposal of the Shareholder(s).

5.3.2 The Company may, without limitation, accept contributions without issuing shares or other securities in consi-

deration for the contribution and may credit the contributions to one or more accounts. Decisions as to the use of any
such accounts are to be taken by the Shareholders subject to the Law and to these Articles.

5.4 Subject to Article 5.2, the Company can proceed to the repurchase of its own Shares within the limits set by the

Law.

6. Art. 6. Shares indivisibility. Towards the Company, the Company's Shares are indivisible, since only one owner is

admitted per Share. Joint co-owners have to appoint a sole person as their representative towards the Company.

7. Art. 7. Transfer of shares.
7.1 In case of a single Shareholder, the Company's Shares held by the single Shareholder are freely transferable.
7.2 No Shares may be transferred except in accordance with the provisions of any agreement binding upon all the

shareholders of the Company (if any).

Chapter III. - Management

8. Art. 8. Management.
8.1 The Company is managed by at least three (3) managers appointed by the general meeting of Shareholders who

will constitute the board of managers (“conseil de gérance”) (hereafter the "Board of Managers"). The Board of Managers
shall be composed of a majority of Luxembourg residents (the “Luxembourg Managers”) and of two classes of managers,
the class A managers (the "Class A Managers") and the class B managers (the "Class B Managers"). The Class B Managers
shall be the Luxembourg Managers.

8.2 The managers need not be Shareholders. The managers may be removed at any time, with or without cause by a

resolution of the Shareholder(s).

8.3 Provided that for so long as Stichting Depositary PGGM Infrastructure Funds (acting in its capacity as depositary

of and on account of PGGM Infrastructure Fund 2010 (“PGGM Infrastructure”)), any associate of PGGM Infrastructure,
or any member of the PGGM Infrastructure group remain Shareholders of the Company (the “PGGM Shareholders”),
the managers may only be removed upon proposal by PGGM Shareholders.

9. Art. 9. Powers of the board of managers.
9.1 In dealing with third parties, the Board of Managers will have all powers to act in the name of the Company in all

circumstances and to carry out and approve all acts and operations consistent with the Company's objects and provided
the terms of this article shall have been complied with.

9.2 All powers not expressly reserved by Law or the present Articles to the general meeting of Shareholders fall within

the competence of the Board of Managers.

10. Art. 10. Representation of the company. Towards third parties, the Company shall be bound by the joint-signatures

of any one Class A Manager and any one Class B Manager or by the signature of any persons to whom such power shall
be delegated, by the joint signature of any one Class A Manager and one Class B Manager or by the Board of Managers.

11. Art. 11. Delegation and Agent of the board of managers.
11.1 One Class A Manager and one Class B Manager jointly, may delegate their powers for specific tasks to one or

more ad hoc agents.

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U X E M B O U R G

11.2 One Class A Manager and one Class B Manager jointly, will determine any such agent's responsibilities and

remuneration (if any), the duration of the period of representation and any other relevant conditions of its agency.

12. Art. 12. Meeting of the board of managers.
12.1 The meetings of the Board of Managers are convened by any manager. The Board of Managers shall appoint a

chairman.

12.2 All meetings of the Board of Managers shall be held in the Grand-Duchy of Luxembourg and shall take place and

be conducted in accordance with the Articles. The Company shall hold at least 2 meetings of the Board of Managers per
year. At a majority of such meetings of the Board, all Managers will be physically present in Luxembourg. In meetings of
the Board where not all Managers are physically present in Luxembourg, at least a majority of the Managers must be
physically present in Luxembourg unless, due to exceptional circumstances, it is not reasonably practicable to give suffi-
cient notice to enable that meeting of the Board to be held in Luxembourg (with a majority of the Managers physically
present in Luxembourg) and the Managers so agree.

12.3 Notwithstanding any of the foregoing, meetings of the Board of Managers will never take place in, or be chaired

from, The Netherlands or the United Kingdom. No manager will ever be physically present in the United Kingdom when
joining or participating in a meeting of the Board of Managers (whether by telephone, video conference, other electronic
device, or otherwise). Subject to Article 12.2, all decisions relating to the conduct of the business of the Company, shall
be made by the Board at meetings of the Board where at least the majority of the Managers is physically present in
Luxembourg.

