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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° 3660

2 décembre 2014

SOMMAIRE

Atalaya Luxco Topco . . . . . . . . . . . . . . . . . . .

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Atalaya Luxco Topco, Société en Commandite par Actions.

Capital social: EUR 43.746,53.

Siège social: L-1748 Luxembourg-Findel, 4, rue Lou Hemmer.

R.C.S. Luxembourg B 173.107.

In the year two thousand and fourteen, on the third day of October,
Before Maître Francis Kesseler, notary, residing in Esch-sur-Alzette (Grand Duchy of Luxembourg),

was held

the extraordinary general meeting (the “Meeting”) of the shareholders of Atalaya Luxco Topco, a société en com-

mandite par actions incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered
office at 4, rue Lou Hemmer, L-1748 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade
and companies' register with number B 173.107 (the “Company”), incorporated pursuant to a deed of Maître Henri
Hellinckx, notary residing in Luxembourg, Grand Duchy of Luxembourg, on 27 November 2012, published in the Mémorial
C, Recueil des Sociétés et Associations number 3004 on 12 December 2012. The articles of incorporation of the Company
were last amended pursuant to a deed of Maître Henri Hellinckx on 17 April 2014, published in the Mémorial C, Recueil
des Sociétés et Associations number 1899.

The Meeting is chaired by Mrs Fanny Kindler, lawyer, with professional address in Luxembourg (the “Chairman”).
The Chairman appoints Claire Filliatre, maître en droit, with professional address in Luxembourg, as secretary of the

Meeting (the “Secretary”).

The Meeting elects Claire Filliatre, maître en droit, with professional address in Luxembourg, as scrutineer of the

Meeting (the “Scrutineer”).

(The Chairman, the Secretary and the Scrutineer are collectively referred to as the “Board of the Meeting”).
All the shareholders are present or represented at the Meeting and the number of shares they hold are indicated on

an attendance list which will remain attached to the present deed after having been signed by the appearing parties and
the notary.

The proxies of the shareholders represented at the present Meeting will also remain attached to the present deed

and signed by all the parties.

The Board of the Meeting having thus been constituted, the Chairman declares and requests the notary to record that:
I. 100% of the share capital of the Company, is duly represented at this Meeting which is consequently regularly

constituted and may deliberate upon the items on the agenda, hereinafter reproduced;

II. the agenda of the Meeting is as follows:
1. Decision to reduce the nominal value of the shares from one cent (EUR 0.01) to two tenths of a euro cent (EUR

0.002);

2. Decision to reduce the Company's share capital by an amount of EUR 174,986.128 from its current amount of EUR

218,732.66 down to EUR 43,746.532 through the redemption and cancellation of shares on a pro rata basis among the
shareholders in order to allow the creation of distributable reserves of the Company;

3. Subsequent decision to amend and restate the articles of association of the Company (without amending the cor-

porate purpose of the Company);

4. Decision to further reduce the Company's share capital by an amount of two thousand, seven hundred and eighty-

three point one five two euro (EUR 2,783.152) from its current amount of EUR 43,746.532 down to forty thousand, nine
hundred and sixty-three point three eight euro (EUR 40,963.38) through the redemption and cancellation of all of the
class A1, A2, B1, B2, B3, D, and E shares held by Atalaya Management (Gibco) Limited and the subsequent elimination of
the class B1, B2, B3, D, and E shares from the Company's share capital; and

5. Subsequent decision to amend and restate the articles of association of the Company (without amending the cor-

porate purpose of the Company).

III. The shareholders of the Company present or represented have perfect knowledge of the agenda of the Meeting

which has been communicated to them previously.

The Meeting, after deliberation, unanimously passed the following resolutions:

First Resolution

The Meeting resolves to reduce the nominal value of each share of the Company from one cent (EUR 0.01) to two

tenths of a euro cent (EUR 0.002).

Second Resolution

The Meeting resolves to reduce the Company's share capital by an aggregate amount of one hundred and seventy-

four thousand, nine hundred and eighty-six point one two eight euro (EUR 174,986.128) from its current amount of two
hundred and eighteen thousand, seven hundred and thirty-two point six six euro (EUR 218,732.66) down to forty-three

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U X E M B O U R G

thousand, seven hundred and forty-six point five three two euro (EUR 43,746.532) through the redemption and cancel-
lation of the following shares on a pro rata basis among the shareholders:

- forty million, five hundred and fifteen thousand, one hundred and fifty-two (40,515,152) class A1 shares;
- forty million, five hundred and fifteen thousand, one hundred and fifty-two (40,515,152) class A2 shares;
- six hundred and twenty thousand, nine hundred and forty-eight (620,948) class B1 shares;
- six hundred and twenty thousand, nine hundred and forty-eight (620,948) class B2 shares;
- six hundred and twenty thousand, nine hundred and forty-eight (620,948) class B3 shares;
- nine hundred and sixty-three thousand, one hundred and eighty (963,180) class C1 shares;
- nine hundred and sixty-three thousand, one hundred and eighty (963,180) class C2 shares;
- one million, nine hundred and ninety-three thousand, two hundred and sixty-four (1,993,264) class D shares;
- six hundred and seventy-nine thousand, eight hundred and ninety-two (679,892) class E shares; and
- four hundred (400) management shares;
having a par value of two tenths of a euro cent (EUR 0.002) each.
An amount of one hundred and seventy-four thousand, nine hundred and eighty-six point one two eight euro (EUR

174,986.128) resulting from the capital reduction shall be allocated to the Capital Contribution account of the Company
(account 115 “compte des apports en capitaux propres non rémunérés par des titres“ of the Luxembourg Standard Chart
of Accounts).

Third Resolution

The Meeting resolves to amend the articles of association of the Company (without amending the corporate purpose

of the Company) so as to read as follows:

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

Art. 1. Name. There exists a company in the form of a société en commandite par actions under the name of Atalaya

Luxco Topco (the "Company") which shall be governed by the law of August 10, 1915 concerning commercial companies,
as amended (the "Law"), by any Securityholders Agreement and by the present articles of association.

Art. 2. Registered Office. The registered office of the Company is established in the municipality of Luxembourg, Grand

Duchy of Luxembourg. Within the same municipality, the registered office of the Company may be transferred by reso-
lution of the Manager. Branches, subsidiaries or other offices may be established either in the Grand Duchy of Luxembourg
or abroad by resolution of the Manager.

In the event that the Manager determines that extraordinary political or military events have occurred or are imminent,

which would interfere with the normal activities of the Company at its registered office or with the communication
between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete
cessation of these abnormal circumstances; such provisional measures shall have no effect on the nationality of the
Company which, notwithstanding such temporary transfer, shall remain a Luxembourg company.

Art. 3. Duration. The Company is established for an unlimited period of time.

Art. 4. Purpose. The purpose of the Company is the holding of participations in any form whatsoever in Luxembourg

and foreign companies and in any other form of investment, the acquisition by purchase, subscription or in any other
manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management,
control and development of its portfolio.

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

a direct or indirect participation or right of any kind or which form part of the same group of companies as the Company.

The Company may, raise funds especially through borrowing in any form or by issuing any kind of notes, securities or

debt instruments, bonds and debentures and generally issue securities of any type.

The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which

it considers useful for the accomplishment of these purposes.

Art. 5. Shareholders Liability. The Manager is jointly and severally liable for all liabilities which cannot be paid out of

the assets of the Company. The other shareholders (for the avoidance of doubt, not including the Manager), being the
holder(s) of Shares (other than the Manager Shares) shall refrain from acting on behalf of the Company in any manner or
capacity other than by exercising their rights as shareholders in general meetings and shall only be liable to the extent of
their contributions to the Company.

Chapter II. - Share capital, Shares

Art. 6. Corporate Capital.
6.1. Subscribed Capital.
The subscribed capital of the Company is set at forty-three thousand seven hundred and forty-six euro and fifty-three

cents (EUR 43,746.53) represented by fully paid-up shares, consisting of:

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(a) ten million one hundred and twenty-eight thousand seven hundred and eighty-eight (10,128,788) Class A1 Shares

with a nominal value of two tenths of a euro cent (EUR 0.002) each;

(b) ten million one hundred and twenty-eight thousand seven hundred and eighty-eight (10,128,788) Class A2 Shares

with a nominal value of two tenths of a euro cent (EUR 0.002) each;

of two tenths of a euro cent (EUR 0.002) each;

(d) one hundred and fifty-five thousand two hundred and thirty-seven (155,237) Class B2 Shares with a nominal value

of two tenths of a euro cent (EUR 0.002) each;

(e) one hundred and fifty-five thousand two hundred and thirty-seven (155,237) Class B3 Shares with a nominal value

of two tenths of a euro cent (EUR 0.002) each;

(f) two hundred and forty thousand seven hundred and ninety-five (240,795) Class C1 Shares with a nominal value of

two tenths of a euro cent (EUR 0.002) each;

(g) two hundred and forty thousand seven hundred and ninety-five (240,795) Class C2 Shares with a nominal value of

two tenths of a euro cent (EUR 0.002) each;

(h) four hundred and ninety-eight thousand three hundred and sixteen (498,316) Class D Shares with a nominal value

of two tenths of a euro cent (EUR 0.002) each;

(i) one hundred and sixty-nine thousand nine hundred and seventy-three (169,973) Class E Shares with a nominal value

of two tenths of a euro cent (EUR 0.002) each; and

(j) one hundred (100) Manager Shares with a nominal value of two tenths of a euro cent (EUR 0.002) each.
6.2. The Class A1 Shares.
(a) Description. All Class A1 Shares shall be identical in all respects. All Class A1 Shares shall share ratably in the

payment of dividends, and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class A1 Shares.

(b) Voting Rights. Each Class A1 Share will entitle the holder thereof to one vote on all matters upon which share-

holders have the right to vote.

(c) Redemption. The Class A1 Shares may be redeemed by the Manager at any time in the following manner:
(i) the Manager shall give a Redemption Notice to the holders of Class A1 Shares specifying the date fixed for re-

demption of those shares; and

(ii) upon the date so fixed for redemption, the Manager shall, subject to any condition specified in the Redemption

Notice and Article 6.12, pay to the holders of Class A1 Shares such monies payable in respect of the redemption of such
Class A1 Shares as calculated in accordance with Article 6.13.

All Class A1 Shares purchased or otherwise acquired by the Company shall, if the Manager so directs, be retired with

the positive vote of the general meeting of shareholders held in accordance with Article 12 with the effect that the issued
number of Class A1 Shares is reduced accordingly.

6.3. The Class A2 Shares.
(a) Description. All Class A2 Shares shall be identical in all respects. All Class A2 Shares shall share ratably in the

payment of dividends, and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class A2 Shares.

(b) Voting Rights. Each Class A2 Share will entitle the holder thereof to one vote on all matters upon which share-

holders have the right to vote.

been redeemed in full (provided the Manager may redeem any Class A2 Shares that are the subject of a Call Option
Exercise Notice prior to the Class A1 Shares being redeemed in full) in the following manner:

(i) the Manager shall give a Redemption Notice to the holders of Class A2 Shares specifying the date fixed for re-

demption of those shares; and

(ii) upon the date so fixed for redemption, the Manager shall, subject to any condition specified in the Redemption

Notice and Article 6.12, pay to the holders of Class A2 Shares such monies payable in respect of the redemption of such
Class A2 Shares as calculated in accordance with Article 6.13.

All Class A2 Shares purchased or otherwise acquired by the Company shall, if the Manager so directs, be retired with

the positive vote of the general meeting of shareholders held in accordance with Article 12 with the effect that the issued
number of Class A2 Shares is reduced accordingly.

6.4. The Class B1 Shares.
(a) Description. All Class B1 Shares shall be identical in all respects. All Class B1 Shares shall share ratably in the

payment of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class B1 Shares. All Class B1 Shares purchased or otherwise acquired by the Company shall, if the Manager
so directs, be retired with the effect that the issued number of Class B1 Shares is reduced accordingly.

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(b) Voting Rights. Each Class B1 Share will entitle the holder thereof to one vote on all matters upon which shareholders

have the right to vote.

set forth in a separate agreement).

6.5. The Class B2 Shares.
(a) Description. All Class B2 Shares shall be identical in all respects. All Class B2 Shares shall share ratably in the

payment of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class B2 Shares. All Class B2 Shares purchased or otherwise acquired by the Company shall, if the Manager
so directs, be retired with the effect that the issued number of Class B2 Shares is reduced accordingly.

(b) Voting Rights. Each Class B2 Share will entitle the holder thereof to one vote on all matters upon which shareholders

have the right to vote.

set forth in a separate agreement). There shall not be a redemption of the Class B2 Shares unless and until the Class B1
Shares have been redeemed in full (provided the Manager may redeem any Class B2 Shares that are the subject of a Call
Option Exercise Notice prior to the Class B1 Shares being redeemed in full).

6.6. The Class B3 Shares.
(a) Description. All Class B3 Shares shall be identical in all respects. All Class B3 Shares shall share ratably in the

payment of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class B3 Shares. All Class B3 Shares purchased or otherwise acquired by the Company shall, if the Manager
so directs, be retired with the effect that the issued number of Class B3 Shares is reduced. accordingly

(b) Voting Rights. Each Class B3 Share will entitle the holder thereof to one vote on all matters upon which shareholders

have the right to vote.

set forth in a separate agreement). There shall not be a redemption of the Class B3 Shares unless and until the Class B2
Shares have been redeemed in full (provided the Manager may redeem any Class B3 Shares that are the subject of a Call
Option Exercise Notice prior to the Class B1 Shares and the Class B2 Shares being redeemed in full).

6.7. The Class C1 Shares.
(a) Description. All Class C1 Shares shall be identical in all respects. All Class C1 Shares shall share ratably in the

payment of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class C1 Shares. All Class C1 Shares purchased or otherwise acquired by the Company shall, if the Manager
so directs, be retired with the effect that the issued number of Class C1 Shares is reduced accordingly.

(b) Voting Rights. The Class C1 Shares will entitle the holder thereof to one vote on all matters upon which share-

holders have the right to vote.

set forth in a separate agreement).

6.8. The Class C2 Shares.
(a) Description. All Class C2 Shares shall be identical in all respects. All Class C2 Shares shall share ratably in the

payment of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Class C2 Shares. All Class C2 Shares purchased or otherwise acquired by the Company shall, if the Manager
so directs, be retired with the effect that the issued number of Class C2 Shares is reduced accordingly.

(b) Voting Rights. The Class C2 Shares will entitle the holder thereof to one vote on all matters upon which share-

holders have the right to vote.

set forth in a separate agreement). There shall not be a redemption of the Class C2 Shares unless and until the Class C1
Shares have been redeemed in full (provided the Manager may redeem any Class C2 Shares that are the subject of a Call
Option Exercise Notice prior to the Class C1 Shares being redeemed in full).

6.9. The Class D Shares.
(a) Description. All Class D Shares shall be identical in all respects. All Class D Shares shall share ratably in the payment

of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate basis to
such Class D Shares. All Class D Shares purchased or otherwise acquired by the Company shall, if the Manager so directs,
be retired with the effect that the issued number of Class D Shares is reduced accordingly.

(b) Voting Rights. The Class D Shares will entitle the holder thereof to one vote on all matters upon which shareholders

have the right to vote.

set forth in a separate agreement).

6.10. The Class E Shares.
(a) Description. All Class E Shares shall be identical in all respects. All Class E Shares shall share ratably in the payment

of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate basis to

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such Class E Shares. All Class E Shares purchased or otherwise acquired by the Company shall, if the Manager so directs,
be retired with the effect that the issued number of Class E Shares is reduced accordingly.

(b) Voting Rights. The Class E Shares will entitle the holder thereof to one vote on all matters upon which shareholders

have the right to vote.

forth in a separate agreement).

6.11. The Manager Shares.
(a) Description. All Manager Shares shall be identical in all respects. All Manager Shares shall share ratably in the

payment of dividends and in any distribution of assets other than by way of dividends, which are allocated on an aggregate
basis to such Manager Shares.

(b) Voting Rights. Each Manager Shares will entitle the holder thereof to one vote on all matters upon which share-

holders have the right to vote.

set forth in a separate agreement).

6.12. Share Redemption and Convertibility.
(a) Redeemable Shares. The Shares (other that the Manager Shares) are redeemable shares in accordance with the

provision of article 49-8 of the Law. Redeemable shares bear the same rights to receive dividends and distributions of
assets other than by way of dividends and have the same voting rights as non-redeemable Shares, if any. Except as otherwise
provided herein or in any Securityholders Agreement, subscribed and fully paid-in redeemable shares shall be redeemable
on a pro rata basis of redeemable shares of each class held by each holder upon request of the Company in accordance
with the provisions of article 49-8 of the Law. The redemption of the redeemable shares can only be made by using sums
available for distribution in accordance with article 72-1 of the Law (distributable funds, inclusive without limitation of
the extraordinary reserve established with the funds received by the Company as an issue premium) or the proceeds of
a new issue made with the purpose of such redemption. Redeemed shares bear no voting rights, and have no rights to
receive dividends or the liquidation proceeds. Redeemed shares may be cancelled upon request of the Manager by a
positive vote of the general meeting of shareholders held in accordance with Article 12.

(b) Special Reserve. An amount equal to the nominal value, or, in the absence thereof, the accounting par value, of all

the shares redeemed must be included in a reserve which cannot be distributed to the shareholders except in the event
of a capital reduction of the subscribed share capital; the reserve may only be used to increase the subscribed share capital
by capitalization of reserves.

tion price of the redeemable shares shall be calculated by the Manager, or by such person appointed by the Manager, on
the basis of the net asset value of all assets and liabilities of the Company. The net asset value of the Company's shares
shall be expressed as a per share figure and shall be determined in respect of any valuation day by dividing the net assets
of the Company, being the value of the Company's assets less its liabilities at close of business on that day, by the number
of shares of the Company then outstanding at such close of business, in accordance with the rules the Manager shall
regard as fair and equitable. In the absence of any bad faith, gross negligence or overt error, any calculation of the
redemption price by the Manager shall be conclusive and binding on the Company and on its present, past and future
shareholders.

(d) Redemption Procedure. Except as provided otherwise in these Articles or in any Securityholders Agreement,

written notice shall be sent by registered mail or internationally recognized overnight courier to each registered share-
holder of the Shares to be redeemed, at his or her address last shown in the shareholders register of the Company,
notifying such holder of the number of shares so to be redeemed, specifying the redemption date, the redemption price
and the procedures necessary to submit the Shares to the Company for redemption. Each holder of Shares to be redeemed
shall surrender the certificate or certificates, if any, issued in relation to such Shares to the Company. The redemption
price of such Shares shall be payable to the order of the person whose name appears on the share register as the owner
thereof on the bank account provided to the Company by such shareholder before the redemption date.

(e) Convertibility. The Shares shall not be convertible into any other class of shares.
6.13. Distributions to Shareholders. If any Distribution to the shareholders is determined to be made by the Manager

(whether by interim dividend, redemption or otherwise), the shareholders of the Company will be entitled to receive
Distributions, when, as, and if declared by the Manager out of funds legally available therefor, in accordance with applicable
law, subject to the retention of, or payment to third parties of, such funds as it deems necessary with respect to the
reasonable business needs of the Company which shall include, without limitation, the payment or the making of provision
for the payment when due of the Company's obligations, including, without limitation, the payment of any management
or administrative fees and expenses or any other obligations. All Distributions with respect to the Shares shall be made
when and as declared by the Manager to the Securityholders in the following manner and priority:

(a) until such time as the Bain Investors have collectively received Aggregate Distributions in an aggregate value equal

to the Tranche I Return in respect of Bain Securities, all Distributions shall be distributed to the Tranche I Shareholders
pro rata based on the number of Tranche I Shares held by each Tranche I Shareholder;

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(b) after the Bain Investors have received Aggregate Distributions in an amount equal to the Tranche I Return, all

Distributions shall be distributed to the Class B Shareholders pari passu and pro rata based on the number of Class B
Shares held by each Class B Shareholder until such time as the Class B Shareholders have received aggregate Distributions
equal to the Class B Catch-Up Amount;

all Distributions shall be distributed to the Tranche II Shareholders pari passu and pro rata based on the number of
Tranche II Shares held by each Tranche II Shareholder (and for these purposes the number of Class A Shares held by
each Class A Shareholder shall be deemed to include the number of CPECs held by that Class A Shareholder as at the
Adoption Date as if such CPECs were converted into Class A Shares in accordance with the CPECs terms and conditions)
until the Bain Investors have received Aggregate Distributions equal to the Tranche II Return;

(d) after the Bain Investors have received Aggregate Distributions in an amount equal to the Tranche II Return, all

Distributions shall be distributed to the Class C Shareholders pari passu and pro rata based on the number of Class C
Shares held by each Class C Shareholder until such time as the Class C Shareholders have received aggregate Distributions
equal to the Class C Catch-Up Amount;

(e) after the Class C Shareholders have received Distributions in an amount equal to the Class C Catch-Up Amount,

all Distributions shall be distributed to the Tranche III Shareholders pari passu and pro rata based on the number of
Tranche III Shares held by each Tranche III Shareholder (and for these purposes the number of Class A Shares held by
each Class A Shareholder shall be deemed to include the number of CPECs held by that Class A Shareholder as at the
Adoption Date as if such CPECs were converted into Class A Shares in accordance with the CPECs terms and conditions)
until the Bain Investors have received Aggregate Distributions equal to the Tranche III Return;

(f) after the Bain Investors have received Aggregate Distributions in an amount equal to the Tranche III Return, all

Distributions shall be distributed to the Class D Shareholders pari passu and pro rata based on the number of Class D
Shares held by each Class D Shareholder until such time as the Class D Shareholders have received aggregate Distributions
equal to the Class D Catch-Up Amount;

(g) after the Class D Shareholders have received Distributions in an amount equal to the Class D Catch-Up Amount,

all Distributions shall be distributed to the Tranche IV Shareholders pari passu and pro rata based on the number of
Tranche IV Shares held by each Tranche IV Shareholder (and for these purposes the number of Class A Shares held by
each Class A Shareholder shall be deemed to include the number of CPECs held by that Class A Shareholder as at the
Adoption Date as if such CPECs were converted into Class A Shares in accordance with the CPECs terms and conditions)
until the Bain Investors have received Aggregate Distributions equal to the Tranche IV Return;

(h) after the Bain Investors have received Aggregate Distributions in an amount equal to the Tranche IV Return, all

Distributions shall be distributed to the Class E Shareholders pari passu and pro rata based on the number of Class E
Shares held by each Class E Shareholder until such time as the Class E Shareholders have received aggregate Distributions
equal to the Class E Catch-Up Amount; and

(i) after the Class E Shareholders have received Distributions in an amount equal to the Class E Catch-Up Amount,

all Distributions shall be distributed to the Tranche V Shareholders pari passu and pro rata based on the number of
Tranche V Shares held by each Tranche V Shareholder (and for these purposes the number of Class A Shares held by
each Class A Shareholder shall be deemed to include the number of CPECs held by that Class A Shareholder as at the
Adoption Date as if such CPECs were converted into Class A Shares in accordance with the CPECs terms and conditions).

6.14. Interim Distributions. Except as otherwise agreed pursuant to any Securityholders Agreement, any Distributions

made by the Company to any Executive Securityholder in respect of any Shares shall be subject to the terms of this Article
6.14:

(a) The portion of any Distributions to be made to an Executive Securityholder pursuant to Article 6.13 in respect of

such Executive Securityholder's Accreted Securities shall be paid from time to time as and when such Distributions are
declared by the Manager.

(b) The portion of any Distributions to be made to an Executive Securityholder pursuant to Article 6.13 in respect of

such Executive Securityholder's Non-Accreted Securities shall not be paid to such Executive Securityholder at such time
and instead shall be recorded as a liability of the Company payable to such Executive Securityholder in accordance with
Article 6.14(c). Cash in the amount of such liability shall be segregated into a reserve account (each a "Non-Accreted
Distribution Amount") and the only recourse an Executive Securityholder shall have in respect of the Non-Accreted
Distribution Amount relating to its Non-Accreted Securities shall be against the reserve account as further set out below.

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U X E M B O U R G

Permitted Transferees) has (or formerly had) a Security Rights Ownership Interest shall automatically be re-allocated to
the Company and the associated liability of the Company to such Executive Securityholder shall be extinguished accor-
dingly. All amounts withheld pursuant to this Article 6.14 shall be treated as amounts distributed to such Executive
Securityholder for all purposes under these Articles.

(d) Any Securities acquired, or otherwise held by, the Company shall be disregarded for purposes of Articles 6.13 and

6.14 (including, without limitation, for purposes of all allocations of Distributions) until such time as such Securities are
held by any other Securityholder (if ever).

6.15. Liquidation Rights.
In the event of a liquidation, after payment of all debts and liabilities of the Company, the residual assets of the Company

will be distributed to the shareholders in the manner set forth in Article 6.13 above. Neither a merger nor consolidation
of the Company into or with any other entity or entities, nor a merger or consolidation of any other entity or entities
into or with the Company, nor a sale, transfer, lease or exchange (for cash, securities or other consideration) of all or
any part of the assets of the Company shall be deemed to be a liquidation within the meaning of this Article 6.15, unless
such merger, consolidation, sale, transfer, lease or exchange shall be in connection with or intended to be a plan of
complete liquidation, dissolution or winding up of the Company.

6.16. Authorized Share Capital.
The authorised capital, including the issued share capital, is set at two hundred and fifty million, two hundred and

twenty-two thousand, seven hundred and ninety-six euro and twenty-three cents (EUR 250,222,795.23), consisting of
one hundred and twenty-five billion, fifty million, nine hundred and eighty thousand four hundred(125,050,980,400) Class
A1 Shares and fifty million, nine hundred and eighty thousand four hundred (50,980,400) Class A2 Shares, nine hundred
and six thousand, seven hundred and forty (906,740) Class B1 Shares, nine hundred and six thousand, seven hundred and
forty (906,740) Class B2 Shares and nine hundred and six thousand, seven hundred and forty (906,740) Class B3 Shares,
one million four hundred and six thousand, five hundred and twenty-five (1,406,525) Class C1 Shares and one million
four hundred and six thousand, five hundred and twenty-five (1,406,525) Class C2 Shares, two million nine hundred and
ten thousand seven hundred and fifteen (2,910,715) Class D Shares, nine hundred and ninety-two thousand eight hundred
and thirty (992,830) Class E Shares and five hundred (500) Manager Shares, each having a nominal value of two tenths of
a euro cent (EUR 0.002). During the period of five (5) years from the date of the publication in the Mémorial C, Recueil
des Sociétés et Associations of the resolutions pursuant to which the above authorised capital was inserted in these
articles of association, the Manager is hereby authorized to issue shares, to grant options to subscribe for shares and, for
the avoidance of doubt, to issue any instruments convertible into shares, to such persons and on such terms as it shall
see fit, and specifically to proceed to such issue without reserving for the existing shareholders a preferential right to
subscribe to the shares issued. Such authorisation may be renewed one or more time through a resolution of the general
meeting of the shareholders, each time for a period not exceeding five (5) years.

6.17. Amendment of the subscribed capital and the authorized share capital.
The subscribed capital and the authorized capital of the Company may be increased or reduced by a decision of the

general meeting of shareholders voting with the same quorum as for the amendment of the present Articles.

6.18. Definitions.
For the purpose of these Articles:
"A and CPEC Return" means, as at any date of determination, the aggregate amount of Distributions received by the

Co-Investors with respect to the Class A Shares and the CPECs.

"Accreted Securities" means, with respect to an Executive Securityholder, 100% of such Executive Securityholder's

Class A Shares and such number and classes of other Shares held by an Executive Securityholder as may be agreed from
time to time between the Company and such Executive Securityholder pursuant to a Securityholders Agreement.

"Accretion Percentage" means, with respect to an Executive Securityholder's Shares, such percentage as may be agreed

from time to time between the Company and such Executive Securityholder pursuant to the terms of a Securityholders
Agreement.

"Adoption Date" means the date of adoption of these Articles.
"Affiliate" or "Affiliates" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is

Controlled by, or is under common Control with such first Person or any other Person who holds directly or indirectly
more than a 20% economic interest in such first Person or in whom such first Person holds directly or indirectly or has
a contractual right to acquire more than a 20% economic interest. Any trust or nominee directly or indirectly holding
securities principally for the benefit of one or more Executives shall be deemed to be an Affiliate of such Executive(s).

"Aggregate Distributions" means, with respect to the Bain Investors, at any time, the aggregate amount of proceeds

that the Bain Investors have received with respect to the Bain Securities (excluding, for the avoidance of doubt, (i) any
fees payable to a Bain Investor (or Affiliate thereof) by a Group Company for any management, consulting, advisory or
similar services rendered, or (ii) any amounts received by a Bain Investor from an Executive (or Permitted Transferee
thereof) or Executive Securityholder pursuant to the terms of any Securityholders Agreement).

"Articles" means the articles of association of the Company as amended from time to time.

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"Bain Investor" means each of Bain Capital Europe Fund III, L.P. and Bain Capital Fund X, L.P. and any Affiliate of the

foregoing (other than a member of the Group or, for the avoidance of doubt, a Pooling Executive Securityholder or a
Parent Issuer) for so long as such Person holds Securities and "Bain Investors" means more than one of them.

"Bain Securities" means Securities held by a Bain Investor.
"Call Option Exercise Notice" means any exercise notice delivered to an Executive Securityholder pursuant to which

all or a portion of such Executive Securityholder's Securities are to be redeemed or repurchased pursuant to, and in
accordance with the terms of, a call option.

"Class A Shares" means the Class A1 Shares and the Class A2 Shares.
"Class A1 Shares" means the Shares of the Company with a nominal value of EUR 0.002 that are designated as Class

A1 Shares.

"Class A2 Shares" means the Shares of the Company with a nominal value of EUR 0.002 that are designated as Class

A2 Shares.

"Class B Catch-Up Amount" means an amount equal to ((A/(1-A) x B), where A equals the Class B Catch-Up Percentage

and B equals the A and CPEC Return.

"Class B Catch-Up Percentage" means 1.65% multiplied by a fraction (expressed as a percentage), (i) the numerator

of which equals the number of Class B Shares issued and outstanding, and (ii) the denominator of which equals the number
of Class B Shares authorised in accordance with these Articles.

"Class B Return" means, as at any date of determination, the aggregate amount of Distributions received by the Class

B Shareholders with respect to the Class B Shares.

"Class B Shares" means the Class B1 Shares, the Class B2 Shares and the Class B3 Shares "Class B Shareholders" means

the holders of the Class B Shares.

"Class B1 Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class B1 Shares.

"Class B2 Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class B2 Shares.

"Class B3 Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class B3 Shares.

Class C Catch-Up Amount" means an amount equal to ((A/(1-A) x B), where A equals the Class C Catch-Up Percentage

and B equals the aggregate of the A and CPEC Return and the Class B Return.

"Class C Catch-Up Percentage" means 1.65% multiplied by a fraction (expressed as a percentage), (i) the numerator

of which equals the number of Class C Shares issued and outstanding, and (ii) the denominator of which equals the number
of Class C Shares authorised in accordance with these Articles.

"Class C Return" means, as at any date of determination, the aggregate amount of Distributions received by the Class

C Shareholders with respect to the Class C Shares.

"Class C Shares" means the Class C1 Shares and the Class C2 Shares.
"Class C1 Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class C1 Shares.

"Class C2 Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class C2 Shares.

Class D Catch-Up Amount" means an amount equal to ((A/(1-A) x B), where A equals the Class D Catch-Up Percentage

and B equals the aggregate of the A and CPEC Return, the Class B Return and the Class C Return.

"Class D Catch-Up Percentage" means 1.65% multiplied by a fraction (expressed as a percentage), (i) the numerator

of which equals the number of Class D Shares issued and outstanding, and (ii) the denominator of which equals the number
of Class D Shares authorised in accordance with these Articles.

"Class D Return" means, as at any date of determination, the aggregate amount of Distributions received by the Class

D Shareholders with respect to the Class D Shares.

"Class D Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class D Shares.

Class E Catch-Up Amount" means an amount equal to ((A/(1-A) x B), where A equals the Class E Catch-Up Percentage

and B equals the aggregate of the A and CPEC Return, the Class B Return, the Class C Return and the Class D Return.

"Class E Catch-Up Percentage" means 0.55% multiplied by a fraction (expressed as a percentage), (i) the numerator

of which equals the number of Class E Shares issued and outstanding, and (ii) the denominator of which equals the number
of Class E Shares authorised in accordance with these Articles.

"Class E Return" means, as at any date of determination, the aggregate amount of Distributions received by the Class

E Shareholders with respect to the Class E Shares.

"Class E Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Class E Shares.

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"Co-Investors" means the holders from time to time of Co-Invest Securities and "Co-Investor" means any one of them.
"Co-Invest Securities" means Securities other than Performance Securities.
"Company" has the meaning provided in Article 1.
"Control" shall mean in respect of a Person, the power directly or indirectly to manage or govern such Person, or to

appoint the managing and governing bodies of such Person, or a majority of the members thereof if they decide collectively,
whether through the ownership of voting securities, by contract or otherwise (in such respect, a limited partnership shall
be deemed to be Controlled by its general partner).

"CPECs" means the convertible preferred equity securities issued by the Company and outstanding.
"Date of Purchase" with respect to any Share, means the date of subscription for, purchase of and/or conversion into

such Share.

"Distribution" means a distribution or dividend made by the Company to a Securityholder with respect to any Secu-

rities, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise;
provided that none of the following shall be deemed a Distribution for the purposes of these Articles: (a) any distribution
in connection with a recapitalization or exchange of securities of the Company; (b) any distribution in connection with
an ownership interest split or dividend; (c) any Non-Accreted Distribution Amount paid by the Company; and (d) any
redemption or repurchase by the Company of any Securities in connection with the termination of an Executive's em-
ployment, directorship or consultancy with a Group Company.

"Executive" means any natural Person who, at the relevant time, is an employee, director or officer of a Group Company

or is engaged as a consultant for a Group Company.

"Executive Securityholder" means an Executive (and/or Permitted Transferee thereof) who holds Securities or a Se-

curityholder in respect of whom an Executive (and/or its Permitted Transferees) holds a Security Rights Ownership
Interest.

"Group" means the Company together with any company which is a Subsidiary of the Company from time to time and

"Group Company" means any one of them.

"Law" has the meaning provided in Article 1.
"Manager" has the meaning provided in Article 8.
"Manager Shares" means the Shares of the Company with a nominal value of EUR 0.002 each that are designated as

Manager Shares.

"Non-Accreted Distribution Amount" shall have the meaning set out in Article 6.14(b).
"Non-Accreted Securities" means, with respect to an Executive Securityholder, the Shares held by such Executive

Securityholder that are not Accreted Securities.

"Original Cost" means, with respect to any Security, the original subscription price (including, for the avoidance of

doubt, any allocation to the share capital and/or to share premium and/or any other reserve account) paid to the Company
by the original subscriber for such Security.

"Performance Securities" means the Class B Shares, the Class C Shares, the Class D Shares and the Class E Shares.
"Permitted Transferees" means any legal Person that is 100% legally and beneficially owned by, and established for the

sole benefit of, an Executive or his or her spouse or children.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock

company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

"pro rata" as used herein, shall permit the separate treatement of odd lots and fractional shares and shall permit

rounding to the nearest whole number.

"Redemption Notice" means a notice from the Manager to a holder of Shares notifying such holder that all or some

of such holders Shares are to be redeemed pursuant to (as the case may be) Article 6.2(c) and/or Article 6.3(c).

"Security Rights Ownership Interest" means with respect to any Person (the "Ultimate Owner") such Person's direct

or indirect, legal or beneficial ownership of any securities (the "Applicable Securities") of any other Person, which for the
avoidance of doubt shall include ownership through direct legal or beneficial ownership or indirect legal or beneficial
ownership through one or more Persons; provided that, if the Ultimate Owner does not legally or beneficially own 100%
of any Person interposed in the chain of legal or beneficial ownership between the Ultimate Owner and the issuer of the
Applicable Securities the Ultimate Owner's 'Security Rights Ownership Interest' in the Applicable Securities shall be
proportionately reduced (for example, if the Ultimate Owner legally or beneficially owns 80% of an interposed Person
that owns 90% of the Applicable Securities, then the Ultimate Owner's 'Security Rights Ownership Interest' in the Ap-
plicable Securities shall be deemed to be 72%).

"Securityholders Agreement" means any written agreement which may be entered into from time to time between,

amongst others, the Company and one or more Securityholders.

"Securities" means (i) all equity and debt securities issued by the Company (which, for the avoidance of doubt, shall

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Transferee) and (ii) any securities of any Person issued or issuable directly or indirectly with respect to the securities
referred to in clause (i) above, by way of a dividend or split or in connection with a combination of securities, recapita-
lization, merger, consolidation or other reorganization including a capitalization or exchange, notwithstanding any
subsequent Transfer or assignment to other holders thereof.

"Securityholder" means, at any time, a holder of Securities at such time.
"Shares" means the duly authorized and issued shares of the Company.
"Subsidiary" or "Subsidiaries" means, with respect to any Person, any or all other Person(s) of which a majority of the

total voting power of shares of stock or other equity interests entitled (without regard to the occurrence of any con-
tingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly
or indirectly, by such Person or one or more of such Person's other Subsidiaries or a combination thereof. For the
purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability
company, partnership, association or other business entity gains or losses or if such Person or Persons Control such
entity.

"Supervisory Board" has the meaning provided in Article 11.1.
"Tranche I Return" means, as at any date of determination, an amount of aggregate Distributions received by the Bain

Investors equal to the product of (i) two, multiplied by (ii) the aggregate Original Cost of the Bain Securities.

"Tranche I Shareholders" means the holders of the Tranche I Shares.
"Tranche I Shares" means the Class A Shares.
"Tranche II Return" means, as at any date of determination, an amount of Aggregate Distributions received by the Bain

Investors equal to the product of (i) three, multiplied by (ii) the aggregate Original Cost of the Bain Securities.

"Tranche II Shareholders" means the holders of the Tranche II Shares.
"Tranche II Shares" means, collectively, the Class A Shares and the Class B Shares.
"Tranche III Return" means, as at any date of determination, an amount of Aggregate Distributions received by the

Bain Investors equal to the product of (i) four, multiplied by (ii) the aggregate Original Cost of the Bain Securities.

"Tranche III Shareholders" means the holders of the Tranche III Shares.
"Tranche III Shares" means, collectively, the Class A Shares, the Class B Shares and the Class C Shares.
"Tranche IV Return" means, as at any date of determination, an amount of Aggregate Distributions received by the

Bain Investors equal to the product of (i) four and one-half (4.5), multiplied by (ii) the aggregate Original Cost of the Bain
Securities.

"Tranche IV Shareholders" means the holders of the Tranche IV Shares.
"Tranche IV Shares" means, collectively, the Class A Shares, Class B Shares, Class C Shares and the Class D Shares.
"Tranche V Shareholders" means the holders of the Tranche V Shares.
"Tranche V Shares" means, collectively, the Class A Shares, Class B Shares, Class C Shares, the Class D Shares and

the Class E Shares.

"Transfer" or "transfer" means a direct or indirect sale transfer, assignment, pledge, hypothecation or other encum-

brance or disposal of (whether for consideration or not and whether voluntarily or involuntarily or by operation of law)
any direct or indirect interest in any Person.

Art. 7. Shares, Shareholders Register, and Share Transfers.
7.1. Shareholders Register.
The shares will be and remain in the form of registered shares. Holders of shares, bonds or debt securities issued by

the Company in registered form may not require conversion thereof in shares, bonds or debt securities in bearer form.
A shareholders' register which may be examined by any shareholder will be kept at the registered office. The register
will contain the precise designation of each shareholder and the indication of the number of shares held, the indication
of the payments made on the shares as well as the transfers of shares and the dates thereof. Each shareholder will notify
to the Company by registered letter its address and any change thereof. The Company will be entitled to rely on the last
address thus communicated. Certificates of these recordings shall be issued and signed by the Manager upon request of
the relevant shareholder.

7.2. Share Ownership.
Ownership of the registered share will result from the recordings in the shareholders' register. The Company reco-

gnizes only one owner per share. If one or more shares are jointly owned or if the ownership of such share(s) is disputed,
all persons claiming a right to such share(s) must appoint one single representative to represent such share(s) towards
the Company. The failure to appoint such representative shall imply a suspension of all rights attached to such shares.

7.3. Miscellaneous
The death, suspension of civil rights, bankruptcy or insolvency of one of the holders of Shares will not cause the

dissolution of the Company.

7.4. Share Transfer.

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(a) Declaration of Transfer. The transfers of Shares will be carried by a declaration of transfer registered into the

shareholders' register, dated and signed by the transferor and the transferee or by their representative(s). The transfers
of Shares may also be carried out in accordance with the rules on the transfer of claims laid down in article 1690 of the
Luxembourg Civil Code. Furthermore, the Company may accept and register into the shareholders' register any transfer
referred to in any correspondence or other document showing the consent of the transferor and the transferee.

(b) Limitations on Transfer. Prior to the tenth anniversary of the Date of Purchase of any Share, or during such shorter

period as may be consistent with applicable law, the holder of such Share may not validly transfer such Share without the
prior written approval of the Manager or unless otherwise permitted pursuant to this Article 7.4.

(c) Permitted Transfers. The restrictions set forth in this Article 7.4 shall not apply with respect to (i) any Transfer of

Shares by the holder thereof to any of such holder's Permitted Transferees, after delivering written notice of such Transfer
to the Manager, or (ii) any Transfer of Shares pursuant to any agreement entered into between the Company and the
holder of such Shares; provided, that, the restrictions contained in this Article 7.4 will continue to apply to any Shares
held by a Permitted Transferee; provided further that, any Shares Transferred pursuant to this Article 7.4(c) to a Permitted
Transferee shall be transferred back to the transferor promptly upon such Permitted Transferee ceasing to be a Permitted
Transferee.

(d) Transfer of Manager Shares. The Manager Shares held by the Manager are not transferable except to a successor

manager to be appointed in accordance with Article Article 8.

(e) Transfers in Violation of the Articles. Any Transfer or attempted Transfer of any Shares in violation of any provision

of these Articles shall be void and of no effect, and the Company shall not give effect to such Transfer nor record such
Transfer on its books or treat any purported transferee of such Shares as the owner of such Shares for any purpose.

Chapter III. - Management

Art. 8. Manager. The Company shall be managed by Atalaya Luxco, a société à responsabilité limitée organized under

the laws of the Grand Duchy of Luxembourg, in its capacity as manager of the Company (referred to herein as the
"Manager"). The other shareholders shall neither participate in nor interfere with the management of the Company. In
the event of legal incapacity, liquidation or other permanent situation preventing the Manager from acting as manager of
the Company, the Company shall not immediately be dissolved and liquidated, provided the Supervisory Board, as pro-
vided for in Article 11 hereof, appoints an administrator, who need not be a shareholder, in order that he effect urgent
management acts, until a general meeting of shareholders is held, which such administrator shall convene within fifteen
(15) days of his appointment. At such general meeting, the shareholders may appoint a successor manager, in accordance
with the quorum and majority requirements for amendment of these Articles. Failing such appointment, the Company
shall be dissolved and liquidated. Any such appointment of a successor manager shall not be subject to the approval of
the Manager.

Art. 9. Powers of the Manager.
9.1. General Powers.
The Manager is vested with the broadest powers to perform all acts of administration and disposal within the Com-

pany's stated object. All powers not expressly reserved by law or by these Articles to the general meeting of shareholders
or to the Supervisory Board are within the powers of the Manager.

9.2. Enforcement of Rights.
The Manager shall act, in its reasonable good faith judgment, in the best interests of the Company and its shareholders,

shall use reasonable efforts to enforce any rights granted to the Company under the articles of association of any of its
direct or indirect Subsidiaries or under any Securityholder Agreement which may be entered into among any of its direct
or indirect Subsidiaries and any of their securityholders from time to time.

Art. 10. Third Parties. The Company is validly bound vis-à-vis third parties by the signature of the Manager, or by the

signature(s) of any other person(s) to whom authority has been delegated by the Manager at its sole discretion.

Chapter IV. - Supervision

Art. 11. Supervisory Board.
11.1. Supervisory Board Members.
The business of the Company and its financial situation, in particular its books and accounts shall be supervised by a

Conseil de Surveillance (the "Supervisory Board") comprising at least three members, who need not be shareholders.
For the carrying out of its supervisory duties, the Supervisory Board shall have the powers of a statutory auditor, as
provided for by article 62 of the Law. The Supervisory Board may be consulted by the Manager on such matters as the
Manager may determine and may authorize any actions taken by the Manager that may, pursuant to law or regulation or
under these Articles, exceed the powers of the Manager. The members of the Supervisory Board shall be elected by the
annual general meeting of shareholders for a period of up to six (6) years and shall hold office until their successors are
elected. The members of the Supervisory Board are re-eligible for election and may be removed at any time, with or
without cause, by a resolution adopted by the general meeting of shareholders. The Supervisory Board may elect one of
its members as chairman.

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11.2. Meetings of the Supervisory Board.
The Supervisory Board shall be convened by its chairman or by the Manager. A meeting of the Supervisory Board must

be convened if any of its members so requests.

11.3. Notices.
Written notice of any meeting of the Supervisory Board shall be given to all its members at least twenty-four (24)

hours prior to the date set for such meeting, except in the case of an emergency, in which case the nature of such
emergency shall be detailed in the notice of meeting. The notice will indicate the place of the meeting and it will contain
the agenda thereof. This notice may be waived by consent in writing, by telegram, telex, facsimile or any other similar
means of communication, a copy being sufficient. Special notices shall not be required for meetings held at times and
places fixed in a calendar previously adopted by the Supervisory Board.

11.4. Chairman.
The chairman, if any, of the Supervisory Board will preside at all meetings of such board, but in his absence the

Supervisory Board will appoint another member of the Supervisory Board as chairman pro tempore by vote of the majority
present at such meeting. Any member may act at any meeting by appointing another member as his proxy in writing, by
telegram, telex or facsimile or any other similar means of communication, a copy being sufficient. A member may represent
several of his colleagues.

11.5. Resolutions.
The Supervisory Board can deliberate or act validly only if at least a majority of the members are present or repre-

sented. Resolutions are taken by a majority vote of the members present or represented. The resolution supported by
the chairman will be adopted if votes are even.

11.6. Minutes.
Resolutions of the Supervisory Board are to be recorded in minutes and signed by the chairman of the meeting. Copies

of extracts of such minutes to be produced in judicial proceedings or elsewhere shall be validly signed by the chairman
of the meeting or any two members.

11.7. Written Resolutions - Conference Call.
Written resolutions, approved and signed by all the members of the Supervisory Board, shall have the same effect as

resolutions voted at a meeting of the Supervisory Board; each member shall approve such resolution in writing, by
telegram, telex, facsimile or any other similar means of communication, a copy being sufficient. All such documents shall
together form the document which proves that such resolution has been taken. Any member of the Supervisory Board
may participate in any meeting of the Supervisory Board by conference-call or by other similar means of communication
allowing all the Persons taking part in the meeting to hear one another. The participation in a meeting by these means is
equivalent to a participation in person at such meeting.

11.8. Liability.
No member of the Supervisory Board assumes, by reason of his membership thereof, any personal liability in relation

to commitments regularly made by the members of the Supervisory Board in the name of the Company. They are
authorized agents only and are therefore merely responsible for the execution of their mandate.

11.9. Indemnity.
(a) Indemnity. The Company shall indemnify, to the greatest extent permitted by law, any member of the Supervisory

Board and his heirs, executors and administrators, against expenses reasonably incurred by him in connection with any
action, suit or proceeding to which he may be made a party by reason of his being or having been a member of the
Supervisory Board of the Company and from which he shall not be entitled to be indemnified, except in relation to matters
as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct; in the
event of settlement, indemnification shall only be provided in connection with such matters covered by the settlement
as to which the Company is advised by counsel that the person to be indemnified did not commit a breach of duty. The
foregoing right of indemnification shall not exclude other rights to which he may be entitled.

(b) Expenses. The Company shall pay the expenses incurred by any person indemnifiable hereunder in connection with

any proceeding in advance of the final disposition, so long as the Company receives a written and legally binding undertaking
by such person to repay the full amount advanced if there is a final determination that such person is not entitled to
indemnification. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea
of nolo contendere or its equivalent, shall not of itself, create a presumption that the indemnifiable person did not satisfy
the standard of conduct entitling him or her to indemnification hereunder. The Company shall make a cash payment to
such indemnifiable person equal to the full amount to be indemnified promptly upon notification of an obligation to
indemnify from the indemnifiable person supported by such information as the Company shall reasonably require.

11.10. Conflicts.
No contract or other transaction between the Company and any other company or firm shall be affected or invalidated

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U X E M B O U R G

in business shall not, by reason of such affiliation with such other company or firm, be prevented from considering and
voting or acting upon any matters with respect to such contract or other business.

11.11 Replacement by independent auditor
The institution of the Supervisory Board will be suppressed if and when the Company appoints one or more approved

independent auditor(s) (réviseurs d'entreprises agréés) in accordance with article 69 (1) of the law of 19 December 2002
concerning the register of commerce and companies and the accounting and annual accounts of undertakings, as amended.

The independent auditor is appointed by the general meeting of shareholders, which shall fix his remuneration and the

term of his office. The independent auditor shall fulfil all duties prescribed by law.

Chapter V. - General meeting of the shareholders

Art. 12. Shareholder Meetings.
12.1. Powers. The general meeting of shareholders represents all the shareholders of the Company. The general

meeting of shareholders shall have the power to vote on the approval of the annual accounts, on the amendment of the
articles of incorporation and on all other items which pursuant to the Law, require the approval of the general meeting
of shareholders, under the reservation that, a resolution shall only be validly adopted_and ratified if approved in advance
by the Manager. The Manager may, in its capacity as sole manager of the Company, decide on all other actions relating
to the Company. The general meeting of the shareholders of the Company shall meet when convened by the Manager
or the Supervisory Board.

12.2. Location, Time. The annual general meeting shall be held in Luxembourg at the registered office of the Company

or at such other place in Luxembourg as may be specified in the convening notice of meeting, on 31 May at 10:00 a.m. If
such day is a legal or a bank holiday in Luxembourg, the annual general meeting shall be held on the next following business
day in Luxembourg. Other general meetings of shareholders may be held at such places and times specified in the res-
pective convening notices. The general meetings of the shareholders are convened by a notice indicating the agenda and
sent by the Manager by registered mail at least eight (8) days preceding the general meeting to each shareholder of the
Company at the address indicated in the share register.

12.3. Voting. Each share is entitled to one vote. A shareholder may act at any meeting of shareholders by appointing

another person as his proxy in writing, by facsimile or by any other means of communication, a copy being sufficient. The
quorum and majority provided by law shall govern the conduct of the meetings of shareholders of the Company, unless
otherwise provided herein. The Manager may determine all other conditions that must be fulfilled by shareholders for
them to take part in any meeting of shareholders. If all of the shareholders are present or represented at a meeting of
shareholders and if they state that they have been informed of the agenda of the meeting, the meeting may be held without
prior notice or publication.

Each shareholder may vote through voting forms sent by post or facsimile to the company's registered office or to

the address specified in the convening notice. The shareholders may only use voting forms provided by the Company and
which contain at least the place, date and time of the meeting, the agenda of the meeting, the proposal submitted to the
decision of the meeting, as well as for each proposal, three boxes allowing the shareholder to vote in favour of, against,
or abstain from voting on each proposed resolution by ticking the appropriate box.

Voting forms which show neither a vote in favour, nor against the proposed resolution, nor an abstention, are void.

The Company will only take into account voting forms received prior the general meeting which they are related to.

Chapter VI. - Accounting year - Balance sheet - Distribution of profit

Art. 13. Accounting Year. The accounting year of the Company shall begin on the first of January and shall terminate

on 31 December of the same year.

Art. 14. Balance Sheet. Each year on 31 December, the accounts are closed and the Manager prepares an inventory

including an indication of the value of the Company's assets and liabilities. Each shareholder may inspect the above in-
ventory and balance sheet at the Company's registered office

Art. 15. Distribution of Profit. Each year, five per cent (5%) of the net profit is set aside for the establishment of a

statutory reserve, until such reserve amounts to ten per cent (10%) of the share capital.

The general meeting of shareholders, upon recommendation of the Manager, will determine how the remainder of

the annual net profits will be disposed of.

The Manager may decide to distribute interim dividends in accordance and under the conditions foreseen by law.

Chapter VII. - Amendment of the articles - Liquidation

Art. 16. Amendment. These Articles may be amended, subject to the approval of the Manager, by a general meeting

of shareholders under the quorum and majority requirements provided for by the Law, unless otherwise provided herein.

Art. 17. Dissolution. In case of dissolution of the Company, one or more liquidators (individuals or legal entities) shall

carry out the liquidation. The liquidator(s) shall be appointed by the general meeting which decided the dissolution and
which shall determine their powers and compensation.

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Chapter VIII. - Final dispositions - Applicable law

Art. 18. Miscellaneous. For all matters not governed by these Articles, the parties shall refer to the Law.“

Fourth Resolution

In accordance with the Company's articles of association as amended and restated pursuant to the third resolution

hereof, the Meeting resolves to reduce the Company's share capital by an amount of two thousand, seven hundred and
eighty-three point one five two euro (EUR 2,783.152) from its current amount of forty-three thousand, seven hundred
and forty-six point five three two euro (EUR 43,746.532) down to forty thousand, nine hundred and sixty-three point
three eight euro (EUR 40,963.38) through the redemption and cancellation of:

- one hundred and twenty-eight thousand, seven hundred and eighty-eight (128,788) class A1 shares;
- one hundred and twenty-eight thousand, seven hundred and eighty-eight (128,788) class A2 shares;
- one hundred and fifty-five thousand, two hundred and thirty-seven (155,237) class B1 shares;
- one hundred and fifty-five thousand, two hundred and thirty-seven (155,237) class B2 shares;
- one hundred and fifty-five thousand, two hundred and thirty-seven (155,237) class B3 shares;
- four hundred and ninety-eight thousand, three hundred and sixteen (498,316) class D shares; and
- one hundred and sixty-nine thousand, nine hundred and seventy-three (169,973) class E shares;
in each case, held by Atalaya Management (Gibco) Limited (“Gibco”).
As a consequence of the cancellation of the above-mentioned shares, Gibco shall receive an amount equal to nine

million nine hundred and forty-nine thousand one hundred and fifty-five euro and twenty eight cents (EUR 9,949,155.28),
which amount shall be paid in kind by the transfer of eight hundred and thirty-nine thousand one hundred and twelve
(839,112) shares in Atento S.A., a société anonyme incorporated and existing under the laws of the Grand Duchy of
Luxembourg, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg and being registered with the
Luxembourg Trade and Companies' Register under number B 185.761 to Gibco, having an aggregate value of nine million
nine hundred and forty-nine thousand, one hundred and fifty-five euro and twenty-eight cents (EUR 9,949,155.28).

As a result of the above, the Meeting further resolves to eliminate the class B1, B2, B3, D, and E shares from the

Company's share capital.

Fifth Resolution

As a consequence of the fifth resolution hereof, the Meeting resolves to amend the articles of association of the

Company (without amending the corporate purpose of the Company) so as to read as follows:

Chapter I. - Name - Registered office - Duration - Object