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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° 1946

25 juillet 2014

SOMMAIRE

ABC Legacy Fund . . . . . . . . . . . . . . . . . . . . . .

93408

AC. Bim S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

93408

AD Corporate Services S.à.r.l. . . . . . . . . . .

93408

Agihold S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

93363

agri.capital Luxembourg S.à r.l. . . . . . . . . .

93366

Albaach Consult S.à r.l. . . . . . . . . . . . . . . . . .

93370

AllSTar Europe S.A. . . . . . . . . . . . . . . . . . . . .

93368

Angelus Investments S.à r.l. . . . . . . . . . . . . .

93366

e-tech S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . .

93370

European Sovereign Bond Investment Fa-

cility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93367

GACEREF Luxco Austria/Belgium S.à r.l.

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

93364

GACEREF Luxco Germany S.à r.l. . . . . . . .

93370

GACEREF Luxco Netherlands S.à r.l. . . . .

93371

GB Aero Holding S.à r.l. . . . . . . . . . . . . . . . .

93365

GE Investment GmbH . . . . . . . . . . . . . . . . . .

93365

GFI Group Services Lux Limited . . . . . . . .

93365

GIGA Gesellschaft für Industrie- und Ge-

bäudeautomatisation S.A. . . . . . . . . . . . . .

93366

Gilmour Holdings S.à r.l. . . . . . . . . . . . . . . . .

93362

Global Retail Group . . . . . . . . . . . . . . . . . . . .

93362

Global Retail Group . . . . . . . . . . . . . . . . . . . .

93362

Global Retail Group . . . . . . . . . . . . . . . . . . . .

93363

Global Value & Growth . . . . . . . . . . . . . . . . .

93367

Goethe P S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

93363

Golden Gate S.A. . . . . . . . . . . . . . . . . . . . . . .

93367

Golden Peak . . . . . . . . . . . . . . . . . . . . . . . . . . .

93365

Greenfell Properties S.à r.l. . . . . . . . . . . . . .

93364

Grosvenor Investments (Portugal) S.àr.l.

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

93364

Groupe Dynamite Inc. Luxembourg

Branch / Groupe Dynamite Inc. Succursa-
le de Luxembourg . . . . . . . . . . . . . . . . . . . . .

93362

Harkand Luxembourg Holdings . . . . . . . . .

93368

Harobeka S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

93369

H.B.H. S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93367

HC MERTES-GONCALVES Succession

Anc. Ets. HOLCHER ET CONZEMIUS

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

93365

Heerema Group Services S.A. . . . . . . . . . . .

93369

Heerema Group Services S.A. . . . . . . . . . . .

93370

Hime Holding 1 S.A. . . . . . . . . . . . . . . . . . . . .

93369

H - Junglinster . . . . . . . . . . . . . . . . . . . . . . . . .

93364

HOFFMANN-THILL Léon Sàrl . . . . . . . . . .

93363

Hoffmann - Thill Noma S.à r.l. . . . . . . . . . .

93368

Holdertrade Ltd & Cie S.N.C. . . . . . . . . . . .

93368

Husky Injection Molding Systems . . . . . . . .

93368

IK VII Co-Invest A S.à r.l. . . . . . . . . . . . . . . .

93369

Indira Properties S.à r.l. . . . . . . . . . . . . . . . .

93370

Innova Inc. S.A. . . . . . . . . . . . . . . . . . . . . . . . .

93366

Wolverine Holdings, S.à r.l. . . . . . . . . . . . . .

93371

93361

U X E M B O U R G

Gilmour Holdings S.à r.l., Société à responsabilité limitée.

Siège social: L-1855 Luxembourg, 46A, avenue J.F. Kennedy.

R.C.S. Luxembourg B 167.249.

Les comptes annuels au 31 décembre 2012 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Ces comptes remplacent les comptes précédemment déposée: numéro de référence L140061309 déposée le

14/04/2014

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Pour la société
Signature

Référence de publication: 2014072163/13.
(140084262) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Global Retail Group, Société à responsabilité limitée.

Siège social: L-1660 Luxembourg, 76, Grand-rue.

R.C.S. Luxembourg B 142.260.

Les comptes annuels au 31 décembre 2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072165/10.
(140085105) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Global Retail Group, Société à responsabilité limitée.

Siège social: L-1660 Luxembourg, 76, Grand-rue.

R.C.S. Luxembourg B 142.260.

Les comptes annuels au 31 décembre 2011 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072166/10.
(140085217) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Groupe Dynamite Inc. Luxembourg Branch / Groupe Dynamite Inc. Succursale de Luxembourg, Succur-

sale d'une société de droit étranger.

Adresse de la succursale: L-2520 Luxembourg, 1, allée Scheffer.

R.C.S. Luxembourg B 153.186.

Il résulte des résolutions prises par le conseil d'administration de Groupe Dynamite Inc. (the «Corporation") en date

du 14 avril 2014 qu'il a été décidé à l'unanimité:

- d'accepter la démission de Mademoiselle Florence Rao en tant que représentant permanent de la Succursale de la

Société avec effet au 14 avril 2014; et

- de nommer en remplacement du représentant permanent démissionnaire de la succursale avec effet immédiat au 14

avril 2014 et pour une durée illimitée, Monsieur Christiaan van Arkel, né le 21 mars 1973 à Bangkok, Thaïlande, ayant
son adresse professionnelle au 46A, avenue J.F. Kennedy, L-1855 Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 16 mai 2014.

Pour extrait sincère et conforme
TMF Luxembourg S.A.
Signatures
Signataire autorisé

Référence de publication: 2014072173/21.
(140084965) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

93362

U X E M B O U R G

Global Retail Group, Société à responsabilité limitée.

Siège social: L-1660 Luxembourg, 76, Grand-rue.

R.C.S. Luxembourg B 142.260.

Les comptes annuels au 31 décembre 2012 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072167/10.
(140085218) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Goethe P S.à r.l., Société à responsabilité limitée.

Capital social: EUR 502.500,00.

Siège social: L-1855 Luxembourg, 43, avenue J.F. Kennedy.

R.C.S. Luxembourg B 158.831.

I. La dénomination de l'associé Apollo European Real Estate Fund III LP, avec siège social au 2711, Centerville Road,

19808 Wilmington, États-Unis, a changé et est désormais Ares European Real Estate Fund III, L.P.;

II. La dénomination de l'associé Apollo European Real Estate Fund III (Euro) LP, avec siège social au 2, Manhattanville

Road, 10577 Purchase, États-Unis, a changé et est désormais Ares European Real Estate Fund III (Euro), L.P.;

III. Par résolutions signées date du 13 mai 2014, les associés ont pris les décisions suivantes:
1. Nomination de John Hopkins, avec adresse au 1, Knightsbridge, SW1X 7LX Londres, Royaume-Uni, au mandat de

gérant, avec effet immédiat et pour une durée indéterminée;

2. Acceptation de la démission de Ian Gear, avec adresse au 1, Knightsbridge, SW1X 7LX London, Royaume-Uni, de

son mandat de gérant, avec effet immédiat;

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 15 mai 2014.

Référence de publication: 2014072169/19.
(140084619) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Agihold S.A., Société Anonyme.

Siège social: L-1220 Luxembourg, 232, rue de Beggen.

R.C.S. Luxembourg B 129.332.

EXTRAIT

L'assemblée note le changement d'adresse de Monsieur Patrick Bahadourian, administrateur A, domicilié au 33 chemin

Pré-Langard, CH-1223 Cologny.

L'assemblée note le changement d'adresse du commissaire aux comptes Chester & Jones au 14 rue Bernard Haal,

L-1711 Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Dandois & Meynial

Référence de publication: 2014073528/14.
(140086607) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 mai 2014.

HOFFMANN-THILL Léon Sàrl, Société à responsabilité limitée.

Siège social: L-7520 Mersch, 6, rue Grande-Duchesse Charlotte.

R.C.S. Luxembourg B 40.795.

Extrait de l'Assemblée Générale Extraordinaire de la société A.H.T. S.A. du 10 décembre 2013

Ancien associé: HOTILUX S.A., RCSL B 40798
Nouvel associé: A.H.T. S.A., RCSL B 40797, siège social Centre Marisca, L - 7560 Mersch pour 1.440 parts sociales

Junglinster, le 16 mai 2014.

Paul LAPLUME.

Référence de publication: 2014072215/11.
(140084555) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

93363

U X E M B O U R G

Greenfell Properties S.à r.l., Société à responsabilité limitée.

Siège social: L-1420 Luxembourg, 7, avenue Gaston Diderich.

R.C.S. Luxembourg B 132.578.

Extrait des décisions prises par l'associé unique de la Société du 19 mai 2014

Le 19 mai 2014, l'associé unique de Greenfell Properties S. à r.l. a pris les résolutions suivantes:
- D'accepter la démission de Mme Christelle Ferry en qualité de Gérant de la Société avec effet au 12 mai 2014;
- De nommer Mme Séverine Canova, ayant son adresse professionnelle au 2-8 avenue Charles de Gaulle, L-1653

Luxembourg, en qualité de Gérant de la Société avec effet au 12 mai 2014 et pour une durée indéterminée.

Luxembourg, le 20 mai 2014.

Xavier De Cillia
Gérant

Référence de publication: 2014072171/15.
(140085120) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Grosvenor Investments (Portugal) S.àr.l., Société à responsabilité limitée.

Capital social: EUR 123.028.300,00.

Siège social: L-1855 Luxembourg, 46A, avenue J.F. Kennedy.

R.C.S. Luxembourg B 60.936.

EXTRAIT

Il convient de prendre note que Euro Porto S.à r.l., associé de la Société, a désormais son siège social au 9, rue Gabriel

Lippmann, L-5365 Munsbach, Grand-Duché de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072172/13.
(140085197) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

GACEREF Luxco Austria/Belgium S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1628 Luxembourg, 1, rue des Glacis.

R.C.S. Luxembourg B 159.026.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072175/10.
(140085101) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

H - Junglinster, Société Anonyme.

Siège social: L-6131 Junglinster, Zone Artisanale et Commerciale.

R.C.S. Luxembourg B 131.804.

Der konsolidierte Jahresabschluss zum 30. Juni 2013 der GLOBUS Holding GmbH & Co. KG und der diesen Jahre-

sabschluss betreffende Bericht des Wirtschaftsprüfers wurden beim Handels- und Gesellschaftsregister von Luxemburg
hinterlegt.

Die Mutter des Hauptgesellschafters gibt eine Garantie ab für die Verpflichtungen der Tochtergesellschaft H-Junglinster

S.A.

Alle Gesellschafter erklären, dass ausschließlich der konsolidierte Jahresabschluss und der konsolidierte Prüfungsbe-

richt des Hauptgesellschafters veröffentlicht wird.

Zwecks Veröffentlichung im Mémorial, Recueil des Sociétés et Associations.

St. Wendel, den 07. Oktober 2013.

Référence de publication: 2014072195/16.
(140084781) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

93364

U X E M B O U R G

GB Aero Holding S.à r.l., Société à responsabilité limitée.

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

R.C.S. Luxembourg B 162.860.

Luxembourg, le 22/05/2014.

Pour extrait conforme

Référence de publication: 2014072180/11.
(140085086) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

GE Investment GmbH, Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1653 Luxembourg, 2, avenue Charles de Gaulle.

R.C.S. Luxembourg B 179.972.

Les comptes annuels au 31 décembre 2013 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014072181/9.
(140084948) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

GFI Group Services Lux Limited, Société à responsabilité limitée.

Capital social: USD 20.000,00.

Siège social: L-1882 Luxembourg, 5, rue Guillaume Kroll.

R.C.S. Luxembourg B 153.207.

Luxembourg, le 20 mai 2014.

Référence de publication: 2014072182/10.
(140084826) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Golden Peak, Société d'Investissement à Capital Variable.

Siège social: L-2453 Luxembourg, 12, rue Eugène Ruppert.

R.C.S. Luxembourg B 139.914.

Luxembourg, le 16 mai 2014.

Pour GOLDEN PEAK
BANQUE DEGROOF LUXEMBOURG S.A.
Agent Domiciliataire

Référence de publication: 2014072191/13.
(140084886) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

HC MERTES-GONCALVES Succession Anc. Ets. HOLCHER ET CONZEMIUS, Société à responsabilité

limitée.

Siège social: L-4823 Rodange, 24, rue de l'Industrie.

R.C.S. Luxembourg B 88.982.