12.4 Prior to making any decisions concerning the conduct of the business of the Company, the Board considers at a

meeting of the Board held in accordance with these Articles and the requirements of Luxembourg company law whether
the action proposed would be in the best interests of the Company and if, on consideration of such a proposal, the Board
is of the opinion that the proposed action is not in the best interests of the Company, shall refuse to proceed with the
relevant proposal.

12.5 At least seventy-two (72) hours notice of each meeting of the Board of Managers shall be given to each manager

unless in any particular case a majority of the Board of Managers (which majority shall include a Class A Manager and the
Class B Manager) otherwise agrees, or unless all the Board of Managers are present or represented at a meeting of the
Board and declare having had previous knowledge of the agenda of such meeting and waive any requirement of a convening
notice.

12.6 Any manager may act at any meeting of the Board of Managers by appointing in writing or by telegram or telefax

or email or letter another manager as his proxy. A manager may also appoint another manager to represent him by
telephone to be confirmed in writing at a later stage.

12.7 Subject to Article 12.2, the Board of Managers can only validly debate and take decisions if (i) a majority of its

members is physically present or represented including at least one Class A Manager and one Class B Manager and (ii)
such majority includes a majority of the Luxembourg Managers present or represented. If such quorum is not present
the meeting shall be adjourned for five (5) days which are not a Saturday or Sunday or any public holiday in Luxembourg
(each a “Business Day”) to the same place and time. If a quorum is not present at any adjourned meeting it may be
adjourned in a similar fashion for a second time, provided that at any second adjourned meeting any two managers present
shall constitute a quorum. Notice of an adjourned meeting shall be given to all managers at least two (2) Business Days
before the date of any adjourned meeting unless otherwise agreed unanimously by the managers. A quorum must be
fulfilled throughout a meeting for the resolutions be validly passed.

12.8 Without prejudice to such matters listed in Article 13.10 and subject to Article 13.11 which require the prior

written consent of all the Shareholders, decisions of the Board of Managers shall be adopted by a simple majority with
at least one vote in favour from one Class A Manager and one Class B Manager.

12.9 Subject to Article 12.2, the use of video-conferencing equipment and conference call shall be allowed provided

that each participating manager is able to hear and to be heard by all other participating managers whether or not using
this technology, and each participating manager shall be deemed to be present and shall be authorised to vote by video
or by telephone.

12.10 A written decision, signed by all the managers, is proper and valid as though it had been adopted at a meeting

of the Board of Managers, which was duly convened and held. Such a decision can be documented in a single document
or in several separate documents having the same content signed by all the members of the Board of Managers.

12.11 The Managers shall cause minutes to be made of:
12.11.1 all appointments of officers made by the Managers;
12.11.2 the names of the Managers present at each Board meeting;
12.11.3 all resolutions and proceedings of all meetings of the Company and of the Managers.
12.12 Any such minutes as are referred to in Article 12.8 shall be an accurate reflection of that meeting and shall, until

the contrary be proved, be conclusive evidence of their proceedings.

12.13 The minutes of a meeting of the Board of Managers shall be signed by one Class A Manager and 1 Class B Manager

present or represented at the meeting.

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12.14 Extracts shall be certified by any manager or by any person nominated by any manager or during a meeting of

the Board of Managers.

Chapter IV. - General meeting of shareholders

13. Art. 13. Powers of the general meeting of shareholder(s) - Votes.
13.1 If there is only one Shareholder, that sole Shareholder assumes all powers conferred to the general Shareholders'

meeting and takes the decisions in writing.

13.2 Each Shareholder may take part in collective decisions. He has a number of votes equal to the number of Shares

he owns and may validly act at any meeting of Shareholders through a special proxy.

13.3 Each Share entitles its owner to rights in the profits and assets of the Company as set forth herein and to one

vote at the general meetings of Shareholders.

