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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° 1800

6 août 2011

SOMMAIRE

Credit Suisse Global Infrastructure Part-

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

86398

International Purchase & Rental Services

(IPRS) S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

86399

International Purchase & Rental Services

(IPRS) S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

86399

International Purchase & Rental Services

(IPRS) S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

86354

International Purchase & Rental Services

(IPRS) S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

86354

Keizer Treveris MC S.C.A. . . . . . . . . . . . . . .

86354

Mapfre Warranty S.A. . . . . . . . . . . . . . . . . . .

86354

Mikko S.A. SPF . . . . . . . . . . . . . . . . . . . . . . . .

86399

Newarch Invest S.A. SPF . . . . . . . . . . . . . . .

86399

NSK Euro Holdings S.A. . . . . . . . . . . . . . . . .

86400

Poseidon Investments S.A. . . . . . . . . . . . . . .

86400

QS Italy SICAR S.A. . . . . . . . . . . . . . . . . . . . .

86400

Quilvest Europe . . . . . . . . . . . . . . . . . . . . . . . .

86400

Rosny Treveris MC S.C.A. . . . . . . . . . . . . . .

86400

Servian Real S.A. . . . . . . . . . . . . . . . . . . . . . . .

86399

STAR Agatha Investments S.à r.l. . . . . . . .

86354

Watel Immobilien A.G. . . . . . . . . . . . . . . . . .

86399

86353

U X E M B O U R G

International Purchase & Rental Services (IPRS) S.A., Société Anonyme.

Siège social: L-1660 Luxembourg, 60, Grand-rue.

R.C.S. Luxembourg B 94.864.

Le Bilan au 31 DECEMBRE 2008 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg.

Référence de publication: 2011084230/10.
(110092894) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 juin 2011.

International Purchase & Rental Services (IPRS) S.A., Société Anonyme.

Siège social: L-1660 Luxembourg, 60, Grand-rue.

R.C.S. Luxembourg B 94.864.

Le Bilan au 31 DECEMBRE 2009 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg.

Référence de publication: 2011084231/10.
(110092900) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 juin 2011.

Keizer Treveris MC S.C.A., Société en Commandite par Actions.

Siège social: L-2146 Luxembourg, 74, rue de Merl.

R.C.S. Luxembourg B 109.797.

Luxembourg, le 16 juin 2011.

Signature.

Référence de publication: 2011084233/10.
(110092920) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 juin 2011.

Mapfre Warranty S.A., Société Anonyme.

Siège social: L-1331 Luxembourg, 57, boulevard Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 48.779.

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: 2011084244/9.
(110093267) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 juin 2011.

STAR Agatha Investments S.à r.l., Société à responsabilité limitée.

Capital social: GBP 100.000,00.

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

R.C.S. Luxembourg B 156.136.

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 STAR Agatha Investments S.àr.l. (for-

merly known as Eversholt Investment Group GP 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 156.136, and having a share capital of
twelve thousand British Pounds (GBP 12,000),

incorporated on 30

September 2010 by a deed of Maître Henri Hellinckx, notary residing in Luxembourg, published

in the Mémorial, Recueil des Sociétés et Associations, (the “Mémorial”), number C 2554, on 24 November 2010. The
articles of the Company have been amended by deed of Maître Henri Hellinckx on 26 October 2010 published in the
Mémorial, number C 2792, on 20 December 2010.

The Meeting was presided by Me Anna Hermelinski-Ayache, maître en droit, professionally residing in Luxembourg.

86354

U X E M B O U R G

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:
I) The shareholders represented and the number of shares held by them are shown on an attendance list signed by

the proxyholder(s), the chairman, the secretary, the scrutineer and the undersigned notary. The said list, as well as the
proxies, will remain attached to this document to be filed with the registration authorities.

II) It appears from the said attendance list that all the shares in issue were represented at the present meeting.
III) All shareholders represented declared having had sufficient prior knowledge of the agenda of the meeting and

waived their rights to any prior convening notice thereof so that the meeting can validly decide on all items of the agenda.

IV) The present meeting is regularly constituted and may validly deliberate on the agenda set out below:
1. Amendment of the nominal value of the existing share issued by the Company from twelve thousand British Pounds

to one British Pound (GBP 1.00) so that the issued share capital of the Company is represented by twelve thousand
(12,000) shares of a nominal value of one British Pound (GBP 1.00) each;

2. Restructuring the issued share capital of the Company by:
(i) creating four (4) different classes of shares, namely the classes A1, A2, B1 and B2 and determining the rights and

obligations thereof by amending the articles of association as set forth below under item 4. of the agenda;

(ii) reclassifying all 12,000 shares issued by the Company into 12,000 class A1 shares;
(iii) increase of the issued share capital of the Company by an amount of eighty-eight thousand British Pounds (GBP

88,000) from currently twelve thousand British Pounds (GBP 12,000) to one hundred thousand British Pounds (GBP
100,000) by the creation and issue of a total of eighty eight thousand (88,000) shares (the “New Shares”) of four (4)
different classes being thirteen thousand (13,000) class A1 shares, twenty-five thousand (25,000) class A2 shares, twenty-
five thousand (25,000) class B1 shares and twenty-five thousand (25,000) class B2 shares of a par value of one British
Pound (GBP1.00) each, for a total subscription price of eighty-eight thousand British Pounds (GBP88,000) (the “Sub-
scription Price”); subscription to the New Shares as set forth in the table below; payment of the Subscription Price by
each of the subscribers by way of a contribution in cash and amendment of article 5 of the articles of association of the
Company so as to reflect therein the above increase of capital:

Subscribers

Number of New

Subscription

Price (GBP)

Agatha (Guernsey) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,512 New Shares

- 1,878 A1

- 13,878 A2

- 13,878 B1
- 13,878 B2

GBP 43,512

SAI Holding S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,488 New Shares

- 11,122 A1
- 11,122 A2

- 11,122 B1
- 11,122 B2

GBP 44,488

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,000 New Shares GBP 88,000

3. 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
items of the agenda.

4. Amendment of articles 6, 7, 12, 13, 15, 18, 19 and 21 of the articles of association of the Company and insertion of

new articles 9-1 to 9-7 and article 22 to the articles of association of the Company, so as to read as follows:

“ Art. 6. Amendments to the share capital. The capital may be changed at any time by a decision of the Sole Shareholder

or by decision of the shareholder meeting, in accordance with article 15 of these articles of association.

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 B1 shares, and the class B2 shares all ranking equally as if they were a single class of shares;
(ii) then the class A1 shares and the class A2 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

7).”

“ Art. 7. Profit sharing. Each share entitles its owner to rights in the profits and assets of the Company as set forth

herein.