Les comptes annuels du 01/01/2013 au 31/12/2013 ont été déposés au registre de commerce et des sociétés de

Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014072204/11.
(140085162) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

93365

U X E M B O U R G

GIGA Gesellschaft für Industrie- und Gebäudeautomatisation S.A., Société Anonyme.

Siège social: L-5612 Mondorf-les-Bains, 62, avenue François Clement.

R.C.S. Luxembourg B 151.169.

Les comptes annuels au 31/12/2013 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 22/05/2014.

G.T. Experts Comptables Sàrl
Luxembourg

Référence de publication: 2014072184/12.
(140084947) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Angelus Investments S.à r.l., Société à responsabilité limitée.

Siège social: L-1246 Luxembourg, 2A, rue Albert Borschette.

R.C.S. Luxembourg B 137.971.

Le Bilan et l’affectation du résultat au 31 décembre 2011 ont été déposés au registre de commerce et des sociétés de

Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 23 mai 2014.

Référence de publication: 2014073516/11.
(140086783) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 mai 2014.

agri.capital Luxembourg S.à r.l., Société à responsabilité limitée.

Capital social: EUR 28.375,00.

Siège social: L-1610 Luxembourg, 42-44, avenue de la Gare.

R.C.S. Luxembourg B 140.384.

Monsieur Michel RAFFOUL a démissionné de son mandat de gérant de classe A2 de la Société avec effet au 30 avril

2014.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 21 mai 2014.

agri.capital Luxembourg S.à r.l.
Signature

Référence de publication: 2014073499/14.
(140086351) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 mai 2014.

Innova Inc. S.A., Société Anonyme.

Capital social: EUR 32.000,00.

Siège social: L-2540 Luxembourg, 26-28, rue Edward Steichen.

R.C.S. Luxembourg B 156.256.

Extrait des résolutions adoptées par les actionnaires de la société tenue en date du 11 avril 2014:

1. Renouvellement du mandat d'administrateur de Christian Tailleur, Keimpe Reitsma et James Body jusqu'à l'assemblée

qui se tiendra en 2015.

2. Renouvellement du mandat de commissaire de TSM Services (Luxembourg) S.à r.l. jusqu'à l'assemblée qui se tiendra

en 2015.

Luxembourg, le 28 avril 2014.

Pour extrait conforme
Pour la société
Un mandataire

Référence de publication: 2014072232/17.
(140084362) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

93366

U X E M B O U R G

Global Value & Growth, Société Anonyme sous la forme d'une SICAV - Fonds d'Investissement Spécialisé.

Siège social: L-1616 Luxembourg, 5, Place de la Gare, Centre Europe.

R.C.S. Luxembourg B 148.922.

Les comptes annuels au 31 décembre 2013 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014072189/9.
(140084365) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Golden Gate S.A., Société Anonyme Holding.

Siège social: L-2449 Luxembourg, 11, boulevard Royal.

R.C.S. Luxembourg B 51.143.

Les comptes annuels au 30 juin 2012 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signature.

Référence de publication: 2014072190/10.
(140084809) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

H.B.H. S.A., Société Anonyme.

Siège social: L-2557 Luxembourg, 16, rue Robert Stümper.

R.C.S. Luxembourg B 29.648.

Extrait du procès-verbal de l'assemblée générale du 20 mai 2014

Suite à la démission de Monsieur Thierry ELVINGER, l'assemblée générale décide à l'unanimité de nommer la société

HEADSTART MANAGEMENT SERVICES SARL avec siège social au 7, rue Robert Stümper, L-2557 Luxembourg, inscrite
au RCS Luxembourg sous le numéro B155181, en tant que commissaire aux comptes pour une durée de 4 ans, de sorte
que ce mandat viendra à échéance lors de l'assemblée générale qui se tiendra en l'année 2018.

Référence de publication: 2014072194/12.
(140084336) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

European Sovereign Bond Investment Facility, Société Anonyme.

Siège social: L-1347 Luxembourg, 6A, Circuit de la Foire Internationale.

R.C.S. Luxembourg B 166.389.

Il résulte des résolutions de la réunion du conseil d'administration de la Société prises le 21 mai 2014 que les admi-

nistrateurs ont décidé:

- de prendre note de la démission de M. Georges Heinrich, de son poste d'administrateur de la Société avec effet

immédiat; et

- de coopter, M. Märten Ross, né le 26 juillet 1971 à Tallinn, Estonie, ayant son adresse professionnelle au 1 Suur-

Ameerika, 15006 Tallinn, Estonie, en tant qu'administrateur de la Société avec effet immédiat et ce jusqu'à l'assemblée
générale des actionnaires qui se tiendra en 2014.

En conséquence, le conseil d'administration de la Société est, au 21 mai 2014, constitué des personnes suivantes:
- M. Klaus Regling
- M. Christophe Frankel
- M. Rolf Strauch
- M. Ralf Jansen
- M. Kalin Anev; et
- M. Märten Ross.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072100/23.
(140085088) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

93367

U X E M B O U R G

Harkand Luxembourg Holdings, Société à responsabilité limitée.

Capital social: USD 20.175,25.

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

R.C.S. Luxembourg B 162.060.

Statuts coordonnés déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 21 mai 2014.

Référence de publication: 2014072197/10.
(140084648) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Holdertrade Ltd & Cie S.N.C., Société en nom collectif.

Siège social: L-1946 Luxembourg, 21, rue Louvigny.

R.C.S. Luxembourg B 112.337.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072198/10.
(140084778) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Husky Injection Molding Systems, Société Anonyme.

Siège social: L-3451 Dudelange, Zone Industrielle Riedgen.

R.C.S. Luxembourg B 21.683.

Statuts coordonnés, suite à l'assemblée générale extraordinaire reçue par Maître Francis KESSELER, notaire de rési-

dence à Esch/Alzette, en date du 18 décembre 2013 déposés au registre de commerce et des sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Esch/Alzette, le 20 janvier 2014.

Francis KESSELER
NOTAIRE

Référence de publication: 2014073449/13.
(140084502) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

AllSTar Europe S.A., Société Anonyme.

Siège social: L-1246 Luxembourg, 4, rue Albert Borschette.

R.C.S. Luxembourg B 139.939.

Luxembourg.

Référence de publication: 2014073511/10.
(140086450) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 mai 2014.

Hoffmann - Thill Noma S.à r.l., Société à responsabilité limitée.

Siège social: L-1221 Luxembourg, 233-241, rue de Beggen.

R.C.S. Luxembourg B 83.898.

Extrait de l'Assemblée Générale Extraordinaire de la société A.H.T. S.A. du 10 décembre 2013

Ancien associé: HOTILUX S.A., RCSL B 40798
Nouvel associé: A.H.T. S.A., RCSL B 40797, siège social Centre Marisca, L - 7560 Mersch pour 900 parts sociales

Junglinster, le 16 mai 2014.

Paul LAPLUME.

Référence de publication: 2014072213/11.
(140084557) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

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Harobeka S.A., Société Anonyme.

Siège social: L-1720 Luxembourg, 6, rue Heinrich Heine.

R.C.S. Luxembourg B 154.691.

Die Konten zum 31.12.2013 wurden beim Handels- und Gesellschaftsregister von Luxemburg hinterlegt.
Zwecks Veröffentlichung im Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014072203/9.
(140084528) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Heerema Group Services S.A., Société Anonyme.

Siège social: L-1661 Luxembourg, 31-33, Grand-rue.

R.C.S. Luxembourg B 105.438.

Les comptes annuels au 31.12.2011 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014072206/9.
(140084774) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Hime Holding 1 S.A., Société Anonyme.

Siège social: L-1746 Luxembourg, 1, rue Joseph Hackin.

R.C.S. Luxembourg B 180.630.

Extract of the circular resolutions of the board of directors

The Board of Directors acknowledges the resignation of Mr Richard Dorman as from May 13, 2014.
The Board of Directors decides to appoint with effect May 16, 2014, Mr Dan Schweizer (born on January 18, 1966 in

Haifa (Israel) with professional address on Junghofstrasse 22, D-60311 Frankfurt am Main, (Germany) a provisional basis
as Director until the next General Meeting of Shareholders to be held in 2014.

Version française

Le Conseil d'Administration prend connaissance de la démission de M. Richard Dorman à partir du 13 mai 2014.
Le Conseil d'Administration décide de nommer, avec effet au 16 mai 2014, M. Dan Schweizer (né le 18 Janvier 1966

à Haïfa (Israël) avec adresse professionnelle au Junghofstrasse 22, D-60311 Frankfurt am Main, (Allemagne) à titre pro-
visoire en tant qu’Administrateur jusqu'à la prochaine assemblée générale des actionnaires qui se tiendra en 2014.

Pour copie certifiée conforme
FIDUPAR
Signatures
Mandataire

Référence de publication: 2014072208/21.
(140085160) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

IK VII Co-Invest A S.à r.l., Société à responsabilité limitée.

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

R.C.S. Luxembourg B 167.454.

Il résulte du transfert de parts sociales du 30 avril 2014 que l'associé, Dan Soudry, a décidé de transférer, avec effet

au 30 avril 2014, 1.543.210 parts sociales à la société International Kapital Investment Partners S.àr.l., ayant son siège
social au 15, rue Edward Steichen, L-2540 Luxembourg, enregistrée au registre de commerce et des sociétés de Luxem-
bourg sous le numéro B 162.242.

Luxembourg, le 22 mai 2014.

Pour la société
Signature
Un mandataire

Référence de publication: 2014072248/15.
(140084737) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

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GACEREF Luxco Germany S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1628 Luxembourg, 1, rue des Glacis.

R.C.S. Luxembourg B 159.028.

Luxembourg, le 22 mai 2014

Référence de publication: 2014072177/10.
(140085099) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

e-tech S.à r.l., Société à responsabilité limitée.

Siège social: L-8522 Beckerich, 6, Jos Seyler Stroos.

R.C.S. Luxembourg B 93.410.

Les comptes annuels au 31/12/2011 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014073502/9.
(140087197) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 mai 2014.

Albaach Consult S.à r.l., Société à responsabilité limitée.

Siège social: L-1855 Luxembourg, 46A, avenue J.F. Kennedy.

R.C.S. Luxembourg B 177.738.

Les comptes consolidés de la société AG Insurance SA/NV au 31 décembre 2013, reprenant les comptes annuels de

Albaach Consult S.à r.l., ont été déposés au registre de commerce et des sociétés de Luxembourg.

Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014073508/10.
(140086936) Déposé au registre de commerce et des sociétés de Luxembourg, le 26 mai 2014.

Indira Properties S.à r.l., Société à responsabilité limitée.

Siège social: L-1420 Luxembourg, 7, avenue Gaston Diderich.

R.C.S. Luxembourg B 180.652.

Extrait des décisions prises par l'associé unique de la Société du 19 mai 2014

Le 19 mai 2014, l'associé unique de Indira Properties S. à r.l. a pris les résolutions suivantes:
- D'accepter la démission de Mme Christelle Ferry en qualité de Gérant de la Société avec effet au 12 mai 2014;
- De nommer Mme Séverine Canova, ayant son adresse professionnelle au 2-8 avenue Charles de Gaulle, L-1653

Luxembourg, en qualité de Gérant de la Société avec effet au 12 mai 2014 et pour une durée indéterminée.

Luxembourg, le 20 mai 2014.

Xavier De Cillia
Gérant

Référence de publication: 2014072230/15.
(140085124) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Heerema Group Services S.A., Société Anonyme.

Siège social: L-1661 Luxembourg, 31-33, Grand-rue.

R.C.S. Luxembourg B 105.438.

Les comptes annuels au 31.12.2010 ont été déposés au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2014072207/9.
(140084942) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

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GACEREF Luxco Netherlands S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.501,00.

Siège social: L-1628 Luxembourg, 1, rue des Glacis.

R.C.S. Luxembourg B 159.027.

Luxembourg, le 22 mai 2014.

Référence de publication: 2014072178/10.
(140085096) Déposé au registre de commerce et des sociétés de Luxembourg, le 22 mai 2014.

Wolverine Holdings, S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-2453 Luxembourg, 5, rue Eugène Ruppert.

R.C.S. Luxembourg B 184.784.