13.4 The shares of the classes A1.1, A2.1, B1.1 and B2.1 shall be referred to as “Inc Shares” and the Shares of the

classes A1.2, A2.2, B1.2 and B2.2 shall be referred to as “Cap Shares”. Subject to Article 16.3, upon any distribution of
proceeds by the Company, including any proceeds from disposals of any of its direct or indirect subsidiaries or repayment
of loans (if any) to the Company, (i) the Cap Shares shall only be entitled to the amount representing chargeable gains in
relation to the investment of the Company in STAR Agatha Investments S.à r.l. including any of its direct or indirect
subsidiaries (the “Chargeable Gains”) and (ii) the Inc Shares shall be entitled to any amounts other than Chargeable Gains
received by the Company, less any costs and taxes relating thereto.

13.5 If all the Shareholders are present or represented they can waive any convening formalities and the meeting can

be validly held without prior notice.

13.6 If there are more than twenty-five Shareholders, the Shareholders' decisions have to be taken at meetings to be

convened in accordance with the applicable legal provisions.

13.7 If there are less than twenty-five Shareholders, each Shareholder may receive the text of the decisions to be taken

and cast its vote in writing.

13.8 A Shareholder may be represented at a Shareholders' meeting by appointing in writing (or by fax or e-mail or any

similar means) an attorney who need not be a Shareholder.

13.9 Except as provided for by the Law or as set out in Article 13.10, collective decisions are only validly taken insofar

as Shareholders owning more than half of the share capital adopt them.

13.10 Any decision on the declaration or distribution of any dividend or other payment to any Shareholder, or as part

of a related party transaction with any Shareholder, other than payment of dividends, interest or principal on the preferred
equity certificates (if any) in accordance with Article 16, and any amendment of the Articles that would adversely affect
the rights of any Shareholder to the declaration or distribution of such dividend or other payment, shall require a una-
nimous decision of the Shareholders.

13.11 Where any decision referred to in Article 13.10 above falls within the powers of the Board of Managers, such

decision shall only be taken with the prior written consent of all the Shareholders.

13.12 Any changes in (i) tax residency of the Company (including any change in the jurisdiction of the registered office

of the Company), and/or (ii) the corporate structure and/or financing structure to which the Company is part, shall require
a unanimous decision of the Shareholders.

14. Art. 14. Information to shareholders. The Company shall provide to the Shareholders such information as provided

by the law and in particular shall provide (i) the annual accounts within 90 days of the end of the business year to which
they relate and (ii) any minutes of the meeting of the Board of Managers and written decisions of the Board of Managers
within 15 days of the date on which the minutes or resolutions have been signed or passed.

Chapter V. - Business year

15. Art. 15. Business year.
15.1 The Company's financial year starts on the 1

January and ends on the 31

December of each year.

15.2 At the end of each financial year, the Company's accounts are established by the Board of Managers and the Board

of Managers prepares an inventory including an indication of the value of the Company's assets and liabilities.

15.3 Each Shareholder may inspect the above inventory and balance sheet at the Company's registered office at any

time.

16. Art. 16. Distribution right of shares.
16.1 Out of the Net Profit five per cent (5%) shall be placed into a legal reserve account. This deduction ceases to be

compulsory when such reserve amounts to ten per cent (10%) of the issued Share capital of the Company.

16.2 The Shareholders may decide to pay interim dividends on the basis of statements of accounts prepared by the

manager or, as the case may be, the board of managers, showing that sufficient funds are available for distribution, it being
understood that the amount to be distributed may not exceed profits realized since the end of the last accounting year
increased by profits carried forward and distributable reserves but decreased by losses carried forward and sums to be
allocated to a reserve to be established by law.

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16.3 Without prejudice to Article 13.4., any distribution of the cumulative Net Profits shall be made amongst the

Shareholders as follows (and in the following order):

1) All cumulative Net Profits shall be allocated to the Class A Shares (according to their respective entitlements under

Article 13.4.) until the sum of all Class 1 Payments equals or exceeds the First Hurdle; then

2) All cumulative Net Profits shall be allocated to the Class B Shares (according to their respective entitlements under

Article 13.4.) until the cumulative sum so distributed is equal to the amount of the First Catch-up or, where the sum of
all Class 1 Payments exceeds the First Hurdle, the Adjusted First Catch-up; then

3) All cumulative Net Profits shall be allocated (regardless of the number of shares in issue):
a) 97.5% to the Class A Shares (according to their respective entitlements under Article 13.4.), and
b) 2.5% to the Class B Shares (according to their respective entitlements under Article 13.4.)
until the Second Hurdle is reached; then
4) All cumulative Net Profits shall be allocated to the Class B Shares (according to their respective entitlements under

Article 13.4.) until the cumulative allocations to the Class B Shares under sub-paragraphs 2 and 3 above and this sub-
paragraph 4, equals the Second Catch-up; then

5) All amounts available for distribution shall be allocated (regardless of the number of shares in issue):
a) 92.5% to the Class A Shares (according to their respective entitlements under Article 13.4.), and
b) 7.5% to the Class B Shares (according to their respective entitlements under Article 13.4.)
Other than as set out in this Article 16.3, Class B Shares shall not be entitled to any distributions of profits or dividends

of the Company.

For the purpose of this Article 16.3.:
Cash Outflows means the total cumulative amount invested in all classes of shares and preferred equity certificates (if

any) or by way of contribution to reserves by the Company in STAR Agatha Investments S.à r.l..

Cash Inflows means the total cumulative amount of income and capital received by the Company (including without

limitation interest, dividends, loan repayment and repayments of invested capital) in cash or in kind, provided that the
definition of Cash Inflows shall not include either (i) the cost of the management fee payable to STAR Capital Partners
Limited nor (ii) any corporate capital or share premium, or contribution to the reserves of the Company.

Class 1 Payments means the total amount paid at any point in time for interest or par value in respect of preferred

equity certificates (if any) granted to the Company by holders of Class A Shares plus all dividends paid to holders of Class
A Shares.

IRR means the interest rate at which the net present value of Cash Outflows equals the net present value of the Cash

Inflows, as calculated using the XIRR Worksheet Function of Microsoft Excel 2007.

Operating Expenses means the cumulative operating expenses of the Company from time to time. For the avoidance

of doubt, Operating Expenses shall not include any amount of interest and dividends paid in relation to preferred equity
certificates (if any) granted to the Company or shares in the Company.

Net Profit means Cash Inflows less (a) Operating Expenses and (b) except in case of a distribution on a liquidation of

the Company, one hundred thousand British Pounds (GBP 100,000).

First Hurdle means the amount of cumulative Cash Inflows at the point where the IRR is equal to 12.25%.
First Catch-up means the amount by which the cumulative Net Profit must be grossed up such that the First Catch-

up is equal to 2.5% of the sum of the First Hurdle and the First Catch-up. The First Catch-up is calculated as follows: First
Catch-up = First Hurdle x 2.5%/97.5%. In the situation where the sum of all Class 1 Payments exceeds the First Hurdle
the Adjusted First Catch-up shall apply, where the Adjusted First Catch-up is equal to the amount by which the cumulative
Net Profit must be grossed up such that the Adjusted First Catch-up is equal to 2.5% of the sum of all Class 1 Payments
and the Adjusted First Catch-up. The Adjusted First Catch-up is calculated as follows: Adjusted First Catch-up = Class 1
Payments x 2.5%/97.5%.

Second Hurdle means the amount of cumulative Cash Inflows at the point where the IRR is equal to 15.75%. The

cumulative Net Profit at the point the Second Hurdle is reached is amount “Z”. The additional cumulative Net Profit
required to reach this level of cumulative Net Profit is “C”, such that: Z = First Hurdle + First Catch-Up + C

Second Catch-up means the amount of Net Profit required in addition to the cumulative Net Profit achieved at the

Second Hurdle such that the cumulative Net Profit allocated to the Class B Shares (including allocations from the First
Catchup or the Adjusted First Catch-up (as the case may be) and C and the Second Catch-up) is equal to 7.5% of all
cumulative Net Profits. The total cumulative Net Profit at which the Second Catch-up is achieved is amount “T” such
that: T = First Hurdle + First Catch-up + C + Second Catch-up

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- T = [First Hurdle + 0.975.C]/0.925, and therefore
- Second Catch-up = [First Hurdle + 0.975.C]/0.925 – First Hurdle – First Catch-up – C.
16.4 To the extent that funds are available at the level of the Company for distribution and to the extent permitted

by law and by these Articles, the Board of Managers shall propose that cash available for remittance be distributed.

