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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° 1079

7 mai 2013

SOMMAIRE

Bio Medica Lux S.A. . . . . . . . . . . . . . . . . . . . .

51787

BLK CYE (Luxembourg) Investments, S.à

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

51792

Cameron Lux Aud Sàrl . . . . . . . . . . . . . . . . .

51785

Cameron Lux V S.à r.l. . . . . . . . . . . . . . . . . .

51789

Claytone International S.A. . . . . . . . . . . . . .

51789

Eco Polymers S.à r.l. . . . . . . . . . . . . . . . . . . .

51786

Hansakontor I S.A. . . . . . . . . . . . . . . . . . . . . .

51790

Hauck & Aufhäuser Banquiers Luxem-

bourg S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51790

Immobiliare Ortana S.à r.l. . . . . . . . . . . . . .

51790

in-edit S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

51784

KBC Financial Indemnity Insurance . . . . . .

51788

King's Cross Asset Funding 16 . . . . . . . . . . .

51788

King's Cross Asset Funding 9 . . . . . . . . . . . .

51787

King's Cross Asset Funding 9 . . . . . . . . . . . .

51787

Kitry Consulting S.A. . . . . . . . . . . . . . . . . . . .

51787

LB Dame LP S.à r.l. . . . . . . . . . . . . . . . . . . . .

51786

LB Dame S.à r.l. & Partners S.C.A. . . . . . .

51786

Lux-Advisory Sàrl . . . . . . . . . . . . . . . . . . . . . .

51787

Meridian Group Investments S.à r.l. . . . . .

51746

Miran S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51786

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

51786

Oud Thamen Holding S.à r.l. . . . . . . . . . . . .

51785

PEAK-Property Invest S.à r.l. . . . . . . . . . . .

51788

PEAK-Property Invest S.à r.l. . . . . . . . . . . .

51788

Phoenix F1 - Neubrandenburgstrasse . . . .

51785

RBC Investor Services Limited . . . . . . . . . .

51788

RPM Lux Enterprises S.àr.l. . . . . . . . . . . . . .

51789

Samson Global Holdings . . . . . . . . . . . . . . . .

51792

Scienceco S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

51791

Siavpar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51789

Sigma Management S.A. . . . . . . . . . . . . . . . .

51791

Simachev Group Sàrl . . . . . . . . . . . . . . . . . . .

51789

Sintesi Management S.A. . . . . . . . . . . . . . . .

51791

Sirius Management S.A. . . . . . . . . . . . . . . . .

51790

Sofinalux s.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

51790

StubHub Europe S.à r.l. . . . . . . . . . . . . . . . . .

51792

StubHub Services S.à r.l. . . . . . . . . . . . . . . . .

51792

Valeur S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

51789

51745

U X E M B O U R G

Meridian Group Investments S.à r.l., Société à responsabilité limitée.

Capital social: GBP 15.244,38.

Siège social: L-2346 Luxembourg, 20, rue de la Poste.

R.C.S. Luxembourg B 175.116.

In the year two thousand and thirteen, on the ninth day of January.
Before us, Maître Martine Schaeffer, notary residing in Luxembourg, Grand Duchy of Luxembourg.
Was held an extraordinary general meeting (the Meeting) of the shareholders of Meridian Group Investments S.à r.l.,

a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of
Luxembourg, with registered office at 20, rue de la Poste, L-2346 Luxembourg, Grand Duchy of Luxembourg, in the
process of being registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) (RCS),
and having a share capital of fifteen thousand Pound Sterling (GBP 15,000.-) (the Company). The Company was incor-
porated on December 17, 2012 pursuant to a deed of Maître Martine Schaeffer, notary residing in Luxembourg, Grand
Duchy of Luxembourg, not yet published in the Mémorial C, Recueil des Sociétés et Associations. The articles of asso-
ciation of the Company have not yet been amended.

There appeared:

1) Queensgate Investments I HoldCo S.à r.l., a private limited liability company (société à responsabilité limitée),

governed by the laws of the Grand Duchy of Luxembourg, with registered office at 20, rue de la Poste, L-2346 Luxem-
bourg, Grand Duchy of Luxembourg, registered with the RCS under number B 167.652, and having a share capital of two
hundred seventy thousand Pound Sterling (GBP 270,000.-) (Queensgate), represented by Godfrey Abel, with professional
address at 30, rue de Crecy, L-1364 Luxembourg, Grand Duchy of Luxembourg, acting in his capacity as manager and
Bernard Herman, with professional address at 41, avenue de la Liberté, L-1931 Luxembourg acting in his capacity as
manager,

here represented by Mr Raymond THILL, employee, with professional address in Luxembourg, Grand Duchy of Lu-

xembourg, by virtue of a proxy given under private seal on December 20, 2012;

2) O2 Investments Limited, a limited company, governed by the laws of England and Wales, with registered office at

World Business Centre 2, Newall road, London Heathrow Airport, Hounslow Middlesex, TW6 2SF, United Kingdom,
registered with the Companies House under number 08296878 (Arora), represented by Carlton Brown, with professional
address at World Business Centre 2, Newall road, London Heathrow Airport, Hounslow Middlesex, TW6 2SF, United
Kingdom, acting in his capacity as Director and Athos Yiannis, with professional address at World Business Centre 2,
Newall road, London Heathrow Airport, Hounslow Middlesex, TW6 2SF, United Kingdom, acting in his capacity as
Director,

here represented by Mr Raymond THILL, employee, with professional address in Luxembourg, Grand Duchy of Lu-

xembourg, by virtue of a proxy given under private seal on December 21, 2012; and

3) LBR Investments S.à r.l., a private limited liability company (société à responsabilité limitée), governed by the laws

of the Grand Duchy of Luxembourg, with registered office at 2-8, avenue Charles de Gaulle, L-1653 Luxembourg, Grand
Duchy of Luxembourg, registered with the RCS under number B 147.995, and having a share capital of twelve thousand
six hundred Euro (EUR 12,600.-) (Lebara), represented by Leon Rasiah Ranjith, with professional address at 64 Bygdoy
Alle, N-0265 Oslo, Norway, acting in his capacity as Manager A and Luxembourg Corporation Company S.A. (a public
limited liability company (société anonyme), governed by the laws of the Grand Duchy of Luxembourg, with registered
office at 20, rue de la Poste, L-2346 Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number
B 37.974, represented by Ramon van Heusden, with professional address at 20, rue de la Poste, L-2346 Luxembourg
acting in his capacity as director and Christelle Fery, with professional address at 2-8, avenue Charles de Gaulle, L-1653
Luxembourg, Grand Duchy of Luxembourg, acting in her capacity as director), acting in its capacity as Manager B,

here represented by Mr Raymond THILL, employee, with professional address in Luxembourg, Grand Duchy of Lu-

xembourg, by virtue of a proxy given under private seal on December 20, 2012.

The appearing parties referred to under items 1), 2) and 3) above are the current shareholders of the Company and

are hereafter referred to as the Founding Shareholders.

The Founding Shareholders, represented as described above, have requested the undersigned notary to record the

following:

I. That fifteen thousand (15,000) shares having a par value of one Pound Sterling (GBP 1.-) per share, representing the

entirety of the share capital of the Company of fifteen thousand Pound Sterling (GBP 15,000.-) are duly represented at
this Meeting which is consequently regularly constituted and may deliberate upon the items on the agenda, hereinafter
reproduced;

II. That the agenda of the Meeting is worded as follows:
1. Waiver of convening notices.

51746

U X E M B O U R G

2. Modification of the par value of the shares of the Company, from its current amount of one Pound Sterling (GBP

1.-) to an amount of two pence (GBP 0.02).

3. Subdivision of the share capital of the Company into two hundred fifty-six thousand three hundred fifty (256,350)

Class A1 Shares and four hundred ninety-three thousand six hundred fifty (493,650) Class B1 Shares, each of these having
a par value of two pence (GBP 0.02) and creation of Class A2 Shares, Class B2 Shares and Class C1 Shares having a par
value of two pence (GBP 0.02) in the share capital of the Company.

4. Increase of the share capital of the Company by an amount of two hundred forty-four Pound Sterling and thirty-

eight pence (GBP 244.38) in order to bring the share capital of the Company from its present amount of fifteen thousand
Pound Sterling (GBP 15,000.-), represented by (256,350) Class A1 Shares and four hundred ninety-three thousand six
hundred fifty (493,650) Class B1 Shares, each of these having a par value of two pence (GBP 0.02) to fifteen thousand
two hundred forty-four Pound Sterling and thirty-eight pence (GBP 15,244.38), by way of the issuance of three thousand
six hundred fifty (3,650) new Class A1 Shares, five hundred five (505) new Class A2 Shares, seven thousand ninety-one
(7,091) new Class B1 Shares, nine hundred seventy-two (972) new Class B2 Shares and one (1) Class C1 Share, each of
these having a par value of two pence (GBP 0.02) per share, with such shares having the same respective rights and
obligations as the existing shares.

5. Subscriptions to and payments of the increase of the share capital as described in item 4. above by contributions in

cash.

6. Subsequent amendment to article 6 of the articles of association of the Company (the Articles) in order to reflect

the changes and increase of the share capital adopted under items 2., 3. and 4. above.

7. Amendment to the corporate object of the Company and to article 2 of the Articles which shall in its English version

to be adopted under item 8. below read as follows:

" Art. 3. Corporate Objects. The purpose of the Company is the acquisition, holding, management and disposal of

participations and any interests, in Luxembourg or abroad, in any companies and/or enterprises in any form whatsoever.
The Company may in particular acquire by subscription, purchase and exchange or in any other manner any stock, shares
and other participation securities, bonds, debentures, certificates of deposit and other debt securities and more generally,
any securities and financial instruments issued by any public or private entity. It may participate in the creation, develop-
ment, management and control of any company and/or enterprise. It may further invest in the acquisition and management
of a portfolio of patents or other intellectual property rights of any nature or origin.

The Company may borrow in any form except by way of public offer and proceed by private placement only to the

issue of bonds, notes, debentures or any kind of debt or equity securities.

The Company may lend funds, including without limitation, resulting from any borrowings of the Company and/or

from the issue of any equity or debt securities of any kind, to its subsidiaries, affiliated companies and/or any other
companies or entities it deems fit.

The Company may further guarantee, grant security in favor of or otherwise assist the companies in which it holds a

direct or indirect participation or which form part of the same group of companies as the Company. The Company may
further give guarantees, pledge, transfer or encumber or otherwise create security over some or all of its assets to
guarantee its own obligations and those of any other company, and generally for its own benefit and that of any other
company or person. For the avoidance of doubt, the Company may not carry out any regulated activities of the financial
sector without having obtained the required authorization.

The Company may further act as a general or limited member with unlimited or limited liability for all debts and

obligations of partnerships or similar entities.

The Company may use any techniques and instruments to efficiently manage its investments and to protect itself against

credit risks, currency exchange exposure, interest rate risks and other risks.

The Company may, for its own account as well as for the account of third parties, carry out all operations (including,

without limitation, transactions with respect to real estate or movable property) which may be useful or necessary to
the accomplishment of its purpose or which are directly or indirectly related to its purpose."

8. Full restatement and renumbering of the Articles in their entirety and, to the extent necessary, insertion or change

of headings in the Articles.

9. Decision to acknowledge the resignation of Mr. Alexander De Meyer as A Manager of the Company, effective as of

the date of the Meeting, 2012.

10. Decision to appoint (i) Mr. Anthony Sheehan as A Manager of the Company, effective as of the date of the Meeting,

for an undetermined period of time and (ii) Mr. Alistair Wood as C Manager of the Company, effective as of the date of
the Meeting for an undetermined period of time.

11. Decision to appoint of Pricewaterhousecoopers S.à r.l. as auditor of the Company for a term which shall expire

at the annual general meeting of the shareholders of the Company to be held in 2014.

12. Amendment to the register of shareholders of the Company in order to reflect the above changes with power

and authority given to any manager of the Company (each an Authorised Representative), each individually, to proceed
in the name and on behalf of the Company with the above changes in the register of shareholders of the Company.

51747

U X E M B O U R G

13. Decision to set the end of the first financial year of the Company on March 31, 2014.
14. Miscellaneous.
III. That the Founding Shareholders have taken the following resolutions unanimously:

First Resolution

The entirety of the corporate share capital of the Company being represented at the present Meeting, the Founding

Shareholders waive the convening notices, the Founding Shareholders present considering themselves as duly convened
and declaring having perfect knowledge of the agenda which has been communicated to them in advance of the Meeting.

Second Resolution

The Founding Shareholders resolve to change the par value of the shares of the Company, from its current amount

of one Pound Sterling (GBP 1.-) to an amount of two pence (GBP 0.02).

Third Resolution

The Founding Shareholders resolve to subdivide the share capital of the Company into two hundred fifty-six thousand

three hundred fifty (256,350) Class A1 Shares and four hundred ninety-three thousand six hundred fifty (493,650) Class
B1 Shares, each of these having a par value of two pence (GBP 0.02).

The Founding Shareholders further resolved to create Class A2 Shares, Class B2 Shares and create Class C1 Shares,

having a par value of two pence (GBP 0.02) in the share capital of the Company.

Fourth Resolution

The Founding Shareholders resolve to increase the share capital of the Company by an amount of two hundred forty-

four Sterling and thirty-eight pence (GBP 244.38) in order to bring the share capital of the Company from its present
amount of fifteen thousand Pound Sterling (GBP 15,000.-), represented by represented by (256,350) Class A1 Shares and
four hundred ninety-three thousand six hundred fifty (493,650) Class B1 Shares, each of these having a par value of two
pence (GBP 0.02) to fifteen thousand two hundred forty-four Pound Sterling and thirty-eight pence (GBP 15,244.38), by
way of the issuance of three thousand six hundred fifty (3,650) new Class A1 Shares, five hundred five (505) new Class
A2 Shares, seven thousand ninety-one (7,091) new Class B1 Shares, nine hundred seventy-two (972) new Class B2 Shares
and one (1) Class C1 Share, each of these having a par value of two pence (GBP 0.02) per share, with such shares having
the same respective rights and obligations as the existing shares.

Fifth Resolution

The Founding Shareholders resolve to accept and record the following subscriptions to and full payments of the capital

increase as follows:

Subscriptions - Payments

1) Queensgate, prenamed and represented as described above, hereby declares that it subscribes to three thousand

six hundred fifty (3,650) new Class A1 Shares and five hundred five (505) new Class A2 Shares of the Company and fully
pays up such shares by a payment in cash in the amount of fifteen thousand two hundred thirty-three Pound Sterling and
ten pence (GBP 15,233.10) to be allocated as follows:

- the amount of eighty-three Pound Sterling and ten pence (GBP 83.10) to the nominal share capital account of the

Company; and

- the surplus in the amount of fifteen thousand one hundred fifty Pound Sterling (GBP 15,150.-) to the Class A2 Share

Premium reserve account of the Company.

2) Arora, prenamed and represented as described above, hereby declares that it subscribes to five thousand nine

hundred thirty-nine (5,939) new Class B1 Shares and eight hundred thirteen (813) new Class B2 Shares of the Company
and fully pays up such shares by a payment in cash in the amount of two million one hundred ninety-four thousand seven
hundred ninety-six Pound Sterling (GBP 2,194,796.-) to be allocated as follows:

- the amount of one hundred thirty-five Pound Sterling and four pence (GBP 135.04) to the nominal share capital

account of the Company; and

- the surplus in the amount of two million one hundred ninety-four thousand six hundred sixty Pound Sterling and

ninety-six pence (GBP 2,194,660.96) to the Class B2 Share Premium reserve account of the Company.

3) Lebara, prenamed and represented as described above, hereby declares that it subscribes to one thousand one

hundred fifty-two (1,152) new Class B1 Shares and one hundred fifty-nine (159) new Class B2 Shares of the Company
and fully pays up such shares by a payment in cash in the amount of four hundred twenty-nine thousand two hundred
forty Pound Sterling (GBP 429,240.-) to be allocated as follows:

- the amount of twenty-six Pound Sterling and twenty-two pence (GBP 26.22) to the nominal share capital account of

the Company; and

- the surplus in the amount of four hundred twenty-nine thousand two hundred thirteen Pound Sterling and seventy-

eight pence (GBP 429,213.78) to the Class B2 Share Premium reserve account of the Company.

51748

U X E M B O U R G

4) Anschutz Entertainment Group, Inc., a corporation, governed by the laws of the State of Colorado, with registered

office at 555 17

Steet, Suite 2400, Denver, CO 80202, USA, registered with the Secretary of State of Colorado under

number 19941008914 (AEG), represented by Ted Fikre, with professional address at 800, West Olympic Boulevard, Suite
305, Los Angeles, CA 90015 USA, acting in his capacity as Chief Legal and Development Officer,

here represented by Mr Raymond THILL, employee, with professional address in Luxembourg, Grand Duchy of Lu-

xembourg, by virtue of a proxy given under private seal on January 7, 2013,

which proxy, signed by the proxyholder of AEG and by the notary, will remain attached to the present deed,
hereby declares that it subscribes to one (1) new Class C1 Share of the Company and fully pays up such share by a

payment in cash in the amount of two pence (GBP 0.02) to be allocated to the nominal share capital account of the
Company.

The aggregate amount of two million six hundred thirty-nine thousand two hundred sixty-nine Pound Sterling and

twelve pence (GBP 2,639,269.12), which includes the subscriptions to the share capital increase and the share premium,
was at the disposal of the Company, evidence of which has been given to the notary by means of a blocking certificate
(certificat de blocage).

As a consequence of the foregoing, the following resolutions have been passed by the Founding Shareholders and AEG

(together, the Shareholders)

Sixth Resolution

As a consequence of the foregoing resolutions, the Shareholders resolve to amend article 6 of the Articles in order

to reflect the above changes, and resolve that such article shall have the wording as per article 6 of the amended and
restated Articles to be adopted under the Eighth Resolution below.

Seventh Resolution

The Shareholders resolve to amend the corporate object of the Company and amend article 2 of the Articles which

shall in its English version as adopted under the Eighth Resolution below henceforth read as follows:

" Art. 3. Corporate Objects. The purpose of the Company is the acquisition, holding, management and disposal of

The Company may borrow in any form except by way of public offer and proceed by private placement only to the

issue of bonds, notes, debentures or any kind of debt or equity securities.

The Company may lend funds, including without limitation, resulting from any borrowings of the Company and/or

from the issue of any equity or debt securities of any kind, to its subsidiaries, affiliated companies and/or any other
companies or entities it deems fit.

The Company may further guarantee, grant security in favor of or otherwise assist the companies in which it holds a

The Company may further act as a general or limited member with unlimited or limited liability for all debts and

obligations of partnerships or similar entities.

The Company may use any techniques and instruments to efficiently manage its investments and to protect itself against

credit risks, currency exchange exposure, interest rate risks and other risks.

The Company may, for its own account as well as for the account of third parties, carry out all operations (including,

Eighth Resolution

The Shareholders resolve to fully restate and renumber the Articles in their entirety and, to the extent necessary,

insert or change any headings in the Articles which shall henceforth read as follows:

ARTICLES OF ASSOCIATION

Art. 1. Definitions. In the interpretation of these articles of association unless the context otherwise indicates, the

following terms shall have the following meanings:

AEG

means Anschutz Entertainment Group, Inc. (a corporation incorporated and

51749

U X E M B O U R G

registered in Colorado), the registered office of which is at 555 17

Street, Suite

2400, Denver, CO 80202, USA.

AEG Reserved Matters

shall have the meaning ascribed to such term in article 12.

Agreed Project

means in each case more particularly set out in the Business Plan:
(i) the Hotel Development;
(ii) the Residential Development;
(iii) following Practical Completion of the Hotel Development, the operation of a
hotel business at the Hotel Property;
(iv) following Practical Completion of the Residential Development, the sale or letting
of the apartments comprised within the Residential Development to third parties on
the open market.

Arora

means O2 Investments Limited, (a limited company incorporated and registered in
England and Wales under Company number 08296878 which shall be renamed so
that its name does not include reference to or imply association with O2 Télefonica),
the registered office of which is at World Business Centre 2, Newall road, Hounslow
Middlesex, United Kingdom, TW6 2SF.

Articles

means these articles of association of the Company, as amended from time to time.

Associate

means (a) in the case of a company:
(i) a subsidiary undertaking or parent undertaking of the company, and any other
subsidiary undertaking of such parent undertaking; or
(ii) a body corporate or unincorporated association (including but not limited to a
partnership, limited partnership or trust) connected to the company by virtue of the
shareholders of the company being the same as either the shareholders of the body
corporate (or the shareholders of a parent undertaking of the body corporate), a
partner in a partnership or a beneficiary of a settled trust; and
(b) in any other case, any body corporate or unincorporated association (including
but not limited to a partnership, limited partnership or trust) directly or indirectly
controlled by the person concerned, and for this purpose "control" shall have the
same meaning as in section 1124 of the United Kingdom Corporation Tax Act 2010,
provided that:
(i) neither Queensgate nor any of its subsidiaries shall be deemed to be an Associate
of Arora;
(ii) neither Arora nor any of its subsidiaries shall be deemed to be an Associate of
Queensgate;
(iii) neither the Company nor any Indirect Investment Vehicle shall be deemed to be
an Associate of Arora or Queensgate; and
(iv) any body corporate, partnership or unincorporated association in which Surinder
Arora is a shareholder, partner, director or member (or equivalent) shall be deemed
to be an Associate of the Company.

Board

means the board of managers of the Company.

Business Day

means any day (other than a Saturday or Sunday) on which commercial banks are
usually open for business in Luxembourg.

Business Plan

means the Development Business Plans and the Management Business Plans.

Chairman

means the chairman of the Board from time to time.

Class A Shares

means the Class A1 Shares and the Class A2 Shares, and Class A Share means any
of them.

Class A1 Shares

means the class A1 shares in registered form in the share capital of the Company
having a par value of two pence (GBP 0.02) each and Class A1 Share means any of
them.

Class A2 Shares

means the class A2 shares in registered form in the share capital of the Company
having a par value of two pence (GBP 0.02) each and Class A2 Share means any of
them.

Class B Shares

means the Class B1 Shares and the Class B2 Shares, and Class B Share means any of
them.

Class B1 Shares

means the class B1 shares in registered form in the share capital of the Company
having a par value of two pence (GBP 0.02) each and Class B1 Share means any of
them.

Class B2 Shares

means the class B2 shares in registered form in the share capital of the Company
having a par value of two pence (GBP 0.02) each and Class B2 Share means any of
them.

51750

U X E M B O U R G

Class C1 Shares

means the class C1 shares in registered form in the share capital of the Company
having a par value of two pence (GBP 0.02) each and Class C1 Share means any of
them.

Class C2 Shares

means the class C2 shares in registered form in the share capital of the Company
having a par value of two pence (GBP 0.02) each and Class C2 Share means any of
them.

Company

means Meridian Group Investments S.à r.l.

Company Law

means the company law of August 10, 1915 on commercial companies, as amended
from time to time.

Debt Securities

means any preferred equity certificates that may be issued by the Company to the
Shareholders.

Deed of Guarantee

means the deed of guarantee to be executed simultaneously with the Sale and
Purchase Agreement by the same parties as to the Sale and Purchase Agreement.

Development

means the Hotel Development and the Residential Development.

Development Agreement

means the development agreement relating to the carrying out of the whole of the
Development and to be entered into between Meridian Hotel Holdings S.à r.l. and
Grove Developments Limited.

Development Business Plan

means in relation to the Property, a business plan in respect of the construction and
development of such Property into the Hotel Property and the Residential Property,
as approved by the Board from time to time.

Emergency Funding

means debt securities of the Company issued to one or more Principal Shareholders
or Lebara with the approval of the Board following Practical Completion to meet an
urgent funding need in order to protect the interest of the Company or any Indirect
Investment Vehicle in the Hotel Property or the Residential Property, such securities
providing for a return equal to the Emergency Return.

Emergency Return

means, in the case of a Principal Shareholder or Lebara, an amount equal to a rate
of interest of no more than seven per cent (7%) per annum on such Shareholder’s
Emergency Funding, cumulatively and compounded on an annual basis.

Facility Agreement

means the facility agreement entered into with certain banks in connection with the
Sale and Purchase Agreement.

Finance Agreement

means any loan, finance, security or other agreements or documents entered into
by the Company with any third party lender or provider of finance.

Franchise Agreement

means the franchise agreement relating to the Hotel Property.

Franchise HOTs

means the heads of terms for the branding/flagging of the Hotel Property.

General Meeting

means the general meeting of the Shareholders.

Group

means the Company and its subsidiary undertakings from time to time (including each
Indirect Investment Vehicle), or any of them as the context requires, and “Group
Company” shall be construed accordingly.

Hotel Development

means the project of development of the Hotel Property.

Hotel Property

means the part of the Property to be developed into a hotel pursuant to the Hotel
Development.

Hotel Site Agreement

means the agreement dated September 22, 2008 and made between (1) Urban
Regeneration Agency, (2) Meridian Delta Limited, (3) Meridian Delta Dome Limited,
(4) The Waterfront Limited Partnership (formerly The Dome Limited Partnership),
(5) Ansco Arena Limited (formerly AEG London Arena Limited), (6) Permitobtain
Limited, (7) Quintain Meridian Limited, (8) Lend Lease Europe Holdings Limited, (9)
Quintain Estates and Development plc, (10) Ansco Hotel Limited and (11) Anschutz
Entertainment Group, Inc. in respect of the grant of a lease and the development of
the Property as varied by a deed of amendment and restatement dated July 10, 2012.

Hotel Site Lease

means the lease of premises known as the hotel site dated July 10, 2012 and made
between (1) GLA Land and Property Limited and (2) Ansco Hotel Limited (as varied,
rectified or amended from time to time).

Indirect Investment Vehicle

means any limited partnership, limited liability partnership, general partnership,
company, unit trust, offshore holding structure or collective investment scheme that
is, or will be, either directly or indirectly wholly owned by the Company.

Lebara

means LBR Investments S.à r.l. (a Luxembourg private limited liability company
(société à responsabilité limitée) incorporated under the laws of the Grand Duchy
of Luxembourg), with registered office at 2-8, avenue Charles de Gaulle, L-1653
Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg

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U X E M B O U R G

Register of Commerce and Companies (R.C.S. Luxembourg) under number B
147.995, and having a share capital of twelve thousand six hundred Euro (EUR
12,600.-).

Lebara Shareholders’ Agreement means the shareholders’ agreement in relation to the Company between (1)

Queensgate, (2) Arora, (3) Lebara and (4) the Company.

Management Agreement

means the management agreement relating to the Hotel Property.

Management Business Plan

means in relation to the Property, a business plan in respect of the day-to-day
management of such Property as approved by the Board from time to time.

Managers

means the persons appointed as such by the General Meeting and Manager means
any of them.

Net Asset Value

means at the relevant time, the net asset value of the Company denominated in
sterling and determined in accordance with the United Kingdom generally accepted
accounting principles with such adjustments as the auditors of the Company shall
reasonably determine by:
(a) taking the aggregate of:
(i) the asset value of the Indirect Investment Vehicles (in relation to which the value
of the Property (or any part of it, as appropriate) shall be its market value at the
relevant time, as determined by the valuers of the Company) and, for the avoidance
of doubt, any cash deposits (whether held as contingencies, other contingency or
sinking fund amounts or otherwise) and receivables of any Indirect Investment
Vehicle shall be included as assets (save to the extent any receivable corresponds to
a payable of the Company or another Indirect Investment Vehicle); and
(ii) the current market value of any other assets of the Company (for the avoidance
of doubt, excluding any Preference Shares, Debt Securities and other debt
instruments issued by the Company to the Shareholders);
(b) deducting liabilities of the Company and the Indirect Investment Vehicles as at
the relevant time including any liabilities to pay any part of the consideration to be
paid under the Sale and Purchase Agreement (including without limitation that part
of the consideration in respect of which the Net Asset Value of the Company is being
calculated) but excluding the aggregate amount owed as a result of any Preference
Shares, Debt Securities or other debt securities issued by the Company to the Sha-
reholders that are in issue. For the avoidance of doubt, payables of the Company or
any Indirect Investment Vehicles shall be included as liabilities (save to the extent any
payable corresponds to a receivable of the Company or another Indirect
Investment Vehicle);
(c) adding any actual or estimated tax assets or deducting any actual or estimated
tax liabilities, and for the purposes of this definition an estimated asset or liability
shall be added or deducted if the auditors of the Company consider it to have at least
a fifty per cent (50%) chance of becoming actual, at face value not covered by (a) and
(b) above; and
(d) applying the following additional principles:
(i) cash and short term deposits shall be taken at face value;
(ii) there shall be deducted the total amount of any actual or estimated liabilities of
the Company or any Indirect Investment Vehicle (including any amounts properly
payable by the Company or any Indirect Investment Vehicle or in respect of which
the Company or any Indirect Investment Vehicle has made or would be required to
make a provision or an accrual in its accounts (to the extent not already taken into
account in determining values under paragraphs (a), (b) and (c) above) other than
any liabilities of any Indirect Investment Vehicle to the Company or any liabilities of
the Company to any Indirect Investment Vehicle), and for the purposes of this
definition an estimated liability shall be deducted if the auditors of the Company
consider it to have at least a fifty per cent (50%) chance of becoming actual;
(iii) there shall be added the total amount of any actual or estimated assets of the
Company or any Indirect Investment Vehicle (including any amounts properly payable
to the Company or any Indirect Investment Vehicle or in respect of which the
Company or any Indirect Investment Vehicle has recorded or would be required to
record a receivable (to the extent not already taken into account in determining
values under paragraphs (a), (b) and (c) above) other than any payables of any Indirect
Investment Vehicle to the Company or any payables of the Company to any Indirect
Investment Vehicle) and for the purposes of this definition an estimated asset shall

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U X E M B O U R G

be added if the auditors of the Company consider it to have at least a fifty per cent
(50%) chance of becoming actual;
(iv) any assets which correspond to a liability of any Indirect Investment Vehicle to
the Company or to a liability of the Company to any Indirect Investment Vehicle shall
be disregarded;
(v) there shall be added the amount of any prepayments made by the Company or
any Indirect Investment Vehicle (to the extent not already taken into account in
determining values under paragraphs (a), (b) and (c) above) in respect of any period
after the date for calculation of the net asset value of the Company;
(vi) goodwill and other intangible assets shall be excluded;
(vii) the Property (or any part of it) which is the subject of an unconditional binding
contract for sale shall be taken at the contract price less any associated costs of sale;
(viii) the value or liability (as the case may be) under any interest rate or other hedging
arrangements or any fixed interest rate debt instrument shall be marked to market
as at the relevant date; and
(ix) in determining the asset value of Meridian Hotel Holdings S.à r.l. the valuers of
the Company shall, to the extent that the Management Agreement and the Franchise
Agreement (or either of them) have been entered into, take into account the impact
of such agreement(s) on the value of Meridian Hotel Holdings S.à r.l. and, to the
extent that they (or either of them) have not yet been entered into, assume that
such agreement(s) have been or will be entered into in terms consistent with the
Management Agreement or the Franchise HOTs (as the case may be).

Operating Lease

means the operating lease relating to the Hotel Property.

Ordinary Shares

means the Class A1 Shares, the Class B1 Shares and the Class C1 Shares and Ordinary
Share means any of them.

Permitted Issue

means an issue of Shares or Debt Securities in accordance with the Sale and Purchase
Agreement or to Lebara in accordance with the Lebara

Practical Completion

Shareholders’ Agreement up to a maximum of 86,852 Class B1 Shares and 3,148
Class B2 Shares.
means the practical completion of the Hotel Development and/or the Residential
Development (as the case may be) being certified by the person entitled to do so
pursuant to the building contract for the carrying out of the development.

Preference Shares

means the Class A2 Shares, the Class B2 Shares and the Class C2 Shares, if any, and
Preference Share means any of them.

Principal Amount

means:
(a) in relation to Debt Securities, the principal amount of such Debt Securities;
(b) in relation to Preference Shares, the aggregate amount paid up or credited as
having been paid up for such Preference Shares; and
(c) in relation to other debt instruments issued by the Company to the Shareholders,
the principal amount of such debt instruments.

Principal Shareholders

means Arora and Queensgate and any of their successors and assigns, and Principal
Shareholder means any of them.

Property

means all the premises located on the land adjoining the O2 Complex, known as the
"Hotel Site" in a lease dated 10 July 2012 and between GLA Land and Property
Limited and Ansco Hotel Limited.

Quarter End

means the last day of each quarter of the financial year, each such quarter ending on
30 June, 30 September, 31 December and 31 March.

Queensgate

means Queensgate Investments I Holdco, S.à r.l. (a private limited liability company
(Société à responsabilité limitée) governed by the laws of the Grand Duchy of
Luxembourg, with registered office at 20, rue de la Poste, L-2346 Luxembourg, Grand
Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and
Companies (R.C.S. Luxembourg) under number B 167.652, and having a share capital
of fifteen thousand five hundred Pound Sterling (GBP 15,000.-).

Relevant Date

means the date of full satisfaction of the consideration payable to London Arena and
Waterfront Holdings US, LLC in accordance with the Sale and Purchase Agreement.

Remaining Section 196
Payments Escrow Letter

means an escrow letter in respect of the certain payments to be held in an escrow
account pursuant to the Sale and Purchase Agreement.

Residential Development

means the project for the development of the Residential Property.

Residential Property

means the part of the Property to be developed into residential units pursuant to
the Residential Development.

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U X E M B O U R G

Shareholders

means the persons registered in the register of shareholders of the Company, in
application of article 185 of the Company Law, as the holders of the Shares from
time to time and Shareholder means any of them.

Shareholders Circular
Resolutions

shall have the meaning ascribed to such term in article 10.

Sale and Purchase Agreement

means the sale and purchase agreement for the acquisition of the entire issued share
capital of Ansco Hotel Limited dated on or around December 21, 2012..

means the Ordinary Shares and the Preference Shares and Share means any of them.

Sole Shareholder

means the sole person registered in the register of shareholders of the Company, in
application of article 185 of the Company Law, as the only holder of the Shares from
time to time.

Third Party Purchaser

means a third party to whom a person proposes to sell, transfer or otherwise dispose
of some or all its holding of interests in a company (such person not being an
Associate of any Shareholder selling its interests).

TP1

means the transfer of part of the lease of the Property in form TP1 in the agreed
form between AEG, Arora and Queensgate as of the date of these Articles.

TR1

means the transfer of whole of the lease of the Property in from TR1 in the agreed
form between AEG, Arora and Queensgate as of the date of these Articles.

Art. 2. Form and Name. The name of the Company is "Meridian Group Investments S.à r.l.". The Company is a private

limited liability company (société à responsabilité limitée) governed by the present Articles, the Company Law and the
relevant legislation.

The Company may have a Sole Shareholder or Shareholders. Any reference to the Shareholders in the Articles shall

be a reference to the Sole Shareholder if the Company has only one (1) Shareholder.

Art. 3. Corporate Objects. The purpose of the Company is the acquisition, holding, management and disposal of

The Company may borrow in any form except by way of public offer and proceed by private placement only to the

issue of bonds, notes, debentures or any kind of debt or equity securities.

The Company may lend funds, including without limitation, resulting from any borrowings of the Company and/or

from the issue of any equity or debt securities of any kind, to its subsidiaries, affiliated companies and/or any other
companies or entities it deems fit.

The Company may further guarantee, grant security in favor of or otherwise assist the companies in which it holds a

The Company may further act as a general or limited member with unlimited or limited liability for all debts and

obligations of partnerships or similar entities.

The Company may use any techniques and instruments to efficiently manage its investments and to protect itself against

credit risks, currency exchange exposure, interest rate risks and other risks.

The Company may, for its own account as well as for the account of third parties, carry out all operations (including,

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

Art. 5. Registered Office. The registered office of the Company is established in Luxembourg. It may be transferred

to any other place in the Grand Duchy of Luxembourg by a resolution of the General Meeting. Within the boundaries of
the municipality of Luxembourg, the registered office may be transferred by a resolution of the Board.

The Board shall further have the right to set up branches, subsidiaries or other offices wherever it shall deem fit, either

within or outside the Grand Duchy of Luxembourg.

Where the Board determines that extraordinary political or military developments or events have occurred or are

imminent and that these developments or events would interfere with the normal activities of the Company at its regis-
tered office, or with the ease of communication between such office and persons abroad, the registered office may be

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U X E M B O U R G

temporarily transferred abroad until the complete cessation of these extraordinary circumstances. Such temporary mea-
sures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered
office, will remain a Luxembourg incorporated company.

Art. 6. Share Capital.
6.1 Description.
The Company's subscribed share capital is set at fifteen thousand two hundred forty-four Pound Sterling and thirty-

eight pence (GBP 15,244.38), represented by two hundred sixty thousand (260,000) Class A1 Shares, five hundred five
(505) Class A2 Shares, five hundred thousand seven hundred forty-one (500,741) Class B1 Shares, nine hundred seventy-
two (972) Class B2 Shares, and one (1) Class C1 Shares, each of such Class A1 Shares, Class A2 Shares, Class B1 Shares,
Class B2 Shares, and Class C1 Share having a par value of two pence (GBP 0.02).

Any share premium paid in respect of any Class A2 Shares upon their issuance shall be allocated to a share premium

account (the Class A2 Share Premium Account) of the Company; any share premium paid in respect of any Class B2
Shares upon their issuance shall be allocated to a share premium account (the Class B2 Share Premium Account) of the
Company and any share premium paid in respect of any Class C2 Shares upon their issuance, if any, shall be allocated to
a share premium account (the Class C2 Share Premium Account) of the Company.

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

in the manner required for the amendment to the Articles, as prescribed in article 11 below.

6.2 Issuance of New Shares or Debt Securities.
Until the Relevant Date, no new Shares or Debt Securities shall be issued to any person other than the Principal

Shareholders unless such issue of Shares or Debt Securities is a Permitted Issue, and that until the Relevant Date no
securities (including Shares or Debt Securities or other instruments) in the Company may be issued otherwise than in
accordance with the Business Plan or this article 6.2 or pursuant to Emergency Funding.

Except for Shares or Debt Securities issued in accordance with the Sale and Purchase Agreement, the Business Plan,

pursuant to Emergency Funding, or with the prior written consent of the Principal Shareholders and AEG, and subject
to these Articles, following completion of the Sale and Purchase Agreement any Shares or Debt Securities shall, before
they are allotted, be offered to the holders of the issued Shares and Debt Securities in proportion to the number of
Shares and Debt Securities held by them respectively. The offer shall be made by notice specifying the number and class
of Shares and Debt Securities offered and the price per Share and Debt Security and limiting a time (not being less than
five (5) Business Days or greater than ten (10) Business Days) within which the offer, if not accepted, will be deemed to
be declined. After the expiration of such time, or on the receipt of an indication from the person to whom the offer is
made that he declines to accept the Shares or Debt Securities offered or any of them, the Board shall offer the Shares
and Debt Securities declined in like manner to the other holders of Shares and Debt Securities who have agreed to
subscribe for all the Shares and Debt Securities offered to them. If the Shares and Debt Securities comprised in such
further offer are declined or deemed to be declined, the further offer shall be withdrawn.

In relation to any Ordinary Shares issued in accordance with this article 6.2, any Ordinary Shares issued to Queensgate

shall be Class A1 Shares, any Ordinary Shares issued to Arora and Lebara shall be Class B1 Shares and any Ordinary
Shares issued to AEG shall be Class C1 Shares. In relation to any Preference Shares or Debt Securities, any Preference
Shares and Debt Securities issued to Queensgate shall be Class A2 Shares and Debt Securities in proportion to the
number of Class A2 Shares and Debt Securities already held by it; any Preference Shares issued to Arora shall be Class
B2 Shares; any Preference Shares issued to Lebara shall be Class B2 Shares; and any Preference Shares and Debt Securities
issued to AEG shall be Class C2 Shares and Debt Securities in proportion to the number of Class C2 Shares and Debt
Securities already held by it (in each case at the discretion of the relevant Shareholder).

No Shares or Debt Securities to which this article 6.2 applies shall be issued more than three (3) months after the

expiry of the period for acceptance of the last offer of such Shares or Debt Securities made under article 6.2 unless the
procedure set out in this article is repeated in respect of such Shares or Debt Securities (and so that the time limit set
out in this article shall apply equally to any repetition of that procedure).

No Shares or Debt Securities shall be issued at a price less than that at which they were offered to the Shareholders

in accordance with this article 6.2.

Art. 7. Shares. All Shares are in registered form, fully subscribed and entirely paid up.
Class A1 Shares, Class B1 Shares and Class C1 Shares shall rank pari passu in all aspects.
Class A2 Shares, Class B2 Shares and Class C2 Shares, if any, shall rank pari passu in all aspects.
A register of the Shareholders will be kept at the registered office, where it will be available for inspection by any

Shareholder. Such register shall set forth the name of each Shareholder, his/her/its residence or elected domicile, the
number of Shares held by him/her/it, the amounts paid in on each such Share, and the transfer/subscription of Shares and
the dates of such transfers/subscriptions as well as any security rights granted on the Shares from time to time. Each
Shareholder will notify the Company by registered letter his/her/its address and any change thereof. The Company may
rely on the last address of a Shareholder received by it. The ownership of the Shares will be established by the entry in
this register.

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U X E M B O U R G

Certificates of these entries may be issued to the Shareholders and such certificates, if any, will be signed by the

Chairman or by any two (2) Managers.

The Company will recognize only one (1) holder per Share. In case a Share is held by more than one (1) person, the

Company has the right to suspend the exercise of all rights attached to that Share until one (1) person has been appointed
as sole owner in relation to the Company. The same rule shall apply in the case of conflict between a usufruct holder
(usufruitier) and a bare owner (nu-propriétaire) or between a pledgor and a pledgee.

Subject to the AEG Reserved Matters, the Company may repurchase or redeem its own Shares provided that the

repurchased or redeemed Shares be immediately cancelled and the subscribed share capital of the Company reduced
accordingly.

Art. 8. Transfer of Shares.
8.1 General Rules.
Subject to the restrictions set forth in articles 8.2, 8.3 and 8.4 below, Shares and Debt Securities are freely transferable

among the Shareholders. Except if otherwise provided by law, the transfer of Shares and/or Debt Securities to third
parties is subject to the prior consent of the Shareholders representing at least three-quarters (3/4) of the Company's
subscribed share capital, including Arora and Queensgate (to the extent they are Shareholders at the relevant time). The
transfer of Shares and/or Debt Securities to third parties by reason of a Shareholder's death must be approved by the
other Shareholders representing three-quarters (3/4) of the rights owned by the survivors including Arora and Queens-
gate (to the extent they are Shareholders at the relevant time).

The transfer of the Shares may be effected by a written declaration of transfer entered in the register of the Share-

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

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

transferor and the transferee satisfactory to the Company.

8.2 Restrictions on Transfer.
Subject to the Company Law, no Shareholder or holder of Debt Securities shall sell, transfer, grant any encumbrance

over or otherwise dispose of any Share or Debt Security or grant any interest in any Share or Debt Security other than
as permitted by these Articles.

Subject to this article 8.2, a Shareholder or holder of Debt Securities may at any time transfer all or some of its Shares

or Debt Securities or any interests therein to any of its Associates in accordance with these Articles and the Company
Law, provided that:

(i) the transferor provides such evidence as the other Shareholders may reasonably require that the transferee is an

Associate of the transferor;

(ii) all costs and expenses in relation to such transfer are borne by the transferor or the transferee, and the other

Shareholders and the Company are indemnified accordingly; and

(iii) if the transferee ceases to be an Associate of the transferor or subsequently wishes to transfer the Shares or Debt

Securities to a person other than another Associate of the transferor, the transferee shall, and the transferor shall procure
that the transferee shall, immediately transfer all its Shares, Debt Securities or interests therein back to the transferor
or to another Associate of the transferor.

Arora may at any time transfer all or any of its Shares, Debt Securities or interests therein to Surinder Arora (or a

member of his family or the trustees of his family trust) or an entity which is directly or indirectly wholly beneficially
owned by any of them (an Arora Associated Transferee) in accordance with these Articles, provided that if (a) the
transferee subsequently ceases to be within the required relationship to Surinder Arora (or a member of his family or
the trustees of his family trust); or (b) the transferee subsequently wishes to transfer the Shares or Debt Securities in
question other than to another Arora Associated Transferee, then the Arora Associated Transferee shall, and Arora shall
procure that the Arora Associated Transferee shall, immediately transfer all its Shares, Debt Securities or interests therein
back to Arora or to another Arora Associated Transferee.

On the transfer of any Share as permitted by these Articles (i) a Share transferred to a third party or an Associate of

a Shareholder (or, in the case of Arora, an Arora Associated Transferee) shall remain of the same class as before the
transfer; and (ii) a Share transferred to an existing Shareholder shall be redesignated on transfer as a Share of the same
class as those Shares already held by the transferee Shareholder.

The Principal Shareholders shall not, individually or together, sell to a Third Party Purchaser any of the issued Shares

or Debt Securities prior to the later of (i) the Relevant Date and (ii) Practical Completion in respect of both the Hotel
Development and the Residential Development, without first procuring that AEG is paid out in full in cash in respect of
all consideration due pursuant to the Sale and Purchase Agreement.

8.3 Drag Along.
If the Principal Shareholders individually or together propose to sell to a Third Party Purchaser in one or more

transactions on arm's length terms in aggregate in excess of fifty per cent (50%) of the total number of issued Shares and/

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U X E M B O U R G

or in excess of fifty per cent (50%) of the principal amount of issued Debt Securities (the Proposing Transferor) the
Proposing Transferor may by written notice to AEG and Lebara served no later than ten (10) days before such proposed
sale (a Drag Along Notice), require AEG and Lebara to sell all of its Shares and/or Debt Securities (as the case may be)
to the Third Party Purchaser on the same terms as the sale by the Proposing Transferor of its Shares and/or Debt Securities
to the Third Party Purchaser (the Third Party Offer).

The Drag Along Notice must include full details of the Third Party Offer (including, without limitation, the identity of

the Third Party Purchaser and its beneficial owner(s) and the consideration payable under the Third Party Offer for the
relevant Principal Shareholder's or (as the case may be) Principal Shareholders' Shares and/or Debt Securities).

The Principal Shareholders may not serve a Drag Along Notice on AEG prior to the later of (i) the Relevant Date and

(ii) Practical Completion in respect of both the Hotel Development and the Residential Development.

8.4 Tag Along.
If Arora proposes to sell any number of Shares and/or Debt Securities to a Third Party Purchaser in circumstances in

which Arora is not permitted to serve a Drag Along Notice or does not serve a Drag Along Notice within the time frame
specified in article 8.3 above, then Arora shall give written notice to AEG and Lebara no later than nine (9) days before
such proposed sale (a Proposed Sale Notice).

The Proposed Sale Notice must include full details of the Third Party Offer (including, without limitation, the identity

of the Third Party Purchaser and its beneficial owner(s) and the consideration payable under the Third Party Offer for
Arora's Shares and/or Debt Securities).

AEG and Lebara shall within five (5) days of receipt of a Proposed Sale Notice be entitled by serving written notice

on Arora and the Third Party Purchaser to require the Third Party Purchaser to acquire such proportion of the Shares
and Debt Securities held by AEG and Lebara as is equal to the direct or indirect proportion which the Shares and Debt
Securities being sold by Arora represent of the total Shares and Debt Securities held by Arora on such date on the same
terms as the sale by Arora of its Shares and Debt Securities to the Third Party Purchaser.

Art. 9. Powers of the General Meeting. As long as the Company has only one (1) Shareholder, the Sole Shareholder

assumes all powers conferred to the General Meeting. In these Articles, decisions taken, or powers exercised, by the
General Meeting shall be a reference to decisions taken, or powers exercised, by the Sole Shareholder as long as the
Company has only one (1) Shareholder. Decisions taken by the Sole Shareholder are documented by way of written
minutes.

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

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

Art. 10. Annual General Meeting - Other General Meetings. If the number of Shareholders exceeds twenty-five (25),

the annual General Meeting shall be held, in accordance with the Company Law, at the address of the registered office
of the Company or at such other place in the municipality of the registered office as may be specified in the convening
notice of the General Meeting, on the first Monday in October of each year. If such day is not a Business Day, the annual
General Meeting shall be held on the next following Business Day.

Notwithstanding the above, the annual General Meeting may be held abroad if, in the absolute and final judgment of

the Board, exceptional circumstances so require.

Other General Meetings may be held at such place and time as may be specified in the respective convening notices

of the General Meeting.

Resolutions of the Shareholders shall be adopted at a General Meeting or by way of circular resolutions (the Share-

holders Circular Resolutions) in case the number of Shareholders is less than or equal to twenty-five (25).

Where resolution(s) is/are to be adopted by way of Shareholders Circular Resolutions, each Shareholder shall be sent

an explicit draft of the resolution(s) to be passed, and shall sign the resolution(s). Shareholders Circular Resolutions signed
by all the Shareholders shall be valid and binding as if passed at a General Meeting duly convened and held and shall bear
the date of the last signature.

Art. 11. Notice, Quorum, Convening notices, Powers of attorney and Vote. The Shareholders shall be convened to

the General Meetings or consulted in writing at the initiative of (i) any Manager, (ii) the statutory auditor (if any) or (iii)
Shareholders representing more than one-half (1/2) of the Company's subscribed share capital.

Written convening notice of any General Meeting shall be given to all Shareholders by registered mail to their address

appearing in the register of Shareholders held by the Company at least eight (8) calendar days in advance of the date of
the General Meeting, except in case of emergency, the nature and circumstances of which shall be set forth in the
convening notice of the General Meeting.

If all the Shareholders are present and/or represented at a General Meeting and consider themselves as being duly

convened and informed of the agenda of the meeting, the General Meeting may be held without prior written convening
notice.

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U X E M B O U R G

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

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

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

munications equipment whereby (i) all the Shareholders attending the General Meeting can be identified, (ii) all persons
participating in the General Meeting can hear and speak to each other, (iii) the transmission of the General Meeting is
performed on an ongoing basis and (iv) the Shareholders can properly deliberate. Participating in a General Meeting by
such means shall constitute presence in person at such General Meeting.

General Meetings shall be held with Shareholders representing fifty per cent (50%) of the Company's subscribed share

capital being present or represented, including Arora and Queensgate (to the extent they are Shareholders at the relevant
time). Resolutions to be adopted at General Meetings shall be passed by Shareholders owning fifty per cent (50%) of the
Company's subscribed share capital including Arora and Queensgate (to the extent they are Shareholders at the relevant
time), provided that resolutions on any AEG Reserved Matter shall require that (a) AEG be present at the General Meeting
in question and (b) AEG vote in favor of the resolution in question.

The Articles may be amended with the consent of a majority (in number) of Shareholders owning at least three-quarters

(3/4) of the Company's subscribed share capital, including Arora and Queensgate (to the extent they are Shareholders
at the relevant time), provided that resolutions on any AEG Reserved Matter shall require that (a) AEG be present at the
General Meeting in question and (b) AEG vote in favor of the resolution in question.

Each Share is entitled to one (1) vote at General Meetings, subject to AEG Reserved Matters.

Art. 12. AEG Reserved Matters. The following matters are the AEG Reserved Matters:
Prior to the Relevant Date, the disposal of all or part of any interest in any Indirect Investment Vehicle or of the

Property other than (i) the sale or letting of any apartments comprised within the Residential Development on arm's
length terms in accordance with the Development Business Plan; and (ii) following Practical Completion of the Hotel
Development, a forward sale of any interest in the Hotel Property on arm's length terms.

After the Relevant Date, the disposal of all or part of any interest in any Indirect Investment Vehicle or of the Property:
to a Principal Shareholder or Lebara or an Associate of any Principal Shareholder or Lebara; or
in any transaction which directly or indirectly involves or benefits a Principal Shareholder or Associate of a Principal

Shareholder (other than in its capacity as a Shareholder); or

otherwise than on arm's length terms,
but for the avoidance of doubt any disposal of all or part of any interest in any Indirect Investment Vehicle or of the

Property after the Relevant Date on arm's length terms in a transaction not referred to in (i) or (ii) above shall not be
an AEG Reserved Matter.

The acquisition by the Company or any Indirect Investment Vehicle of any interest in land, other than the Property,

save to the extent required in order to implement the Agreed Project and such acquisition is provided for in the Business
Plan (provided that the Company or any Indirect Investment Vehicle can acquire interests in land, other than a Property,
with an aggregate value of not more than two hundred fifty thousand Pound Sterling (GBP 250,000) without such acqui-
sition(s) being AEG Reserved Matters).

Subscribing for, or otherwise acquiring (other than from an Indirect Investment Vehicle) any interest in the share

capital of any other body corporate.

The issue of shares or any other security by the Company or any Indirect Investment Vehicle (other than to the

Company or an Indirect Investment Vehicle) at less than market value.

Prior to the Relevant Date, the issue of or the grant of any option to subscribe for shares or the issue of or grant of

any option to subscribe for any securities convertible into shares (other than in either case to the Company or an Indirect
Investment Vehicle).

Making a material alteration to these Articles.
Prior to the Relevant Date, the acquisition of any single asset or group of related assets for consideration exceeding

two hundred thousand Pound Sterling (GPB 200,000) and not included in the Development Business Plan.

Incurring prior to the Relevant Date any indebtedness (other than loans from the Principal Shareholders which are

provided for in the Business Plan) either (i) of an amount (when aggregated with all other indebtedness of the Company
and the Indirect Investment Vehicles) in excess of eighty-five per cent (85%) of the market value of the Property at the
time such indebtedness is incurred or (ii) which would depress the Net Asset Value of the Company below the amount
required to meet liabilities (including any consideration payable under the Sale and Purchase Agreement then outstanding)
or (iii) imposes redemption costs in excess of three per cent 3% of the principal loan sum.

Creating or causing or permitting to be created or to exist any mortgage, charge, lien or other encumbrance over the

whole or any part of the Company's or a Group Company's undertaking, property or assets (other than (i) as a conse-
quence of incurring indebtedness which is not an AEG Reserved Matter; or (ii) liens arising in the ordinary course of
business).

Making any material change to the Agreed Project.

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U X E M B O U R G

Making any change to the existing planning permission in respect of the Development (provided AEG shall and shall

procure that the C Manager shall not unreasonably withhold its or his consent to any minor non-material amendments
to a planning permission under s96A of the Town & Country Planning Act 1990 or which is proposed following Practical
Completion) until the later of (a) the Relevant Date and (b) the earlier of (i) the date on which the release of AEG Inc.
as guarantor under the Hotel Site Agreement pursuant to the Sale and Purchase Agreement and (ii) the date on which
all overage sums due or potentially due pursuant to clause 5.3 of the Hotel Site Agreement have been paid in full such
that the relevant obligation has been fully discharged. For the avoidance of doubt, any amendment to the planning per-
mission by means of a new planning application or a minor material amendment under s73 of the Town & Country Planning
Act 1990 will be an AEG Reserved Matter, provided always that after the Relevant Date any proposed change to the
existing planning permission in respect of the Development will not be an AEG Reserved Matter if:

(a) the proposed change would not be likely to trigger a further overage payment pursuant to the Hotel Site Agreement;

(b) the proposed change would be likely to trigger a further overage payment but the indemnity given pursuant to the

Sale and Purchase Agreement (supported by the Deed of Guarantee) is, in the reasonable opinion of the vendor, sufficient
to meet the obligations to pay any further overage payment triggered by the proposed change; or

that an amount equivalent to a reasonable estimate of any overage payment (to be agreed between the vendor and the
purchaser both acting reasonably) be paid into an escrow account with the purchaser's solicitors on terms substantially
the same as the Remaining Section 106 Payment Escrow Letter in accordance with the Sale and Purchase Agreement,
mutatis mutandis.

Other than any litigation or arbitration against or involving AEG or any of its Associates, initiating or settling any

litigation or arbitration for the benefit of the Company or an Indirect Investment Vehicle of a value exceeding or expecting
to exceed five hundred thousand Pound Sterling (GBP 500,000), save that such threshold shall not apply in respect of a
claim brought or made against a Principal Shareholder or an Associate of a Principal Shareholder or Grove Developments
Limited.

Any decision to stop works on the Development for a period of two years or for any period which when aggregated

with previous work stoppages would equal or exceed at least two years.

Making any amendment to, or release or waiver of, the Development Agreement (including all plans and annexures

annexed to it), the Management Agreement, the Hotel Site Agreement, the Hotel Site Lease, the TR1, the TP1 or Ope-
rating Lease, the Franchise Agreement (once signed) or entering into the Franchise Agreement on terms that deviate
from the Franchise HOTs.

Any increase in management fees or fees payable under services agreements with Arora or Queensgate or their

Associates (including any fees payable to Grove Developments Limited).

The payment of any managers fees to any of Arora or Queensgate or Grove Developments Limited or any of their

Associates or connected persons which are not provided for in the Business Plan or any amended Business Plan which
has been approved by AEG or the C Manager save for any arm's length and ordinary course increases in the fees charged
by directors who are not employees or Associates of the Principal Shareholders.

Any Group Company entering into a related party transaction with any of Arora or Queensgate or any of their

Associates or connected persons which is not provided for in the Business Plan or any amended Business Plan which has
been approved by AEG or the C Manager, or any decision by the Company or any Group Company to vary, waive or
terminate any related party transaction between any Group Company and any of Arora or Queensgate or any of their
Associates or connected persons or not to enforce their rights against any such person.

Prior to the Relevant Date, payment of any dividend or the making of any distribution of profit or capital to Shareholders

or undertaking any capital reorganization of the Company, save in connection with any redemption of Debt Securities by
the Company to be funded by an existing Shareholder subscribing for a further issue and allotment of Debt Securities to
such Shareholder at an aggregate subscription price equal to the aggregate amount to be paid by the Company on such
redemption.

Any increase of more than two hundred thousand Pound Sterling (GBP 200,000) in the budget for the Development

as set out in the Business Plan.

Incurring capital expenditure of more than two hundred Pound Sterling (GBP 200,000) that is not provided for in the

Business Plan.

Prior to the Relevant Date, issuing any preference shares or debt instruments or similar securities on terms more

favourable to the holder thereof than the terms of the Preference Shares or Debt Securities or making any change to the
coupon or fixed dividend attached to the Preference Shares or the Debt Securities and, prior to the Relevant Date, the
payment by the Company to the holders of Preference Shares, Debt Securities or other debt instruments of any interest,
coupon or dividend on the Preference Shares, Debt Securities or other debt instruments.

Giving any consent in respect of any waiver, release or variation or otherwise pursuant to the Development Agreement

(including without limitation giving any consent of the "Investor" (as defined in the Development Agreement) or changing
the Costs Cap (as defined in the Development Agreement)).

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U X E M B O U R G

Making or permitting any amendment to, or release or waiver under the building contract but only insofar as the same

relates to the issue of Practical Completion or any right of step in of AEG or any Associate of AEG or (such as would
materially adversely impact on the Shareholders' objectives as set out in the Development Business Plan) program or
termination rights.

Permitting any amendment to the Facility Agreement that would result in an increase in the cost of any prepayment

of the loan under the Facility Agreement.

Agreeing to do any of the above.
Any decision or resolution of the Board on any AEG Reserved Matter shall be subject to the quorum and voting

conditions set forth in article 14 below. In any event, no action taken by the Company in respect of any AEG Reserved
Matter shall be valid unless it has been approved by the Board (including the C Manager) in accordance with article 14
below, or by the Shareholders (including the C Shareholder) in accordance with article 11 above.

Art. 13. Management.
13.1 Appointment of Managers.
The Board shall have responsibility for the supervision and management of the Company and its business.
Unless the Shareholders agree otherwise, the Company shall be managed by a minimum of five (5) Managers who

together shall constitute the Board.

Queensgate solely shall have the right exercisable by notice in writing to the Company (copied to the other Shareholder

(s)) signed by Queensgate or a duly authorized officer to propose up to three (3) persons for appointment by a General
Meeting as A Managers from time to time. It shall also solely have the right by like notice to require the removal of any
such A Managers and to propose the appointment of other persons to act in place of such A Managers.

Arora solely shall have the right exercisable by notice in writing to the Company (copied to the other Shareholder(s))

signed by Arora or a duly authorized officer to propose up to three (3) persons for appointment by a General Meeting
as B Managers from time to time. It shall also solely have the right by like notice to require the removal of any such B
Managers and to propose the appointment of other persons to act in place of such B Managers.

AEG solely shall have the right exercisable by notice in writing to the Company (copied to the Principal Shareholder

(s)) signed by AEG or a duly authorized officer to propose one (1) person for appointment by a General Meeting as C
Manager from time to time. It shall also solely have the right by like notice to require the removal of any such C Manager
and to propose the appointment of another person to act in place of such C Manager.

AEG may require the removal of a C Manager appointed by it and to propose the appointment of a new C Manager

in his place by notice in writing to the Company and the Principal Shareholders, provided that (a) it shall consult with the
Principal Shareholders (if it is reasonably practicable to do so) before giving such notice; and (b) nothing in this article
12.1 shall prevent AEG from requiring the removal or proposing the appointment of the C Manager notwithstanding that
such appointment or removal has not been agreed by the Principal Shareholders and each Shareholder undertakes that
it will exercise its votes at any General Meeting to give effect to such appointment or removal.

13.2 Chairman.
The Board shall appoint a Chairman among its members, who shall be proposed for appointment by the A Managers

and B Managers. The Board may also choose a secretary, who need not be a Manager and who shall be responsible for
keeping the minutes of the meetings of the Board, the resolutions passed at the General Meeting or of the resolutions
passed by the Sole Shareholder. The Chairman will preside at all meetings of the Board. In his/her absence, the A Managers
and B Managers will propose for appointment another Chairman pro tempore who will preside at the relevant meeting
by a simple majority vote of the Managers present and/or represented at such meeting.

The Board shall meet upon call by the Chairman or any two (2) Managers at the place indicated in the convening notice

of the meeting.

Art. 14. Meetings of the Board.
14.1 Quorum.
No business shall be transacted at any meeting of the Board unless a quorum is present or represented, being (a) in

relation to any meeting of the Board at which the Board is due to consider or does consider any AEG Reserved Matter,
the C Manager present or represented and one A Manager and one B Manager present or represented, subject to the
Company Law; and (b) in relation to any other meeting of the Board, one A Manager and one B Manager present or
represented, subject to the Company Law.

Subject always to receiving not less than five (5) days' notice, AEG shall procure that the C Manager is present or

represented at each meeting of the Board which requires the C Manager to be present or represented in order to
constitute a quorum.

If a quorum of Managers is not present at all times during a meeting of the Board, such meeting shall be adjourned and

reconvened at such time and place as determined by the Managers present (provided that notice of the time, date and
place of the reconvened meeting is given to each person entitled to attend the meeting not less than 72 hours before the
meeting (or such other period of notice as the Board may agree from time to time and provided that all the Managers
may, by notice in writing to the Company, waive such notice in respect of any particular meeting of the Board)).

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U X E M B O U R G

14.2 Voting.
All decisions of the Board shall be made at a Board meeting held in accordance with article 14 and shall require (a) in

relation to any AEG Reserved Matter, the consent of a majority of the Managers present or represented and having a
right to vote including the consent of at least one A Manager, at least one B Manager and the C Manager; and (b) in
relation to any other matter, the consent of a majority of the Managers present or represented and having a right to vote
including the consent of at least one A Manager and at least one B Manager.

The Principal Shareholders and AEG may determine that a decision of the Board may be made by means of a written

resolution and such written resolution shall be as valid and effective as if it had been passed at a Board meeting duly
convened and held and may consist of several documents in the like form each signed, manually or electronically by means
of an electronic signature (which is valid under Luxembourg law) by each Manager. The date of such resolution shall be
the date of the last signature.

In case of a tied vote, the Chairman of the meeting shall not have a casting vote.
14.3 Timing, Location and Notice of Board Meetings.
Meetings of the Board shall take place at the offices of the Company at such time or times as the A Managers and the

B Managers may agree, but in any event not less frequently than two (2) calendar months after each Quarter End.

Meetings of the Board shall take place at the offices of the Company in Luxembourg (or such other location outside

the United Kingdom as the A Managers and the B Managers may reasonably agree having regard to the urgency of the
matters to be considered at such meeting and the practicalities of the Managers being able to attend such meeting at the
location and time proposed) at such time or times as the A Managers and the B Managers may agree by not less than five
(5) days' notice (or such other period of notice as the A Managers and the B Managers may reasonably agree having regard
to the urgency of the matters to be considered at such meeting and to the practicalities of the Managers being able to
attend such meeting at the location and time proposed), specifying the date, time and place of the meeting and the business
to be transacted at that meeting, provided that all the Managers may, by notice in writing to the Company, waive such
notice in respect of any particular meeting of the Board. Any meeting of the Board at which the Board is due to consider
or does consider any AEG Reserved Matter must be or have been called by not less than five (5) days' notice unless AEG
or the C Manager agrees.

No such written convening notice is required if all the Managers are present and/or represented during the meeting

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

Any Manager may act at any meeting of the Board by appointing in writing, whether in original, by telefax or e-mail to

which an electronic signature (which is valid under Luxembourg law) is affixed, another Manager as his or her proxy.

Any Manager may participate in a meeting of the Board by conference call, video conference or similar means of

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

14.4 Board Papers.
All papers for meetings of the Board shall be sent to all Managers as early as reasonably practicable, and in the case of

a meeting at which one or more AEG Reserved Matter is on the agenda, not less than five (5) days prior to the relevant
meeting.

The Chairman shall procure that draft minutes of the Board meetings shall be sent to all Managers as soon as practicable

after the holding of the relevant meeting.

Art. 15. Minutes of meetings of the Board. The minutes of any meeting of the Board shall be signed by the Chairman

or a member of the Board who presided at such meeting or all the Managers present at such meeting.

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

Chairman or any two (2) Managers.

Art. 16. Powers of the Board. The Board is vested with the broadest powers to manage the business of the Company

and to authorize and/or perform or cause to be performed all acts of disposal and administration falling within the
corporate objects of the Company.

All powers not expressly reserved by the Company Law or by the Articles to the General Meeting fall within the

competence of the Board.

Art. 17. Delegation of powers. The Board may appoint a person (délégué à la gestion journalière), either a Shareholder

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

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U X E M B O U R G

The Board may appoint a person, either a Shareholder or not, either a Manager or not, as permanent representative

for any entity in which the Company is appointed as member of the board of directors. This permanent representative
shall act with all discretion, but in the name and on behalf of the Company, and may bind the Company in its capacity as
member of the board of directors of any such entity.

The Board is also authorised to appoint a person, either Manager or not, for the purposes of performing specific

functions at every level within the Company.

Art. 18. Binding signatures. The Company shall be bound towards third parties in all matters by the joint signatures of

any two (2) Managers, including one (1) A Manager and one (1) B Manager.

The Company shall further be bound by the joint signatures of any persons or the sole signature of the person to

whom specific signatory power has been granted by the Board, but only within the limits of such power. Within the
boundaries of the daily management, the Company will be bound by the sole signature, as the case may be, of the person
appointed to that effect in accordance with the first paragraph of article 17 above.

Art. 19. Remuneration of the Managers. The Managers shall not be entitled to any remuneration, fees or benefits in

connection with their role as Managers but the Company will on such terms as the Board may from time to time resolve,
reimburse the Managers for all reasonable travelling and other expenses properly incurred in attending Board meetings,
in connection with the business of the Company and in the performance of their duties as Managers.

Art. 20. Liability of the Managers. The Managers do not assume, by reason of their position, any personal liability in

relation to commitments regularly made by them in the name of the Company provided such commitments comply with
the Articles and the Company Law. They are authorised agents only and are therefore merely responsible for the exe-
cution of their mandate.

Art. 21. Executive Committees. Subject to the AEG Reserved Matters, the Principal Shareholders may establish exe-

cutive committees that will make recommendations to the Board on certain matters, to be determined by the Principal
Shareholders.

Each executive committee shall consist of up to two (2) representatives of Queensgate and up to two (2) represen-

tatives of Arora. The representatives shall have the right to appoint an alternate to attend executive committee meetings
by giving written notice to and consulting with the other representatives, provided that this shall not prevent the ap-
pointment of an alternate representative by any representative.

The quorum of representatives required at an executive committee meeting before any business is transacted shall be

one Queensgate representative and one Arora representative.

All decisions of each executive committee shall be made at a meeting of the executive committee and held in accordance

with article 14 and shall require the unanimous consent of the relevant executive committee members present or re-
presented and having a right to vote.

Each of the Queensgate representatives and the Arora representatives shall have one vote.
All recommendations of each executive committee shall be referred to the Board for approval, regardless of whether

a recommendation is for or against the matter in question.

If an executive committee fails to reach a decision on a matter, then the decision shall be referred to the Board.
There is no restriction on the location of meetings of the executive committees.

Art. 22. Audit. If the number of Shareholders exceeds twenty-five (25), the operations of the Company shall be su-

pervised by one (1) or more statutory auditor(s) (commissaire(s) aux comptes), or, where required by the Company
Law, an independent external auditor (réviseur d'entreprises agréé).

The Shareholders shall appoint the statutory auditor(s) (commissaire(s) aux comptes), if any and the independent

external auditor (réviseur d'entreprises agréé), if any, and determine their number, remuneration and the term of their
office, which may not exceed six (6) years. The statutory auditor(s) (commissaire(s) aux comptes) and the independent
external auditor (réviseur d'entreprises agréé) may be re-appointed.

Art. 23. Accounting Year. The accounting year of the Company shall begin on first (1

) April and ends on thirty-first

(31

) March of each year.

Art. 24. Annual Accounts. Every year as of the accounting year's end, the Board will draw up the annual accounts of

the Company in the form required by the Company Law.

Each Shareholder may inspect the above inventory and annual accounts at the Company's registered office.

Art. 25. Distributions. Subject to any Finance Agreement and the requirements of the Company Law, the Principal

Shareholders shall procure that all distributions of available cash be made to the Shareholders in accordance with the
rights attached to their Ordinary Shares, Preference Shares and Debt Securities in the following order of priority:

(1) first, to the Principal Shareholders and Lebara (and any other Shareholder that has provided Emergency Funding)

(pro rata to the amounts (principal and accrued return) of Emergency Funding outstanding) until they have received back
an amount equal to the aggregate Emergency Funding advanced by them together with the Emergency Return in respect
of such amount;

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U X E M B O U R G

(2) second, to the Shareholders:
(i) (pro rata to the relevant Principal Amounts of Debt Securities held by the Shareholders respectively) in payment

of any unpaid interest relating to the Debt Securities held by them; and

(ii) (pro rata to the relevant Principal Amounts of Preference Shares held by the Shareholders respectively) in payment

of the unpaid dividends relating to the Preference Shares held by them;

(3) third, by way of dividend on the Shares to the Shareholders (pro rata to their Share subscriptions); and
(4) fourth, to the Shareholders:
(i) (pro rata to the relevant Principal Amounts of Debt Securities held by the Shareholders respectively) in redemption

of the Principal Amount of any Debt Securities held by them; and

(ii) (pro rata to the relevant Principal Amounts of Preference Shares held by the Shareholders respectively) in re-

demption of the Principal Amount of any Preference Shares held by them,

in all cases after payment or making appropriate provision or reserve (if any) for amounts determined by the Board

in respect of fees, costs, expenses, liabilities and debt service (including under certain service agreements or in relation
to any tax liabilities of the Group, and in each case whether actual, anticipated or contingent) and working capital requi-
rements in each case of the Company or any Indirect Investment Vehicle.

Any amount distributed pursuant to this article 25 (2) (i) shall only be distributed to the extent there is a pro rata

amount available to be distributed at the same time pursuant to this article 25 (2) (ii) and any amount distributed pursuant
to this article 25 (4) (i) shall only be distributed to the extent there is a pro rata amount available to be distributed at the
same time pursuant to this article 25 (4) (ii).

Art. 26. Allocation of Profits. From the annual net profits of the Company, five per cent (5%) shall be allocated to the

legal reserve in accordance with the Company Law. This allocation ceases to be a requirement as soon as the legal reserve
reaches ten per cent (10%) of the subscribed share capital of the Company as provided in article 6 of the Articles from
time to time, and becomes compulsory again as soon as the reserve falls below ten per cent (10%).

The annual General Meeting decides on the allocation of the remaining annual net profits and may, in its own discretion

and within the limits of the Company Law, resolve to pay dividends from time to time, taking into account the corporate
object and policy of the Company.

Provided that no distributions may be made otherwise than in accordance with Article 25, the allocation of the re-

maining annual net profits shall be made in the following order of priority between the Shareholders:

(a) first, each holder of Class A2 Shares, Class B2 Shares and Class C2 Shares, if any, shall be entitled to an annual

cumulative dividend in an amount equal to fifteen per cent (15%) of the sum of the nominal value of each Preference Share
and, at the option of each shareholder, the share premium initially paid for each such class of Preference Share by such
Shareholder; and thereafter

(b) each holder of Share of any class shall be entitled to the remaining annual net profits pro rata to his / her / its

respective shareholding, after payment in full of the (a) above.

Interim dividends may be distributed at any time under the following conditions:
(i) the Board draws up interim accounts;
(ii) the interim accounts show that earnings and other reserves (including share premium) are available for distribution,

provided that the amount to be distributed does not exceed profits made since the end of the last financial year for which
annual accounts were approved, if any, plus any profits carried forward and distributable reserves, and minus losses carried
forward and sums to be allocated to the legal reserve;

(iii) the auditor of the Company (if any) has stated in his/her/its report to the Board that conditions (i) and (ii) above

have been met;

(iv) the decision to distribute interim dividends is made by the Shareholders within two (2) months from the date of

the interim accounts;

(v) the rights of the creditors of the Company are not threatened, taking into account the assets of the Company; and
(vi) where the interim dividends paid exceed the distributable profits at the end of the accounting year, the Shareholders

shall be obliged, upon the request of the Company, to refund the excess to it.

Art. 27. Mandatory Redemption of Preference Shares. On any date on which Debt Securities taking the form of class

A preferred equity certificates or class C preferred equity certificates are mandatorily redeemed in accordance with their
respective terms and conditions, the Company shall automatically redeem all of the Preference Shares in issue for a price
equal to the sum of the nominal value of each Preference Share and the share premium initially paid for each such class
of Preference Share, together with any accrued but unpaid profit allocated thereto pursuant to Article 26, provided that
such amounts shall be payable only to the extent the Company shall have sufficient funds available to settle its liabilities
to all other creditors after any such payment and the Company has sufficient distributable reserves and funds to pay any
amounts due in respect of the class A preferred equity certificates and the class C preferred equity certificates (including
any unpaid interest).

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U X E M B O U R G

Art. 28. Dissolution. The Company is not dissolved by reason of the death, suspension of civil rights, incapacity,

bankruptcy, insolvency or any similar event affecting one (1) or several Shareholders.

The Company may be dissolved, at any time, by a resolution of the General Meeting adopted in the manner required

for the amendment to the Articles, as prescribed in article 11 above. In the event of a dissolution of the Company, the
liquidation shall be carried out by one (1) or several liquidators (who may be physical persons or legal entities) appointed
by the General Meeting deciding such liquidation. Such General Meeting shall also determine the powers and the remu-
neration of the liquidator(s).

The surplus, after realization of the assets and the payment of the liabilities, shall be distributed among the Shareholders

proportionally to the Shares held by them and as determined by them.

Art. 29. Applicable law. All matters not expressly governed by these Articles shall be determined in accordance with

the Company Law and, subject to any non-waivable provisions of the applicable law, any agreement entered into by the
Shareholders from time to time.

Ninth Resolution

The Shareholders resolve to acknowledge the resignation of Mr. Alexander De Meyer as A Manager of the Company,

effective as of the date of the Meeting and resolve to grant him discharge (quitus) for the performance of his mandate
from the date of his appointment until the date of his resignation.

Tenth Resolution

The Shareholders resolve to appoint (i) Mr. Anthony Sheehan, manager, born on February 12, 1980 in Brisbane,

Australia, with professional address at 9 Clifford Street, London W1S 2FT, United Kingdom, as A Manager of the Company,
effective as of the date of the Meeting for an undetermined period of time and (ii) Mr. Alistair Wood, manager, born on
December 21, 1973 in St Andrews, Scotland, with professional address at AEG Europe, Almack House, 28 King Street,
London, SW1Y 6QW, United Kingdom, as C Manager of the Company, effective as of the date of the Meeting for an
undetermined period of time.

Eleventh Resolution

The Shareholders resolve to appoint Pricewaterhousecoopers S.à r.l., a cooperative company (société cooperative),

incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at 400, route d'Esch, L-1471
Luxembourg, Grand Duchy of Luxembourg, registered with the RCS under number 65.477, as the Company's auditor
effective as of the date of the Meeting for a term which shall expire at the annual general meeting of the Shareholders to
be held in 2014.

Twelfth Resolution

The Shareholders resolve to amend the register of shareholders of the Company in order to reflect the above changes

and empowers and authorizes any Authorized Representative, each individually, to proceed in the name and on behalf of
the Company with the above changes in the register of shareholders of the Company.

Thirteenth Resolution

The Shareholders resolve to set the end of the first financial year of the Company on March 31, 2014.

Estimate of costs

The expenses, costs, remunerations and charges in any form whatsoever, which shall be borne by the Company as a

result of the present deed are estimated to be approximately three thousand six hundred Euro (EUR 3,600.).

The undersigned notary who understands and speaks English, states herwith that at the request of the above appearing

parties, the present deed is worded in English followed by a French version. At the request of the same appearing parties
and in case of divergences between the English and the French versions, the English version will prevail.

Whereof, the present notarial deed was drawn up in Luxembourg, on the day named at the beginning of this document.
This document having been read to the proxyholder of the appearing parties, who are known to the undersigned

notary by his surname, name, civil status and residence, the said proxyholder of the appearing parties signed the present
deed together with the undersigned notary. present deed.

Suit la traduction en français du texte qui précède:

L'an deux mille treize, le neuf janvier.
Pardevant nous, Maître Martine Schaeffer, notaire de résidence à Luxembourg, Grand-Duché de Luxembourg.
S'est tenue une assemblée générale extraordinaire (l'Assemblée) des associés de Meridian Group Investments S.à r.l.,

une société à responsabilité limitée constituée sous les lois du Grand-Duché de Luxembourg, ayant son siège social au
20, rue de la Poste, L-2346 Luxembourg, Grand-Duché de Luxembourg, en cours d'immatriculation auprès du Registre
de Commerce et des Sociétés de Luxembourg (R.C.S. Luxembourg) (RCS) et ayant un capital social de quinze mille Livres
Sterling (GBP 15.000,-) (la Société). La Société a été constituée le 17 décembre 2012 suivant acte de Maître Martine

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Schaeffer, notaire de résidence à Luxembourg, Grand-Duché de Luxembourg, non encore publié au Mémorial C, Recueil
des Sociétés et Associations. Les statuts de la Société n'ont pas encore été modifiés.

Ont comparu:

1) Queensgate Investments I HoldCo S.à r.l., une société à responsabilité limitée régie par les lois du Grand-Duché de

Luxembourg, ayant son siège social au 20, rue de la Poste, L-2346 Luxembourg, Grand-Duché de Luxembourg, immatri-
culée auprès du RCS sous le numéro B 167.652, et ayant un capital social de deux soixante-dix mille Livres Sterling (GBP
270.000,-) (Queensgate), représentée par Godfrey Abel, ayant son adresse professionnelle au 30, rue de Crecy, L-1364
Luxembourg, agissant en sa qualité de gérant, et Bernard Herman, ayant son adresse professionnelle au 41, avenue de la
Liberté, L-1931 Luxembourg, Grand-Duché de Luxembourg, agissant en sa qualité de gérant,

ici représentée par Monsieur Raymond THILL, employé, ayant son adresse professionnelle à Luxembourg, Grand-

Duché de Luxembourg, en vertu d'une procuration donnée sous seing privé le 20 décembre 2012;

2) O2 Investments Limited, une limited company régie par les lois d'Angleterre et du Pays de Galles, ayant son siège

social à World Business Centre 2, Newall road, Aéroport de Londres Heathrow, Hounslow Middlesex, TW6 2SF, Roy-
aume Uni, immatriculée auprès de la Companies House sous le numéro 08296878 (Arora), représentée par Carlton
Brown, ayant son adresse professionnelle à World Business Centre 2, Newall road, Aéroport de Londres Heathrow,
Hounslow Middlesex, TW6 2SF, Royaume Uni, en sa qualité d'Administrateur, et Athos Yiannis, ayant son adresse pro-
fessionnelle World Business Centre 2, Newall road, Aéroport de Londres Heathrow, Hounslow Middlesex, TW6 2SF,
Royaume Uni, agissant en sa qualité d'Administrateur,

ici représentée par Monsieur Raymond THILL, employé, ayant son adresse professionnelle à Luxembourg, Grand-

Duché de Luxembourg, en vertu d'une procuration donnée sous seing privé le 21 décembre 2012; et

3) LBR Investments S.à r.l., une société à responsabilité limitée régie par les lois du Grand-Duché de Luxembourg,

ayant son siège social au 2-8, avenue Charles de Gaulle, L-1653 Luxembourg, Grand-Duché de Luxembourg, immatriculée
auprès du RCS sous le numéro B 147.995, et ayant un capital social de douze mille six cents euros (EUR 12.600,-) (Lebara),
représentée par Leon Rasiah Ranjith, ayant son adresse professionnelle au 64 Bygdoy Alle, N-0265 Oslo, Norvège, agissant
en sa qualité de Gérant, et Luxembourg Corporation Company S.A., une société anonyme régie par les lois du Grand-
Duché de Luxembourg, ayant son siège social au 20, rue de la Poste, L-2346 Luxembourg, Grand-Duché de Luxembourg,
inscrite auprès du RCS sous le numéro B 37.974, représentée par Ramon van Heusden, ayant son adresse professionnelle
au 20, rue de la Poste, L-2346 Luxembourg, agissant en sa qualité d'administrateur, et Christelle Fery, ayant son adresse
professionnelle au 2-8, avenue Charles de Gaulle, L-1653 Luxembourg, Grand-Duché de Luxembourg, agissant en sa
qualité de Gérant B,

ici représentée par Monsieur Raymond THILL, employé, ayant son adresse professionnelle à Luxembourg, Grand-

Duché de Luxembourg, en vertu d'une procuration donnée sous seing privé le 20 décembre 2012.

Les parties comparantes telles que mentionnées aux points 1), 2) et 3) ci-dessus sont les associés actuels de la Société

et sont désignés ci-après comme les Associés Fondateurs.

Les Associés Fondateurs, représentés tel que décrit ci-avant, ont requis le notaire soussigné d'acter ce qui suit:
I. Que quinze mille (15.000) parts sociales ayant une valeur nominale d'une Livre Sterling (GBP 1,-) par part sociale,

représentant l'entièreté du capital social de la Société de quinze mille Livres Sterling (GBP 15.000,-) sont dûment repré-
sentées à cette Assemblée qui est par conséquent régulièrement constituée et peut valablement délibérer sur les points
de l'ordre du jour, tel que reproduit ci-après.

II. Que l'ordre du jour de l'Assemblée est le suivant:
1. Renonciation aux formalités de convocation.
2. Modification de la valeur nominale des parts sociales de la Société, d'un montant d'une Livre Sterling (GBP 1,-) à un

montant de deux pence (GBP 0,02).

3. Subdivision du capital social de la Société en deux cent cinquante-six mille trois cent cinquante (256.350) Parts

Sociales de Classe A1 et quatre cent quatre-vingt-treize mille six cent cinquante (493.650) Parts Sociales de Classe B1,
chacune d'elles ayant une valeur nominale de deux pence (GBP 0,02) et création de Parts Sociales de Classe A2, Parts
Sociales de Classe B2 et Parts Sociales de Classe C1 ayant une valeur nominale de deux pence (GBP 0,02) dans le capital
social de la Société.

4. Augmentation du capital social de la Société d'un montant de deux cent quarante-quatre Livres Sterling et trente-

huit pence (GBP 244,38) dans le but de porter le capital social de la Société de son montant actuel de quinze mille Livres
Sterling (GBP 15.000,-), représenté par deux cent cinquante-six mille trois cent cinquante (256.350) Parts Sociales de
Classe A1 et quatre cent quatre-vingt-treize mille six cent cinquante (493.650) Parts Sociales de Classe B1, chacune d'elles
ayant une valeur nominale de deux pence (GBP 0,02) à quinze mille deux cent quarante-quatre Livres Sterling et trente-
huit pence (GBP 15.244,38) par l'émission de trois mille six cent cinquante (3.650) nouvelles Parts Sociales de Classe A1,
cinq cent cinq (505) nouvelles Parts Sociales de Classe A2, sept mille quatre-vingt-onze (7.091) nouvelles Parts Sociales
de Classe B1, neuf cent soixante-douze (972) nouvelles Parts Sociales de Classe B2 et une (1) Part Sociale de Classe C1,
chacune d'elles ayant une valeur nominale de deux pence (GBP 0,02), ces parts sociales ayant respectivement les mêmes
droits et obligations que les parts sociales existantes.

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5. Souscriptions à et libérations de l'augmentation du capital social telle que décrite au point 4. ci-dessus par des apports

en espèces.

6. Modification subséquente de l'article 6 des statuts de la Société (les Statuts) afin de refléter les modifications et

l'augmentation du capital social adoptées aux points 2., 3. et 4. ci-dessus.

7. Modification de l'objet social de la Société et de l'article 2 des Statuts qui aura, dans sa version française telle

qu'adoptée au point 8. ci-dessous, la teneur suivante:

« Art. 3. Objet Social. L'objet de la Société est l'acquisition, la détention, la gestion et la disposition de participations

ou d'intérêts, tant au Luxembourg qu'à l'étranger, dans toutes sociétés et/ou entreprises sous quelque forme que ce soit.
La Société peut notamment acquérir par souscription, achat et échange ou de toute autre manière tous titres, actions et
autres valeurs de participation, obligations, titres de créances, certificats de dépôt et autres instruments de dette, et plus
généralement, toutes valeurs et instruments financiers émis par toute entité publique ou privée. Elle peut participer à la
création, au développement, à la gestion et au contrôle de toute société et/ou entreprise. Elle peut en outre investir dans
l'acquisition et la gestion d'un portefeuille de brevets ou d'autres droits de propriété intellectuelle de quelque nature ou
origine que ce soit.

La Société peut emprunter sous quelque forme que ce soit excepté par voie d'offre publique et elle peut procéder,

uniquement par voie de placement privé, à l'émission d'obligations, de billets à ordre, de titres de créance ou de toute
sorte de titres représentatifs de dette ou de capital.

La Société peut prêter des fonds comprenant, sans limitation, ceux résultant de ses emprunts et/ou des émissions de

titres représentatifs de dette ou de capital de toute sorte, à ses filiales, à des sociétés affiliées et/ou à toutes autres sociétés
ou entités jugées appropriées.

La Société peut également garantir, accorder des garanties à ou assister autrement des sociétés dans lesquelles elle

détient une participation directe ou indirecte ou des sociétés qui font partie du même groupe de sociétés que la Société.
La Société peut en outre consentir des garanties, nantir, céder ou grever de charge ou créer, de toute autre manière,
des sûretés portant sur tout ou partie de ses avoirs pour garantir ses propres obligations et celles de toute autre société,
généralement pour son propre bénéfice et celui de toute autre société ou personne. Pour éviter toute ambiguïté, la
Société ne peut pas exercer d'activités réglementées du secteur financier sans avoir obtenu l'autorisation requise.

La Société peut encore agir en tant qu'associé commandité ou commanditaire avec responsabilité illimitée ou limitée

pour toutes les créances et obligations de sociétés en commandite (partnership) ou entités similaires.

La Société peut employer toutes techniques et instruments nécessaires à une gestion efficace de ses investissements,

y compris des techniques et instruments destinés à la protéger contre les risques liés aux crédits, aux fluctuations mo-
nétaires, aux fluctuations de taux d'intérêt et autres risques.

La Société peut, pour son propre compte ainsi que pour le compte de tiers, accomplir toutes les opérations (com-

prenant, sans limitation, des transactions mobilières et immobilières) utiles ou nécessaires à l'accomplissement de son
objet social ou se rapportant directement ou indirectement à celui-ci.»

8. Refonte intégrale et renumérotation des Statuts dans leur intégralité et, si nécessaire, insertion ou modification des

titres dans les Statuts.

9. Décision de prendre acte de la démission de M. Alex De Meyer, nommé en tant que Gérant A de la Société, avec

prise d'effet à la date de l'Assemblée.

10. Décision de nommer (i) M. Anthony Sheehan en que Gérant A de la Société, avec effet à la date de l'Assemblée

pour une durée indéterminée et (ii) M. Alistair Wood en tant que Gérant C de la Société, avec effet à la date de l'Assemblée
pour une durée indéterminée.

11. Décision de nommer PricewaterhouseCoopers S.à r.l. en tant que commissaire aux comptes de la Société pour

une durée qui expirera à l'assemblée générale annuelle des associés de la Société qui se tiendra en 2014.

12. Modification au registre des associés de la Société afin de refléter les modifications ci-dessus avec pouvoir et autorité

donnée à tout gérant de la Société (chacun un Représentant Autorisé), chacun individuellement, pour procéder au nom
et pour le compte de la Société aux modifications ci-dessus dans le registre des associés de la Société.

13. Décision de fixer la fin du premier exercice social de la Société au 31 mars 2014.
14. Divers.
III. Que les Associés Fondateurs ont pris les résolutions suivantes à l'unanimité:

Première Résolution

L'entièreté du capital social de la Société étant représentée à la présente Assemblée, les Associés Fondateurs renoncent

aux formalités de convocation, les Associés Fondateurs présent se considérant dûment convoqués et déclarent avoir eu
parfaite connaissance de l'ordre du jour qui leur a été communiqué avant l'Assemblée.

Deuxième Résolution

Les Associés Fondateurs décident de modifier la valeur nominale des parts sociales de la Société, d'un montant d'un

Livre Sterling (GBP 1,-) à un montant de deux pence (GBP 0,02).

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Troisième Résolution

Les Associés Fondateurs décident de subdiviser le capital social de la Société en deux cent cinquante-six mille trois

cent cinquante (256.350) Parts Sociales de Classe A1 et quatre cent quatre-vingt-treize mille six cent cinquante (493.650)
Parts Sociales de Classe B1, chacune d'elles ayant une valeur nominale de deux pence (GBP 0,02).

Les Associés Fondateurs décident également de créer des Parts Sociales de Classe A2, des Parts Sociales de Classe

B2 et des Parts Sociales de Classe C1 ayant une valeur nominale de deux pence (GBP 0,02).

Quatrième Résolution

Les Associés Fondateurs décident d'augmenter le capital social de la Société d'un montant de deux cent quarante-

quatre Livres Sterling et trente-huit pence (GBP 244,38) dans le but de porter le capital social de la Société de son montant
actuel de quinze mille Livres Sterling (GBP 15.000,-), représenté par deux cent cinquante-six mille trois cent cinquante
(256.350) Parts Sociales de Classe A1 et quatre cent quatre-vingt-treize mille six cent cinquante (493.650) Parts Sociales
de Classe B1, chacune d'elles ayant une valeur nominale de deux pence (GBP 0,02) à quinze mille deux cent quarante-
quatre Livres Sterling et trente-huit pence (GBP 15.244,38) par l'émission de trois mille six cent cinquante (3.650)
nouvelles Parts Sociales de Classe A1, cinq cent cinq (505) nouvelles Parts Sociales de Classe A2, sept mille quatre-vingt-
onze (7.091) nouvelles Parts Sociales de Classe B1, neuf cent soixante-douze (972) nouvelles Parts Sociales de Classe B2
et une (1) Part Sociale de Classe C1, chacune d'elles ayant une valeur nominale de deux pence (GBP 0,02), ces parts
sociales ayant respectivement les mêmes droits et obligations que les parts sociales existantes.

Cinquième Résolution

Les Associés Fondateurs décident d'accepter et d'enregistrer les souscriptions suivantes et le paiement intégral de

l'augmentation du capital social comme suit:

Souscriptions - Libérations

1) Queensgate, prénommée et représentée tel que décrit ci-dessus, déclare par les présentes souscrire à trois mille

six cent cinquante (3.650) nouvelles Parts Sociales de Classe A1 et cinq cent cinq (505) Parts Sociales de Classe A2 de la
Société et libère intégralement ces parts sociales par un paiement en espèces d'un montant de quinze mille deux cent
trente-trois Livres Sterling et dix pence (GBP 15.233,10) devant être alloué comme suit:

- le montant de quatre-vingt-trois Livres Sterling et dix pence (GBP 83,10) au compte du capital social nominal de la

Société; et

- le surplus d'un montant de quinze mille cent cinquante Livres Sterling (GBP 15.150,-) au compte de réserve de la

Prime d'Emission de la Classe A2 de la Société.

2) Arora, prénommée et représentée tel que décrit ci-dessus, déclare par les présentes souscrire à cinq mille neuf

cent trente-neuf (5.939) nouvelles Parts Sociales de Classe B1 et huit cent treize (813) nouvelles Parts Sociales de Classe
B2 de la Société et libère intégralement ces parts sociales par un paiement en espèces d'un montant de deux millions cent
quatre-vingt-quatorze mille sept cent quatre-vingt-seize Livres Sterling (GBP 2.194.796,-) devant être alloué comme suit:

- le montant de cent trente-cinq Livres Sterling et quatre pence (GBP 135,04) au compte du capital social nominal de

la Société; et

- le surplus d'un montant de deux millions cent quatre-vingt-quatorze mille six cent soixante Livres Sterling et quatre-

vingt-seize pence (GBP 2.194.660,96) au compte de réserve Prime d'Emission de la Classe B2 de la Société.

3) Lebara, prénommée et représentée tel que décrit ci-dessus, déclare par les présentes souscrire à mille cent cin-

quante-deux (1.152) nouvelles Parts Sociales de Classe B1 et cent cinquante-neuf (159) nouvelles Parts Sociales de Classe
B2 de la Société et libère intégralement ces parts sociales par un paiement en espèces d'un montant de quatre cent vingt-
neuf mille deux cent quarante Livres Sterling (GBP 429.240,-) devant être alloué comme suit:

- le montant de vingt-six Livres Sterling et vingt-deux pence (GBP 26,22) au compte du capital social nominal de la

Société; et

- le surplus d'un montant de quatre cent vingt-neuf mille deux cent treize Livres Sterling et soixante-dix-huit pence

(GBP 429.213,78) au compte de réserve de la Prime d'Emission de la Classe B2 de la Société.

4) Anschutz Entertaintment Group, Inc., une société régie par les lois de l'État du Colorado, ayant son siège social au

555 17

Steet, Suite 2400, Denver, CO 80202, États-Unis d'Amérique, immatriculée auprès du Secrétaire d'État du

Colorado sous le numéro 19941008914 (AEG), représentée par Ted Fikre, ayant son adresse professionnelle à 800, West
Olympic Boulevard, Suite 305, Los Angeles, CA 90015 USA, agissant en sa qualité de Chief Legal and Development Officer,

ici représentée par Monsieur Raymond THILL, employé, ayant son adresse professionnelle à Luxembourg, Grand-

Duché de Luxembourg, en vertu d'une procuration donnée sous seing privé le 7 janvier 2013,

laquelle procuration, signée par le mandataire d'AEG et par le notaire, restera annexée au présent acte,
déclare par les présentes souscrire à une (1) nouvelle Part Sociale de Classe C1 de la Société et libère intégralement

cette part sociale par un paiement en numéraire d'un montant de deux pence (GBP 0,02) devant être alloué au compte
du capital social nominal de la Société.

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Le montant total de deux millions six cent trente-neuf mille deux cent soixante-neuf Livres Sterling et douze pence

(GBP 2.639.269,12) était à la disposition de la Société, dont preuve a été donnée au notaire au moyen d'un certificat de
blocage.

En conséquence de ce qui précède, les résolutions suivantes ont été passées par les Associés Fondateurs et par AEG

(ensemble, les Associés).

Sixième Résolution

En conséquence des résolutions qui précèdent, les Associés décident de modifier l'article 6 des Statuts afin de refléter

les modifications ci-dessus et décident que cet article aura la teneur de l'article 6 des Statuts modifiés et refondus qui
seront adoptés à la Huitième Résolution ci-dessous.

Septième Résolution

Les Associés décident de modifier l'objet social de la Société et modifient l'article 2 des Statuts qui aura, dans sa version

française telle qu'adoptée à la Huitième Résolution ci-dessous, désormais la teneur suivante: