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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° 2525

19 octobre 2011

SOMMAIRE

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

121200

Anamer.Com S.A. . . . . . . . . . . . . . . . . . . . . .

121191

Arco Iris Distribution S.A. . . . . . . . . . . . . . .

121192

Auburn Properties S.à r.l. . . . . . . . . . . . . . . .

121188

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

121191

Belauto S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

121195

CitCor Franconia Berlin I S.à r.l. . . . . . . . .

121198

Compagnie Européenne de Financement

C.E.F. S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121194

Den Holzmeeschter S.à r.l. . . . . . . . . . . . . .

121195

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

121199

Forcible S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

121195

Global Bond Series V, S.A. . . . . . . . . . . . . . .

121192

G.T.L. S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121196

Hermaco S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

121196

Horwitz & Partners Advisors . . . . . . . . . . . .

121197

Iguana Holding S.A. . . . . . . . . . . . . . . . . . . . .

121196

International Cars-Services S.A. . . . . . . . . .

121197

Magnum Security Investments S.A. . . . . . .

121193

Newton Luxembourg . . . . . . . . . . . . . . . . . . .

121199

Nille Acquisition S.A. . . . . . . . . . . . . . . . . . . .

121154

Nobless S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

121197

Northgate Private Equity S.A. (FIS) . . . . .

121186

Orascom Luxembourg Finance . . . . . . . . . .

121186

Oxy Group S.A. . . . . . . . . . . . . . . . . . . . . . . . .

121198

Pacific Europe Invest S.A.H. . . . . . . . . . . . . .

121187

Pacific Europe Invest S.A.H. . . . . . . . . . . . . .

121187

Palinvest Lux S.A. . . . . . . . . . . . . . . . . . . . . . .

121200

Pembroke French Investments S.à r.l. . . .

121186

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

121186

Pro-Event S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

121198

Protile Investment S.A. . . . . . . . . . . . . . . . . .

121187

Rednat Sàrl . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121200

REOF II S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . .

121191

Rom2 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121187

Rom3 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121188

Rom5 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121189

Rom6 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121189

Rom7 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121190

Rom8 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121190

Rom9 S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121190

Sablino S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121191

Santana Investments S.A. . . . . . . . . . . . . . . .

121189

Scudder Alpha Funds . . . . . . . . . . . . . . . . . . .

121193

S.E.E. Solar Energy & Engineering S.à r.l.

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

121188

Shiofra 1 S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

121191

Shortlands Holding S.à r.l. . . . . . . . . . . . . . .

121200

Sinequanon S.C.A., SICAR . . . . . . . . . . . . . .

121188

Sit Group Participations S.A. . . . . . . . . . . . .

121192

Sit Group Participations S.A. . . . . . . . . . . . .

121192

Susquehanna Celtic Holdings Limited . . . .

121192

Susquehanna Celtic Limited . . . . . . . . . . . .

121193

Telema Invest S.A. . . . . . . . . . . . . . . . . . . . . .

121194

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

121194

UniOne Sàrl . . . . . . . . . . . . . . . . . . . . . . . . . . .

121194

Uvita S.A., SPF . . . . . . . . . . . . . . . . . . . . . . . . .

121189

Uvita S.A., SPF . . . . . . . . . . . . . . . . . . . . . . . . .

121190

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

121198

Worldwide Ecological Shipping & Trans-

port-West S.à.r.l. . . . . . . . . . . . . . . . . . . . . .

121194

Worldwide Ecological Shipping & Trans-

port-West S.à.r.l. . . . . . . . . . . . . . . . . . . . . .

121195

World-Wide Life Assurance S.A. . . . . . . . .

121199

121153

U X E M B O U R G

Nille Acquisition S.A., Société Anonyme.

Siège social: L-2227 Luxembourg, 29, avenue de la Porte-Neuve.

R.C.S. Luxembourg B 159.670.

In the year two thousand and eleven, on the twenty-seventh day of the month of April,
Before Maître Léonie Grethen, notary, residing in Luxembourg,

appeared:

Mr. Patrick Santer, master at laws, professionally residing in Luxembourg,
acting as a special proxy of Nille Finance S.à r.l., a société à responsabilité limitée incorporated under the laws of

Luxembourg, having its registered office in L-2227 Luxembourg, 29, avenue de la Porte-Neuve (the "Sole Shareholder"),

by virtue of a proxy dated 27 April 2011 which, after having been signed ne varietur by the appearing party and the

undersigned notary, will remain attached to the present deed to be registered together therewith,

being the sole shareholder of Nille Acquisition S.A., a société anonyme, established under the laws of Luxembourg,

having its registered office in L-2227 Luxembourg, 29, avenue de la Porte-Neuve, incorporated under the name of Phos-
phorus Lux S.A. by deed of Maître Edouard Delosch, notary residing in Rambrouch, on 4 March 2011, published in the
Mémorial, Recueil des Sociétés et Associations (the "Mémorial"). The articles of association of the Company have been
amended several times and for the last time by deed of the undersigned notary on 26 April 2011, not yet published in
the Mémorial.

The proxyholder declared and requested the notary to record:
I. That the subscribed capital of the Company is presently set at fifty-eight million two hundred fifty thousand two

hundred ninety-two Norwegian Kroner and ninety Ore (NOK 58,250,292.90) divided into (i) twenty-one million four
hundred thirty-four thousand fifty-four (21,434,054) class A ordinary shares, (ii) one million six hundred twenty-three
thousand one hundred seventeen (1,623,117) class B ordinary shares and (iii) five hundred fifty-nine million four hundred
forty-five thousand seven hundred fifty-eight (559,445,758) preference shares (collectively, the "shares"), each with a
nominal value of ten Norwegian Ore (NOK 0.10) per share.

II. That the Sole Shareholder is the sole holder of all the shares issued by the Company, so that the decisions can validly

be taken by it on the items on the agenda.

III. That the items on which resolutions are to be passed are as follows:
1. Addition of new articles 5-2, 5-3, 5-4, 5-5, 5-6, 5-7 and 5-8 and amendment of article 20 to the articles of association

of the Company, so as to read as follows:

" Art. 5-2. Transfer of shares - General. No transfer of shares and/or PECs, or any interest in shares and/or PECs, or

any transfer of any securities which may be issued issued by the Company, or any interest in such securities, may be made
except pursuant to these articles of incorporation or the provisions of an agreement (if any) binding on the shareholders
of the Company and the Company.

Each shareholder severally undertakes not to grant security over or create any interest in, or purport to deal in or to

transfer any interest in any shares, PECs or other securities (if any) issued by the Company to any person without Investor
Director Consent save in accordance with article 5-3, article 5-5, article 5-6 or article 5-7.

The Company undertakes that no person shall be registered as a holder of shares unless he has executed and delivered

to the Company a deed of adherence agreeing to be bound by an agreement (if any) binding on the shareholders of the
Company and the Company.

Every transfer of class A ordinary shares must be accompanied by a transfer of the same proportion of the PECs (if

any) and preference shares (if any) then held by the relevant transferor. Every transfer of PECs (if any) and preference
shares (if any) must be accompanied by a transfer of the same proportion of class A ordinary shares and preference shares
and/or PECs (if any) as appropriate.

Art. 5-3. Permitted transfers.
1. The following transfers of shares may be made without restriction as to price or otherwise and without any requi-

rement to offer such Shares pursuant to the provisions of Article 5-4 namely transfers:

(i) contemplated in an agreement (if any) binding on the shareholders of the Company and the Company;
(ii) by any Investor to any holding company of such Investor or any direct or indirect subsidiary of any such holding

company;

(iii) by any Non-employee Member holding shares as a nominee or on trust (whether directly or indirectly) for an

employee share scheme to any other nominee or trustee of the same scheme;

(iv) by any nominee or trustee to any other nominee or trustee of the same Non-employee Member or by any nominee

or trustee to the Non-employee Member they are holding on behalf of;

(v) by any Original Employee Member to any Permitted Transferee with Investor Director Consent (subject always

to such transferee complying with paragraph 3 of Article 5-2 and undertaking in a form satisfactory to the Investor Director

121154

U X E M B O U R G

(including a power of attorney in respect of such shares) that such transferee will be bound by the provisions of Article
5-5 as if such transferee were the Original Employee Member and the transferred Shares remained held by the Original
Employee Member);

(vi) by the trustees of any Employee Member to the beneficiaries of such Employee Member (or any of them) as may

be approved by an Investor Director and/or by any member to the trustees of such Employee Member to hold on trust
for the benefit of the beneficiaries of the Employee Member; or

(vii) by any Management Investment Vehicle to the Manager who wholly owns the shares in the Manager Investment

Vehicle; or

(viii) by the Joint Investment Company to any Manager (as the case may be) who holds Joint Shares; or
(ix) by any Financial Institution or a fund or the general partner of any fund to:
(a) the holders of units in, or a nominee or trustee for the holders of units in, or partners in, or members of or investors

in such Financial Institution or fund (as applicable);

(b) a nominee or trustee for such Financial Institution or fund (as applicable);
(c) another fund (or nominee or trustee for another fund) which is managed or advised by the same manager or adviser

as the transferor or by any member of the same group of companies of such manager or adviser;

(x) by the Original Investor to any Financial Institution (or any fund or the general partner of any fund which is managed

or advised by a manager or adviser within the same group of companies as such Financial Institution) provided that no
such transfer shall be permitted pursuant to this paragraph (x) to the extent that it would result in the Original Investor
holding 50% or less of the aggregate Voting Rights; or

(xi) by any shareholder with the prior written consent of the holders of shares representing not less than 75% of the

aggregate Voting Rights provided that no such transfer shall be permitted pursuant to this paragraph (xi) to the extent
that it would result in the Original Investor holding 50% or less of the aggregate Voting Rights.

2. If any person to whom shares are transferred pursuant to paragraph to 1.(viii) above ceases to be within the required

relationship with the original transferor of such shares, such shares shall be transferred back to the original transferor
(or to any other person falling within the required relationship with the original transferor) forthwith upon such rela-
tionship ceasing and, if the holder of such shares fails to make such transfer, the holder shall be deemed to have served
a separate Transfer Notice in respect of all of such shares then held by him and the provisions of Article 5-4 shall apply
save that the Specified Price shall be deemed to be the Fair Price.

Art. 5-4. Pre-emptive transfers.
1. Save as provided for in Article 5-3, Article 5-5 and Articles 5-6 to 5-7 and subject to paragraph 12. of this Article

no shareholder or person entitled by transmission shall transfer or dispose of or agree to transfer or dispose of or grant
any interest or right in any share to any person (a "transferee" for the purposes of this Article 5-4) without first offering
the same for transfer to the holders for the time being of shares (other than the proposing transferor). Such offer may
be in respect of all or part only of the shares held by the proposing transferor, shall be made by the proposing transferor
by the giving in writing of a notice (a " Transfer Notice") and will make acceptance of the offer conditional upon acquiring
PECs (if any) and/or preference shares and/or any other securities (if any) (whether of the Company or any other member
of the Group on the terms specified in the Transfer Notice) and the last paragraph of Article 5-2 shall apply.

2. Each Transfer Notice shall specify the number and class of shares offered (the "Sale Shares") and (unless the Transfer

Notice is deemed given as provided by these articles of incorporation) the price at which the Sale Shares are offered (the
"Specified Price") and the identity(ies) of the proposed transferee(s) (if any) and it shall constitute the directors of the
Company as the agent of the proposing transferor for the sale of the Sale Shares to the other holders of shares (other
than the proposing transferor).

3. Subject to paragraph 12. of this Article, upon receipt or deemed receipt by the Company of the Transfer Notice

the directors of the Company shall forthwith give written notice to the shareholders (other than the proposing transferor)
of the number and description of the Sale Shares and the Specified Price and (unless the Transfer Notice is deemed given
as provided by these articles of incorporation) the identity(ies) of the proposed transferee(s) inviting each of such sha-
reholders to state by notice in writing to the Company within 60 days (the "Offer Period") whether he is willing to
purchase any and, if so, what maximum number of the Sale Shares ("Maximum") he is willing to purchase, and shall also
forthwith give a copy of such notice to the proposing transferor. A shareholder who, pursuant to such a notice, expresses
a willingness to purchase any Sale Shares is referred to below as a "Purchaser".

4. Within 10 days of the expiration of the Offer Period the directors of the Company shall, subject to paragraph 6. of

this Article, allocate the Sale Shares to or amongst the Purchasers and such allocation shall be made so far as practicable
as follows:

- if the proposing transferor is an Employee Member, first to existing or prospective employees of the Company or

any other member of the Group or a trust established for the benefit of such employees or former employees (or for
the avoidance of doubt, a combination of both) (in each case as approved by an Investor Director), second to other
Employee Members and third to Non-employee Members; or

- if the proposing transferor is a Non-employee Member, to Purchasers who are Non-employee Members (and, for

the avoidance of doubt, no allocation shall be made to Employee Members).

121155

U X E M B O U R G

5. Each allocation among the relevant persons identified in paragraph 4. of this Article shall in the case of competition

be made pro-rata to the number of shares of the relevant class held by them but individual allocations shall not exceed
the Maximum which the relevant Purchaser shall have expressed a willingness to purchase.

6. If the Transfer Notice states that the proposing transferor is not willing to transfer part only of the Sale Shares, no

allocation shall be made unless all the Sale Shares are allocated.

7. Forthwith upon such allocation being made, the Purchasers to or amongst whom such allocation has been made

shall be bound to pay to the Company (as agent for the proposing transferor) the Specified Price for, and to accept a
transfer of, the Sale Shares so allocated to them respectively and the proposing transferor shall be bound forthwith upon
payment of the Specified Price as aforesaid to deliver to the Company (or a party nominated by the Company, in each
case as agent for the Purchasers) such documents as are required to transfer such Sale Shares to the respective Purchasers.

8. If in any case the proposing transferor, after having become bound to transfer Sale Shares as aforesaid, does not do

so, the Company may receive the Specified Price and the directors of the Company may appoint some person to execute
instruments of transfer of such Sale Shares in favour of the Purchasers and shall thereupon cause the name of each of the
Purchasers to be entered in the register of shareholder as the holder of those Sale Shares allocated to him as aforesaid
and shall hold the Specified Price in escrow for the proposing transferor. The issue of a receipt by the Company therefor
shall be a good discharge to the Purchasers and after their names shall have been entered in the register of shareholders
in exercise of the aforesaid power, the validity of the transactions shall not be questioned by any person.

9. If, at the expiration of the period of 10 days referred to in paragraph 4. of this Article above, any of the Sale Shares

have not been allocated in accordance with the provisions of this Article, the proposing transferor may at any time within
a period of 60 days after the expiration of the said period of 10 days transfer such unallocated Sale Shares to the proposed
transferee(s) (if any) specified in the Transfer Notice, or to any other person at any price not being less than the Specified
Price provided that:

- if the Transfer Notice shall contain the statement referred to in paragraph 6. of this Article the proposing transferor

shall not be entitled hereunder to transfer any of such unallocated Sale Shares unless in aggregate all of such unallocated
Sale Shares are so transferred; and/or

- the directors of the Company may require to be satisfied on reasonable grounds that such unallocated Sale Shares

are being transferred in pursuance of a bona fide sale for the consideration stated in the Transfer Notice without any
deduction, rebate or allowance whatsoever to the transferee and if not so satisfied may refuse to register the instrument
of transfer; and/or

- if the Transfer Notice shall make any acceptance of the offer conditional as referred to in paragraph 1. of this Article

or if the last paragraph of Article 5-2 applies the proposing transferor shall not be entitled hereunder to transfer any of
such unallocated Sale Shares unless the transferee acquires the relevant proportion of PECs (if any), preference shares
and/or other securities (if any) as are set out in the Transfer Notice.

10. The restrictions on transfer contained in this Article 5-4 shall apply to all transfers and transmissions by operation

of law or otherwise of shares.

11. Where a shareholder or other person is under these articles of incorporation deemed to have served a Transfer

Notice in respect of shares, such Transfer Notice shall be deemed not to contain the condition referred to in the last
indent of paragraph 9. of this Article or the statement referred to in paragraph 6. of this Article (but the last paragraph
of Article 5-2 shall apply, if applicable).

12. If the proposing transferor is an Employee Member, the boad of directors may notwithstanding the foregoing

provisions of this Article 5-4 allocate some or all of the Sale Shares to existing or prospective employees of the Company
or any other member of the Group and/or to a trust established for the benefit of such employees or prospective
employees in which event the provisions of paragraphs 3. to 7. (inclusive) and 9. of this Article shall not apply to the Sale
Shares allocated pursuant to this paragraph 12. For the avoidance of doubt, the provisions of this Article 5-4 shall apply
to any Sale Shares not allocated pursuant to this paragraph 12

Art. 5-5. Compulsory transfers.
1. The board of directors may, at any time upon a Manager becoming a Leaver, until the expiry of nine months from

the Termination Date, serve a notice in writing on either the Leaver, any Manager Investment Vehicle of the Leaver or
any Permitted Transferee of the Leaver, holding either class B ordinary shares or Joint Shares, requiring the Leaver or
the Manager Investment Vehicle of that Leaver (as the case may be) either:

- to offer for sale some or all of the Joint Shares held by that Leaver or the Manager Investment Vehicle of the Leaver;

- to offer for sale some or all of the class B ordinary shares held by that Leaver or the Manager Investment Vehicle of

the Leaver; or

- to offer for sale some or all of the class B ordinary shares held by the Joint Investment Company on behalf of the

Leaver or that Leaver's Manager Investment Vehicle,

(a "Compulsory Transfer Notice").
2. Upon service of a Compulsory Transfer Notice the Leaver and/or his Manager Investment Vehicle and/or any

Permitted Transferee of his (as applicable) shall be deemed to have served a Transfer Notice in respect of such class B

121156

U X E M B O U R G

ordinary shares or Joint Shares, as the case may be, (and such deemed Transfer Notice shall supersede any previous
Transfer Notice which has not completed) and, subject to paragraph 3. of this Article, the provisions of Article 5-4 shall
apply.

3. A deemed service of a Transfer Notice pursuant to paragraph 2. of this Article shall be deemed to provide that the

Specified Price in respect of any class B ordinary shares the subject of the deemed Transfer Notice shall be:

- in respect of a For Cause Leaver the lower of:
(a) the price paid thereof by the relevant Leaver and/or his Manager Investment Vehicle (as applicable) (including any

premium paid thereupon); and

(b) the Fair Price; and
- in respect of an Other Leaver the Fair Price.
4. [intentionally left blank]
5. The board of directors may, by notice in writing served on the Company and the Leaver (in the Compulsory Transfer

Notice or otherwise) prior to the expiry of nine months from the Termination Date, specify that (i) not all or none of
the Leaver's and/or his Manager Investment Vehicle's and/or his Permitted Transferees' (as applicable) class B ordinary
shares or Joint Shares are to be the subject of the deemed Transfer Notice; (ii) a For Cause Leaver shall be deemed to
be an Other Leaver for the purposes of this Article 5-5; and/or (iii) the Specified Price is greater than that determined in
accordance with paragraph 3. of this Article 5-5 and may, by notice in writing served on the Leaver, suspend the operation
of the provisions of Article 5-4 for all or any part of such twelve month period.

Art. 5-6. Investor Drag-Along.
1. Notwithstanding any other provisions of these articles of incorporation and, in particular, the provisions of Article

5-4, the holders of 50% or more of the class A ordinary shares (in this Article and Article 5-7 the "Seller") may (without
regard or compliance with Article 5-4) agree to sell or transfer (the "Relevant Sale") shares representing not less than
50% of the Voting Rights to any person whatsoever (together with persons acting in concert therewith) (in this Article
the "Buyer"). A Relevant Sale shall only be a Relevant Sale for the purposes of this Article 5-6 if it is a bona fide transaction
on arm's length terms. If such Relevant Sale becomes or is anticipated to become unconditional in all respects, the Buyer
may by written notice to the Company served either before or no later than 60 days after the Relevant Sale becomes
unconditional in all respects require the Company as agent for the Buyer to serve notices (in this Article each a "Com-
pulsory Acquisition Notice") on some or all of the shareholders specified by the Buyer being shareholders who are not
at that time participating in such Relevant Sale (the "Remainder Shareholders") requiring them to sell all (but not some
only) of their shares to the Buyer or a person or entity nominated by the Buyer at a consideration per share (including
any contingent or deferred consideration) (insofar as it can be ascertained at the date of the Compulsory Acquisition
Notice) which is not less than the consideration payable to the Seller in respect of their shares and in the same form it
being recognised that such consideration payable to the Seller may have been reduced by the Buyer agreeing to pay costs
associated with the Relevant Sale and the consideration payable to the Remainder Shareholders shall be the net amount
per share received by the Seller. In the case of preference shares, the consideration payable per preference share will be
limited to the Preference Subscription Price plus the accumulated and unpaid Preference Distribution Rights from the
Entitlement Date.

2. The Company shall serve the Compulsory Acquisition Notices forthwith upon being required to do so and the

Remainder Shareholders shall not be entitled to transfer their shares to anyone except the Buyer or a person identified
by the Buyer. Each Compulsory Acquisition Notice shall specify the same date (being not less than 7 nor more than 21
days after the date of the Compulsory Acquisition Notice) for the completion of the relevant transfer of shares to the
Buyer or a person identified by the Buyer (the "Proposed Compulsory Acquisition Completion Date"). The "Compulsory
Acquisition Completion Date" shall be the date on which the Buyer completes the purchase of the shares with the
Remainder Shareholders (being a date on or after the Proposed Compulsory Acquisition Completion Date and being a
date on or after (but not before) the date upon which the transfer of shares under the Relevant Sale completes).

3. The Buyer shall be ready and able to complete the purchase of all shares in respect of which a Compulsory Acquisition

Notice has been given on the Proposed Compulsory Acquisition Completion Date. Any transfer pursuant to a Compul-
sory Acquisition Notice shall not require the relevant Remainder Shareholder to give a Transfer Notice.

4. If in any case a Remainder Shareholder shall not on or before the Compulsory Acquisition Completion Date have

transferred his shares to the Buyer or a person identified by the Buyer against payment of the price therefor:

- the directors of the Company shall authorise some person to execute and deliver on his behalf any necessary transfer

in favour of the Buyer or the person identified by the Buyer;

- the Company shall receive the consideration in respect of such shares; and
- the Company shall cause the name of the Buyer (or the person identified by the Buyer) to be entered into the register

of shareholders as the holder of the relevant shares.

The Company shall hold the consideration in escrow for the Remainder Shareholder but shall not be bound to earn

121157

U X E M B O U R G

in respect of the same in form and substance acceptable to the Company. After the name of the Buyer or the person
identified by the Buyer has been entered in the register of shareholders in purported exercise of the aforesaid powers
the validity of the proceedings shall not be questioned by any person.

5. For the avoidance of doubt nothing in these articles of incorporation shall prevent the issue of a new Compulsory

Acquisition Notice immediately prior to or following the lapse or withdrawal of an existing Compulsory Acquisition
Notice in which case such newly served notice shall supersede and revoke any earlier such notice, notwithstanding that
the relevant acceptance and purchase period as may be designated in the original Compulsory Acquisition Notice may
not have expired.

6. Where any person has a right to subscribe for shares in the Company prior to a Relevant Sale then the Buyer may

serve a Compulsory Acquisition Notice on him (either at the same time as all other Compulsory Acquisition Notices are
served or otherwise) notwithstanding that such person is not, at the time of service, the holder of any shares and, in such
a case, the Compulsory Acquisition Notice shall be in respect of any shares which the relevant person shall obtain upon
the exercise by him of his subscription rights prior to completion of the Relevant Sale.

Art. 5-7. Tag-Along.
1. If as the result of a Relevant Sale (pursuant to paragraph 1 of Article 5-6) a person or persons (in this Article the

"Buyer") acquires shares representing 50% or more of the Voting Rights the Company shall forthwith notify all share-
holders accordingly and any shareholder who did not participate in the Relevant Sale under paragraph 1. of Article 5-6
may by written notice to the Company served within 60 days of such notification require the Company as agent for such
shareholder to serve a notice (in this Article a "Compulsory Purchase Notice") on the Buyer requiring it to buy all of
such shareholder's shares at a consideration per share (including any contingent or deferred consideration) which is not
less than the consideration payable to the Seller in respect of their shares and in the same form it being recognised that
such consideration payable to the Seller may have been reduced by the Buyer agreeing to pay costs associated with the
Relevant Sale and the consideration payable to such shareholder shall be the net amount per share received by the Seller.
The Company shall serve the Compulsory Purchase Notice forthwith upon receipt of any such written notice by a
shareholder. In the case of preference shares, the consideration payable per preference share will be limited to the
Preference Subscription Price plus the accumulated and unpaid Preference Distribution Rights from the Entitlement Date.

2. The Buyer shall complete the purchase of all shares in respect of which a Compulsory Purchase Notice has been

given and no later than 21 days from the date of the serving of such Compulsory Purchase Notice on it. The consideration
shall be payable in full without any set off. Any transfer pursuant to a Compulsory Purchase Notice shall not require the
proposing transferor to give a Transfer Notice. The directors of the Company shall not register any transfer to the Buyer
and the Buyer shall not be entitled to exercise or direct the exercise of any rights in respect of any shares to be transferred
to the Buyer until in each case the Buyer has fulfilled all his obligations pursuant to this Article. If and for so long as the
Buyer fails to comply with the provisions of this Article, the shares held by the Buyer (including any shares held by the
Buyer prior to the operation of this Article) shall confer on the Buyer no right to receive notice of, attend or vote at any
general meeting of the Company or at any separate meeting of the holders of the shares of that class until the obligations
of the Buyer hereunder have been complied with and such shares shall confer no right to receive notice of, attend or
vote at any meeting of the Company unless and until the Buyer has complied with such obligations under this Article.

Art. 5-8. Conversion Event / Operation of Ratchet.
1. In this Article 5-8:
All calculations shall be made in Norwegian Kroner. If any amount is paid to or received by the Investors in a currency

other than Norwegian Kroner then such amount shall be converted to Euro at the spot rate of exchange for the purchase
of Euro by the currency in question certified by the Company as prevailing at 11.00am (London time) on the date upon
which the relevant amount is received by the Investors quoted by the Group's main clearing bank;

" B%" means the percentage that the class B ordinary shares represent of the aggregate number of Equity Shares in

issue immediately prior to the application of the calculations in this Article where such percentage shall be expressed to
3 decimal places;

"Cash Equivalent" means, in relation to any deferred consideration, the sum agreed between the holders of not less

than 50% of the class A ordinary shares and 50% of the class B ordinary shares (in issue prior to Conversion) (or, failing
such agreement, certified by the Ratchet Valuer) as being in their opinion the current market value of the right to receive
that consideration and, in relation to any non-cash consideration, the sum agreed between the holders of not less than
50% of the class A ordinary shares and the holders of not less than 50% of the class B ordinary shares (in issue prior to
Conversion) (or, failing such agreement, certified by the Ratchet Valuer) as being in their opinion the current market
value of that non-cash consideration;

"Conversion" means the cancellation of class A ordinary shares in accordance with the provisions of this Article;
"Conversion Date" means the date of the first occurring Conversion Event;
"Conversion Event" means a Listing, a Sale or a Liquidation;
"Fresh Issue" means any shares, PECs (if any), loan notes (if any), deep discount bonds (if any), debenture (if any) or

other security (if any) of the Company or any other member of the Group subscribed for by the Investors subsequent
to the Completion Date and before the Conversion Date;

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U X E M B O U R G

"Liquidation" means the making of a winding up order by the court or the passing of a resolution by the shareholders

that the Company be wound up and liquidated;

"Market Capitalisation" or "MC" means:
(a) in the case of Listing, the market value of the Equity Shares in issue (on the assumption that Conversion has

occurred) determined by reference to the new issue price of any shares to be issued on Listing or, if there is no new
issue, the price at which any such Equity Shares are to be placed or offered for sale for the purposes of Listing (where,
if the shares to be issued on Listing are not Equity Shares the Ratchet Valuer shall be requested to take account of any
reorganisation or recapitalisation which occurs on or immediately prior to Listing and to certify what the value of Equity
Shares would be in determining Market Capitalisation) less (i) such proportion of market value as shall be equal to the
proportion which the total number of Equity Shares to be issued on Listing will, immediately following their issue, bear
to the number of Equity Shares then in issue; and (ii) the costs of the Listing (if any) borne by the shareholders (or any
of them);

(b) in the case of a Sale, the aggregate cash consideration payable by the relevant purchasers for the Equity Shares (on

the assumption that the entire issued share capital of the Company is acquired by them pursuant to the Sale) plus, to the
extent that consideration shall be so payable otherwise than in cash or shall be so payable on deferred terms, the Cash
Equivalent of that consideration less the costs of the Sale (if any) borne by the shareholders (or any of them); and

which the holders of Equity Shares will receive on completion of the Liquidation;

"NA" as defined in paragraph 2.5 below;
"Ratchet Valuer" means an independent firm of accountants agreed between the Company, the holders of not less

than 50% of the class A ordinary shares and the holders of not less than 50% of the class B ordinary shares (or, failing
such agreement, an independent firm of accountants nominated as may be provided for in an agreement (if any) binding
on the shareholders of the Company and the Company) in each case acting as an expert and not as an arbiter;

"Relevant Market Capitalisation" as defined in paragraph 2.2.3 below;
"Threshold Amount" means the amount, expressed in Euro, at which Total Return is equal to 2.75 x Total Investment;
"TMM" as defined in paragraph 2.2.2 below;
"Total Investment" means the aggregate amount of all subscription monies paid by the Investors in respect of the

shares, the preference shares, and the PECs (if any) and any subscription monies paid by the Investors in respect of any
Fresh Issue; and

"Total Return" means the aggregate amount of:
(a) all dividends received by the Investors on the preference shares, the class A ordinary shares and any Fresh Issue

from the date of their respective issue to and including the Conversion Date;

(b) interest (excluding default interest and penalties) received by the Investors on any PECs (if any) or Fresh Issue from

the date of their issue to and including the Conversion Date;

preference shares, PECs (if any) or Fresh Issue redeemed or repaid prior to the Conversion Date;

(d) redemption moneys received by the Investors on the redemption or repayment of any class A ordinary shares,

preference shares, PECs (if any) or Fresh Issue redeemed or repaid on or following the Conversion Date in connection
with the relevant Conversion Event; and

(e) moneys received by the Investors on a return of capital in respect of class A ordinary shares or on any Fresh Issue;
excluding, for the avoidance of doubt, any arrangement fee or directors fees or other fees and expenses payable to

the Investors or any Investor Director or as may be provided for in an agreement (if any) binding on the shareholders of
the Company and the Company.

2. Conversion Calculations.
2.1. Unless the results of the calculations required to be made under this Article have already been agreed by the

persons referred to in paragraph 2.1.4 below, and, for these purposes, agreement may mean the agreement of a mechanism
by which the number of class A ordinary shares to be cancelled shall be calculated where, for example, the ultimate
proceeds available on the occurrence of the Conversion Event shall not be known until the occurrence of that Conversion
Event (for example, in the case of a Listing where the listing price shall not be known until at or just prior to the point
of Listing), the directors of the Company shall at least 14 days prior to the Conversion Date: 2.1.1. estimate the timing
of the Conversion Date;

2.1.2. procure that the calculations provided for in paragraph 2.2 of this Article are made;
2.1.3. determine their opinion of the current market value of the right to receive any deferred consideration and/or

non-cash consideration (if required) and that the other calculations provided for are made in accordance with this Article
insofar as necessary to enable the provisions of paragraph 5 of this Article to be given effect; and

2.1.4. notify shareholders holding at least 50% of the class A ordinary shares and shareholders holding at least 50% of

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U X E M B O U R G

accuracy of such calculations in such period, to record that agreement in writing signed by or on behalf of the holders of
not less than 50% of the class A ordinary shares and the holders of not less than 50% of the class B ordinary shares and,
if they fail to do so, to procure the determination thereof by the Ratchet Valuer who shall issue a certificate accordingly.
Any such written agreement and any such certificate shall, in the absence of manifest error, be final and binding on all
shareholders, each of whom shall be sent a copy as soon as practicable following its issue.

2.2. For the purposes of determining the number of class A ordinary shares to be cancelled on Conversion the cal-

culations set out in this paragraph shall be carried out immediately prior to Conversion.

2.2.1. The MC shall be calculated.
2.2.2. An amount of proceeds shall be calculated which, if it were received by the Investors on the Conversion Date

in respect of their class A ordinary shares would result in the Investors receiving a Total Return equal to the Threshold
Amount. Such amount shall be referred to as "TMM".

2.2.3. The value of MC at which the Investors would receive a share of the MC equal to TMM shall be calculated. Such

amount shall be referred to as the "Relevant Market Capitalisation".

2.3. If MC is less than the Relevant Market Capitalisation then no Conversion shall take place.
2.4. If MC is greater than or equal to the Relevant Market Capitalisation then the class B ordinary shares shall be

entitled to receive B% of MC up to an amount equal to the Relevant Market Capitalisation and, in respect of the amount
by which MC exceeds the Relevant Market Capitalisation, shall be entitled to receive an amount equal to B% times 2.92
of such amount.

2.5. If paragraph 2.4 applies, the total amount of MC to be attributed to the class B ordinary shares and the class A

ordinary shares and the relative percentages of MC to which the class B ordinary shares and class A ordinary shares are
entitled on the application of paragraph 2.4 shall be calculated. Following this calculation, the number of class A ordinary
shares that it is necessary to cancel to result in the remaining class A ordinary shares after cancellation representing a
percentage of the issue share capital of the Company equal to the percentage of MC calculated under this paragraph to
which the class A ordinary shares are entitled to receive shall be calculated. Such number of class A ordinary shares shall
be referred to as "NA".

3. Change in Circumstances. If after any such certification as referred to in paragraph 2.1 has been made there shall

be any change in the MC or Total Return, the procedures set out in the preceding paragraphs of this Article shall be
repeated (as often as required) and the calculations recomputed accordingly except to the extent the shareholders and
the Company agree a computer model or mechanism which is to be used to make such further calculations and authorise
some person to update the applicable inputs for such model or mechanism.

4. Cancellation of class A ordinary shares.
4.1. On the first occurring Conversion Event a number of class A ordinary shares equal to NA shall be automatically

cancelled (subject to the requirements and formalities required by law) such cancellation to take place among all share-
holders holding A Ordinary Shares pro rata to the number of A Ordinary Shares held by them prior to such cancellation
and natural roundings shall be applied in the case where fractions of shares would otherwise result.

4.2. The Company shall inform the holders of class A ordinary shares and the holders of class B ordinary shares of the

results of the calculations or determinations set out in paragraphs 2. and 4. forthwith upon their being made available.

4.3. If for any reason it is not possible to cancel any class A ordinary share in accordance with the terms of this Article

and the requirements and formalities of Luxembourg law, each of the shareholders hereby agrees that the Market Ca-
pitalisation shall be allocated between the Equity Shares in accordance with the intentions of this Article.

" Art. 20. Definitions. In these articles of incorporation, unless the context otherwise requires, the following words

shall have the following meanings:

"Adjustment Date" means the date that is twelve months after the Entitlement Date of the relevant preference share

and then each anniversary thereof;

"Employee Member" means any shareholder who is a trust for the benefit of employees of the Group, any shareholder

who is or was an employee of any member of the Group, any Manager Investment Vehicle and any person who acquired
shares from any such shareholder pursuant to Article 5-3;

"Entitlement Date" means the date of issue of the relevant preferred share;
"Equity Shares" means all issued ordinary shares in the capital of the Company (which for the avoidance of doubt shall

exclude all preference shares);

"Fair Price" means the price for class B ordinary shares or preference shares determined as may be set forth in an

agreement (if any) binding on the shareholders of the Company and the Company. The provisions of Article 5-4 shall be
suspended while the Fair Price is determined;

"Family Settlement" means in relation to any Employee Member any trust or trusts (whether arising under a settlement

inter vivos or a testamentary disposition by whomsoever made or on intestacy) under which no immediate beneficial
interest in the shares in question is, for the time being, vested in any person other than the Employee Member concerned
and/or his Privileged Relations;

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U X E M B O U R G

" Financial Institution" means any institution as may be defined as such in an agreement (if any) binding on the share-

holders of the Company and the Company;

"For Cause Leaver" means a Leaver where the cessation of employment is as a result of him being summarily dismissed

for gross misconduct (or similar);

"Group" means the Company and each of its subsidiaries (as may be defined as such in an agreement (if any) binding

on the shareholders of the Company and the Company) and member of the Group shall be construed accordingly;

"Investor" means any holder of any class A ordinary shares, class B ordinary shares and/or preference shares as may

be defined as such in an agreement (if any) binding on the shareholders of the Company and the Company;

" Investor Director" means the director(s) of the Company designated as such by the holder of class A ordinary shares;
"Investor Director Consent" means the written consent of an Investor Director;
"Joint Investment Company" means a company as may be defined as such in an agreement (if any) binding on the

shareholders of the Company and the Company;

"Joint Shares" means the shares of the Joint Investment Company;
"Leaver" means any holder of shares or any Manager who is employed by and/or is a director of the Company or a

relevant member of the Group from time to time (other than an Investor Director) and who serves or is served with
notice of termination of his employment and/or directorship with all members of the Group by whom he is employed
or of which he is a director or who dies or who ceases to be an employee and/or director of the Company or any such
member of the Group (whether or not his contract of employment is validly terminated and/or whether or not such
termination is unfair or otherwise) or who ceases to be an employee and/or director of a member of the Group because
such member of the Group ceases to be a member of the Group and does not continue (or is not immediately re-
employed) as an employee and/or director of the Company or any other member of the Group. Any reference to a
Leaver shall include any person who becomes entitled to a Leaver's shares by transmission to a person following the
death or bankruptcy of a Leaver;

"Listing" means the admission of the Company's, a holding company of the Company put in place for the purpose or

another member of the Group's equity securities to trading on any investment exchange becoming effective and "List"
and "Listed" shall be construed accordingly;

"Manager" means any employee of any member of the Group who holds his investment in class B ordinary shares of

the Company directly;

"Manager Investment Vehicle" means a company wholly owned by an employee or former employee of any member

of the Group who either holds his shares or the Joint Shares;

"Non-employee Member" means any shareholder who is not an Employee Member;
"Original Employee Member" means each Employee Member other than an Employee Member who became an Em-

ployee Member by reason of a Permitted Transfer pursuant to Article 5-3;

"Original Investor" means any Investor as of 27 April 2011;
"Other Leaver" means any Leaver other than a For Cause Leaver;
"PECs" means the preferred equity certificates which may be issued by the Company;
"Permitted Transferee" means, in respect of any Employee Member, any Privileged Relation or Family Settlement of

that Employee Member;

"Preference Adjusted Value" means for each preference share, its Preference Subscription Price increased on each

Adjustment Date of preference share by the amount of the cumulative distribution rights of such preference share in
respect of the previous years which accumulated but have not been declared and/or paid;

"Preference Rate" means 12% per annum;
"Preference Subscription Price" means the subscription price of the relevant preference shares at the time of sub-

scription (increased as the case may by the relevant pro rata portion of any contribution to reserves and relating to
preference shares);

"Privileged Relation" means in respect of any Employee Member the parent or spouse or brother or sister of the

Employee Member or any lineal descendent of the Employee Member and for these purposes the step-child or adopted
child of any person shall be deemed to be that person's lineal descendent;

"Sale" means the acquisition by any person (or persons who in relation to each other are acting in concert) (other

than the Original Investor) of more than 50% of the Equity Shares of the Company;

"Termination Date" means the date on which the appointment of the Leaver is terminated in any way whatsoever,

whether by the employee or the employer and whether such termination is lawful, unfaitr or otherwise;

"Voting Rights" means the right to receive notice of, attend (in person or by proxy), speak (in person or by proxy)

and vote (in person or by proxy) at general meetings of shareholders of the Company."

Consequently the following resolutions have been passed:

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U X E M B O U R G

Sole resolution

The Sole Shareholder resolved to add new articles 5-2, 5-3, 5-4, 5-5, 5-6, 5-7 and 5-8 and to amendment article 20 to

the articles of association of the Company, so as to read as follows:

2. Addition of new articles 5-2, 5-3, 5-4, 5-5, 5-6, 5-7 and 5-8 and amendment of article 20 to the articles of association

of the Company, so as to read as follows:

" Art. 5-2. Transfer of shares - general. No transfer of shares and/or PECs, or any interest in shares and/or PECs, or

Each shareholder severally undertakes not to grant security over or create any interest in, or purport to deal in or to

The Company undertakes that no person shall be registered as a holder of shares unless he has executed and delivered

to the Company a deed of adherence agreeing to be bound by an agreement (if any) binding on the shareholders of the
Company and the Company.

Every transfer of class A ordinary shares must be accompanied by a transfer of the same proportion of the PECs (if

Art. 5-3. Permitted transfers.
1. The following transfers of shares may be made without restriction as to price or otherwise and without any requi-

rement to offer such Shares pursuant to the provisions of Article 5-4 namely transfers:

company;

(iii) by any Non-employee Member holding shares as a nominee or on trust (whether directly or indirectly) for an

employee share scheme to any other nominee or trustee of the same scheme;

(iv) by any nominee or trustee to any other nominee or trustee of the same Non-employee Member or by any nominee

or trustee to the Non-employee Member they are holding on behalf of;

(v) by any Original Employee Member to any Permitted Transferee with Investor Director Consent (subject always

to such transferee complying with paragraph 3 of Article 5-2 and undertaking in a form satisfactory to the Investor Director
(including a power of attorney in respect of such shares) that such transferee will be bound by the provisions of Article
5-5 as if such transferee were the Original Employee Member and the transferred Shares remained held by the Original
Employee Member);

(vi) by the trustees of any Employee Member to the beneficiaries of such Employee Member (or any of them) as may

be approved by an Investor Director and/or by any member to the trustees of such Employee Member to hold on trust
for the benefit of the beneficiaries of the Employee Member; or

(vii) by any Management Investment Vehicle to the Manager who wholly owns the shares in the Manager Investment

Vehicle; or

(viii) by the Joint Investment Company to any Manager (as the case may be) who holds Joint Shares; or
(ix) by any Financial Institution or a fund or the general partner of any fund to:
(d) the holders of units in, or a nominee or trustee for the holders of units in, or partners in, or members of or

investors in such Financial Institution or fund (as applicable);

(e) a nominee or trustee for such Financial Institution or fund (as applicable);
(f) another fund (or nominee or trustee for another fund) which is managed or advised by the same manager or adviser

as the transferor or by any member of the same group of companies of such manager or adviser;

(x) by the Original Investor to any Financial Institution (or any fund or the general partner of any fund which is managed

(xi) by any shareholder with the prior written consent of the holders of shares representing not less than 75% of the

2. If any person to whom shares are transferred pursuant to paragraph to l.(viii) above ceases to be within the required

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U X E M B O U R G

a separate Transfer Notice in respect of all of such shares then held by him and the provisions of Article 5-4 shall apply
save that the Specified Price shall be deemed to be the Fair Price.

Art. 5-4. Pre-emptive transfers.
1. Save as provided for in Article 5-3, Article 5-5 and Articles 5-6 to 5-7 and subject to paragraph 12. of this Article

no shareholder or person entitled by transmission shall transfer or dispose of or agree to transfer or dispose of or grant
any interest or right in any share to any person (a "transferee" for the purposes of this Article 5-4) without first offering
the same for transfer to the holders for the time being of shares (other than the proposing transferor). Such offer may
be in respect of all or part only of the shares held by the proposing transferor, shall be made by the proposing transferor
by the giving in writing of a notice (a "Transfer Notice") and will make acceptance of the offer conditional upon acquiring
PECs (if any) and/or preference shares and/or any other securities (if any) (whether of the Company or any other member
of the Group on the terms specified in the Transfer Notice) and the last paragraph of Article 5-2 shall apply.