16.5 The decision to distribute funds and the determination of the amount of such distribution will be taken by the

Shareholders in accordance with the provisions of Article 13.10 above.

Chapter VI. - Liquidation

17. Art. 17. Dissolution and Liquidation.
17.1 The Company shall not be dissolved by reason of the death, suspension of civil rights, insolvency or bankruptcy

of the single Shareholder or of one of the Shareholders.

17.2 The liquidation of the Company shall be decided by the Shareholders' meeting in accordance with the applicable

legal provisions and with the provisions of Article 13.10 above.

17.3 In the case of dissolution of the Company, for any cause and at any time, the liquidation will be carried out by

one or several liquidators, Shareholders or not, appointed by the shareholder or by the general meeting of Shareholders,
as the case may be, who will set the powers and compensation of the liquidator(s).

Any proceeds from a dissolution or liquidation of the Company shall be applied as follows:
first, to the extent required, to the repayment of third party debt and payment of all costs and expenses incurred in

connection with the respective transaction, including (but not limited to) legal and other advisory costs, costs of an
investment bank, underwriting costs, but excluding any fees, e.g. management or restructuring fees, to a shareholder;

second, to the extent required, to the payment of interest, and repayment of the amount of preferred equity certificates

(if any), to the extent not already realized;

third, to the holders of Shares (i) according to the allocation mechanism set forth in article 16.3. and (ii) according to

the entitlement under the articles of association, especially with regard to the allocation of any proceeds to Cap Shares
and Inc Shares pursuant to article 13.4.”

Chapter VII. - Applicable Law

18. Art. 18. Applicable Law. Reference is made to the provisions of the Law for all matters for which no specific

provision is made in these Articles.

4) Acknowledgement of the resignation of Mrs Johanna Dirkje Martina van Oort as manager of the Company with

effect as of 4 April 2011 and appointment of Mr Jan Vanhoutte, with professional address at L-2540 Luxembourg, 15, rue
Edward Steichen, born in Hanau (Germany) on 31 March 1976, as new class B manager for an unlimited duration.

After deliberation, the Meeting unanimously resolved as follows:

First resolution

The Meeting resolved to restructure the issued share capital of the Company as follows:
The Meeting resolved to create four (4) different classes of shares, namely the classes B1.1, B1.2, B2.1 and B2.2 and

determine the rights and obligations thereof by amending the articles of association as set forth in the third resolution.

The Meeting resolved to increase the issued share capital of the Company by an amount of eight hundred sixty-four

British Pounds (GBP 864) in order to bring it to the amount of eleven thousand five hundred twenty British Pounds (GBP
11,520) by the creation and issue of a total of eight hundred sixty-four (864) shares of four (4) different classes being two
hundred sixteen (216) class B1.1 shares, two hundred sixteen (216) class B1.2 shares, two hundred sixteen (216) class
B2.1 shares and two hundred sixteen (216) class B2.2 shares of a par value of one British Pound (GBP1.00) each (collec-
tively the “Class B Shares”) for a total subscription price of eight hundred sixty-four British Pounds (GBP 864) (the
“Subscription Price”).

The New Shares have been subscribed by STAR Capital Partners Limited, a limited liability company, organised under

the laws of England, having its registered office at 6

Floor, 33 Cavendish Square, London W1G 0PW, United Kingdom,

registered with Companies House in England under number 3862379 (the “Subscriber”) in the proportions set forth
below pursuant to a subscription form which having been initialled by the appearing persons and the undersigned notary,
shall remain annexed to this document to be filed with the registration authorities.

Subscriber

Number

of New

Class of shares Subscription

Price (GBP)

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B1.1

216

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B1.2

216

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B2.1

216

STAR Capital Partners Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

216

Class B2.2

216

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

864

Class B Shares

864

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U X E M B O U R G

The eight hundred sixty-four (864) Class B Shares have been subscribed at the Subscription Price and paid by the

Subscriber by way of a contribution in cash.

The Meeting resolved to allocate the amount of eight hundred sixty-four British Pounds (GBP 864) to the share capital

account.

Evidence of the payment for the Class B Shares has been given to the undersigned notary.

Second resolution

The Meeting acknowledged and approved that the new shareholder pursuant to item 2 of the agenda is inscribed on

the attendance list in order to participate in the extraordinary general meeting and to vote on the remaining items of the
agenda.

Third resolution

The Meeting resolved to fully amend and restate the articles of association of the Company the articles of association

of the Company, so as to read as follows:

“Chapter I. - Form, Name, Registered office, Object, Duration

19. Art. 1. Form - Corporate name. There is formed a private limited liability company under the name "SAI HOLDING

S.à r.l." which will be governed by the laws pertaining to such an entity (hereafter the "Company"), and in particular by
the law of 10

August 1915 on commercial companies as amended (hereafter the "Law"), as well as by the present

articles of incorporation (hereafter the "Articles").

20. Art. 2. Registered office.
20.1 The registered office of the Company is established in Luxembourg-City (Grand Duchy of Luxembourg).
20.2 It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an

extraordinary general meeting of its Shareholders deliberating in the manner provided for amendments to the Articles.

20.3 However, the Board of Managers of the Company is authorised to transfer the registered office of the Company

within the City of Luxembourg.

20.4 Should a situation arise or be deemed imminent, whether military, political, economic or social, which would

20.5 The Company may have offices and branches, both in the Grand Duchy of Luxembourg and abroad.

21. Art. 3. Objects. The objects of the Company are:
21.1 to act as an investment holding company and to co-ordinate the business of any corporate bodies in which the

Company is, from time to time, directly or indirectly interested, and to acquire (whether by original subscription, tender,
purchase, exchange or otherwise) the whole of or any part of the stock, shares, participations, debentures, debenture
stocks, bonds and other securities issued or guaranteed by any person or entity whatsoever and any other asset of any
kind and to hold the same as investments, and to sell, exchange and dispose of the same;

21.2 to carry on any trade or business whatsoever and to acquire, undertake and carry on the whole or any part of

the business, property and/or liabilities of any person carrying on any business;

21.3 to invest and deal with the Company's money and funds in any way the Board of Managers think fit and to lend

money and give credit in each case to any person with or without security;

21.4 to borrow, raise and secure the payment of money in any way the Board of Managers think fit, including, without

21.5 to acquire an interest in, amalgamate, merge, consolidate with and enter into partnership or any arrangement for

the sharing of profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person,
including, without limitation, any employees of the Company;

21.6 to enter into any guarantee or contract of indemnity or suretyship, and to provide security, including, without

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U X E M B O U R G

and future) or by other means; for the purposes of this Article 3.6 "guarantee" includes, without limitation, any obligation,
however described, to pay, satisfy, provide funds for the payment or satisfaction of (including, without limitation, by
advance of money, purchase of or subscription for shares or other securities and purchase of assets or services), indemnify
and keep indemnified against the consequences of default in the payment of, or otherwise be responsible for, any indeb-
tedness of any other person;

21.7 to purchase, take on lease, exchange, hire and otherwise acquire any real or personal property and any right or

privilege over or in respect of it;

21.8 to sell, lease, exchange, let on hire and dispose of any real or personal property and/or the whole or any part of

21.9 to do all or any of the things provided in any paragraph of this Article 3 (a) in any part of the world; (b) as principal,

agent, contractor, trustee or otherwise; (c) by or through trustees, agents, sub-contractors or otherwise; and (d) alone
or with another person or persons;

21.10 to do all things (including entering into, performing and delivering contracts, deeds, agreements and arrangements

PROVIDED ALWAYS that the Company will not enter into any transaction which would constitute a regulated activity

of the financial sector or require a business license under Luxembourg Law without due authorisation under Luxembourg
Law.

22. Art. 4. Duration.
22.1 The Company is established for an unlimited duration.

Chapter II. - Capital, Shares

23. Art. 5. Share capital.
23.1 The capital is set at eleven thousand five hundred twenty British Pounds (11,520) represented by eleven thousand

five hundred twenty (11,520) shares of a par value of one British Pound (GBP 1.00) each divided into:

23.2 Subject to Article 13.10, the share capital of the Company may at any time be amended pursuant to a resolution

of the general meeting of shareholders.

The share capital of the Company may be reduced at any time by way of a cancellation and repurchase of Shares

(i) first the class A2.1 shares, the A2.2 shares, the B2.1 shares and the B2.2 shares all ranking equally as if they were a

single class of shares;

(ii) then the class A1.1 shares, the A1.2 shares, the B1.1 shares and the B1.2 shares all ranking equally as if they were

a single class of shares;

and taking into consideration the respective entitlements of the Cap Shares and the Inc Shares (as defined in Article

13.4.) and the allocation of Net Profits which Class A Shares and Class B Shares are entitled to pursuant to Article 16.3.

5.3.1 In addition to the corporate capital, there may be set up a premium account, into which any premium paid on

any Share is transferred. The amount of said premium account is at the free disposal of the Shareholder(s).

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U X E M B O U R G

5.3.2 The Company may, without limitation, accept contributions without issuing shares or other securities in consi-

5.4 Subject to Article 5.2, the Company can proceed to the repurchase of its own Shares within the limits set by the

Law.

24. Art. 6. Shares indivisibility. Towards the Company, the Company's Shares are indivisible, since only one owner is

admitted per Share. Joint co-owners have to appoint a sole person as their representative towards the Company.

25. Art. 7. Transfer of shares.
25.1 In case of a single Shareholder, the Company's Shares held by the single Shareholder are freely transferable.
25.2 No Shares may be transferred except in accordance with the provisions of any agreement binding upon all the

shareholders of the Company (if any).

Chapter III. - Management

26. Art. 8. Management.
26.1 The Company is managed by at least three (3) managers appointed by the general meeting of Shareholders who

26.2 The managers need not be Shareholders. The managers may be removed at any time, with or without cause by

a resolution of the Shareholder(s).

26.3 Provided that for so long as Stichting Depositary PGGM Infrastructure Funds (acting in its capacity as depositary

27. Art. 9. Powers of the board of managers.
27.1 In dealing with third parties, the Board of Managers will have all powers to act in the name of the Company in all

circumstances and to carry out and approve all acts and operations consistent with the Company's objects and provided
the terms of this article shall have been complied with.

27.2 All powers not expressly reserved by Law or the present Articles to the general meeting of Shareholders fall

within the competence of the Board of Managers.

28. Art. 10. Representation of the company. Towards third parties, the Company shall be bound by the joint-signatures

29. Art. 11. Delegation and Agent of the board of managers.
29.1 One Class A Manager and one Class B Manager jointly, may delegate their powers for specific tasks to one or

more ad hoc agents.

29.2 One Class A Manager and one Class B Manager jointly, will determine any such agent's responsibilities and

remuneration (if any), the duration of the period of representation and any other relevant conditions of its agency.

30. Art. 12. Meeting of the board of managers.
30.1 The meetings of the Board of Managers are convened by any manager. The Board of Managers shall appoint a

chairman.

30.2 All meetings of the Board of Managers shall be held in the Grand-Duchy of Luxembourg and shall take place and

30.3 Notwithstanding any of the foregoing, meetings of the Board of Managers will never take place in, or be chaired

30.4 Prior to making any decisions concerning the conduct of the business of the Company, the Board considers at a

meeting of the Board held in accordance with these Articles and the requirements of Luxembourg company law whether

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U X E M B O U R G

the action proposed would be in the best interests of the Company and if, on consideration of such a proposal, the Board
is of the opinion that the proposed action is not in the best interests of the Company, shall refuse to proceed with the
relevant proposal.

30.5 At least seventy-two (72) hours notice of each meeting of the Board of Managers shall be given to each manager

30.6 Any manager may act at any meeting of the Board of Managers by appointing in writing or by telegram or telefax

or email or letter another manager as his proxy. A manager may also appoint another manager to represent him by
telephone to be confirmed in writing at a later stage.

30.7 Subject to Article 12.2, the Board of Managers can only validly debate and take decisions if (i) a majority of its

30.8 Without prejudice to such matters listed in Article 13.10 and subject to Article 13.11 which require the prior

written consent of all the Shareholders, decisions of the Board of Managers shall be adopted by a simple majority with
at least one vote in favour from one Class A Manager and one Class B Manager.

30.9 Subject to Article 12.2, the use of video-conferencing equipment and conference call shall be allowed provided

30.10 A written decision, signed by all the managers, is proper and valid as though it had been adopted at a meeting

30.11 The Managers shall cause minutes to be made of:
30.11.1 all appointments of officers made by the Managers;
30.11.2 the names of the Managers present at each Board meeting;
30.11.3 all resolutions and proceedings of all meetings of the Company and of the Managers.
30.12 Any such minutes as are referred to in Article 12.8 shall be an accurate reflection of that meeting and shall, until

the contrary be proved, be conclusive evidence of their proceedings.

30.13 The minutes of a meeting of the Board of Managers shall be signed by one Class A Manager and 1 Class B Manager

present or represented at the meeting.

30.14 Extracts shall be certified by any manager or by any person nominated by any manager or during a meeting of

the Board of Managers.

Chapter IV. - General meeting of shareholders

31. Art. 13. Powers of the general meeting of shareholder(s) - Votes.
31.1 If there is only one Shareholder, that sole Shareholder assumes all powers conferred to the general Shareholders'

meeting and takes the decisions in writing.

31.2 Each Shareholder may take part in collective decisions. He has a number of votes equal to the number of Shares

he owns and may validly act at any meeting of Shareholders through a special proxy.

31.3 Each Share entitles its owner to rights in the profits and assets of the Company as set forth herein and to one

vote at the general meetings of Shareholders.

31.4 The shares of the classes A1.1, A2.1, B1.1 and B2.1 shall be referred to as “Inc Shares” and the Shares of the

31.5 If all the Shareholders are present or represented they can waive any convening formalities and the meeting can

be validly held without prior notice.

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31.6 If there are more than twenty-five Shareholders, the Shareholders' decisions have to be taken at meetings to be

convened in accordance with the applicable legal provisions.

31.7 If there are less than twenty-five Shareholders, each Shareholder may receive the text of the decisions to be taken

and cast its vote in writing.

31.8 A Shareholder may be represented at a Shareholders' meeting by appointing in writing (or by fax or e-mail or any

similar means) an attorney who need not be a Shareholder.

31.9 Except as provided for by the Law or as set out in Article 13.10, collective decisions are only validly taken insofar

as Shareholders owning more than half of the share capital adopt them.

31.10 Any decision on the declaration or distribution of any dividend or other payment to any Shareholder, or as part

31.11 Where any decision referred to in Article 13.10 above falls within the powers of the Board of Managers, such

decision shall only be taken with the prior written consent of all the Shareholders.

31.12 Any changes in (i) tax residency of the Company (including any change in the jurisdiction of the registered office

of the Company), and/or (ii) the corporate structure and/or financing structure to which the Company is part, shall require
a unanimous decision of the Shareholders.

32. Art. 14. Information to shareholders. The Company shall provide to the Shareholders such information as provided

Chapter V. - Business year

33. Art. 15. Business year.
33.1 The Company's financial year starts on the 1

January and ends on the 31

December of each year.

33.2 At the end of each financial year, the Company's accounts are established by the Board of Managers and the Board

of Managers prepares an inventory including an indication of the value of the Company's assets and liabilities.

33.3 Each Shareholder may inspect the above inventory and balance sheet at the Company's registered office at any

time.

34. Art. 16. Distribution right of shares.
34.1 Out of the Net Profit five per cent (5%) shall be placed into a legal reserve account. This deduction ceases to be

compulsory when such reserve amounts to ten per cent (10%) of the issued Share capital of the Company.

34.2 The Shareholders may decide to pay interim dividends on the basis of statements of accounts prepared by the

34.3 Without prejudice to Article 13.4., any distribution of the cumulative Net Profits shall be made amongst the

Shareholders as follows (and in the following order):

1) All cumulative Net Profits shall be allocated to the Class A Shares (according to their respective entitlements under

Article 13.4.) until the sum of all Class 1 Payments equals or exceeds the First Hurdle; then

2) All cumulative Net Profits shall be allocated to the Class B Shares (according to their respective entitlements under

Article 13.4.) until the cumulative allocations to the Class B Shares under sub-paragraphs 2 and 3 above and this sub-
paragraph 4, equals the Second Catch-up; then

of the Company.

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