In the year two thousand and fourteen, on the fifteenth day of the month of July.
Before Maître Henri Hellinckx, notary residing in Luxembourg (Grand Duchy of Luxembourg),

There appeared,

by virtue of a proxy dated 11 July 2014 (to remain attached to the present deed), Me Maryline Esteves, maître en droit,

professionally residing in the Grand Duchy of Luxembourg, on behalf of TPG VI Wolverine, LP, a limited partnership
existing under the laws of the Cayman Islands, having its registered office at c/o Maples Corporate Services Limited, PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, registered with the Register of the Cayman Islands
under number MC-74092, being the sole shareholder (the “Sole Shareholder”) of Wolverine Holdings, S.àr.l., a société
à responsabilité limitée incorporated under the laws of Luxembourg, having its registered office at 5, rue Eugène Ruppert,
L- 2453 Luxembourg, registered with the Registre de Commerce et des Sociétés in Luxembourg under number B 184784,
incorporated as a société à responsabilité limitée by deed of the undersigned notary on 12

February 2014, published

in the Mémorial C, Recueil des Sociétés et Associations (the “Mémorial C”), number 1120 of 3

May 2014 (the “Com-

pany”).

The articles of association of the Company have been amended for the last time pursuant to a deed of the undersigned

notary on 14

March 2014, published in the Mémorial C, number 1422, of 3

June 2014.

The appearing person declared and requested the notary to record that:
I. The Sole Shareholder holds all the one million two hundred and fifty thousand (1,250,000) shares in issue in the

Company, so that decisions can validly be taken on all items of the agenda.

II. The items on which resolutions are to be passed are as follows:
1. Transfer of the registered office, the central administration and centre of main interests of the Company from

Luxembourg to Bermuda and the consequential change of nationality of the Company, the migration and the change of
nationality of the Company effective as from the registration of the Company with the Registrar of Companies in Hamilton,
Bermuda (the “Effective Date”), and acknowledgement that as a consequence thereof, the Company shall from the Ef-
fective Date become an exempted limited liabilty company governed by and subject to the laws of Bermuda in continuation
of its legal existence and without liquidation (the “Migration”);

2. Upon the Effective Date, change of the corporate name of the Company to “TWG Holdings Limited” and trans-

formation of the Company into a Bermuda exempted limited liability company under the laws of Bermuda and adoption
of the following constitutional documents in compliance with Bermuda law in the form attached to the power of attorney
given by the Sole Shareholder (the “Constitutional Documents”) in lieu to the existing articles of association of the
Company:

i. Memorandum of Continuance which includes the change of share capital of the Company which is currently Eu-

ro12,500 divided into 1,250,000 shares of Euro0.01 each to US$100 divided into 100 shares of US$1 each; and

ii. Bye-Laws.
3. Acknowledgment and acceptance of the resignation of the current managers of the Company as of the Effective

Date and discharge for the performance of their duties until the Effective Date;

4. Upon the Effective Date, appointment of the sole director of the Company being Mr Ronald Cami, as well as officers

namely Mr Clive Denis Bode, Mr David Bonderman, Mr Ronald Cami, Mr James George Coulter, Mr David Craig Reintjes,
Mr John Edward Viola, Mr Steven Andrew Willmann and Appleby Services (Bermuda) Ltd. as secretary of the Company
in compliance with the laws of Bermuda until the next annual general meeting of the Company or until the appointment
is terminated in accordance with the Bye-Laws of the Company;

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5. Instruction to any member of the board of managers of the Company in office at the relevant time and to any

authorised signatory of Appleby (Bermuda) Limited (each an “Attorney”), each of them acting individually, with full power
of substitution, to take the appropriate steps, accomplish all necessary formalities and sign any documents required under
Bermuda law and apply on the Company’s behalf, to the Bermuda Registrar of Companies and the Bermuda Monetary
Authority for approval of the Migration and instruction to any Attorney, each of them acting individually, with full power
of substitution, to take all actions and do such things as are necessary for the resolutions to be adopted on the above
agenda items to be implemented (including, where appropriate, amendments that could be made to the Constitutional
Documents in the form attached to the proxy), and to execute any such document (including any notarial deeds) required
under the above resolutions and in particular to render the Migration effective and enforceable towards third parties
including the occurrence of the Effective Date duly acknowledged in front of a public notary of his choice in Luxembourg,
if required.

6. Miscellaneous.
III. The contemplated Migration without a prior liquidation may be validly passed under the laws of this country provided

the migration is accepted by the law of the country of destination. According to advice obtained from Bermuda lawyers,
the law of Bermuda does accept such a migration.

Thereafter the following decisions were taken:

First resolution

It was decided to transfer the registered office, the central administration and centre of main interests of the Company

from 5, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg to Bermuda, Canon’s Court, 22 Victoria
Street, Hamilton HM 12, Bermuda and as a consequence to change the nationality of the Company, the migration and
the change of nationality of the Company effective as from the registration of the Company with the Registrar of Com-
panies in Hamilton, Bermuda (the “Effective Date”).

It was acknowledged that as a consequence of the migration, the Company shall, as from the Effective Date become

an exempted liability company governed by and subject to the laws of Bermuda in continuation of its legal existence and
without liquidation (the “Migration”). As a result, among other things, the current accounting year of the Company started
on 12

February 2014 shall regularly terminate on 31

December 2014.

The transfer of registered office of the Company to Bermuda will not result in either fiscally, or legally, the formation

of a new company, or prejudice or affect the continuity of the Company. This resolution is taken in compliance with the
laws of Bermuda.

The undersigned notary declares having no knowledge at all of Bermuda law and does not assume any liability or

responsibility whatsoever concerning the legal or practical feasibility of the present operation, or its effects under Bermuda
law.

Second resolution

It was decided that upon the Effective Date, the Company shall change its corporate name to “TWG Holdings Limited”

and transform into a Bermuda exempted limited liability company under the laws of Bermuda and be governed by the
Constitutional Documents in the form attached to the power of attorney given by the Sole Shareholder compliant with
the laws of Bermuda (it being understood that the formalities provided by the laws of Bermuda in order to adopt the
Constitutional Documents shall be accomplished):

MEMORANDUM OF CONTINUANCE OF TWG Holdings Limited (hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares

respectively held by them.

2. The Company is an exempted company as defined by the Companies Act 1981.
3. The authorised share capital of the Company is US$100 divided into 100 shares of US$1 each.
4. The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding

in all, including the following parcels:-

Not applicable
The Company shall not have power to hold land situated in Bermuda.
5. Details of Incorporation: The Company was incorporated in Luxembourg on 12 February 2014 under the name

“Wolverine Holdings S.ar.l”.

6. The objects of the Company from the date of continuance are unrestricted and the Company has the capacity rights,

powers and privileges:

(i) of a natural person;
(ii) subject to the provisions of Section 42 of the Companies Act 1981, to issue preference shares which at the option

of the holders thereof are to be liable to be redeemed;

(iii) to purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981; and

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U X E M B O U R G

(iv) to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the

Companies Act 1981.

BYE-LAWS OF TWG HOLDINGS LIMITED

Interpretation

1. Definitions and interpretation.
1.1 In these Bye-Laws, unless the context otherwise requires:
Alternate Director: means an alternate Director appointed to the Board as provided for in these Bye-Laws;
Auditor: means the person or firm for the time being appointed as auditor of the Company;
Bermuda: means the Islands of Bermuda;
Board: means the Directors of the Company appointed or elected pursuant to these Bye-Laws and acting by resolution

as provided for in the Companies Acts and in these Bye-Laws or the Directors present at a meeting of Directors at which
there is a quorum;

Companies Acts: means every Bermuda statute from time to time in force concerning companies insofar as the same

applies to the Company;

Company: means TWG Holdings Limited, a company incorporated in Luxembourg on 12 February 2014 under the

name “Wolverine Holdings S.ar.l” and continued into Bermuda on 15 July 2014.

Director: means such person or persons appointed or elected to the Board from time to time pursuant to these Bye-

Laws and includes an Alternate Director;

Indemnified Person: means any Director, Officer, Resident Representative, member of a committee duly constituted

under these Bye-Laws and any liquidator, manager or trustee for the time being acting in relation to the affairs of the
Company, and his heirs, executors and administrators;

Officer: means a person appointed by the Board pursuant to these Bye-Laws but shall not include the Auditor;
paid up: means paid up or credited as paid up;
Register: means the Register of Shareholders of the Company maintained by the Company in Bermuda;
Registered Office: means the registered office of the Company which shall be at such place in Bermuda as the Board

shall from time to time determine;

Resident Representative: means (if any) the individual or the company appointed to perform the duties of resident

representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed by
the Board to perform any of the duties of the Resident Representative;

Resolution: means a resolution of the Shareholders passed in a general meeting or, where required, of a separate class

or separate classes of shareholders passed in a separate general meeting or in either case adopted by resolution in writing,
in accordance with the provisions of these Bye-Laws;

Seal: means the common seal of the Company and includes any authorised duplicate thereof;
Secretary: means the individual or the company appointed by the Board to perform any of the duties of the Secretary

and includes a temporary or assistant or deputy Secretary;

share: means share in the capital of the Company and includes a fraction of a share;
Shareholder: means a shareholder or member of the Company provided that for the purposes of Bye-Law 42 it shall

also include any holder of notes, debentures or bonds issued by the Company;

these Bye-Laws: means these Bye-Laws in their present form.
1.2 For the purposes of these Bye-Laws, a corporation which is a shareholder shall be deemed to be present in person

at a general meeting if, in accordance with the Companies Acts, its authorised representative is present.

1.3 For the purposes of these Bye-Laws, a corporation which is a Director shall be deemed to be present in person

at a Board meeting if an officer, attorney or other person authorised to attend on its behalf is present, and shall be deemed
to discharge its duties and carry out any actions required under these Bye-Laws and the Companies Acts, including the
signing and execution of documents, deeds and other instruments, if an officer, attorney or other person authorised to
act on its behalf so acts.

1.4 Words importing only the singular number include the plural number and vice versa.
1.5 Words importing only the masculine gender include the feminine and neuter genders respectively.
1.6 Words importing persons include companies, associations, bodies of persons, whether corporate or not.
1.7 Words importing a Director as an individual shall include companies, associations and bodies of persons, whether

corporate or not.

1.8 A reference to writing shall include typewriting, printing, lithography, photography and electronic record.
1.9 Any words or expressions defined in the Companies Acts in force at the date when these Bye-Laws or any part

thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be).

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Registered office

2. Registered office. The Registered Office shall be at such place in Bermuda as the Board shall from time to time

appoint.

Shares and share rights

3. Share rights.
3.1 Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company

may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions,
whether in regard to dividend, voting, return of capital or otherwise, as the Company may by Resolution determine or,
if there has not been any such determination or so far as the same shall not make specific provision, as the Board may
determine.

3.2 Subject to the Companies Acts, any preference shares may, with the sanction of a resolution of the Board, be

issued on terms:

(a) that they are to be redeemed on the happening of a specified event or on a given date; and/or,
(b) that they are liable to be redeemed at the option of the Company; and/or,
(c) if authorised by the memorandum of association of the Company, that they are liable to be redeemed at the option

of the holder.

The terms and manner of redemption shall be provided for in such resolution of the Board and shall be attached to

but shall not form part of these Bye-Laws.

3.3 The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the Company

of its own shares upon such terms as the Board may in its discretion determine, provided always that such purchase is
effected in accordance with the provisions of the Companies Acts.

3.4 The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the Company

of its own shares, to be held as treasury shares, upon such terms as the Board may in its discretion determine, provided
always that such acquisition is effected in accordance with the provisions of the Companies Acts. The Company shall be
entered in the Register as a Shareholder in respect of the shares held by the Company as treasury shares and shall be a
Shareholder of the Company but subject always to the provisions of the Companies Acts and for the avoidance of doubt
the Company shall not exercise any rights and shall not enjoy or participate in any of the rights attaching to those shares
save as expressly provided for in the Companies Acts.

4. Modification of rights.
4.1 Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares

for the time being issued may from time to time (whether or not the Company is being wound up) be altered or abrogated
with the consent in writing of the holders of not less than seventy-five per cent (75%) of the issued shares of that class
or with the sanction of a resolution passed at a separate general meeting of the holders of such shares voting in person
or by proxy. To any such separate general meeting, all the provisions of these Bye-Laws as to general meetings of the
Company shall mutatis mutandis apply, but so that the necessary quorum shall be one or more persons holding or
representing by proxy any of the shares of the relevant class, that every holder of shares of the relevant class shall be
entitled on a poll to one vote for every such share held by him and that any holder of shares of the relevant class present
in person or by proxy may demand a poll.

4.2 The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly

provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue
of further shares ranking pari passu therewith.

5. Shares.
5.1 Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the

original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over
or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and
conditions as the Board may determine.

5.2 Subject to the provisions of these Bye-Laws, any shares of the Company held by the Company as treasury shares

shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer all or any of the shares
for cash or other consideration, or cancel all or any of the shares.

5.3 The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage

conferred or permitted by law.

5.4 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by

the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise
(even when having notice thereof) any equitable, contingent, future or partial interest in any share or in any fractional
part of a share or (except only as otherwise provided in these Bye-Laws or by law) any other right in respect of any share
except an absolute right to the entirety thereof in the registered holder.

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U X E M B O U R G

6. Certificates.
6.1 The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon

to do so by the person to whom the shares have been issued. In the case of a share held jointly by several persons,
delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

6.2 If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on such terms (if any) as to

evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such
evidence and preparing such indemnity as the Board may think fit and, in case of defacement, on delivery of the old
certificate to the Company.

6.3 All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip

certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating
thereto otherwise provide, be issued under the Seal or signed by a Director, the Secretary or any person authorised by
the Board for that purpose. The Board may by resolution determine, either generally or in any particular case, that any
signatures on any such certificates need not be autographic but may be affixed to such certificates by some mechanical
means or may be printed thereon or that such certificates need not be signed by any persons.

7. Lien.
7.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies,

whether presently payable or not, called or payable, at a date fixed by or in accordance with the terms of issue of such
share in respect of such share, and the Company shall also have a first and paramount lien on every share (other than a
fully paid share) standing registered in the name of a Shareholder, whether singly or jointly with any other person, for all
the debts and liabilities of such Shareholder or his estate to the Company, whether the same shall have been incurred
before or after notice to the Company of any interest of any person other than such Shareholder, and whether the time
for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint
debts or liabilities of such Shareholder or his estate and any other person, whether a Shareholder or not. The Company's
lien on a share shall extend to all dividends payable thereon. The Board may at any time, either generally or in any particular
case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-
Law.

7.2 The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but

no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of
fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice
of the intention to sell in default of such payment, has been served on the holder for the time being of the share.

7.3 The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment

or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any
residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale)
be paid to the person who was the holder of the share immediately before such sale. For giving effect to any such sale,
the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be regis-
tered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his
title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

8. Calls on shares.
8.1 The Board may from time to time make calls upon the Shareholders (for the avoidance of doubt excluding the

Company in respect of any nil or partly paid shares held by the Company as treasury shares) in respect of any monies
unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms
of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall
(subject to the Company serving upon him at least fourteen (14) days’ notice specifying the time or times and place of
payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be
revoked or postponed as the Board may determine.

8.2 A call may be made payable by instalments and shall be deemed to have been made at the time when the resolution

of the Board authorising the call was passed.

8.3 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
8.4 If a sum called in respect of the share shall not be paid before or on the day appointed for payment thereof the

person from whom the sum is due shall pay interest on the sum from the day appointed for the payment thereof to the
time of actual payment at such rate as the Board may determine, but the Board shall be at liberty to waive payment of
such interest wholly or in part.

8.5 Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in

accordance with such terms of issue, whether on account of the nominal amount of the share or by way of premium,
shall for all the purposes of these Bye-Laws be deemed to be a call duly made, notified and payable on the date on which,
by the terms of issue, the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-
Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call
duly made and notified.

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8.6 The Board may on the issue of shares differentiate between the allottees or holders as to the amount of calls to

be paid and the times of payment.

9. Forfeiture of shares.
9.1 If a Shareholder fails to pay any call or instalment of a call on the day appointed for payment thereof, the Board

may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him
requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

9.2 The notice shall name a further day (not being less than fourteen (14) days from the date of the notice) on or

before which, and the place where, the payment required by the notice is to be made and shall state that, in the event of
non-payment on or before the day and at the place appointed, the shares in respect of which such call is made or instalment
is payable will be liable to be forfeited. The Board may accept the surrender of any share liable to be forfeited hereunder
and, in such case, references in these Bye-Laws to forfeiture shall include surrender.

9.3 If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice

has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof
has been made, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared
in respect of the forfeited shares and not actually paid before the forfeiture.

9.4 When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before

forfeiture the holder of the share but no forfeiture shall be in any manner invalidated by any omission or neglect to give
such notice as aforesaid.

9.5 A forfeited share shall be deemed to be the property of the Company and may be sold, re-offered or otherwise

disposed of either to the person who was, before forfeiture, the holder thereof or entitled thereto or to any other person
upon such terms and in such manner as the Board shall think fit, and at any time before a sale, re-allotment or disposition
the forfeiture may be cancelled on such terms as the Board may think fit.

9.6 A person whose shares have been forfeited shall thereupon cease to be a Shareholder in respect of the forfeited

shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which at the date of
forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as
the Board may determine from the date of forfeiture until payment, and the Company may enforce payment without
being under any obligation to make any allowance for the value of the shares forfeited.

9.7 An affidavit in writing that the deponent is a Director of the Company or the Secretary and that a share has been

duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on the sale,
re-allotment or disposition thereof and the Board may authorise some person to transfer the share to the person to
whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and
shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by
any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

Register of shareholders

10. Register of shareholders. The Secretary shall establish and maintain the Register at the Registered Office in the

manner prescribed by the Companies Acts. Unless the Board otherwise determines, the Register shall be open to ins-
pection in the manner prescribed by the Companies Acts between 10:00 am and 12:00 noon on every working day. Unless
the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any
indication of any trust or any equitable, contingent, future or partial interest in any share or any fractional part of a share
and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any of the provisions of Bye-
Law 5.4.

Register of directors and officers

11. Register of directors and officers. The Secretary shall establish and maintain a register of the Directors and Officers

of the Company as required by the Companies Acts. The register of Directors and Officers shall be open to inspection
in the manner prescribed by the Companies Acts between 10:00 am and 12:00 noon on every working day.

Transfer of shares

12. Transfer of shares.
12.1 Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable,

any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any
other form which the Board may approve. No such instrument shall be required on the redemption of a share or on the
purchase by the Company of a share.

12.2 The instrument of transfer of a share shall be signed by or on behalf of the transferor and where any share is not

fully-paid, the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee
is entered in the Register in respect thereof. All instruments of transfer when registered may be retained by the Company.
The Board may, in its absolute discretion and without assigning any reason therefor, decline to register any transfer of
any share which is not a fully-paid share. The Board may also decline to register any transfer unless:

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(a) the instrument of transfer is duly stamped (if required by law) and lodged with the Company, accompanied by the

certificate for the shares to which it relates, and such other evidence as the Board may reasonably require to show the
right of the transferor to make the transfer,

(b) the instrument of transfer is in respect of only one class of share, and
(c) where applicable, the permission of the Bermuda Monetary Authority with respect thereto has been obtained.
12.3 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and

discretions of the Board under this Bye-Law.

12.4 If the Board declines to register a transfer it shall, within three (3) months after the date on which the instrument

of transfer was lodged, send to the transferee notice of such refusal.

12.5 No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate

of death or marriage, power of attorney, stop notice, order of court or other instrument relating to or affecting the title
to any share, or otherwise making an entry in the Register relating to any share.

Transmission of shares

13. Transmission of shares.
13.1 In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, and

the estate representative, where he was sole holder, shall be the only person recognised by the Company as having any
title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint)
from any liability in respect of any share held by him solely or jointly with other persons. For the purpose of this Bye-
Law, estate representative means the person to whom probate or letters of administration has or have been granted in
Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the
person recognised by the Company for the purpose of this Bye-Law.

13.2 Any person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation

of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time
be required by the Board as to his entitlement, either be registered himself as the holder of the share or elect to have
some person nominated by him registered as the transferee thereof. If the person so becoming entitled elects to be
registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If
he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share
in favour of his nominee. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer
and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as
if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument
of transfer was an instrument of transfer signed by such Shareholder.

13.3 A person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation

of applicable law shall (upon such evidence being produced as may from time to time be required by the Board as to his
entitlement) be entitled to receive and may give a discharge for any dividends or other monies payable in respect of the
share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings
of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Shareholder
until he shall have become registered as the holder thereof. The Board may at any time give notice requiring such person
to elect either to be registered himself or to transfer the share and, if the notice is not complied with within sixty (60)
days, the Board may thereafter withhold payment of all dividends and other monies payable in respect of the shares until
the requirements of the notice have been complied with.

13.4 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and

discretions of the Board under this Bye-Law.

Share capital

14. Increase of capital.
14.1 The Company may from time to time increase its capital by such sum to be divided into shares of such par value

as the Company by Resolution shall prescribe.

14.2 The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be

offered in the first instance either at par or at a premium or (subject to the provisions of the Companies Acts) at a
discount to all the holders for the time being of shares of any class or classes in proportion to the number of such shares
held by them respectively or make any other provision as to the issue of the new shares.

14.3 The new shares shall be subject to all the provisions of these Bye-Laws with reference to lien, the payment of

calls, forfeiture, transfer, transmission and otherwise.

15. Alteration of capital.
15.1 The Company may from time to time by Resolution:
(a) divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special

rights, privileges or conditions;

(b) consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

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U X E M B O U R G

that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share
shall be the same as it was in the case of the share from which the reduced share is derived;

(d) make provision for the issue and allotment of shares which do not carry any voting rights;
(e) cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken or agreed to

be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled; and

(f) change the currency denomination of its share capital.
15.2 Where any difficulty arises in regard to any division, consolidation, or sub-division under this Bye-Law, the Board

may settle the same as it thinks expedient and, in particular, may arrange for the sale of the shares representing fractions
and the distribution of the net proceeds of sale in due proportion amongst the Shareholders who would have been entitled
to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions
to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to
the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

15.3 Subject to the Companies Acts and to any confirmation or consent required by law or these Bye-Laws, the

Company may by Resolution from time to time convert any preference shares into redeemable preference shares.

16. Reduction of capital.
16.1 Subject to the Companies Acts, its memorandum and any confirmation or consent required by law or these Bye-

Laws, the Company may from time to time by Resolution authorise the reduction of its issued share capital or any share
premium account in any manner.

16.2 In relation to any such reduction, the Company may by Resolution determine the terms upon which such reduction

is to be effected including, in the case of a reduction of part only of a class of shares, those shares to be affected.

General meetings and resolutions in writing

17. General meetings and resolutions in writing.
17.1 Save and to the extent that the Company elects to dispense with the holding of one or more of its annual general

meetings in the manner permitted by the Companies Acts, the Board shall convene and the Company shall hold general
meetings as annual general meetings in accordance with the requirements of the Companies Acts at such times and places
as the Board shall appoint. The Board may, whenever it thinks fit, and shall, when required by the Companies Acts,
convene general meetings other than annual general meetings which shall be called special general meetings.

17.2 Except in the case of the removal of Auditors or Directors, anything which may be done by resolution of the

Shareholders in general meeting or by resolution of any class of Shareholders in a separate general meeting may be done
by resolution in writing, signed by the Shareholders (or the holders of such class of shares) who at the date of the notice
of the resolution in writing represent the majority of votes that would be required if the resolution had been voted on
at a meeting of the Shareholders. Such resolution in writing may be signed by the Shareholder or its proxy, or in the case
of a Shareholder that is a corporation (whether or not a company within the meaning of the Companies Acts) by its
representative on behalf of such Shareholder, in as many counterparts as may be necessary.

17.3 Notice of any resolution in writing to be made under this Bye-Law shall be given to all the Shareholders who

would be entitled to attend a meeting and vote on the resolution. The requirement to give notice of any resolution in
writing to be made under this Bye-Law to such Shareholders shall be satisfied by giving to those Shareholders a copy of
that resolution in writing in the same manner that is required for a notice of a general meeting of the Company at which
the resolution could have been considered, except that the length of the period of notice shall not apply. The date of the
notice shall be set out in the copy of the resolution in writing.

17.4 The accidental omission to give notice, in accordance with this Bye-Law, of a resolution in writing to, or the non-

receipt of such notice by, any person entitled to receive such notice shall not invalidate the passing of the resolution in
writing.

17.5 For the purposes of this Bye-Law, the date of the resolution in writing is the date when the resolution in writing

is signed by, or on behalf of, the Shareholder who establishes the majority of votes required for the passing of the
resolution in writing and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution
in writing made in accordance with this Bye-Law, a reference to such date.

17.6 A resolution in writing made in accordance with this Bye-Law is as valid as if it had been passed by the Company

in general meeting or, if applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may
be. A resolution in writing made in accordance with this Bye-Law shall constitute minutes for the purposes of the Com-
panies Acts and these Bye-Laws.

18. Notice of general meetings.
18.1 An annual general meeting shall be called by not less than five (5) days’ notice in writing and a special general

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U X E M B O U R G

permitted by these Bye-Laws to all Shareholders other than such as, under the provisions of these Bye-Laws or the terms
of issue of the shares they hold, are not entitled to receive such notice from the Company and every Director and to
any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such
notice be sent to him or it.

Notwithstanding that a meeting of the Company is called by shorter notice than that specified in this Bye-Law, it shall

be deemed to have been duly called if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Shareholders entitled to attend and vote

thereat;

(b) in the case of any other meeting, by a majority in number of the Shareholders having the right to attend and vote

at the meeting, being a majority together holding not less than ninety-five per cent (95%) in nominal value of the shares
giving that right.

18.2 The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with

the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or
such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

18.3 The Board may cancel or postpone a meeting of the Shareholders after it has been convened and notice of such

cancellation or postponement shall be served in accordance with these Bye-Laws upon all Shareholders entitled to notice
of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the
new meeting in accordance with this Bye-Law.

19. Proceedings at general meetings.
19.1 In accordance with the Companies Acts, a general meeting may be held with only one individual present provided

that the requirement for a quorum is satisfied. No business shall be transacted at any general meeting unless a quorum
is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment,
choice or election of a chairman, which shall not be treated as part of the business of the meeting. Save as otherwise
provided by these Bye-Laws, at least one Shareholder present in person or by proxy and entitled to vote shall be a quorum
for all purposes.

19.2 If within five (5) minutes (or such longer time as the chairman of the meeting may determine to wait) after the

time appointed for the meeting, a quorum is not present, the meeting, if convened on the requisition of Shareholders,
shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as the
chairman of the meeting may determine and at such adjourned meeting one Shareholder present in person or by proxy
(whatever the number of shares held by him) and entitled to vote shall be a quorum. The Company shall give not less
than five (5) days’ notice of any meeting adjourned through want of a quorum and such notice shall state that the one
Shareholder present in person or by proxy (whatever the number of shares held by them) and entitled to vote shall be
a quorum.

19.3 A meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other

communication facilities (including, without limiting the generality of the foregoing, by telephone, or by video conferencing)
as to permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously,
and participation in such a meeting shall constitute presence in person at such meeting.

19.4 Each Director, and upon giving the notice referred to in Bye-Law 18.1 above, the Resident Representative, if any,

shall be entitled to attend and speak at any general meeting of the Company.

19.5 The Board may choose one of their number to preside as chairman at every general meeting. If there is no such

chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding the
meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act or if only one
Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors
present declines to take the chair, the persons present and entitled to vote on a poll shall elect one of their number to
be chairman.

19.6 The chairman of the meeting may, with the consent by resolution of any meeting at which a quorum is present

(and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business
shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting
from which the adjournment took place. When a meeting is adjourned for three (3) months or more, notice of the
adjourned meeting shall be given as in the case of an original meeting. Save as expressly provided by these Bye-Laws, it
shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

20. Voting.
20.1 Save where a greater majority is required by the Companies Acts or these Bye-Laws, any question proposed for

consideration at any general meeting shall be decided on by a simple majority of votes cast.

20.2 At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands or by a

count of votes received in the form of electronic records, unless (before or on the declaration of the result of the show
of hands or count of votes received as electronic records or on the withdrawal of any other demand for a poll) a poll is
demanded by:

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(a) the chairman of the meeting; or
(b) at least three (3) Shareholders present in person or represented by proxy; or
(c) any Shareholder or Shareholders present in person or represented by proxy and holding between them not less

than one tenth (1/10) of the total voting rights of all the Shareholders having the right to vote at such meeting; or

(d) a Shareholder or Shareholders present in person or represented by proxy holding shares conferring the right to

vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth (1/10)
of the total sum paid up on all such shares conferring such right.

The demand for a poll may be withdrawn by the person or any of the persons making it at any time prior to the

declaration of the result. Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman
that a resolution has, on a show of hands or count of votes received as electronic records, been carried or carried
unanimously or by a particular majority or not carried by a particular majority or lost shall be final and conclusive, and
an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the
number or proportion of votes recorded for or against such resolution.

20.3 If a poll is duly demanded, the result of the poll shall be deemed to be the resolution of the meeting at which the

poll is demanded.

20.4 A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll

demanded on any other question shall be taken in such manner and either forthwith or at such time (being not later than
three (3) months after the date of the demand) and place as the chairman shall direct. It shall not be necessary (unless
the chairman otherwise directs) for notice to be given of a poll.

20.5 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other

than the question on which the poll has been demanded and it may be withdrawn at any time before the close of the
meeting or the taking of the poll, whichever is the earlier.

20.6 On a poll, votes may be cast either personally or by proxy.
20.7 A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the

same way.

20.8 In the case of an equality of votes at a general meeting, whether on a show of hands or count of votes received

as electronic records or on a poll, the chairman of such meeting shall not be entitled to a second or casting vote and the
resolution shall fail.

20.9 In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy,

shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined
by the order in which the names stand in the Register in respect of the joint holding.

20.10 A Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in

respect of whom an order has been made by any Court having jurisdiction for the protection or management of the
affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his
receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed
by such Court and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may
otherwise act and be treated as such Shareholder for the purpose of general meetings.

20.11 No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting unless

all calls or other sums presently payable by him in respect of shares in the Company have been paid.

20.12 If:
(a) any objection shall be raised to the qualification of any voter; or,
(b) any votes have been counted which ought not to have been counted or which might have been rejected; or,
(c) any votes are not counted which ought to have been counted,
the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the

same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected
to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the
meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may
have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

21. Proxies and corporate representatives.
21.1 The instrument appointing a proxy or corporate representative shall be in writing executed by the appointor or

his attorney authorised by him in writing or, if the appointor is a corporation, either under its Seal or executed by an
officer, attorney or other person authorised to sign the same.

21.2 Any Shareholder may appoint a proxy or (if a corporation) representative for a specific general meeting, and

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U X E M B O U R G

its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the
Shareholder is present or in respect to which the Shareholder has specially appointed a proxy or representative. The
Board may from time to time require such evidence as it shall deem necessary as to the due execution and continuing
validity of any standing proxy or authorisation and the operation of any such standing proxy or authorisation shall be
deemed to be suspended until such time as the Board determines that it has received the requested evidence or other
evidence satisfactory to it.

21.3 Notwithstanding Bye-Law 21.2, a Shareholder may appoint a proxy which shall be irrevocable in accordance with

its terms and the holder thereof shall be the only person entitled to vote the relevant shares at any meeting of the
shareholders at which such holder is present. Notice of the appointment of any such proxy shall be given to the Company
at its Registered Office, and shall include the name, address, telephone number and electronic mail address of the proxy
holder. The Company shall give to the proxy holder notice of all meetings of Shareholders of the Company and shall be
obliged to recognise the holder of such proxy until such time as the holder notifies the Company in writing that the proxy
is no longer in force.

21.4 Subject to Bye-Law 21.2 and 21.3, the instrument appointing a proxy or corporate representative together with

such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered
Office (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or,
in either case or the case of a resolution in writing, in any document sent therewith) prior to the holding of the relevant
meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll
taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll,
or, in the case of a resolution in writing, prior to the effective date of the resolution in writing and in default the instrument
of proxy or authorisation shall not be treated as valid.

21.5 Subject to Bye-Law 21.2 and 21.3, the decision of the chairman of any general meeting as to the validity of any

appointments of a proxy shall be final.

21.6 Instruments of proxy or authorisation shall be in any common form or in such other form as the Board may

approve and the Board may, if it thinks fit, send out with the notice of any meeting or any resolution in writing forms of
instruments of proxy or authorisation for use at that meeting or in connection with that resolution in writing. The
instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll, to speak at the meeting
and to vote on any amendment of a resolution in writing or amendment of a resolution put to the meeting for which it
is given as the proxy thinks fit. The instrument of proxy or authorisation shall, unless the contrary is stated therein, be
valid as well for any adjournment of the meeting as for the meeting to which it relates.

21.7 A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding

the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate
authority, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received
by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy
or authorisation in the notice convening the meeting or other documents sent therewith) at least one hour before the
commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of
any resolution in writing at which the instrument of proxy or authorisation is used.

21.8 Subject to the Companies Acts, the Board may at its discretion waive any of the provisions of these Bye-Laws

related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to
the right of any person to attend, speak and vote on behalf of any Shareholder at general meetings or to sign resolutions
in writing.

Board of directors

22. Appointment and removal of directors.
22.1 The number of Directors shall be at least one (1) Director and not more than six (6) Directors or such numbers

in excess thereof as the Company by Resolution may from time to time determine and, subject to the Companies Acts
and these Bye-Laws, the Directors shall be elected or appointed by the Company by Resolution and shall serve for such
term as the Company by Resolution may determine, or in the absence of such determination, until the termination of
the next annual general meeting following their appointment. All Directors, upon election or appointment (except upon
re-election at an annual general meeting), must provide written acceptance of their appointment, in such form as the
Board may think fit, by notice in writing to the Registered Office within thirty (30) days of their appointment.

22.2 In the event that there shall be, at any time and whether through lapse of term, death, resignation, retirement or

otherwise, no Directors in office, the Shareholders entitled to vote at a general meeting where Directors would be
elected or appointed may unanimously give notice to the Secretary appointing one or more Directors to serve until the
termination of the next annual general meeting. If no such appointment is made within seven (7) days of the cessation of
the active service of the last remaining Director on the Board, the Secretary shall forthwith call a general meeting for the
purpose solely of electing or appointing a Director or Directors, to serve for such term as the Company by Resolution
may determine, or in the absence of such determination, until the next annual general meeting following their appointment.
Any Director appointed pursuant to this Bye-Law shall provide written acceptance of their appointment by notice in
writing to the Registered Office within thirty (30) days of their appointment.

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22.3 The Company may by Resolution increase the maximum number of Directors. Any one or more vacancies in the

Board not filled by the Shareholders at any general meeting of the Shareholders shall be deemed casual vacancies for the
purposes of these Bye-Laws. Without prejudice to the power of the Company by Resolution in pursuance of any of the
provisions of these Bye-Laws to appoint any person to be a Director, the Board, so long as a quorum of Directors remains
in office, shall have power at any time and from time to time to appoint any person to be a Director so as to fill a casual
vacancy.

22.4 The Company may in a special general meeting called for that purpose remove a Director, provided notice of

any such meeting shall be served upon the Director concerned not less than fourteen (14) days before the meeting and
he shall be entitled to be heard at that meeting. Any vacancy created by the removal of a Director at a special general
meeting may be filled at the meeting by the election of another Director in his place or, in the absence of any such election,
by the Board.

23. Resignation and disqualification of directors. The office of a Director shall be vacated upon the happening of any

of the following events:

23.1 if he resigns his office by notice in writing delivered to the Registered Office or tendered at a meeting of the

Board;

23.2 if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental

health and the Board resolves that his office is vacated;

23.3 if he becomes bankrupt under the laws of any country or compounds with his creditors;
23.4 if he is prohibited by law from being a Director or, in the case of a corporate Director, is otherwise unable to

carry on or transact business; or

23.5 if he ceases to be a Director by virtue of the Companies Acts or is removed from office pursuant to these Bye-

Laws.

24. Alternate directors.
24.1 A Director may appoint and remove his own Alternate Director. Any appointment or removal of an Alternate

Director by a Director shall be effected by delivery of a written notice of appointment or removal to the Secretary at
the Registered Office, signed by such Director, and such notice shall be effective immediately upon receipt or on any
later date specified in that notice. Any Alternate Director may be removed by resolution of the Board. Subject to aforesaid,
the office of Alternate Director shall continue until the next annual election of Directors or, if earlier, the date on which
the relevant Director ceases to be a Director. An Alternate Director may also be a Director in his own right and may
act as alternate to more than one Director.

24.2 An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in

the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and
generally to perform all the functions of any Director to whom he is alternate in his absence.

24.3 Every person acting as an Alternate Director shall (except as regards powers to appoint an alternate and remu-

neration) be subject in all respects to the provisions of these Bye-Laws relating to Directors and shall alone be responsible
to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is
alternate. An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the
same extent mutatis mutandis as if he were a Director. Every person acting as an Alternate Director shall have one vote
for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). The signature of an
Alternate Director to any resolution in writing of the Board or a committee of the Board shall, unless the terms of his
appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.

25. Directors’ fees and additional remuneration and expenses. The amount, if any, of Directors' fees shall from time

to time be determined by the Company by Resolution or in the absence of such a determination, by the Board. Unless
otherwise determined to the contrary, such fees shall be deemed to accrue from day-to-day. Each Director may be paid
his reasonable travel, hotel and incidental expenses for attending and returning from meetings of the Board or committees
constituted pursuant to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably
incurred by him in the conduct of the Company's business or in the discharge of his duties as a Director. Any Director
who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion
of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary,
commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in
addition to any remuneration provided for by or pursuant to any other Bye-Law.

26. Directors’ interests.
26.1 A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction

with his office of Director for such period and upon such terms as the Board may determine, and may be paid such extra
remuneration therefor (whether by way of salary, commission, participation in profits or otherwise) as the Board may
determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any
other Bye-Law.

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26.2 A Director may act by himself or his firm in a professional capacity for the Company (other than as Auditor) and

he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

26.3 Subject to the provisions of the Companies Acts, a Director may notwithstanding his office be a party to, or

otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise in-
terested; and be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or
otherwise interested in, any body corporate promoted by the Company or in which the Company is interested. The
Board may also cause the voting power conferred by the shares in any other company held or owned by the Company
to be exercised in such manner in all respects as it thinks fit, including the exercise thereof in favour of any resolution
appointing the Directors or any of them to be directors or officers of such other company, or voting or providing for
the payment of remuneration to the directors or officers of such other company.

26.4 So long as, where it is necessary, he declares the nature of his interest at the first opportunity at a meeting of the

Board or by writing to the Directors as required by the Companies Acts, a Director shall not by reason of his office be
accountable to the Company for any benefit which he derives from any office or employment to which these Bye-Laws
allow him to be appointed or from any transaction or arrangement in which these Bye-Laws allow him to be interested,
and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

26.5 Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by

a Director or Officer declaring that he is a director or officer or has an interest in a person and is to be regarded as
interested in any transaction or arrangement made with that person, shall be a sufficient declaration of interest in relation
to any transaction or arrangement so made.

Powers and duties of the board

27. Powers and duties of the board.
27.1 Subject to the provisions of the Companies Acts and these Bye-Laws, the Board shall manage the business of the

Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers
of the Company. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of the Board which
would have been valid if that alteration had not been made or that direction had not been given. The powers given by
this Bye-Law shall not be limited by any special power given to the Board by these Bye-Laws and a meeting of the Board
at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being
vested in or exercisable by the Board.

27.2 The Board may exercise all the powers of the Company except those powers that are required by the Companies

Acts or these Bye-Laws to be exercised by the Shareholders.

27.3 The Board on behalf of the Company may provide benefits, whether by the payment of gratuities or pensions or

otherwise, for any person including any Director or former Director who has held any executive office or employment
with the Company or with anybody corporate which is or has been a subsidiary or affiliate of the Company or a prede-
cessor in the business of the Company or of any such subsidiary or affiliate, and to any member of his family or any person
who is or was dependent on him, and may contribute to any fund and pay premiums for the purchase or provision of any
such gratuity, pension or other benefit, or for the insurance of any such person.

27.4 The Board may from time to time appoint one or more of its body to be a managing director, joint managing

director or an assistant managing director or to hold any other employment or executive office with the Company for
such period and upon such terms as the Board may determine and may revoke or terminate any such appointments. Any
such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may
have against the Company or the Company may have against such Director for any breach of any contract of service
between him and the Company which may be involved in such revocation or termination. Any person so appointed shall
receive such remuneration (if any) (whether by way of salary, commission, participation in profits or otherwise) as the
Board may determine, and either in addition to or in lieu of his remuneration as a Director.

28. Delegation of the board’s powers.
28.1 The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons,

whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes
and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these
Bye-Laws) and for such period and subject to such conditions as it may think fit, and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing with any such attorney and of such attorney
as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities
and discretions vested in him. Such attorney may, if so authorised by the power of attorney, execute any deed, instrument
or other document on behalf of the Company.

28.2 The Board may entrust to and confer upon any Director, Officer or, without prejudice to the provisions of Bye-

Law 28.3, other person any of the powers, authorities and discretions exercisable by it upon such terms and conditions
with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, authorities and
discretions, and may from time to time revoke or vary all or any of such powers, authorities and discretions, but no
person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

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28.3 The Board may delegate any of its powers, authorities and discretions to committees, consisting of such person

or persons (whether a member or members of its body or not) as it thinks fit. Any committee so formed shall, in the
exercise of the powers, authorities and discretions so delegated, and in conducting its proceedings conform to any
regulations which may be imposed upon it by the Board. If no regulations are imposed by the Board the proceedings of
a committee with two (2) or more members shall be, as far as is practicable, governed by the Bye-Laws regulating the
proceedings of the Board.

29. Proceedings of the board.
29.1 The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit.

Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes, the motion
shall be deemed to have been lost. A Director may, and the Secretary on the requisition of a Director shall, at any time
summon a meeting of the Board.

29.2 Notice of a meeting of the Board may be given to a Director by word of mouth or in any manner permitted by

these Bye-Laws. A Director may retrospectively waive the requirement for notice of any meeting by consenting in writing
to the business conducted at the meeting.

29.3 The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so

fixed at any other number, shall be two (2) persons. Any Director who ceases to be a Director at a meeting of the Board
may continue to be present and to act as a Director and be counted in the quorum until the termination of the meeting
if no other Director objects and if otherwise a quorum of Directors would not be present.

29.4 A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or proposed

contract, transaction or arrangement with the Company and has complied with the provisions of the Companies Acts
and these Bye-Laws with regard to disclosure of his interest shall be entitled to vote in respect of any contract, transaction
or arrangement in which he is so interested and if he shall do so his vote shall be counted, and he shall be taken into
account in ascertaining whether a quorum is present.

29.5 The Resident Representative shall, upon delivering written notice of an address for the purposes of receipt of

notice to the Registered Office, be entitled to receive notice of, attend and be heard at, and to receive minutes of all
meetings of the Board.

29.6 So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy

in the Board but, if no such quorum remains, the continuing Directors or a sole continuing Director may act only for the
purpose of calling a general meeting.

29.7 The Board may choose one of their number to preside as chairman at every meeting of the Board. If there is no

such chairman, or if at any meeting the chairman is not present within five (5) minutes after the time appointed for holding
the meeting, or is not willing to act as chairman, the Directors present may choose one of their number to be chairman
of the meeting.

29.8 The meetings and proceedings of any committee consisting of two (2) or more members shall be governed by

the provisions contained in these Bye-Laws for regulating the meetings and proceedings of the Board so far as the same
are applicable and are not superseded by any regulations imposed by the Board.

29.9 A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of

the Board (or by an Alternate Director, as provided for in these Bye-Laws) or by all the members of a committee for
the time being shall be as valid and effectual as a resolution passed at a meeting of the Board or, as the case may be, of
such committee duly called and constituted. Such resolution may be contained in one document or in several documents
in the like form each signed by one or more of the Directors or members of the committee concerned.

29.10 A meeting of the Board or a committee appointed by the Board may be held by means of such telephone,

electronic or other communication facilities (including, without limiting the generality of the foregoing, by telephone or
by video conferencing) as permit all persons participating in the meeting to communicate with each other simultaneously
and instantaneously and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting
shall be deemed to take place where the largest group of those Directors participating in the meeting are physically
assembled, or, if there is no such group, where the chairman of the meeting then is.

29.11 All acts done by the Board or by any committee or by any person acting as a Director or member of a committee

or any person duly authorised by the Board or any committee shall, notwithstanding that it is afterwards discovered that
there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid
or that they or any of them were disqualified or had vacated their office, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a Director, member of such committee or person so authorised.

29.12 If the Company has elected to have a sole Director, the provisions contained in this Bye-Law for meetings of

the Directors do not apply and such sole Director has full power to represent and act for the Company in all matters as
are not by the Companies Acts, its memorandum or the Bye-Laws required to be exercised by the Shareholders. In lieu
of minutes of a meeting, the sole Director shall record in writing and sign a note or memorandum of all matters requiring
a resolution of Directors. Such a note or memorandum constitutes sufficient evidence of such resolution for all purposes.

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Officers

30. Officers.
30.1 The Officers of the Company, who may or may not be Directors, may be appointed by the Board at any time.

Any person appointed pursuant to this Bye-Law shall hold office for such period and upon such terms as the Board may
determine and the Board may revoke or terminate any such appointment. Any such revocation or termination shall be
without prejudice to any claim for damages that such Officer may have against the Company or the Company may have
against such Officer for any breach of any contract of service between him and the Company which may be involved in
such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of
the Officers of the Company shall be such (if any) as are determined from time to time by the Board.

30.2 The provisions of these Bye-Laws as to resignation and disqualification of Directors shall mutatis mutandis apply

to the resignation and disqualification of Officers.

Minutes

31. Minutes.
31.1 The Board shall cause minutes to be made and books kept for the purpose of recording:
(a) all appointments of Officers made by the Board;
(b) the names of the Directors and other persons (if any) present at each meeting of the Board and of any committee;

and

and of committees appointed by the Board or the Shareholders.

31.2 Shareholders shall only be entitled to see the register of Directors and Officers, the Register, the financial infor-

mation provided for in Bye-Law 38.3 and the minutes of meetings of the Shareholders of the Company.

Secretary and resident representative

32. Secretary and resident representative.
32.1 The Secretary (including one or more deputy or assistant secretaries) and, if required, the Resident Represen-

tative, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any
Secretary and Resident Representative so appointed may be removed by the Board. The duties of the Secretary and the
duties of the Resident Representative shall be those prescribed by the Companies Acts together with such other duties
as shall from time to time be prescribed by the Board.

32.2 A provision of the Companies Acts or these Bye-Laws requiring or authorising a thing to be done by or to a

Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and
as, or in the place of, the Secretary.

The seal

33. The seal.
33.1 The Board may authorise the production of a common seal of the Company and one or more duplicate common

seals of the Company, which shall consist of a circular device with the name of the Company around the outer margin
thereof and the country and year of registration in Bermuda across the centre thereof.

33.2 Any document required to be under seal or executed as a deed on behalf of the Company may be:
(a) executed under the Seal in accordance with these Bye-Laws; or
(b) signed or executed by any person authorised by the Board for that purpose, without the use of the Seal.
33.3 The Board shall provide for the custody of every Seal. A Seal shall only be used by authority of the Board or of

a committee constituted by the Board. Subject to these Bye-Laws, any instrument to which a Seal is affixed shall be attested
by the signature of:

(a) a Director; or
(b) the Secretary; or
(c) any one person authorised by the Board for that purpose.

Dividends and other payments

34. Dividends and other payments.
34.1 The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the

Shareholders according to their rights and interests, including such interim dividends as appear to the Board to be justified
by the position of the Company. The Board, in its discretion, may determine that any dividend shall be paid in cash or
shall be satisfied, subject to Bye-Law 36, in paying up in full shares in the Company to be issued to the Shareholders
credited as fully paid or partly paid or partly in one way and partly the other. The Board may also pay any fixed cash
dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the
Company, in the opinion of the Board, justifies such payment.

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34.2 Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:
(a) all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid

up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of
calls may be treated for the purpose of this Bye-Law as paid-up on the share;

(b) dividends or distributions out of contributed surplus may be apportioned and paid pro rata according to the amounts

paid-up on the shares during any portion or portions of the period in respect of which the dividend or distribution is
paid.

34.3 The Board may deduct from any dividend, distribution or other monies payable to a Shareholder by the Company

on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or
otherwise in respect of shares of the Company.

34.4 No dividend, distribution or other monies payable by the Company on or in respect of any share shall bear interest

against the Company.

34.5 Any dividend, distribution or interest, or part thereof payable in cash, or any other sum payable in cash to the

holder of shares may be paid by cheque or warrant sent through the post or by courier addressed to the holder at his
address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register
in respect of the shares at his registered address as appearing in the Register or addressed to such person at such address
as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders
otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder
whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the
cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company. Any one of two
(2) or more joint holders may give effectual receipts for any dividends, distributions or other monies payable or property
distributable in respect of the shares held by such joint holders.

34.6 Any dividend or distribution out of contributed surplus unclaimed for a period of six (6) years from the date of

declaration of such dividend or distribution shall be forfeited and shall revert to the Company and the payment by the
Board of any unclaimed dividend, distribution, interest or other sum payable on or in respect of the share into a separate
account shall not constitute the Company a trustee in respect thereof.

34.7 The Board may also, in addition to its other powers, direct payment or satisfaction of any dividend or distribution

out of contributed surplus wholly or in part by the distribution of specific assets, and in particular of paid-up shares or
debentures of any other company, and where any difficulty arises in regard to such distribution or dividend, the Board
may settle it as it thinks expedient, and in particular, may authorise any person to sell and transfer any fractions or may
ignore fractions altogether, and may fix the value for distribution or dividend purposes of any such specific assets and
may determine that cash payments shall be made to any Shareholders upon the footing of the values so fixed in order to
secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Board,
provided that such dividend or distribution may not be satisfied by the distribution of any partly paid shares or debentures
of any company without the sanction of a Resolution.

35. Reserves. The Board may, before declaring any dividend or distribution out of contributed surplus, set aside such

sums as it thinks proper as reserves which shall, at the discretion of the Board, be applicable for any purpose of the
Company and pending such application may, also at such discretion, either be employed in the business of the Company
or be invested in such investments as the Board may from time to time think fit. The Board may also without placing the
same to reserve carry forward any sums which it may think it prudent not to distribute.

Capitalisation of profits

36. Capitalisation of profits.
36.1 The Board may from time to time resolve to capitalise all or any part of any amount for the time being standing

to the credit of any reserve or fund which is available for distribution or to the credit of any share premium account and
accordingly that such amount be set free for distribution amongst the Shareholders or any class of Shareholders who
would be entitled thereto if distributed by way of dividend and in the same proportions, on the footing that the same be
not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the
Company held by such Shareholders respectively or in payment up in full of unissued shares, debentures or other obli-
gations of the Company, to be allotted and distributed credited as fully paid amongst such Shareholders, or partly in one
way and partly in the other, provided that for the purpose of this Bye-Law, a share premium account may be applied only
in paying up of unissued shares to be issued to such Shareholders credited as fully paid.

36.2 Where any difficulty arises in regard to any distribution under this Bye-Law, the Board may settle the same as it

thinks expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the
distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions
altogether, and may determine that cash payments should be made to any Shareholders in order to adjust the rights of
all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons
entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment
shall be effective and binding upon the Shareholders.

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Record dates

37. Record dates. Notwithstanding any other provisions of these Bye-Laws, the Company may by Resolution or the

Board may fix any date as the record date for any dividend, distribution, allotment or issue and for the purpose of
identifying the persons entitled to receive notices of any general meeting and to vote at any general meeting. Any such
record date may be on or at any time before or after any date on which such dividend, distribution, allotment or issue
is declared, paid or made or such notice is despatched.

Accounting records

38. Accounting records.
38.1 The Board shall cause to be kept accounting records sufficient to give a true and fair view of the state of the

Company's affairs and to show and explain its transactions, in accordance with the Companies Acts.

38.2 The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks

fit, and shall at all times be open to inspection by the Directors, PROVIDED that if the records of account are kept at
some place outside Bermuda, there shall be kept at an office of the Company in Bermuda such records as will enable the
Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three (3) month
period. No Shareholder (other than an Officer of the Company) shall have any right to inspect any accounting record or
book or document of the Company except as conferred by law or authorised by the Board or by Resolution.

38.3 A copy of every balance sheet and statement of income and expenditure, including every document required by

law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the
Auditors' report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies
Acts.

Audit

39. Audit. Save and to the extent that an audit is waived in the manner permitted by the Companies Acts, Auditors

shall be appointed and their duties regulated in accordance with the Companies Acts, any other applicable law and such
requirements not inconsistent with the Companies Acts as the Board may from time to time determine.

Service of notices and other documents

40. Service of notices and other documents.
40.1 Any notice or other document (including but not limited to a share certificate, any notice of a general meeting

of the Company, any instrument of proxy and any document to be sent in accordance with Bye-Law 38.3) may be sent
to, served on or delivered to any Shareholder by the Company

(a) personally;
(b) by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Shareholder at

his address as appearing in the Register;

(c) by sending it by courier to or leaving it at the Shareholder’s address appearing in the Register;
(d) where applicable, by sending it by e-mail or facsimile or other mode of representing or reproducing words in a

legible and non-transitory form or by sending an electronic record of it by electronic means, in each case to an address
or number supplied by such Shareholder for the purposes of communication in such manner; or

(e) by publication of an electronic record of it on a website and notification of such publication (which shall include

the address of the website, the place on the website where the document may be found, and how the document may be
accessed on the website) by any of the methods set out in paragraphs (a), (b), (c) or (d) of this Bye-Law, in accordance
with the Companies Acts.

In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint

holders shall for all purposes be deemed as sufficient service on or delivery to all the joint holders.

40.2 Any notice or other document shall be deemed to have been served on or delivered to any Shareholder by the

Company

(a) if sent by personal delivery, at the time of delivery;
(b) if sent by post, forty-eight (48) hours after it was put in the post;
(c) if sent by courier or facsimile, twenty-four (24) hours after sending;
(d) if sent by e-mail or other mode of representing or reproducing words in a legible and non-transitory form or as

an electronic record by electronic means, twelve (12) hours after sending; or

(e) if published as an electronic record on a website, at the time that the notification of such publication shall be deemed

to have been delivered to such Shareholder,

and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly

addressed and stamped and put in the post, published on a website in accordance with the Companies Acts and the
provisions of these Bye-Laws, or sent by courier, facsimile, e-mail or as an electronic record by electronic means, as the
case may be, in accordance with these Bye-Laws.

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Each Shareholder and each person becoming a Shareholder subsequent to the adoption of these Bye-Laws, by virtue

of its holding or its acquisition and continued holding of a share, as applicable, shall be deemed to have acknowledged and
agreed that any notice or other document (excluding a share certificate) may be provided by the Company by way of
accessing them on a website instead of being provided by other means.

40.3 Any notice or other document delivered, sent or given to a Shareholder in any manner permitted by these Bye-

Laws shall, notwithstanding that such Shareholder is then dead or bankrupt or that any other event has occurred, and
whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served
or delivered in respect of any share registered in the name of such Shareholder as sole or joint holder unless his name
shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder
of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice
or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

40.4 Save as otherwise provided, the provisions of these Bye-Laws as to service of notices and other documents on

Shareholders shall mutatis mutandis apply to service or delivery of notices and other documents to the Company or any
Director, Alternate Director or Resident Representative pursuant to these Bye-Laws.

Winding up

41. Winding up. If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company

and any other sanction required by the Companies Acts, divide amongst the Shareholders in specie or kind the whole or
any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such
purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with
the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories
as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any shares
or other assets upon which there is any liability.

Indemnity

42. Indemnity.
42.1 Subject to the proviso below, every Indemnified Person shall be indemnified and held harmless out of the assets

of the Company against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort
and statute or any applicable foreign law or regulation and all reasonable legal and other costs including defence costs
incurred in defending any legal proceedings whether civil or criminal and expenses properly payable) incurred or suffered
by him by or by reason of any act done, conceived in or omitted in the conduct of the Company’s business or in the
discharge of his duties and the indemnity contained in this Bye-Law shall extend to any Indemnified Person acting in any
office or trust in the reasonable belief that he has been appointed or elected to such office or trust notwithstanding any
defect in such appointment or election PROVIDED ALWAYS that the indemnity contained in this Bye-Law shall not
extend to any matter which would render it void pursuant to the Companies Acts.

42.2 No Indemnified Person shall be liable to the Company for the acts, defaults or omissions of any other Indemnified

Person.

42.3 To the extent that any Indemnified Person is entitled to claim an indemnity pursuant to these Bye-Laws in respect

of amounts paid or discharged by him, the relevant indemnity shall take effect as an obligation of the Company to reimburse
the person making such payment or effecting such discharge.

42.4 Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time have,

whether individually or by or in the right of the Company, against any Indemnified Person on account of any action taken
by such Indemnified Person or the failure of such Indemnified Person to take any action in the performance of his duties
with or for the Company PROVIDED HOWEVER that such waiver shall not apply to any claims or rights of action arising
out of the fraud of such Indemnified Person or to recover any gain, personal profit or advantage to which such Indemnified
Person is not legally entitled.

42.5 The Company shall advance moneys to any Indemnified Person for the costs, charges, and expenses incurred by

the Indemnified Person in defending any civil or criminal proceedings against them, on condition and receipt of an un-
dertaking in a form satisfactory to the Company that the Indemnified Person shall repay such portion of the advance
attributable to any claim of fraud or dishonesty if such a claim is proved against the Indemnified Person.

42.6 The advance of moneys shall not be paid unless the advance is duly authorised upon a determination that the

indemnification of the Indemnified Person was appropriate because the Indemnified Person has met the standard of
conduct which entitles the Indemnified Person to indemnification and further the determination referred to above must
be made by a majority vote of the Board at a meeting duly constituted by a quorum of Directors not party to the
proceedings in respect of which the indemnification is, or would be, claimed; or, in the case such meeting cannot be
constituted by lack of disinterested quorum, by an independent third party; or, alternatively, by a majority vote of the
Shareholders.

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Amalgamation and merger

43. Amalgamation and merger. Any resolution proposed for consideration at any general meeting to approve the

amalgamation or merger of the Company with any other company, wherever incorporated, shall require the approval of
a simple majority of votes cast at such meeting and the quorum for such meeting shall be that required in Bye-Law 19.1
and a poll may be demanded in respect of such resolution in accordance with the provisions of Bye-Law 20.2.

Continuation

44. Continuation. Subject to the Companies Acts, the Board may approve the discontinuation of the Company in

Bermuda and the continuation of the Company in a jurisdiction outside Bermuda. The Board, having resolved to approve
the discontinuation of the Company, may further resolve not to proceed with any application to discontinue the Company
in Bermuda or may vary such application as it sees fit.

Alteration of bye-laws

45. Alteration of bye-laws. These Bye-Laws may be amended from time to time by resolution of the Board, but subject

to approval by Resolution.

Third resolution

It was decided to acknowledge and accept upon the Effective Date the resignation of the current managers of the

Company as of the Effective Date and to grant discharge to the managers for the performance of their duties until the
Effective Date.

Fourth resolution

It was decided to appoint, in compliance with Bermuda law and upon the Effective Date, a sole director namely Mr

Ronald Cami, as well as officers namely Mr Clive Denis Bode, Mr David Bonderman, Mr Ronald Cami, Mr James George
Coulter, Mr David Craig Reintjes, Mr John Edward Viola, Mr Steven Andrew Willmann and Appleby Services (Bermuda)
Ltd. as secretary of the Company in compliance with the laws of Bermuda until the next annual general meeting of the
Company or until the appointment is terminated in accordance with the Bye-Laws of the Company.

Fifth resolution

It as decided to instruct any member of the board of managers of the Company in office at the relevant time and to

any authorised signatory of Appleby (Bermuda) Limited (each an “Attorney”), each of them acting individually, with full
power of substitution, to take the appropriate steps, accomplish all necessary formalities and sign any documents required
under Bermuda law and apply on the Company’s behalf, to the Bermuda Registrar of Companies and the Bermuda
Monetary Authority for approval of the Migration in Bermuda and to instruct any Attorney, each of them acting indivi-
dually, with full power of substitution, to take all actions and do such things as are necessary for the resolutions to be
adopted on the above agenda items to be implemented (including, where appropriate, amendments that could be made
to the Constitutional Documents in the form attached to the proxy), and to execute any such document (including any
notarial deeds) required under the above resolutions and in particular to render the Migration effective and enforceable
towards third parties including to have the registration with the Bermuda Registrar of Companies in Hamilton, Bermuda
and the occurrence of the Effective Date duly acknowledged in front of a public notary of his choice in Luxembourg, if
required.

Estimate of costs

The expenses, costs, fees and charges of any kind which will have to be borne by the Company are estimated at

approximately Euro 3,000.-.

Whereof the present deed was drawn up in Luxembourg-City, on the day named at the beginning of this document.
The document having been read to the person appearing, who requested that the deed should be documented in the

English language, the said person appearing signed the present original deed together with us, the Notary, having personal
knowledge of the English language.

The present deed, worded in English except for part of the second resolution, is followed by a translation into French.

In case of divergences between the English and the French text, the English version will prevail.

Suit la traduction française du texte qui précède:

L’an deux mille quatorze, le quinze juillet.
Par-devant Maître Henri Hellinckx, notaire de résidence à Luxembourg (Grand-Duché de Luxembourg).

A comparu,

en vertu d’une procuration datée du 11 juillet 2014 (laquelle restera annexée au présent acte), Me Maryline Esteves,

maître en droit, demeurant professionnellement au Grand-Duché de Luxembourg, pour le compte de TPG VI Wolverine,
LP, une limited partnership régie par les lois des Îles Caïmans, dont le siège social est situé à c/o Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Îles Caïmans, immatriculée auprès du registre des Îles

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Caïmans sous le numéro MC-74092, étant l’associé unique (l’«Associé Unique») de Wolverine Holdings, S.à r.l., une
société à responsabilité limitée de droit luxembourgeois, dont le siège social est situé au 5, rue Eugène Ruppert, L- 2453
Luxembourg, immatriculée auprès du Registre de Commerce et des Sociétés à Luxembourg sous le numéro B 184784,
constituée le 12 février 2014 en tant que société à responsabilité limitée par acte du notaire soussigné, publié au Mémorial
C, Recueil des Sociétés et Associations (le «Mémorial C»), numéro 1120 du 3 mai 2014 (la «Société»).

Les statuts de la Société ont été modifiés pour la dernière fois le 14 mars 2014 par acte du notaire soussigné, publié

au Mémorial C, numéro 1422 du 3 juin 2014.

La personne comparante a déclaré et requis le notaire d’acter que:
I. L’Associé Unique détient l’ensemble des un million deux cent cinquante mille (1.250.000) parts sociales émises de

la Société, de sorte que des décisions peuvent être prises sur l’ensemble des points portés à l’ordre du jour.

II. Les points sur lesquels des résolutions doivent être adoptées sont les suivants:
1. Transfert du siège social, de l’administration centrale et du centre des intérêts principaux de la Société de Luxem-

bourg aux Bermudes et par conséquent, changement de nationalité de la Société, la migration et le changement de
nationalité de la Société prenant effet à compter de l’immatriculation de la Société auprès du Registrar of Companies à
Hamilton, Bermudes (la «Date de Prise d’Effet»), et reconnaissance que, par conséquent, la Société deviendra à compter
de la Date de Prise d’Effet une exempted limited liability company régie par le droit bermudien et soumise à celui-ci en
continuation de son existence juridique et sans liquidation (la «Migration»);

2. À la Date de Prise d’Effet, changement de la dénomination sociale de la Société en «TWG Holdings Limited» et

transformation de la Société en une exempted limited liability company bermudienne en vertu du droit bermudien et
adoption des documents constitutifs suivants conformément au droit bermudien sous la forme annexée à la procuration
donnée par l’Associé Unique (les «Documents Constitutifs») au lieu des statuts existants de la Société:

i. Memorandum of Continuance (mémorandum de continuation) qui comprend le changement du capital social de la

Société qui est actuellement 12.500 euros divisé en 1.250.000 parts sociales de 0,01 EUR chacune à 100 USD divisé en
100 parts sociales de 1 USD chacune; et

ii. Statuts
3. Acquiescement et acceptation de la démission des gérants actuels de la Société à la Date de Prise d’Effet et décharge

pour l’exécution de leur mandat jusqu'à la Date de Prise d’Effet;

4. À la Date de Prise d’Effet, nomination de l’administrateur unique de la Société, soit M. Ronald Cami, ainsi que de

dirigeants, à savoir M. Clive Denis Bode, M. David Bonderman, M. Ronald Cami, M. James George Coulter, M. David
Craig Reintjes, M. John Edward Viola, M. Steven Andrew Willmann et Appleby Services (Bermuda) Ltd. en tant que
secrétaire de la Société conformément au droit bermudien jusqu'à la prochaine assemblée générale annuelle de la Société
ou jusqu'à ce qu'il soit mis fin à la nomination conformément aux Statuts de la Société;

5. Instruction donnée à tout membre du conseil de gérance de la Société en fonction au moment opportun et à tout

signataire autorisé d’Appleby (Bermuda) Limited (chacun, un «Mandataire»), chacun d’eux agissant individuellement, avec
pleins pouvoirs de substitution, de prendre les mesures opportunes, réaliser toutes les formalités nécessaires et signer
tous les documents requis sous le droit bermudien et demander au nom de la Société, au Registrar of Companies des
Bermudes et au Bermuda Monetary Authority l’approbation de la Migration et instruction donnée à tout Mandataire,
chacun d’eux agissant individuellement, avec pleins pouvoirs de substitution, de prendre toutes les mesures nécessaires
pour que les résolutions soient adoptées sur les points de l’ordre du jour ci-dessus à mettre en oeuvre (y compris, s’il y
a lieu, les modifications qui pourraient être apportées aux Documents Constitutifs sous la forme annexée à la procuration),
et de signer tous les documents (y compris tout acte notarié) requis au titre des résolutions ci-dessus et notamment de
rendre la Migration effective et opposable aux tiers, y compris de faire dûment reconnaître devant un notaire de son
choix au Luxembourg, s’il y a lieu, la survenance de la Date de Prise d’Effet.

6. Divers.
III. La Migration envisagée sans liquidation préalable peut être valablement adoptée en vertu des lois de ce pays à

condition que la migration soit acceptée par la loi du pays de destination. Selon les conseils obtenus des avocats bermu-
diens, le droit bermudien accepte effectivement cette migration.

À la suite de quoi, les décisions suivantes ont été prises:

Première résolution

Il a été décidé de transférer le siège social, l’administration centrale et le centre des intérêts principaux de la Société

du 5, rue Eugène Ruppert, L-2453 Luxembourg, Grand-Duché de Luxembourg aux Bermudes, Canon’s Court, 22 Victoria
Street, Hamilton HM 12, Bermudes et par conséquent, de changer la nationalité de la Société, la migration et le changement
de nationalité de la Société prenant effet à compter de l’immatriculation de la Société auprès du Registrar of Companies
à Hamilton, Bermudes (la «Date de Prise d’Effet»).

Il a été reconnu qu'en raison de la migration, la Société deviendra, à compter de la Date de Prise d’Effet, une exempted

limited liability company régie par le droit bermudien et soumise à celui-ci en continuation de son existence juridique et
sans liquidation (la «Migration»). Par conséquent, entre autres choses, l’exercice comptable actuel de la Société ayant
débuté le 12 février 2014 se terminera régulièrement le 31 décembre 2014.

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Le transfert de siège social de la Société aux Bermudes n’entraînera pas, que ce soit d’un point de vue fiscal ou légal,

la formation d’une nouvelle société, ni ne préjudiciera ou n’affectera la continuité de la Société. La présente résolution
est prise conformément au droit bermudien.

Le notaire soussigné déclare n’avoir aucune connaissance du droit bermudien et n’assume aucune responsabilité quelle

qu'elle soit concernant la faisabilité juridique ou pratique de la présente opération, ou ses effets en vertu du droit ber-
mudien.

Deuxième résolution

Il a été décidé qu'à la Date de Prise d’Effet, la Société changera sa dénomination sociale en «TWG Holdings Limited»

et se transformera en une exempted limited liability company bermudienne en vertu du droit bermudien et sera régie
par les Documents Constitutifs sous la forme annexée à la procuration donnée par l’Associé Unique en conformité avec
le droit bermudien (étant entendu que les formalités prévues par le droit bermudien afin d’adopter les Documents
Constitutifs seront réalisées):

respectively held by them.

in all, including the following parcels:-

Not applicable
The Company shall not have power to hold land situated in Bermuda.
5. Details of Incorporation: The Company was incorporated in Luxembourg on 12 February 2014 under the name

“Wolverine Holdings S.ar.l”.

6. The objects of the Company from the date of continuance are unrestricted and the Company has the capacity rights,

powers and privileges:

(i) of a natural person;
(ii) subject to the provisions of Section 42 of the Companies Act 1981, to issue preference shares which at the option

of the holders thereof are to be liable to be redeemed;

(v) to purchase its own shares in accordance with the provisions of Section 42A of the Companies Act 1981; and
(vi) to acquire its own shares to be held as treasury shares in accordance with the provisions of Section 42B of the

Companies Act 1981.

BYE-LAWS OF TWG HOLDINGS LIMITED

Interpretation

as provided for in the Companies Acts and in these Bye-Laws or the Directors present at a meeting of Directors at which
there is a quorum;

Companies Acts: means every Bermuda statute from time to time in force concerning companies insofar as the same

applies to the Company;

Company: means TWG Holdings Limited, a company incorporated in Luxembourg on 12 February 2014 under the

name “Wolverine Holdings S.à.r.l” and continued into Bermuda on 15 July 2014.

Director: means such person or persons appointed or elected to the Board from time to time pursuant to these Bye-

Laws and includes an Alternate Director;

Indemnified Person: means any Director, Officer, Resident Representative, member of a committee duly constituted

under these Bye-Laws and any liquidator, manager or trustee for the time being acting in relation to the affairs of the
Company, and his heirs, executors and administrators;

shall from time to time determine;

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Resident Representative: means (if any) the individual or the company appointed to perform the duties of resident

representative set out in the Companies Acts and includes any assistant or deputy Resident Representative appointed by
the Board to perform any of the duties of the Resident Representative;

Resolution: means a resolution of the Shareholders passed in a general meeting or, where required, of a separate class

or separate classes of shareholders passed in a separate general meeting or in either case adopted by resolution in writing,
in accordance with the provisions of these Bye-Laws;

and includes a temporary or assistant or deputy Secretary;

share: means share in the capital of the Company and includes a fraction of a share;
Shareholder: means a shareholder or member of the Company provided that for the purposes of Bye-Law 42 it shall

also include any holder of notes, debentures or bonds issued by the Company;

these Bye-Laws: means these Bye-Laws in their present form.
1.2 For the purposes of these Bye-Laws, a corporation which is a shareholder shall be deemed to be present in person

at a general meeting if, in accordance with the Companies Acts, its authorised representative is present.

1.3 For the purposes of these Bye-Laws, a corporation which is a Director shall be deemed to be present in person

corporate or not.

thereof are adopted shall bear the same meaning in these Bye-Laws or such part (as the case may be).

Registered office

2. Registered office. The Registered Office shall be at such place in Bermuda as the Board shall from time to time

appoint.

Shares and share rights

3. Share rights.
3.1 Subject to any special rights conferred on the holders of any share or class of shares, any share in the Company

3.2 Subject to the Companies Acts, any preference shares may, with the sanction of a resolution of the Board, be

issued on terms:

of the holder.

The terms and manner of redemption shall be provided for in such resolution of the Board and shall be attached to

but shall not form part of these Bye-Laws.

3.3 The Board may, at its discretion and without the sanction of a Resolution, authorise the purchase by the Company

of its own shares upon such terms as the Board may in its discretion determine, provided always that such purchase is
effected in accordance with the provisions of the Companies Acts.

3.4 The Board may, at its discretion and without the sanction of a Resolution, authorise the acquisition by the Company

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U X E M B O U R G

4. Modification of rights.
4.1 Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares

4.2 The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly

provided in the rights attaching to or the terms of issue of such shares, be deemed to be altered by the creation or issue
of further shares ranking pari passu therewith.

5. Shares.
5.1 Subject to the provisions of these Bye-Laws, the unissued shares of the Company (whether forming part of the

5.2 Subject to the provisions of these Bye-Laws, any shares of the Company held by the Company as treasury shares

shall be at the disposal of the Board, which may hold all or any of the shares, dispose of or transfer all or any of the shares
for cash or other consideration, or cancel all or any of the shares.

5.3 The Board may in connection with the issue of any shares exercise all powers of paying commission and brokerage

conferred or permitted by law.

5.4 Except as ordered by a court of competent jurisdiction or as required by law, no person shall be recognised by

6. Certificates.
6.1 The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon

6.2 If a share certificate is defaced, lost or destroyed, it may be replaced without fee but on such terms (if any) as to

6.3 All certificates for share or loan capital or other securities of the Company (other than letters of allotment, scrip

7. Lien.
7.1 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies,

7.2 The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien but

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7.3 The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment

or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any
residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale)
be paid to the person who was the holder of the share immediately before such sale. For giving effect to any such sale,
the Board may authorise some person to transfer the share sold to the purchaser thereof. The purchaser shall be reg-
istered as the holder of the share and he shall not be bound to see to the application of the purchase money, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.