86355

U X E M B O U R G

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

be referred to as “Cap Shares”.

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 Eversholt Investment Group S.C.S. 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. ”

“ Art. 9.1. Prohibition on transfers of shares.
(1) Other than as permitted under these articles of association and subject to any provision of a shareholders' agree-

ment (if any) binding upon all the shareholders, the shareholder(s) shall not:

(i) mortgage (whether by way of fixed or floating charge), pledge or otherwise encumber or permit to be encumbered

its legal or beneficial interest in all or any of its shares;

(ii) sell, transfer or otherwise dispose of all or any of its shares or any legal or beneficial interest in them or assign or

otherwise purport to deal with them or with any interest in them;

(iii) enter any agreement with respect to the voting rights attached to all or any of its shares;
(iv) enter into any other agreement or arrangement (including, without limitation, a participation or derivative) having

an economic effect substantially similar to any of the above in respect of all or any of its shares;

(v) subject to any derogation which may be contained in a certain shareholders' agreement (if any) binding upon all

the shareholders, transfer of any type of shares and debt instruments (if any) issued by the Company (the shares and such
debt instruments, together the “Interests”) without concurrently transferring to the same transferee in the same trans-
action the same proportion of each and every other type of Interests held by such shareholder;

(vi) agree, whether conditionally or otherwise, to do any of the foregoing,
(each of (i) to (vi) (inclusive) above a “transfer”) other than, in each case, with the consent in writing of the other

shareholders or in accordance with a certain shareholders' agreement (if any) binding upon all the shareholders.

(2) No shares may be transferred to any person who is not a party to a certain shareholders' agreement (if any) binding

upon all the shareholders unless and until that person has adhered thereto.

(3) If any of the shareholders purport to transfer any of its shares or any legal or beneficial interest in those shares in

contravention of the provisions of these articles of association that transfer shall not be valid and shall not be recognised
by and enforceable against the other shareholders and the Company and shall not be registered by the Company in the
register of shareholders of the Company.

Art. 9.2. Permitted transfers. The following transfers of shares may be made free of the restrictions in article 91 above:
(a) a transfer of shares to a person who is to hold those shares as the nominee of the transferor;
(b) a transfer of shares by a nominee to the beneficial owner of those shares or to another nominee of the same

beneficial owner (provided the beneficial owner is at all times a shareholder or Associate of another shareholder);

that shareholder or to another Associate of that shareholder;

(d) a transfer of shares held by or on behalf of an investment fund (including investment trusts, limited partnerships,

unit trusts and co-investment schemes) to:

(i) any person to hold on behalf of that same investment fund (whether as nominee, trustee, custodian, general partner

or otherwise);

(ii) by way of a distribution in kind or otherwise under the documentation or laws governing that fund to any of the

participants in that fund or their nominees;

(iii) to, or to any person to be held on behalf of, any other investment fund which has the same manager or investment

adviser;

(e) a transfer made in accordance with the right of first offer provisions set out in article 9-3;
(f) a transfer made in accordance with the drag-along provisions set out in article 9-4;
(g) a transfer made in accordance with the tag-along provisions set out in article 9-5; and/or
(h) a transfer made in accordance with a certain shareholders' agreement binding upon all the shareholders.
In the case of any permitted transfers under item (b), if the beneficial owner ceases to be a shareholder or an Associate

of another shareholder (other than the nominee shareholder), the transferee shall transfer all the shares previously
transferred to it: (i) back to another shareholder; or (ii) to another Associate of a shareholder. In the case of any permitted
transfers under item (c), if the transferee (as the case may be) ceases to be an Associate of the transferring shareholder,
the transferring shareholder shall procure that the transferee shall transfer all the shares previously transferred to it: (i)
back to the transferring shareholder; or (ii) to another Associate of the transferring shareholder.

86356

U X E M B O U R G

Art. 9.3. Right of first offer.
(1) Subject to paragraphs (2) and (3), if a shareholder (a “Vendor”) wishes to transfer the entire legal and beneficial

ownership of some or all of its Interests, the Vendor shall serve on each other shareholder (each, an “Other Shareholder”)
a notice in writing of its wish to transfer its shares (the “ROFO Sale Interests”) to any person (a “Third Party Purchaser”),
in accordance with the following provisions of this article 9-3:

(a) the Vendor's notice (a “ROFO Transfer Notice”) shall constitute an offer to enter into negotiations to sell the

ROFO Sale Shares at the Benchmark ROFO Sale Price (as defined below) to the Other Shareholders, in each case to be
allocated pro rata to each Other Shareholder's Interests in the relevant class and type of Interests;

(b) the Other Shareholders shall have thirty (30) days from the date of the ROFO Notice to communicate a written

offer to the Vendor to acquire all the ROFO Sale Interests to which it is allocated at the Benchmark ROFO Sale Price;

offer to the Vendor to acquire the ROFO Sale Interests at the price offered by such Other Shareholder for the ROFO
Sale Interests allocated to such Other Shareholder in its notice, such price, which shall be all cash and specified per type
and class of Interests, shall be the Benchmark ROFO Sale Price. Such offer shall be valid only if the offer set forth is
irrevocable and binding and not subject to any conditions precedent (other than applicable anti trust and works council
conditions) and not contingent upon the receipt of any representations and warranties (other than in respect of due
incorporation of the Vendor, the Vendor's power to enter into and perform obligations under the relevant transfer and
the Vendor's title to the relevant ROFO Sale Interests);

(d) the Vendor shall have ninety (90) days in which to accept such Other Shareholder's offer to acquire the relevant

ROFO Sale Interests at the Benchmark ROFO Sale Price;

(e) if the Vendor accepts an Other Shareholder's offer to acquire the ROFO Sale Interests at the Benchmark ROFO

Sale Price then the Vendor shall notify such Other Shareholder in writing that it accepts the offer, on receipt of which
notice the Other Shareholder shall become bound to acquire the relevant ROFO Sale Interests at the Benchmark ROFO
Sale Price. If an Other Shareholder becomes so bound, completion of the sale and purchase of the relevant ROFO Sale
Interests shall take place at a time and place as reasonably specified by such Other Shareholder by giving not less than
seventytwo (72) hours' written notice to the Vendor, which time and place shall be ten (10) days after the date on which
the Other Shareholder gives notice to the Vendor of its acceptance of the offer under this sub-paragraph (e);

(f) (and without limiting the Vendor's right to accept the Other Shareholder's offer at any time during the ninety (90)

day period referred to in sub-paragraph (d)), the Vendor shall be entitled to seek to sell to Third Party Purchaser ROFO
Sale Interests and to enter into binding obligations to sell the ROFO Sale Interests with a Third Party Purchaser within
the ninety (90) day period referred to in paragraph (d), subject to the following provisions of this sub-paragraph (f) and
article 9-4 and article 9-5 paragraph (1):

(i) the price offered to be paid by the Third Party Purchaser for the ROFO Sale Interests shall be required to be all

cash;

(ii) if the price to be paid by the Third Party Purchaser is not less than five per cent (5%) higher than the Benchmark

ROFO Sale Price, the Vendor shall be entitled to sell the relevant ROFO Sale Interests to that Third Party Purchaser at
the price offered by that Third Party Purchaser; or

(iii) if the price offered by the Third Party Purchaser is less than five per cent (5%) higher than the Benchmark ROFO

Sale Price, then the Vendor shall again offer, by notice in writing, to sell the ROFO Sale Interests to the relevant Other
Shareholder(s) at the same price and subject to the same terms and conditions offered by that Third Party Purchaser
(and for these purposes the offer shall be deemed not to be subject to any conditions precedent (other than applicable
anti trust and works council conditions) nor contingent on the receipt of any representations and warranties (other than
in respect of due incorporation of the Vendor, the Vendor's power to enter into and perform obligations under the
relevant transfer and the Vendor's title to the relevant ROFO Sale Interests)). The Vendor's offer to sell the ROFO Sale
Interests to the Other Shareholder(s) under this sub-paragraph (f)(iii) shall remain open for acceptance by the Other
Shareholder(s) for twenty (20) days from the date of the Vendor's offer to it. If an Other Shareholder gives the Vendor
written notice of its acceptance of the Vendor's offer within twenty (20) days of the date of the Vendor's offer then such
Other Shareholder(s) shall become bound to acquire the ROFO Sale Interests and completion of the sale and purchase
of the ROFO Sale Interests shall take place at a time and place as reasonably specified by such Other Shareholder by
giving not less than seventy-two (72) hours' written notice to the Vendor, which time and place shall be ten (10) days
after the date on which such Other Shareholder gives notice to the Vendor of its acceptance of the offer under this sub-
paragraph (f)(iii). If an Other Shareholder does not give written notice of its acceptance of the offer to acquire relevant
ROFO Sale Interests under this sub-paragraph (f)(iii) within twenty (20) days of the Vendor's offer then the Vendor's
offer shall lapse and the Vendor shall, regardless of whether the ninety (90) day time limit referred to above in this sub-
paragraph (f) has expired, be permitted to sell the ROFO Sale Interests to such Third Party Purchaser at the same price
and subject to the same terms and conditions offered by such Third Party Purchaser immediately prior to the Vendor's
offer to sell the ROFO Sale Interests to the Other Shareholder(s) under this sub-paragraph (f)(iii);

(g) if an Other Shareholder does not, within the thirty (30) day period referred to in paragraph (b), communicate a

86357

U X E M B O U R G

price and subject to any conditions with a Third Party Purchaser within ninety (90) days of the expiry of the thirty (30)
day period referred to in sub-paragraph (b);

(h) the Vendor shall procure that prior to, and as a condition precedent of, any transfer to a third party of the ROFO

Sale Interests under this paragraph (1) that (unless otherwise agreed in writing by the Other Shareholder):

(i) the Third Party Purchaser shall adhere to a certain shareholders' agreement (if any) binding upon all the shareholders;
(ii) the Vendor shall have assigned (or procured that there is novated) to that third party the benefit of loans (if any)

made by the Vendor or any Associate of the Vendor to the Company or any other member of the Company's group, in
the same proportion that the ROFO Sale Interests bear to the aggregate number of Interests of the Vendor prior to the
sale of the ROFO Sale Interests;

(iii) the Vendor shall have repaid to any relevant member of the Company's group loans (if any) made by that company

to the Vendor or any Associate of the Vendor, in the same proportion that the ROFO Sale Interests bear to the aggregate
number of Interests of the Vendor prior to the sale of the ROFO Sale Interests; and

(iv) the Third Party Purchaser shall have either provided its own guarantee, indemnity or security in place of any

Shareholder Support (if any) (where all the ROFO Sale Interests are transferred) given by the Vendor or any Associate
of the Vendor to any person in respect of the obligations of any member of the Company's group or shall have provided
to the Other Shareholders and any relevant member of the Company's group an indemnity in a manner and form rea-
sonably satisfactory to the Other Shareholders and any relevant member of the Company's group against any actions and
losses suffered or incurred by them arising out of a default by the Vendor or any member of its group in connection with
any Shareholder Support (if any); and

(i) a ROFO Transfer Notice once given shall not be capable of being withdrawn and may not be varied, without the

written consent of the Other Shareholder(s). A ROFO Transfer Notice may not be given by any person in circumstances
where a Compulsory Transfer Notice has been given in accordance with article 9-6 against such person and the related
procedures and actions under the Compulsory Transfer Notice (as the case may be) have not yet been completed.

(2) Paragraph (1) shall not apply to any permitted transfer made pursuant to article 9-2, paragraphs(a) to (d) (inclusive).
(3) For the purposes of article 9-3, paragraph (1) and article 9-4:
(i) Agatha (Guernsey) Limited and any other person who is an Associate of Agatha (Guernsey) Limited (the “STAR

Shareholder”), shall be treated as a single shareholder;

(ii) SAI Holding S.à r.l., STICHTING DEPOSITARY PGGM INFRASTRUCTURE FUNDS, acting in its own name but

in its capacity as depositary of and for the account of PGGM INFRASTRUCTURE FUND 2010 and any person who is an
Associate of SAI Holding S.à r.l. and STICHTING DEPOSITARY PGGM INFRASTRUCTURE FUNDS, acting in its own
name but in its capacity as depositary of and for the account of PGGM INFRASTRUCTURE FUND 2010 (the “PGGM
Shareholders”) shall be treated as a single shareholder; and

(iii) each other shareholder (not being either a person listed in subparagraph (i) or a person listed in sub-paragraph

(ii)) shall be treated as a single shareholder,

and where:
1. it is a person specified in paragraph (3)(i) who is the Vendor, the Other Shareholders shall be the persons specified

in paragraph (3)(ii) (and shall not include persons specified in paragraph (3)(iii)); and

2. it is a person specified in paragraph (3)(ii) who is the Vendor, the Other Shareholders shall be the persons specified

in paragraph (3)(i) (and shall not include persons specified in paragraph (3)(iii)).

Art. 9.4. Drag-along right in relation to the sale of shares. In the event of a proposed sale of ROFO Sale Interests by

the STAR Shareholder to a Third Party Purchaser under article 9-3 paragraph (1) (f) and provided that the price offered
to be paid by such Third Party Purchaser is not less than five per cent (5%) higher than the Benchmark ROFO Sale Price
and the ROFO Sale Interests represent all of the Interests held by the STAR Shareholder, Agatha (Guernsey) Limited
shall be entitled to require the PGGM Shareholders and any other persons who become shareholders on exercise of any
rights of subscription or conversion (the “Compulsory Sellers”), by notice given to STICHTING DEPOSITARY PGGM
INFRASTRUCTURE FUNDS, acting in its own name but in its capacity as depositary of and for the account of PGGM
INFRASTRUCTURE FUND 2010 and the Compulsory Sellers at any time before the proposed transfer (a “Drag Along
Notice”), to transfer (on the date of the transfer by the STAR Shareholder of the ROFO Sale Interests, as may be specified
by the STAR Shareholder in the Drag Along Notice or otherwise) all (and not some only) of their Interests to that Third
Party Purchaser on terms no less favourable than those applying to the transfer by the STAR Shareholder and provided
that the offer shall be all cash and not subject to any conditions precedent (other than applicable anti trust and works
council conditions) nor contingent on the receipt of any representations and warranties (other than in respect of due
incorporation of the Vendor, the Vendor's power to enter into and perform obligations under the relevant transfer and
the Vendor's title to the relevant ROFO Sale Interests). The PGGM Shareholders nor any other shareholder shall be
obliged to transfer any or all of their Interests under this article 9-4 unless the transfer of the ROFO Sale Interests by
the STAR Shareholder completes simultaneously with such transfer.

86358

U X E M B O U R G

Art. 9.5. Tag-along right in relation to the sale of shares.
(1) In the event of a proposed sale of ROFO Sale Interests by the STAR Shareholder to a Third Party Purchaser and

provided the ROFO Sale Interests represent not less than fifty per cent (50%) of the Interests held by the STAR Share-
holder in aggregate, Agatha (Guernsey) Limited shall, at least twenty (20) days prior to the proposed sale, deliver a notice
to STICHTING DEPOSITARY PGGM INFRASTRUCTURE FUNDS, acting in its own name but in its capacity as depositary
of and for the account of PGGM INFRASTRUCTURE FUND 2010 and each PGGM Shareholder notifying it of the pro-
posed sale and specifying in reasonable detail the identity of the Third Party Purchaser (and if applicable) the ultimate
beneficial owner of such Third Party Purchaser, the number of Interests proposed to be transferred by the STAR Sha-
reholder to such Third Party Purchaser, the price per class and type of Interests and other terms and conditions applicable
to such transfer and the proposed date of transfer, including copies of any definitive agreements then available (a “Tag
Sale Notice”). Each PGGM Shareholder shall be entitled to require, by notice given to Agatha (Guernsey) Limited, (a “Tag
Along Notice”) no later than fifteen (15) days after the date on which Agatha (Guernsey) Limited gives the Tag Sale Notice
to such PGGM Shareholder, the Third Party Purchaser to make an offer to the PGGM Shareholder to acquire all of the
PGGM Shareholder's Interests on the same terms (including the same price per class and type of Interests) as those
applying to the sale of the Interests by the STAR Shareholder to that Third Party Purchaser (as notified pursuant to the
Tag Sale Notice) and on the same date (the “PGGM Tag Offer”).

(2) If any PGGM Shareholder gives a Tag Along Notice to Agatha (Guernsey) Limited, the STAR Shareholder shall not

be permitted to complete a transfer of their Interests to such Third Party Purchaser unless the transfer of all such PGGM
Shareholder's Interests to the Third Party Purchaser on the terms required in relation to the PGGM Tag Offer completes
simultaneously with the transfer of the STAR Shareholder's Interests.

Art. 9.6. Compulsory transfer.
(1) The following words and expressions shall have the following meanings for the purposes of this article 9-6:
Event in relation to any shareholder means any of the following:
(a) a transfer of Interests made in breach of article 9-1, where that breach continues unremedied for twenty (20) days

after notice has been given to that shareholder by another shareholder requiring the breach to be so remedied;

(b) the shareholder becomes insolvent or unable to pay its debts as they fall due or is adjudicated bankrupt or, whilst

insolvent or bankrupt, compounds or proposes or enters into any re-organisation or other special arrangement with its
creditors generally;

possession within thirty (30) days of taking possession) or any step is taken in relation to the appointment of an admi-
nistrative receiver, receiver or administrator and is not discharged, paid out, withdrawn or removed within fifteen (15)
days;

(d) an order is made or an effective resolution is passed or any analogous proceedings are taken for the winding up

of the shareholder other than a members' voluntary liquidation solely for the purpose of amalgamation or reconstruction
on terms previously approved in writing by the other shareholder (which approval shall not to be unreasonably withheld
or delayed) and is not discharged, paid out, withdrawn or removed within fifteen (15) days;

(e) the shareholder ceases to carry on business, stops payment of its debts or any class of them, or any step is taken

to do any of those things;

(f) all or substantially all of the assets of the shareholder is subject to attachment, sequestration, execution or similar

process and that process is not terminated or discharged within fifteen (15) days; or

(g) any of the matters referred to in the foregoing sub-paragraphs of this definition of Event (other than sub-paragraph

(a)) occurring in relation to any holding company of the shareholder.

Event Shareholder means the shareholder which has committed or suffered an Event;
Option Interests means either the Event Shareholder's Interests (where the Compulsory Transfer Notice requires

them to be sold) or the Other Shareholder's Interests (where the Compulsory Transfer Notice requires them to be
purchased);

Other Shareholder means:
(a) where the Event Shareholder is the STAR Shareholder, the Other Shareholder shall be STICHTING DEPOSITARY

PGGM INFRASTRUCTURE FUNDS, acting in its own name but in its capacity as depositary of and for the account of
PGGM INFRASTRUCTURE FUND 2010; and

(b) where the Event Shareholder is a PGGM Shareholder, the Other Shareholder shall be Agatha (Guernsey) Limited;

and

Other Shareholder shall be Agatha (Guernsey) Limited and STICHTING DEPOSITARY PGGM INFRASTRUCTURE
FUNDS, acting in its own name but in its capacity as depositary of and for the account of PGGM INFRASTRUCTURE
FUND 2010 (acting together); and

Transfer Price means:
(a) the value of the Option Interests as agreed in writing by the Event Shareholder and the Other Shareholder; or

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(b) in the absence of agreement, the Fair Market Value determined in accordance with, and applying the principles set

out in, article 9-7.

(2) Where an Event occurs:
(a) the Event Shareholder shall immediately give notice in writing of the Event to the Other Shareholder providing full

details of that Event; and

(b) the Other Shareholder shall be entitled, in its absolute discretion, whether or not the Event Shareholder has

complied with clause (a) and without prejudice to any other rights and remedies which it may have, to serve written
notice (a “Compulsory Transfer Notice”) on the Event Shareholder at any time up to (and including) the date which is
fifteen (15) days after the date of receipt of the notice of the occurrence of the relevant Event given by the Event
Shareholder under paragraph (a) above.

(3) A Compulsory Transfer Notice shall require the Event Shareholder to sell all (but not some only) of its Interests

to the Other Shareholder at the Transfer Price.

(4) Following service of a Compulsory Transfer Notice, the shareholders shall use all reasonable endeavours to agree

the Transfer Price. If the shareholders fail to agree on the Transfer Price within fifteen (15) days of the service of the
Compulsory Transfer Notice, the provisions of article 9-7 shall apply in relation to the determination of the Fair Market
Value (and accordingly the Transfer Price).

(5) Subject to withdrawal of the Compulsory Transfer Notice under paragraph (7), the sale and purchase of the Option

Interests shall be completed at a time and place specified by the Other Shareholder acting reasonably by not less than
seventy-two (72) hours' written notice to the Event Shareholder on a date being ten (10) days after the date on which
the Transfer Price is agreed or determined (as the case may be).

(6) If the Auditors or an independent valuer is required to determine the Fair Market Value under article 9-7 the fees

and expenses of the Auditors or independent valuer shall be borne by the Event Shareholder.

(7) Subject to the following provisions of this paragraph (7), a Compulsory Transfer Notice once served may not be

withdrawn. If the Auditors or an independent valuer is required to determine the Fair Market Value under article 9-7,
and does so determine, the Other Shareholder may withdraw the Compulsory Transfer Notice within five (5) days of
that determination. If the Compulsory Transfer Notice is withdrawn in these circumstances, no further Compulsory
Transfer Notice may be served in relation to the circumstances comprising the relevant Event, but shall not prevent the
issue of one or more Compulsory Transfer Notices in respect of any other circumstances comprising an Event.

Art. 9.7. Determination of Fair Market Value.
(1) If the shareholders fail to agree the Transfer Price within fifteen (15) days of the service of a Compulsory Transfer

Notice, the provisions of this article 9-7 shall apply in relation to the determination of the Fair Market Value (and accor-
dingly the Transfer Price). Words and expressions defined in article 9-6 shall have the same meanings in this article 9-7.

(2) The Fair Market Value shall be determined in accordance with this article 97 either by the Auditors (if each of the

shareholders agrees in writing) or by an independent valuer nominated by agreement between the shareholders.

(3) If the shareholders fail to agree within fifteen (15) days of the service of the Compulsory Transfer Notice that the

Auditors should determine the Fair Market Value or, within thirty (30) days of the service of the Compulsory Transfer
Notice, on the identity of an independent valuer, the Buyer shall provide the Seller with a list of at least three (3)
independent valuers, at least one of which must be one of the “big four” internationally recognised accounting firms. The
Seller, whose decision shall be final and binding, shall choose one (1) independent valuer from that list to determine and
certify the amount considered by that valuer to be the Fair Market Value.

(4) The Auditors (if agreed by the shareholders) or the independent valuer as so agreed or nominated (in each case,

the “Valuer”) shall be instructed to certify in writing, within twenty (20) days of its appointment, the Fair Market Value.

(5) The calculation of Fair Market Value shall be based on a sale of all of the Interests and all of the loans provided to

the Company (if any), for cash consideration on the basis of an arm's length transaction between a willing buyer and a
willing seller on the basis of criteria agreed upon by the shareholders.”

“ Art. 12. Management.
(1) The Company is managed by one or more managers (the “Managers”). If several Managers have been appointed,

they will constitute a board of Managers (the “Board”). The manager(s) need not to be shareholders.

(2) The Manager(s) are appointed, revoked and replaced by a decision of the general meeting of the shareholders,

adopted by shareholders owning more than half of the share capital, provided that:

(i) Subject to sub-paragraph (iv), for so long as Agatha (Guernsey) Limited and any other person who is an Associate

of Agatha (Guernsey) Limited holds any shares, they shall be entitled to nominate three (3) Managers to the Board (the
“STAR Managers”) and to recommend to the shareholders to remove and replace any of those STAR Managers. For as
long as they have nominated three (3) Managers to the Board, not less than two (2) of the STAR Managers shall at all
times be residents of Luxembourg. For so long as they only nominate one (1) or two (2) Managers to the Board, not less
than one (1) of the STAR Managers shall at all times be a resident of Luxembourg.

(ii) Subject to sub-paragraph (iv), for so long as SAI Holding S.à r.l., STICHTING DEPOSITARY PGGM INFRASTRUC-

TURE FUNDS, acting in its own name but in its capacity as depositary of and for the account of PGGM INFRASTRUCTURE

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FUND 2010 and any person who is an Associate of SAI Holding S.à r.l. and STICHTING DEPOSITARY PGGM INFRA-
STRUCTURE FUNDS, acting in its own name but in its capacity as depositary of and for the account of PGGM
INFRASTRUCTURE FUND 2010 holds any shares, they shall be entitled to nominate two (2) Managers to the Board (the
“PGGM Managers”) and to recommend to the shareholders to remove and replace any of those PGGM Managers. For
as long as they nominate two (2) Managers to the Board, not less than one (1) of the PGGM Managers shall at all times
be a resident of Luxembourg.

(iii) Any Manager who is not a resident of Luxembourg shall be referred to as an A Manager and any Manager who is

a resident of Luxembourg shall be referred to as a B Manager. Any STAR Manager who is not resident of Luxembourg
shall be referred to as a STAR A Manager and any STAR Manager who is resident of Luxembourg shall be referred to as
a STAR B Manager. Any PGGM Manager who is not resident of Luxembourg shall be referred to as a PGGM A Manager
and any PGGM Manager who is resident of Luxembourg shall be referred to as a PGGM B Manager.

(iv) The persons listed in paragraph (2) (i) and (ii) shall lose the right to nominate:
(i) one (1) Manager to the Board if its aggregate percentage shareholding in the Company falls by not less than twenty

per cent (20%) of the aggregate share capital of the Company but less than forty per cent (40%) of the aggregate share
capital of the Company;

(ii) two (2) Managers to the Board if its and its Associates' percentage shareholding in the Company falls by not less

than forty per cent (40%) of the aggregate share capital of the Company but less than sixty per cent (60%) of the aggregate
share capital of the Company; and/or

(iii) three (3) Managers to the Board if its and its Associates' percentage shareholding in the Company falls by not less

than sixty per cent (60%) of the aggregate share capital of the Company but less than eighty per cent (80%) of the aggregate
share capital of the Company.

(3) The Managers may be dismissed and replaced at any time and ad nutum (without cause).
(4) In dealing with third parties, the Manager(s) will have all powers to act in the name and on behalf 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 12 have been complied with. All powers not expressly reserved by law or the articles
of association to the general meeting of shareholders fall within the power of the Manager, or in case of plurality of
Managers, of the Board.

(5) The chairman of the Board (if any) will be chosen among the STAR Managers and shall not have a second or casting

vote. The chairman of the Board shall preside any meeting of the Board and any general meeting of shareholders of the
Company. In his absence, the relevant meeting shall be chaired by a chairman pro tempore, who will be appointed among
the STAR Managers.

(6) Unless otherwise decided by the Board:
(i) meetings of the Board shall take place in Luxembourg at least once every four (4) months and the chairman of the

Board shall convene meetings of the Board to comply with this article 12 (6);

(ii) each Manager shall be given not less than seven (7) Business Days' prior written notice of each meeting. Regardless

of the foregoing, a meeting of the Board may be held on less than seven (7) Business Days' prior written notice:

(a) if in the opinion of a Manager the interests of the Company, any other member of the Company's group, LuxCo

or any other member of LuxCo's group would be reasonably likely to be adversely affected if the business to be transacted
at such meeting was not dealt with as a matter of urgency, and such meeting shall be convened on such notice which is
reasonable in the circumstances, provided that the notice has been given prior to the time set for the meeting in the form
provided for in and by means of cable, telegram, telex, electronic mail or fax to each Manager;

(b) with the consent of all Managers in writing (by cable, telegram, telex, electronic mail or fax); or
(c) each of the Managers otherwise attend the meeting (in person or represented by proxy) and declare at that meeting

that due notice of the agenda was given.

(iii) an agenda for a meeting specifying all resolutions proposed and business to be transacted at such meeting and

copies of any appropriate supporting papers shall be sent to each Manager no later than five (5) Business Days prior to
the date of each meeting (or, if later, the date on which the relevant meeting is held in accordance with any of the
paragraphs (6)(ii)(a) to (6)(ii)(c)). No resolution shall be proposed or business transacted at a meeting unless it has been
specified in the notice of such meeting, except if consented to in writing by all Managers or all the Managers otherwise
attend the meeting (in person or represented by proxy) and declare at that meeting that due notice of the agenda was
given;

(iv) meetings of the Board will be held in Luxembourg (with Managers present in person (or represented by a proxy

who is present in person)) and conducted in English and Managers may attend a Board meeting by telephone conference
call (or similar means of communication that allows all the participants in that meeting to communicate with one another
and hear one another). The participation in, or the holding of, a meeting by these means is equivalent to a participation
in person at such meeting or the holding of a meeting in person;

(v) minutes of each Board meeting written in English and signed by the chairman of the Board or, in the absence of

the chairman of the Board, the chairman of the meeting shall be circulated to each Manager no later than ten (10) Business
Days after the relevant meeting;

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(vi) Copies or extracts of minutes which may be produced in judicial proceedings or otherwise shall be signed by any

STAR A Manager and PGGM A Manager acting jointly;

(vii) The Board may also, unanimously, pass resolutions on one or several similar documents by circular means when

expressing its approval in writing, by cable or facsimile or any other similar means of communication. The entirety will
form the circular documents duly executed giving evidence of the resolution.

(7) Subject to paragraph (10), the quorum for the transaction of business at any meeting of the Board shall be at least

two (2) Managers, including one (1) STAR A Manager, except:

(i) in relation to a matter where one or more Managers have a Personal Conflicting Interest, in which case the quorum

for such matter shall be a majority of the Managers who do not have a Personal Conflicting Interest in such matter being
present; and

(ii) in relation to a matter where all the STAR A Managers are disqualified from counting towards a quorum for the

relevant meeting by virtue of having a Personal Conflicting Interest or there is no STAR A Manager, in which case the
quorum or such matter shall not require any STAR A Manager to be present.

(8) If within half an hour from the time appointed for a meeting of the Board a quorum is not present, the meeting

shall be adjourned to the same day of the next week (or if that day is not a Business Day the next Business Day following
it) at the same time and place (and due notice and an agenda for that meeting under paragraph (6) shall be deemed to
have been given for the adjourned meeting on the date on which such notice and agenda was duly given in accordance
with paragraph 6(c) for the original meeting)).

(9) Subject to paragraph (10), any resolution of the Board proposed at any meeting of the Board shall only be effective

if it is passed by a simple majority of the votes of the Managers (including a STAR A Manager, unless all the STAR A
Managers are disqualified by virtue of having a Personal Conflicting Interest or there is no STAR A Manager, in which case
the votes of a STAR A Manager shall not be required) present in person or represented by proxy and entitled to vote
at the relevant meeting.

(10) None of the matters set out in items (i) to (xiii) below shall be undertaken without the affirmative approval of a

STAR A Manager or, if all STAR A Managers are disqualified from voting by virtue of having a Personal Conflicting Interest
or there is no STAR A Manager, the consent of the STAR Shareholder, and the affirmative approval of a PGGM A Manager
or, if all PGGM A Managers are disqualified from voting by virtue of having a Personal Conflicting Interest or there is no
PGGM A Manager, the consent of STICHTING DEPOSITARY PGGM INFRASTRUCTURE FUNDS, acting in its own
name but in its capacity as depositary of and for the account of PGGM INFRASTRUCTURE FUND 2010:

(i) The incurrence of debt (including the issuance of profit participating loan instruments) or creation of security by

the Company or any other member of its group;

(ii) Any change nature of business of the Company or any other member of its group;
(iii) Any acquisition of assets or interests in any undertaking other than in the LuxCo group by the Company or any

other member of the Company's group;

(iv) Any amendment to the constitutional documents of any member of the Company's group, except the Company;
(v) Any changes to, or variation of rights attaching to, the capital of the any member of the Company's group, except

the Company;

(vi) Any change in tax residency or tax structure of any member of the Company's group (including any change in the

jurisdiction of the registered office of those companies), except the Company;

(vii) The entry into or variation of any contract or arrangement: (A) between related parties of a shareholder on the

one hand and any member of that shareholder's group on the other hand and which relate to Company or any other
member of the Company's group; (B) between the Company or any other member of the Company's group on the one
hand and any member of a shareholder's group on the other hand; or (C) whereby the Company or any other member
of Company's group confers a benefit on any member of a shareholder's group;

(viii) The winding up (or the presentation of any petition or passing of any resolution for the winding up), liquidation,

dissolution, administration or reorganisation by way of a voluntary arrangement or scheme of arrangement or any other
analogous proceeding in any jurisdiction of any member of the Company's group, except the Company;

(ix) The commencement or settlement of any litigation or arbitration, mediation or regulatory, administrative or

criminal proceedings or investigations involving the Company or any other member of the Company's group, in each case
if the amount of the action or claim concerned involves a sum exceeding €5 million;

(x) Any new issue of shares or instruments or other securities by any member of the Company's group or the creation

of options or rights to subscribe for or acquire shares, instruments or other securities by any member of the Company's
group, except the Company;

(xi) Any listing of any member of the Company's group, except the Company;
(xii) Subject to any rights in relation to the sale and transfer of shares in any member of LuxCo's group (including for

the avoidance of doubt in relation to the exercise of their forced-IPO or drag-along rights), the sale and transfer of shares
held by the Company in the LuxCo group; and

(xiii) Any agreement, conditionally or otherwise, to do any of the matters set out in sub-paragraphs (i) to (xii) above.

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(11) Each Manager shall be entitled to appoint any other Manager as his proxy to act at a meeting of the Board in

writing (and no Manager shall be limited in the number of proxies he may hold and vote in respect of), a copy of the
appointment being sufficient proof thereof. A proxy of a Manager appointed pursuant to this paragraph (11) shall be
entitled to attend and vote at, and waive all convening formalities in respect of, the meeting in respect of which his
appointment relates at which the Manager appointing him is not personally present, and generally in the absence of his
appointor to do all the things which his appointor is authorised or empowered to do at such meeting. A Manager who
has been so appointed as proxy for another Manager shall be entitled at the meeting in respect of which his appointment
relates, in the absence of his appointor:

(i) to a separate vote on behalf of his appointor in addition to his own vote; and
(ii) to be counted as part of the quorum of the Board on his own account and in respect of the Director for whom

he is a proxy.

A Manager shall be deemed to be present at a meeting if his proxy is present at such meeting.
(12) Subject to paragraph (13), if any Manager is, in any way, directly or indirectly, interested in a proposed transaction

or arrangement with the Company or any other member of the Company's group, he must declare the nature and extent
of that interest to the other Managers before the relevant member of the Company's group enters into the transaction
or arrangement and, provided he has done so, except in the case of a matter in which a Manager has a Personal Conflicting
Interest, the Manager shall be entitled to vote (and be counted in the quorum at any meeting) in relation to that matter.
In respect of a matter or resolution in which a Manager has a Personal Conflicting Interest, such Manager may not attend
the meeting nor participate in any debates in relation to the relevant matter or resolution nor vote on such matter or
resolution and the shareholders shall be informed of the issue at their next meeting.

(13) A Manager need not declare an interest:
(i) if it cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(ii) if, or to the extent that, the other Managers are already aware of it (and for this purpose, the other Managers are

treated as aware of anything of which they ought reasonably to be aware).

(14) No person who is appointed as a Manager shall be entitled to receive any remuneration from the Company for

acting in that capacity. Regardless of the foregoing, the Company shall reimburse all reasonable expenses incurred by any
Manager in connection with his office as a Manager.

(15) For so long as the persons listed in paragraph (2)(i) hold shares, they shall be entitled to appoint one (1) observer

to attend meetings of the Board and of any committees of the Board.

(16) For so long as the persons listed in paragraph (2)(ii) hold shares, they shall be entitled to appoint one (1) observer

to attend meetings of the Board and of any committees of the Board.

(17) Any observer appointed pursuant to paragraphs (15) to (16) shall be entitled to receive notice of and see all

documents considered at the relevant meeting of the Board and meeting of the relevant committee of the Board (as the
case may be) and to receive copies of those documents at the same time that they are provided to the Managers or
members of the relevant committee (as the case may be) and to speak but not to vote or count towards the quorum at
the relevant meeting. The observer shall be bound by the same confidentiality requirements as the Managers and the
members of the relevant committee of the Board are subject to.

(18) The Board may, to the extent permitted by law, delegate certain of the powers which are conferred on them

under the articles of association to a committee consisting of any person or persons as the Board decides in relation to
any matters and on any terms and conditions as it thinks fit. Any such committee shall include at least one (1) representative
of each of the persons listed in paragraph (2)(i) and (2)(ii) (if so requested).

(19) The Company shall be bound by the sole signature of its sole Manager, and, in case of plurality of Managers, by

the joint signatures of two (2) Managers, one (1) of whom being a STAR Manager and the other a PGGM Manager.”

“ Art. 13. Liability of the Manager(s). The Manager or the Managers (as the case may be) assume, by reason of his/their

position, no personal liability in relation to any commitment validly made by him/them in the name of the Company.”

“ Art. 15. Shareholders' voting rights, quorum and majority. The sole shareholder assumes all powers conferred to

the general meeting of the shareholders.

In case of a plurality of shareholders, each shareholder may take part in collective decisions irrespective of the number

of shares, which he owns. Each shareholder has voting rights commensurate with his shareholding. Collective decisions
are only validly taken insofar as they are adopted by shareholders owning more than half of the share capital.

However, resolutions to alter the articles of association of the Company may only be adopted by the majority in

number of the shareholders owning at least three quarters of the Company's share capital and the nationality of the
Company can only be changed by unanimous vote, subject to the provisions of the Companies Act.

Notwithstanding the foregoing paragraph, none of the matters set out in items (i) to (ix) below shall be undertaken

without the consent of each of Agatha (Guernsey) Limited and PGGM Infrastructure:

(i) Any change in nature of business of the Company;
(ii) Any amendment to the articles of association;
(iii) Any changes to, or variation of rights attaching to, the capital of the Company;

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(iv) The approval of the Company's annual accounts;
(v) Any change in tax residency or tax structure of the Company (including any change in the jurisdiction of the

registered office of the Company);

(vi) The winding up (or the presentation of any petition or passing of any resolution for the winding up), liquidation,

dissolution, administration or reorganisation by way of a voluntary arrangement or scheme of arrangement or any other
analogous proceeding in any jurisdiction of the Company;

(vii) Any new issue of Shares or other securities by the Company or the creation of options or rights to subscribe for

or acquire Shares or other securities by the Company;

(viii) Any listing of the Company; and
(ix) Any agreement, conditionally or otherwise, to do any of the matters set out in sub-paragraphs (i) to (viii) above.”

“ Art. 18. Distributions. 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.

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 un-
derstood 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.

The balance of the net profits shall be distributed to the shareholders (pari passu as if the same constituted one class

of shares) (i) pro rata according to the number of shares held by them respectively and (ii) according to the entitlements
under these articles of association, especially with regard to the allocation of any proceeds to Cap Shares and Inc Shares
according to article 7.”

“ Art. 19. Liquidation. 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 profit participating loans

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

third, to the shareholders (pari passu as if the same constituted one class of shares) (i) pro rata according to the

number of shares held by them respectively and (ii) according to the entitlements under these articles of association,
especially with regard to the allocation of any proceeds to Cap Shares and Inc Shares according to article 7.”

“ Art. 21. Compliance with the articles of association and law. Reference is made to the provisions of the Companies

Act for all matters for which no specific provision is made in these articles of association.

If any provision of the articles of association at any time conflicts with the provisions of a certain shareholders' agree-

ment (if any) binding upon all the shareholders, the provisions of that shareholders' agreement (if any) shall prevail.”

“ Art. 22. Definitions. Associate in relation to a shareholder means:
(a) each member of that shareholder's group (other than the shareholder itself);
(b) any person from time to time who manages, or advises on any or all of the assets of the shareholder;
(c) any company, fund (including investment trusts, unit trusts and coinvestment schemes) or partnership, the assets

of which are from time to time managed, advised or sponsored (whether solely or jointly with others) by that shareholder
or its successor or any member of that shareholder's group;

of which are from time to time managed, advised or sponsored (whether solely or jointly with others) by the same
manager, adviser or sponsor as that shareholder; and/or

(d) any person that is controlling, controlled by, or under common control with the shareholder;
Auditors means the auditors (if any) appointed from time to time by the Company in accordance with article 20.
Business Day means any day, except Saturday or Sunday, on which banks are ordinarily open for business in Luxem-

bourg.

LuxCo means Eversholt Investment Group (Luxembourg) S.à r.l. a société à responsabilité limitée formed under the

laws of Luxembourg and registered with the Register of Trade and Companies of Luxembourg under number B 156.116
and whose registered office is at 64, avenue de la Liberté, L-1930 Luxembourg.

Personal Conflicting Interest of a Manager is any direct interest of that Manager which is a personal interest as opposed

to the interest of the Company or any other member of the Company's group but, for the avoidance of doubt, (i) any

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U X E M B O U R G

interest a Manager may have in relation to the investment in Eversholt Investment Group SCS or (ii) any interest of a
Manager arising solely by virtue of his having been nominated for appointment as a Manager by or holding any office or
employment or any other contractual relationship with another person involved in the matter (or that person's Associate
or connected person) irrespective of whether that other person's interest conflicts with that of the Company or any
other member of the Company's group, shall not be a Personal Conflicting Interest.

Shareholder Support means the provision of any guarantee, indemnity or other assurance or security interest (if any)

which may be required in respect of the indebtedness or other obligations of the Company and/or any other member of
the Company's group.”

5. Acknowledgement of the resignation of Mr Michael John Williams and Mrs Johanna Dirkje Martina van Oort as

managers of the Company, requalification of the managers of the Company and appointment of Mr Han Claessens and
Mr Kees-Jan Avis as new managers of the Company for an unlimited duration.

After deliberation, the following resolutions were passed.

First resolution

It was resolved to amend the nominal value of the existing share issued by the Company from twelve thousand British

Pounds to one British Pound (GBP 1.00) so that the issued share capital of the Company is represented by twelve thousand
(12,000) shares of a nominal value of one British Pound (GBP 1.00) each.

Second resolution

It was resolved to restructure the issued share capital of the Company as follows.
It was resolved to create four (4) different classes of shares, namely the classes A1, A2, B1 and B2 and determining

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

It was resolved to reclassify all 12,000 shares issued by the Company into 12,000 class A1 shares.
It was resolved to increase the issued share capital of the Company by an amount of eighty-eight thousand British

Pounds (GBP 88,000),

from currently twelve thousand British Pounds (GBP 12,000) to one hundred thousand British Pounds (GBP 100,000),
by the creation and issue by the issue of a total of eighty-eight thousand (88,000) shares (the “New Shares”) of four

(4) different classes being thirteen thousand (13,000) class A1 shares, twenty-five thousand (25,000) class A2 shares,
twentyfive thousand (25,000) class B1 shares and twenty-five thousand (25,000) class B2 shares of a par value of one
British Pound (GBP1.00) each for a total subscription price of eighty-eight thousand British Pounds (GBP 88,000) (the
“Subscription Price”).

The New Shares have been subscribed by the following persons (the “Subscribers”):
- Agatha (Guernsey) Limited, a limited company incorporated under the laws of Guernsey, having its registered office

at PO Box 86 Hambro House, St Julian's Avenue, St Peter Port, Guernsey GY1 3ED, Guernsey, and registered with the
Guernsey Registry under number 53006; and

- SAI Holding S.à r.l., a Société à responsabilité limitée, registered 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 in
Luxembourg under number B 157.178;

in the proportions set forth below pursuant to subscription forms 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.

Subscribers

Number of New

Subscription

Price (GBP)

Agatha (Guernsey) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,512 New Shares

- 1,878 A1

- 13,878 A2

- 13,878 B1
- 13,878 B2

GBP 43,512

SAI Holding S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,488 New Shares

- 11,122 A1
- 11,122 A2

- 11,122 B1
- 11,122 B2

GBP 44,488

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88,000 New Shares GBP 88,000

The eighty-eight thousand (88,000) New Shares have been subscribed at the Subscription Price and paid by the Sub-

scribers by way of a contribution in cash.

Evidence of the payment for the New Shares has been given to the undersigned notary.
As a consequence of the above increase of capital, it was resolved to amend article 5 of the articles of association of

the Company so as to reflect therein the above increase of capital:

86365

U X E M B O U R G

“ Art. 5. Share capital. The capital is set at one hundred thousand British Pounds (GBP 100,000) represented by one

hundred thousand (100,000) shares of a nominal value of one British Pound (GBP 1.00) each divided into:

(i) twenty-five thousand (25,000) class A1shares;
(ii) twenty-five thousand (25,000) class A2 shares;
(iii) twenty-five thousand (25,000) class B1 shares; and
(iv) twenty-five thousand (25,000) class B2 shares;
with such rights and obligations as set out in the present articles of association.”

Third resolution

It was acknowledged and approved by the Sole Shareholder 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.

Fourth resolution

The meeting resolved to amend articles 6, 7, 12, 13, 15, 18, 19 and 21 of the articles of association of the Company

and insertion of new articles 9-1 to 9-7 and article 22 to the articles of association of the Company, so as to read as
follows: