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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° 116

15 janvier 2016

SOMMAIRE

Alba Lux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

5526

Argentarius Securisation Fund Management

S.a.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5524

Art Collection Fund I SCA SIF . . . . . . . . . . . .

5523

Belter S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5524

Braincapital S.à r.l. . . . . . . . . . . . . . . . . . . . . . .

5522

Café Jacoby S.à r.l. . . . . . . . . . . . . . . . . . . . . . .

5526

Cap Floor Lux S.A. . . . . . . . . . . . . . . . . . . . . . .

5522

Centurian SA . . . . . . . . . . . . . . . . . . . . . . . . . . .

5522

Chapeau Moderne Entreprise de Toiture S.à

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

5532

De Raekt S. à r.l. / B.V. . . . . . . . . . . . . . . . . . . .

5522

D.S. Corporation S.A. . . . . . . . . . . . . . . . . . . . .

5522

Foncière Grand-Ducale S.A. . . . . . . . . . . . . . . .

5522

Franmar Holding S.A. . . . . . . . . . . . . . . . . . . . .

5532

Ghyzee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5524

Gibrela S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5523

Great German Offices . . . . . . . . . . . . . . . . . . . .

5533

Investyor Corporate Services S.A. . . . . . . . . . .

5528

L'Instant Détente S. à r.l. . . . . . . . . . . . . . . . . .

5524

Meame . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5528

M&G Chemicals . . . . . . . . . . . . . . . . . . . . . . . .

5534

Monheim Investments S.à r.l. . . . . . . . . . . . . . .

5533

Netlance S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

5525

New Bridge Shipping and Trading S.A. . . . . .

5525

Nipi Europe S.A. . . . . . . . . . . . . . . . . . . . . . . . .

5530

Noura S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5523

Parmalat Soparfi S.A. . . . . . . . . . . . . . . . . . . . .

5530

Perecom S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

5530

Pilzenwelt S.A. . . . . . . . . . . . . . . . . . . . . . . . . . .

5532

Portfolio West . . . . . . . . . . . . . . . . . . . . . . . . . . .

5532

Portofino Properties . . . . . . . . . . . . . . . . . . . . .

5528

PPL Great Real Estate S.à.r.l. . . . . . . . . . . . . .

5531

PRO-LOCATION S.à r.l. . . . . . . . . . . . . . . . . .

5528

Promotions Schmit & Schmit . . . . . . . . . . . . . .

5529

P\S\L Group Luxembourg Holding S.à r.l. . . .

5529

Pumastar S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .

5526

Quandis S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5524

Rec-Man . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5530

Remagg S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . . . .

5531

Rm2 International S.A. . . . . . . . . . . . . . . . . . . .

5523

Russian Mortgage Backed Securities 2008-1

S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5530

Sandlark Investments Holdings S.à.r.l. . . . . . .

5531

"Sardio Investments" S.à r.l. . . . . . . . . . . . . . .

5525

Séminaire Investissement S.A. . . . . . . . . . . . . .

5528

Silver Wings S.A. . . . . . . . . . . . . . . . . . . . . . . . .

5529

SL Lux S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5529

Société Becla S.A. . . . . . . . . . . . . . . . . . . . . . . . .

5525

Steffen Traiteur S.à r.l. . . . . . . . . . . . . . . . . . . .

5529

Subak S.A. SPF . . . . . . . . . . . . . . . . . . . . . . . . .

5531

Take One Productions S.à r.l. . . . . . . . . . . . . . .

5524

Taurus Euro Logistics Holding Sàrl . . . . . . . .

5533

Taxis Colux S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

5533

TCL S.à.r.l. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5534

TDWsport S.à r.l. . . . . . . . . . . . . . . . . . . . . . . . .

5534

TEN-X S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5534

TouchWind Hanseatic 2 S.à r.l. . . . . . . . . . . . .

5532

Tournesol Investissements S.A. . . . . . . . . . . . .

5533

Treveria G S.à r.l. . . . . . . . . . . . . . . . . . . . . . . .

5525

Trust Investment Consulting S.à r.l. . . . . . . . .

5523

Wellbeing at Work S.à r.l. . . . . . . . . . . . . . . . .

5534

Westbourne Terrace Investments SA . . . . . . .

5527

WPP Luxembourg Beta Three S.à r.l. . . . . . . .

5527

WPP Luxembourg Gamma Sàrl . . . . . . . . . . .

5526

WPP Luxembourg Holdings S.àr.l. . . . . . . . . .

5527

WPP Luxembourg IH 2001 Holdings, S.à r.l.

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

5526

Zega SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5527

ZithaKlinik S.A. . . . . . . . . . . . . . . . . . . . . . . . . .

5527

5521

U X E M B O U R G

Cap Floor Lux S.A., Société Anonyme.

Siège social: L-8399 Windhof (Koerich), 4, route d'Arlon.

R.C.S. Luxembourg B 103.032.

Les comptes annuels au 31 décembre 2014 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: 2015186222/9.
(150207859) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Centurian SA, Société Anonyme.

Siège social: L-2146 Luxembourg, 63-65, rue de Merl.

R.C.S. Luxembourg B 84.224.

Les comptes annuels au 31 décembre 2014 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: 2015186229/9.
(150208081) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

D.S. Corporation S.A., Société Anonyme.

Siège social: L-1143 Luxembourg, 2BIS, rue Astrid.

R.C.S. Luxembourg B 79.334.

Les comptes annuels au 31-12-2014 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: 2015186239/9.
(150207769) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

De Raekt S. à r.l. / B.V., Société à responsabilité limitée.

Siège de direction effectif: L-2132 Luxembourg, 34, avenue Marie-Thérèse.

R.C.S. Luxembourg B 141.512.

Les comptes annuels au 31.12.2014 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: 2015186242/9.
(150208461) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Foncière Grand-Ducale S.A., Société Anonyme.

Siège social: L-1638 Senningerberg, 94, rue du Golf.

R.C.S. Luxembourg B 167.016.

Les comptes annuels au 31 décembre 2014 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: 2015186325/9.
(150207712) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Braincapital S.à r.l., Société à responsabilité limitée.

Siège social: L-2320 Luxembourg, 69, boulevard de la Pétrusse.

R.C.S. Luxembourg B 184.798.

Les comptes annuels au 31.12.2014 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: 2015187571/9.
(150209976) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 novembre 2015.

5522

U X E M B O U R G

Noura S.A., Société Anonyme.

Siège social: L-1648 Luxembourg, 32, place Guillaume II.

R.C.S. Luxembourg B 140.768.

Pour la société
Fiduciaire WBM
Experts comptables et fiscaux
Signature

Référence de publication: 2015188812/13.
(150210728) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

Gibrela S.A., Société Anonyme.

Siège social: L-1150 Luxembourg, 291, route d'Arlon.

R.C.S. Luxembourg B 149.858.

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.

Un mandataire

Référence de publication: 2015186344/10.
(150208800) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Rm2 International S.A., Société Anonyme.

Siège social: L-1325 Luxembourg, 05, rue de la Chapelle.

R.C.S. Luxembourg B 188.462.

Le bilan et annexes pour la période du 24 juin 2014 au 31 décembre 2014 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: 2015186593/10.
(150208623) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Trust Investment Consulting S.à r.l., Société à responsabilité limitée.

Siège social: L-7270 Helmsange, 12, rue des Nations Unies.

R.C.S. Luxembourg B 163.758.

Les comptes annuels au 29 septembre 2015 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: 2015186650/10.
(150208170) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Art Collection Fund I SCA SIF, Société d'Investissement à capital variable - fonds d'investissement spécialisé sous

la forme d'une société en commandite par actions.

Siège social: L-2535 Luxembourg, 20, boulevard Emmanuel Servais.

R.C.S. Luxembourg B 170.547.

Luxembourg, le 20 novembre 2015.

Référence de publication: 2015188232/11.
(150210767) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5523

U X E M B O U R G

L'Instant Détente S. à r.l., Société à responsabilité limitée.

Siège social: L-3367 Leudelange, 2B, rue des Roses.

R.C.S. Luxembourg B 141.815.

Les comptes annuels au 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: 2015187870/9.
(150209840) Déposé au registre de commerce et des sociétés de Luxembourg, le 20 novembre 2015.

Argentarius Securisation Fund Management S.a.r.l., Société à responsabilité limitée.

Siège social: L-1840 Luxembourg, 11A, boulevard Joseph II.

R.C.S. Luxembourg B 180.434.

Les comptes annuels au 31.12.2014 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: 2015188231/9.
(150210473) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

Belter S.A., Société Anonyme.

Siège social: L-8245 Mamer, 51, rue de la Libération.

R.C.S. Luxembourg B 160.921.

Le bilan au 31.12.2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2015188309/9.
(150210699) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

Ghyzee, Société Anonyme.

Siège social: L-1724 Luxembourg, 9B, boulevard du Prince Henri.

R.C.S. Luxembourg B 38.188.

Les comptes annuels au 31 DECEMBRE 2014 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: 2015186343/9.
(150207728) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Take One Productions S.à r.l., Société à responsabilité limitée.

Siège social: L-3877 Schifflange, 24, rue du Stade.

R.C.S. Luxembourg B 62.635.

Les comptes annuels au 31.12.2014 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: 2015186657/9.
(150207697) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Quandis S.A., Société Anonyme.

Siège social: L-8009 Strassen, 71, route d'Arlon.

R.C.S. Luxembourg B 143.158.

Les comptes annuels au 31/12/2014 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: 2015188862/9.
(150211050) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5524

U X E M B O U R G

"Sardio Investments" S.à r.l., Société à responsabilité limitée.

Siège social: L-2453 Luxembourg, 6, rue Eugène Ruppert.

R.C.S. Luxembourg B 188.883.

Les comptes annuels au 31 décembre 2014, ainsi que les informations et documents annexes 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.

Pour Sardio Investments
Un mandataire

Référence de publication: 2015188893/12.
(150210335) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

Netlance S.A., Société Anonyme Unipersonnelle.

Siège social: L-7420 Cruchten, 3, rue Neuve.

R.C.S. Luxembourg B 32.150.

Signature.

Référence de publication: 2015188798/10.
(150211056) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

New Bridge Shipping and Trading S.A., Société Anonyme.

Siège social: L-2557 Luxembourg, 18, rue Robert Stümper.

R.C.S. Luxembourg B 191.140.

Luxembourg.

Référence de publication: 2015188800/10.
(150210599) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

Treveria G S.à r.l., Société à responsabilité limitée.

Capital social: EUR 250.000,00.

Siège social: L-2522 Luxembourg, 6, rue Guillaume Schneider.

R.C.S. Luxembourg B 116.356.

Luxembourg, le 13 novembre 2015.

Référence de publication: 2015185692/10.
(150206609) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

Société Becla S.A., Société Anonyme.

Siège social: L-5434 Niederdonven, 14, rue Gewan.

R.C.S. Luxembourg B 60.112.

Le bilan au 31.12.2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Niederdonven, le 18 novembre 2015.

C. Clausse
Administrateur délégué

Référence de publication: 2015188943/12.
(150210877) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5525

U X E M B O U R G

Pumastar S.A., Société Anonyme.

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

R.C.S. Luxembourg B 97.086.

Les comptes de clôture au 31 décembre 2014 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 11 novembre 2015.

Référence de publication: 2015186019/10.
(150207346) Déposé au registre de commerce et des sociétés de Luxembourg, le 17 novembre 2015.

Alba Lux S.A., Société Anonyme.

Siège social: L-3271 Bettembourg, 71, route de Peppange.

R.C.S. Luxembourg B 146.475.

Bettembourg, le 24 septembre 2015.

Référence de publication: 2015186143/10.
(150208558) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Café Jacoby S.à r.l., Société à responsabilité limitée.

Siège social: L-9464 Stolzembourg, 1, rue de Putscheid.

R.C.S. Luxembourg B 152.941.

Signature.

Référence de publication: 2015186202/10.
(150208606) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

WPP Luxembourg Gamma Sàrl, Société à responsabilité limitée.

Siège social: L-2330 Luxembourg, 124, boulevard de la Pétrusse.

R.C.S. Luxembourg B 79.018.

Les comptes annuels au 30.11.2013 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 20.11.2015.

Anne Ehrismann
Manager

Référence de publication: 2015189051/12.
(150211117) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

WPP Luxembourg IH 2001 Holdings, S.à r.l., Société à responsabilité limitée.

Siège social: L-2330 Luxembourg, 124, boulevard de la Pétrusse.

R.C.S. Luxembourg B 108.527.

Les comptes annuels au 3011.2014 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 20.11.2015.

Anne Ehrismann
Manager

Référence de publication: 2015189052/12.
(150211133) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5526

U X E M B O U R G

Westbourne Terrace Investments SA, Société Anonyme.

Siège social: L-8041 Strassen, 65, rue des Romains.

R.C.S. Luxembourg B 157.179.

Les Comptes Annuels au 31 décembre 2014 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: 2015189046/10.
(150211273) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

WPP Luxembourg Beta Three S.à r.l., Société à responsabilité limitée.

Siège social: L-2330 Luxembourg, 124, boulevard de la Pétrusse.

R.C.S. Luxembourg B 106.207.

Les comptes annuels au 30.11.2014 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 20.11.2015.

Anne Ehrismann
Manager

Référence de publication: 2015189050/12.
(150211106) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

WPP Luxembourg Holdings S.àr.l., Société à responsabilité limitée.

Siège social: L-2330 Luxembourg, 124, boulevard de la Pétrusse.

R.C.S. Luxembourg B 90.028.

Luxembourg, le 20.11.2015.

Thierry Lenders
Manager

Référence de publication: 2015189053/12.
(150211093) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

ZithaKlinik S.A., Société Anonyme.

Siège social: L-2763 Luxembourg, 36, rue Sainte Zithe.

R.C.S. Luxembourg B 122.364.

Le bilan au 31 décembre 2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 20 novembre 2015.

Référence de publication: 2015189059/10.
(150210518) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

Zega SA, Société Anonyme.

Siège social: L-2449 Luxembourg, 5, boulevard Royal.

R.C.S. Luxembourg B 77.833.

Le Bilan au 31.12.2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 17/11/2015.

Signature.

Référence de publication: 2015189060/10.
(150210282) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5527

U X E M B O U R G

Portofino Properties, Société Anonyme.

Siège social: L-1232 Howald, 6, rue Ernest Beres.

R.C.S. Luxembourg B 50.133.

Signature.

Référence de publication: 2015185577/10.
(150206838) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

PRO-LOCATION S.à r.l., Société à responsabilité limitée.

Siège social: L-8410 Steinfort, 8, route d'Arlon.

R.C.S. Luxembourg B 136.489.

Le bilan au 31/12/2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 16/11/2015.

Référence de publication: 2015185578/10.
(150206959) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

Séminaire Investissement S.A., Société Anonyme.

Siège social: L-4873 Lamadelaine, 16, avenue de la Gare.

R.C.S. Luxembourg B 65.937.

Pour SEMINAIRE INVESTISSEMENT S.A.

Référence de publication: 2015185640/10.
(150206632) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

Investyor Corporate Services S.A., Société Anonyme.

Siège social: L-2550 Luxembourg, 6, avenue du Dix Septembre.

R.C.S. Luxembourg B 156.076.

Les comptes annuels pour la période du 1

janvier 2014 au 31 décembre 2014 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 12 novembre 2015.

Référence de publication: 2015189529/11.
(150212109) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Meame, Société Anonyme.

Siège social: L-7471 Saeul, 10B, route d'Arlon.

R.C.S. Luxembourg B 85.826.

Pour la société
Fiduciaire WBM
Experts comptables et fiscaux
Signature

Référence de publication: 2015188773/13.
(150210727) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5528

U X E M B O U R G

Silver Wings S.A., Société Anonyme.

Siège social: L-2227 Luxembourg, 11, avenue de la Porte Neuve.

R.C.S. Luxembourg B 95.707.

Les comptes annuels au 31 Décembre 2014 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: 2015185650/10.
(150206580) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

SL Lux S.A., Société Anonyme.

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

R.C.S. Luxembourg B 147.505.

SL Lux S.A.

Référence de publication: 2015185654/10.
(150206545) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

Steffen Traiteur S.à r.l., Société à responsabilité limitée.

Siège social: L-8410 Steinfort, 8, route d'Arlon.

R.C.S. Luxembourg B 98.506.

Le bilan au 31/12/2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 16/11/2015.

Référence de publication: 2015185668/10.
(150207085) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

PSS S.à r.l., Promotions Schmit & Schmit, Société à responsabilité limitée.

Siège social: L-8079 Bertrange, 117A, rue de Leudelange.

R.C.S. Luxembourg B 168.962.

PSS Promotions Schmitt & Schmit Sàrl
117A, rue de Leudelange
L-8079 Bertrange
Signature

Référence de publication: 2015189742/13.
(150211523) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

P\S\L Group Luxembourg Holding S.à r.l., Société à responsabilité limitée.

Capital social: EUR 312.500,00.

Siège social: L-2557 Luxembourg, 7A, rue Robert Stümper.

R.C.S. Luxembourg B 174.415.

Les comptes annuels pour la période du 21 décembre 2012 (date de constitution) 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.

Luxembourg, le 23 novembre 2015.

Référence de publication: 2015189744/11.
(150212267) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

5529

U X E M B O U R G

Nipi Europe S.A., Société Anonyme.

Siège social: L-1219 Luxembourg, 17, rue Beaumont.

R.C.S. Luxembourg B 190.544.

Les comptes au 31 décembre 2014 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.

NIPI EUROPE S.A.
Alexis DE BERNARDI / Sophie ERK
Administrateur / Administrateur

Référence de publication: 2015189667/12.
(150211444) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Perecom S.A., Société Anonyme.

Siège social: L-2163 Luxembourg, 40, avenue Monterey.

R.C.S. Luxembourg B 110.303.

Le bilan de la société au 31/12/2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg.

Pour la société
Un mandataire

Référence de publication: 2015189724/12.
(150211697) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Rec-Man, Société à responsabilité limitée.

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

R.C.S. Luxembourg B 66.457.

Les comptes annuels au 30 septembre 2014 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.

REC-MAN S.à r.l.

Référence de publication: 2015189764/10.
(150212388) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Russian Mortgage Backed Securities 2008-1 S.A., Société Anonyme.

Siège social: L-1115 Luxembourg, 2, boulevard Konrad Adenauer.

R.C.S. Luxembourg B 141.133.

Le bilan au 31 décembre 2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Signatures.

Référence de publication: 2015189760/10.
(150211491) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Parmalat Soparfi S.A., Société Anonyme.

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

R.C.S. Luxembourg B 47.873.

Luxembourg, le 23 novembre 2015.

Référence de publication: 2015189717/10.
(150212229) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

5530

U X E M B O U R G

PPL Great Real Estate S.à.r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1313 Luxembourg, 2A, rue des Capucins.

R.C.S. Luxembourg B 113.884.

EXTRAIT

Der Jahresabschluss vom 31.12.2013 wurde beim Handels- und Gesellschaftsregister von Luxemburg hinterlegt.
Zwecks Veröffentlichung im Mémorial, Recueil des Sociétés et Associations.

Unterschrift
Geschäftsführer

Référence de publication: 2015189736/12.
(150211959) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Remagg S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1313 Luxembourg, 2A, rue des Capucins.

R.C.S. Luxembourg B 113.890.

EXTRAIT

Der Jahresabschluss vom 31.12.2013 wurde beim Handels- und Gesellschaftsregister von Luxemburg hinterlegt.
Zwecks Veröffentlichung im Mémorial, Recueil des Sociétés et Associations.

Unterschrift
Geschäftsführer

Référence de publication: 2015189765/12.
(150212205) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Sandlark Investments Holdings S.à.r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-2163 Luxembourg, 35, avenue Monterey.

R.C.S. Luxembourg B 111.343.

Les comptes 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.

Pour Sandlark Investments Holdings S.à r.l.

Référence de publication: 2015189805/10.
(150211505) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Subak S.A. SPF, Société Anonyme - Société de Gestion de Patrimoine Familial.

Siège social: L-1840 Luxembourg, 40, boulevard Joseph II.

R.C.S. Luxembourg B 182.545.

COMPAGNIE FINANCIERE DE GESTION LUXEMBOURG S.A.
Boulevard Joseph II
L-1840 Luxembourg
Signature

Référence de publication: 2015188961/13.
(150211146) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

5531

U X E M B O U R G

Pilzenwelt S.A., Société Anonyme.

Siège social: L-1930 Luxembourg, 66, avenue de la Liberté.

R.C.S. Luxembourg B 178.739.

Signature.

Référence de publication: 2015189728/10.
(150211676) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Portfolio West, Société Anonyme.

Siège social: L-2220 Luxembourg, 560A, rue de Neudorf.

R.C.S. Luxembourg B 114.479.

Le bilan au 30 novembre 2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.

Luxembourg, le 24 novembre 2015.

Signature.

Référence de publication: 2015189700/10.
(150212292) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

TouchWind Hanseatic 2 S.à r.l., Société à responsabilité limitée.

Capital social: USD 18.000,00.

Siège social: L-2633 Senningerberg, 56, route de Trèves.

R.C.S. Luxembourg B 173.375.

Luxembourg, le 16 novembre 2015.

Référence de publication: 2015185680/10.
(150206944) Déposé au registre de commerce et des sociétés de Luxembourg, le 16 novembre 2015.

Chapeau Moderne Entreprise de Toiture S.à r.l., Société à responsabilité limitée unipersonnelle.

Siège social: L-4018 Esch-sur-Alzette, 10, rue d'Audun.

R.C.S. Luxembourg B 127.388.

Signature.

Référence de publication: 2015186230/10.
(150208776) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

Franmar Holding S.A., Société Anonyme.

Siège social: L-2535 Luxembourg, 16, boulevard Emmanuel Servais.

R.C.S. Luxembourg B 28.155.

Les comptes annuels au 30 juin 2015 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: 2015186328/10.
(150207842) Déposé au registre de commerce et des sociétés de Luxembourg, le 18 novembre 2015.

5532

U X E M B O U R G

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

Capital social: EUR 1.080.000,00.

Siège social: L-7257 Walferdange, 2, Millewee.

R.C.S. Luxembourg B 105.719.

Les comptes annuels arrêtés au 31 décembre 2014 de la société 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.

Walferdange.

Un agent domiciliataire

Référence de publication: 2015189643/12.
(150211862) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Great German Offices, Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1313 Luxembourg, 2A, rue des Capucins.

R.C.S. Luxembourg B 113.871.

EXTRAIT

Der Jahresabschluss vom 31.12.2013 wurde beim Handels- und Gesellschaftsregister von Luxemburg hinterlegt.
Zwecks Veröffentlichung im Mémorial, Recueil des Sociétés et Associations.

Unterschrift
Geschäftsführer

Référence de publication: 2015189453/12.
(150212208) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Taurus Euro Logistics Holding Sàrl, Société à responsabilité limitée.

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

R.C.S. Luxembourg B 160.954.

Les comptes annuels au 31 décembre 2014 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: 2015189848/9.
(150211836) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Tournesol Investissements S.A., Société Anonyme.

Siège social: L-1528 Luxembourg, 1, boulevard de la Foire.

R.C.S. Luxembourg B 173.496.

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: 2015189850/9.
(150211550) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Taxis Colux S.à r.l., Société à responsabilité limitée.

Siège social: L-2543 Luxembourg, 24, Dernier Sol.

R.C.S. Luxembourg B 5.298.

Le Bilan au 31 décembre 2014 a été déposé au registre de commerce et des sociétés de Luxembourg.
Pour mention aux fins de la publication au Mémorial, Recueil des Sociétés et Associations.
Référence de publication: 2015189856/9.
(150212405) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

5533

U X E M B O U R G

TCL S.à.r.l., Société à responsabilité limitée.

Siège social: L-2714 Luxembourg, 6-12, rue du Fort Wallis.

R.C.S. Luxembourg B 63.053.

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: 2015189858/9.
(150211744) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

TDWsport S.à r.l., Société à responsabilité limitée.

Siège social: L-5423 Ersange, 15, rue du Village.

R.C.S. Luxembourg B 140.299.

Les comptes annuels au 31.12.2014 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: 2015189859/9.
(150212102) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

TEN-X S.A., Société Anonyme.

Siège social: L-1449 Luxembourg, 18, rue de l'Eau.

R.C.S. Luxembourg B 61.426.

Les comptes annuels au 31 décembre 2014 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: 2015189862/9.
(150211536) Déposé au registre de commerce et des sociétés de Luxembourg, le 24 novembre 2015.

Wellbeing at Work S.à r.l., Société à responsabilité limitée.

Siège social: L-4483 Soleuvre, 8, rue F-D Roosevelt.

R.C.S. Luxembourg B 152.452.

Les comptes annuels au 31.12.2014 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: 2015189045/9.
(150210808) Déposé au registre de commerce et des sociétés de Luxembourg, le 23 novembre 2015.

M&G Chemicals, Société Anonyme.

Siège social: L-1855 Luxembourg, 37A, avenue J.F.Kennedy.

R.C.S. Luxembourg B 174.890.

In the year two thousand and fifteen, on the seventeenth day of September.
Before Us Me Jacques Kesseler, notary residing in Pétange, Grand-Duchy of Luxembourg,

is held

an extraordinary general meeting of the shareholders (the Meeting) of M&G Chemicals, a public limited liability com-

pany (société anonyme), having its registered office at 37/a, avenue J.F. Kennedy, L-1855 Luxembourg, and registered
with the Luxembourg Trade and Companies Register under the number B 174890 (the Company). The Company has been
incorporated pursuant to a deed of Me Cosita Delvaux, notary residing in Luxembourg, dated 29 January 2013 and published
in the Mémorial C, Recueil des Sociétés et Associations, N° 713 of 23 March 2013. The articles of association of the
Company (the Articles) have been amended several times and for the last time by a deed of Me Cosita Devlaux dated 14
January 2015, published in the Mémorial C, Recueil des Sociétés et Associations, N° 943 of 8 April 2015.

Philippe THIEBAUD, Avocat à la Cour, professionally residing in Luxembourg, has been designated as chairman (the

Chairman). The Chairman appoints Dorian HELLINCKX, employée, professionally residing in Luxembourg, as secretary
of the Meeting (the Secretary) The Meeting elects Laurent GOYER, avocat, professionally residing in Luxembourg, as
scrutineer of the Meeting (the Scrutineer),

(the Chairman, the Secretary and the Scrutineer are collectively referred to hereafter as the Bureau).

5534

U X E M B O U R G

The shareholders of the Company represented at the Meeting and the number of shares it holds are indicated on an

attendance list which will remain attached to the present deed after having been signed by the representative of the sole
shareholder, the members of the Bureau and the undersigned notary.

The proxies from the shareholders (the Proxies), after signature ne varietur by all appearing parties and the undersigned

notary, will also remain attached to the present deed in order to be filed at the same time with the registration authorities.

The Bureau having thus been constituted, the Chairman declares and requests the notary to state that:
I. It appears from the attendance list established and certified by the members of the Bureau that all the (i) 100,000,000

(one hundred million) Common Shares Class I of the Company and (ii) 37,500,000 (thirty-seven million five hundred
thousand) Series A Preferred Shares of the Company are duly represented at this Meeting, which is consequently regularly
constituted and may deliberate upon the items of the agenda, hereinafter reproduced, without prior notice.

II. The agenda of the Meeting is worded as follows (any terms not otherwise defined in the agenda shall have the meanings

ascribed to them in the articles of association of the Company as to be amended and restated under the shareholder resolution
proposed to be passed under item (2) of the agenda (the Amended and Restated Articles) in the form attached to the Proxies):

1. Waiver of the convening notices.
2. Creation of two classes of Series A Preferred Shares, namely Series A-1 Preferred Shares Series A-2 Preferred Shares,

subject to and effective as of the fulfilment of the Condition, with such terms as to be set forth in the Amended and Restated
Articles, and, without limiting the foregoing, express acknowledgement and approval of the different Conversion Price of
each of the Series A-1 Preferred Shares and the Series A-2 Preferred Shares.

Amendment of the existing authorisation to the board of directors of the Company (the Board) under the authorised

share capital, subject to and effective as of the fulfilment of the Condition, so that the Board, for a period of 5 (five) years
(a) may issue (i) 6,250,000 (six million five hundred thousand) Series A-2 Preferred Shares (convertible into Conversion
Common Shares in accordance with the Amended and Restated Articles), with a par value of USD 0.01 (one Cent of US
Dollar) each, representing a total share capital increase of USD 62,500 (sixty-two thousand five hundred United States
Dollars), to Magnate S.à r.l. (Magnate) for an issue price to be paid in cash in an amount of USD 34,333,333.30 (thirty-
four million three hundred and thirty-three thousand three hundred and thirty-three United States Dollars and thirty Cents),
(ii) up to 42,788,462 (forty-two million seven hundred eighty-eight thousand four hundred sixty-two) Series A Preferred
Shares (convertible into Conversion Common Shares in accordance with the Amended and Restated Articles), represented
by 36,675,824 (thirty-six million six hundred seventy-five thousand eight hundred twenty-four) Series A-1 Preferred Shares
and 6,112,638 (six million one hundred twelve thousand six hundred thirty-eight) Series A-2 Preferred Shares, with a par
value of USD 0.01 each, representing a total share capital increase of USD 427,884.62 (four hundred twenty-seven thousand
eight hundred eighty-four United States Dollars and sixty-two cents), as PIK Shares to be issued to the Preferred Holders
by way of allocation of distributable profits and reserves, including without limitation the share premium, Capital Contri-
bution or other available reserves, (iii) (A) 25,000,000 (twenty-five million) Beneficiary Certificates A, with an accounting
par value of USD 0.01 (one cent of US Dollar) each, to Magnate that are convertible into Conversion Common Shares in
accordance with the Amended and Restated Articles, to be issued by way of allocation of distributable profits and reserves,
including without limitation the share premium, Capital Contribution or other available reserves, and (B) 66,666,670 (sixty-
six million six hundred sixty-six thousand six hundred seventy) Beneficiary Certificates A, with an accounting par value
of USD 0.01 each, to Magnate that are convertible into Conversion Common Shares in accordance with the Amended and
Restated Articles to be issued against the payment of an issue price per Beneficiary Certificate A equal to its accounting
par value, representing for both items (A) and (B) a total share capital increase upon conversion into Conversion Common
Shares of USD 916,666.70 (nine hundred sixteen thousand six hundred sixty-six US Dollars and seventy cents) and (iv)
up to 456,410,404 (four hundred fifty-six million four hundred ten thousand four hundred four) Beneficiary Certificates
A, with an accounting par value of USD 0.01 (one cent of US Dollar) each, to the Preferred Holders that are convertible
into Conversion Common Shares in accordance with the Amended and Restated Articles, representing a total share capital
increase upon conversion into Conversion Common Shares of USD 4,564,104.04 (four million five hundred sixty-four
thousand one hundred four US Dollars and four cents) and (b) may suppress or limit any preferential or pre-emptive rights
of any type of the Shareholders for the purpose of any issuance described above; (B) submission of the report of the Board
(the Board Report) within the meaning of article 32-3(5) of the Luxembourg Companies Act of 10 August 1915 as amended
(the Luxembourg Companies Act) with respect to, amongst other things, the authority to be granted to the Board to suppress
or limit any preferential or pre-emptive rights of any type of the Shareholders for the purpose of any issuance of Series A
Preferred Shares and Beneficiary Certificates A under the authorisation referred to under item (A), (C) confirmation for
the avoidance of doubt that no further waiver or authorisation of waiver or suppression of pre-emptive rights is required
in connection with the conversion of the Series A Preferred Shares and Beneficiary Certificates A pursuant to Article 3.4
of the Amended and Restated Articles, and (D) confirmation and renewal of the approval of the pre-emptive rights and
related procedure as set forth in article 3.11 of the Amended and Restated Articles.

Reclassification, subject to and effective as of the fulfilment of the Condition, of the 37,500,000 (thirty-seven million

five hundred thousand) Series A Preferred Shares, having a par value of USD 0.01 (one cent of US Dollar) each, into
37,500,000 (thirty-seven million five hundred thousand) Series A-1 Preferred Shares, having a par value of USD 0.01 (one
cent of US Dollar) each, and suppression of any preferential or preemptive rights of any type that the shareholders of the
Company may have for the purpose of such conversion, on the basis of the Board Report.

5535

U X E M B O U R G

Acknowledgement and approval of the terms of the Amended and Restated Articles in the form of the Amended and

Restated Articles attached to the proxies of the shareholders for the purpose of the Meeting (including the terms of article
15.9 of the Amended and Restated Articles according to which, inter alia, the BC A Reserve constitutes the advance payment
of the par value (and actual issue price) of the Conversion Common Shares into which the Beneficiary Certificates A may
convert pursuant to the terms of the Amended and Restated Articles) and, subject to and effective as of the fulfilment of
the Condition, amendment and restatement of the Company's articles of association in their entirety, in the form of the
Amended and Restated Articles, to reflect inter alia (i) the creation of the different classes of shares, and of the rights and
obligations thereof, referred to above, and (ii) the amendment of the authorisation granted to the Board under the authorised
share capital referred to above (with no amendment to the corporate purpose article of the Company's articles of association).

Condition shall mean the receipt by the Company of the aggregate issue price of USD 35,000,000 (thirty-five million

United States Dollars) in consideration for the 6,250,000 (six million two hundred fifty thousand) Series A-2 Preferred
Shares and the 66,666,670 (sixty-six million six hundred and sixty-six thousand six hundred and seventy United States
Dollars) Beneficiary Certificates A to be issued to Magnate pursuant to the decision of the Board made under article 3.3
(a) and 3.3 (c) (B) of the Amended and Restated Articles.

Grant of authority to confirm the satisfaction of the Condition and to enact in front of a Luxembourg notary the satis-

faction of the Condition, upon which the effectiveness of the Amended and Restated Articles is conditional.

3. Miscellaneous.
The Meeting has taken unanimously the following resolutions.

First resolution

The entirety of the Company's share capital being represented at the Meeting, the Meeting waives the convening notice,

the shareholders of the Company represented at the Meeting considering themselves as duly convened and declaring having
perfect knowledge of the agenda and the Amended and Restated Articles, each of which has been communicated to them
in advance.

Second resolution

The Meeting resolves to create two classes of Series A Preferred Shares, namely Series A-1 Preferred Shares and Series

A-2 Preferred Shares, subject to and effective as of the fulfilment of the Condition, with such terms as to be set forth in the
Amended and Restated Articles to be adopted below, and to approve the terms thereof including, without limiting the
foregoing, the terms of Article 15.11 of the Amended and Restated Articles which shall read as follows:

“ 15.11. As of the date of the first issuance of the Series A-2 Preferred Shares, Conversion Price for each Series A-1

Preferred Share shall equal $7.50 (seven point fifty United States Dollars) and the Conversion Price for each Series A-2
Preferred Share shall equal $7.50 (seven point fifty United States Dollars). In order to prevent dilution of the conversion
rights granted under this subdivision, the Conversion Price shall also be subject to adjustment from time to time pursuant
to this Article 15.”

The Meeting is provided with a copy of, and acknowledges and approves, the Board Report.
The Meeting resolves to, subject to and effective as of the fulfilment of the Condition, amend the authorisation to the

Board under the authorised share capital so that the Board, for a period of 5 (five) years, (a) may issue (i) 6,250,000 (six
million two hundred fifty thousand) Series A-2 Preferred Shares (convertible into Conversion Common Shares in accor-
dance with the Amended and Restated Articles), with a par value of USD 0.01 (one cent of US Dollar) each, representing
a total share capital increase of USD 62,500 (sixty-two thousand five hundred United States Dollars), to Magnate for an
issue price to be paid in cash in an amount of USD 34,333,333.30 (thirty-four million three hundred thirty-three thousand
three hundred and thirty-three United States Dollars and thirty Cents), (ii) up to 42,788,462 (forty-two million seven hundred
eighty-eight thousand four hundred sixty-two) Series A Preferred Shares, represented by 36,675,824 (thirty-six million six
hundred seventy-five thousand eight hundred twenty-four) Series A-1 Preferred Shares and 6,112,638 (six million one
hundred twelve thousand six hundred thirty-eight) Series A-2 Preferred Shares, (convertible into Conversion Common
Shares in accordance with the Amended and Restated Articles), with a par value of USD 0.01 each, representing a total
share capital increase of USD 427,884.62 (four hundred twenty-seven thousand eight hundred eighty-four US Dollars and
sixty-two cents), as PIK Shares to be issued to the Preferred Holders by way of allocation of distributable profits and
reserves, including without limitation the share premium, Capital Contribution or other available reserves, (iii) (A)
25,000,000 (twenty-five million) Beneficiary Certificates A, with an accounting par value of USD 0.01 each, to the Investor
that are convertible into Conversion Common Shares in accordance with the Amended and Restated Articles, to be issued
by way of allocation of distributable profits and reserves, including without limitation the share premium, Capital Contri-
bution or other available reserves, and (B) 66,666,670 (sixty-six million six hundred and sixty-six thousand six hundred
and seventy United States Dollars) Beneficiary Certificates A, with an accounting par value of USD 0.01 (one cent of US
Dollar) each, to Magnate that are convertible into Conversion Common Shares in accordance with the Amended and
Restated Articles to be issued against the payment of an issue price per Beneficiary Certificate A equal to its accounting
par value, representing for both items (A) and (B) a total share capital increase upon conversion into Conversion Common
Shares of USD 916,666.70 (nine hundred sixteen thousand six hundred sixty-six US Dollars and seventy cents) and (iv)
up to 456,410,404 (four hundred fifty-six million four hundred ten thousand four hundred four) Beneficiary Certificates A

5536

U X E M B O U R G

(convertible into Conversion Common Shares in accordance with the Amended and Restated Article), with an accounting
par value of USD 0.01 (one cent of US Dollar) each, representing a total share capital increase upon conversion into
Conversion Common Shares of USD 4,564,104.04 (four million five hundred sixty-four thousand one hundred four US
Dollars and four cents) and (b) may suppress or limit any preferential or pre-emptive rights of any type of the Shareholders
for the purpose of any such issuance (the Authorisation). The Meeting resolves that the Authorisation shall last for a period
of five years starting from on the time of its effectiveness pursuant to the decisions passed at this Meeting. The Meeting
resolves that the terms of the Authorisation are further set out in Article 3.3 through Article 3.7 of the Amended and Restated
Articles to be adopted under the fifth resolution below.

The Meeting expressly confirms for the avoidance of doubt that no further waiver or authorisation of waiver or sup-

pression of pre-emptive rights is required in connection with the conversion of the Series A Preferred Shares and Beneficiary
Certificates A pursuant to Article 3.4 of the Amended and Restated Articles.

The Meeting expressly confirms and renews, for the avoidance of doubt, its approval regarding the pre-emptive rights

and related procedure as set forth in article 3.11 of the Amended and Restated Articles.

The Meeting resolves to, subject to and effective as of the fulfilment of the Condition, reclassify the 37,500,000 (thirty-

seven million five hundred thousand) Series A Preferred Shares, having a par value of USD 0.01 each, into 37,500,000
(thirty-seven million five hundred thousand) Series A-1 Preferred Shares, having a par value of USD 0.01 each. The Meeting
further acknowledges that effective as of the reclassification of the Original Series A Preferred Shares into Series A-1
Preferred Shares and the date of first issuance of Series A-2 Preferred Shares, the Active A Number is 2,916,667 (two
million nine hundred sixteen thousand six hundred sixty-seven).

The Meeting acknowledges that the terms of the Series A-1 Preferred Shares are set out in the Amended and Restated

Articles to be adopted below. The Meeting acknowledges in particular that the Series A-1 Preferred Shares are convertible
into, and give rise to the issuance of Conversion Common Shares, on the terms set out in the Amended and Restated Articles.

The Meeting resolves to confirm the suppression of any preferential or pre-emptive rights of any type that the share-

holders of the Company may have for the purpose of such conversion, on the basis of the Board Report.

The Meeting acknowledges that the conversion resolved upon in this resolution will be reflected, together the other

relevant amendments to be decided in this resolution, in Article 3 of the Amended and Restated Articles to be adopted.

The Meeting acknowledges and resolves to approve the detailed provisions of the Amended and Restated Articles in

the form attached to the Proxies and as set forth below (including the terms of article 15.9 of the Amended and Restated
Articles according to which, inter alia, the BC A Reserve constitutes the advance payment of the par value (and actual issue
price) of the Conversion Common Shares into which the Beneficiary Certificates A may convert pursuant to the terms of
the Amended and Restated Articles).

The Meeting resolves to amend and restate the articles of association of the Company in their entirety (with no amend-

ment to the corporate purpose article), subject to and effective as of the fulfilment of the Condition, so that they shall
henceforth read as follows:

“Interpretation

In these Articles, unless the subject or the content otherwise provides:
A Director means a member of the Board appointed from a list of candidates submitted by the Preferred Majority;
accounting par value means, with respect to any Beneficiary Certificate, USD 0.01(one cent) per Beneficiary Certificate.
Acceptance Notice shall have the meaning set out in Article 22.3;
Accruing Series A Dividend shall have the meaning set out in Article 5.3;
Accruing BC B Dividend shall have the meaning set out in the Newco Stockholders Agreement;
Active A Number means, as of any date of determination, a number equal to the positive difference (if any) of (1) the

aggregate number of Common Shares into which the Series A Preferred Shares held by the Preferred Holders would be
convertible on such date (at the Conversion Price for the applicable series of Series A Preferred Shares then in effect) less
(2) the aggregate number of the applicable series of Series A Preferred Shares held by such Preferred Holders, rounded to
the nearest whole number. Effective as of the reclassification of the Original Series A Preferred Shares into Series A-1
Preferred Shares and the date of first issuance of Series A-2 Preferred Shares, and the subsequent adjustment of the Con-
version Price, the Active A Number is 2,916,667 (two million nine hundred and sixteen thousand six hundred and sixty
seven), without prejudice to any further activation under Article 4.10;

Active Beneficiary Certificates A refers to the sub-class of Beneficiary Certificates A referred to as Active Beneficiary

Certificates A, reclassified from Inactive Beneficiary Certificates A to Active Beneficiary Certificates A in accordance
with these Articles, and having the terms set forth in these Articles;

Additional Drop Away Event means (a) the occurrence of the Additional Drop Away Event Condition and (b) delivery

by the Preferred Majority of an Additional Drop Away Event Response Notice expressly accepting the Additional Drop
Away Event in accordance with Article 10;

Additional Drop Away Event Condition shall have the meaning set out in Article 10.1;
Additional Drop Away Event Request Notice shall have the meaning set out in Article 10.1;
Additional Drop Away Event Response Notice shall have the meaning set out in Article 10.2;

5537

U X E M B O U R G

Additional Securities shall have the meaning set out in the Shareholders Agreement (if any);
Affiliate means with respect to any Person, a Person that directly, or indirectly through one or more intermediaries,

controls, is controlled by or is under common control with, such Person and, in the case of an individual, includes any
relative or spouse of such Person, or any relative of such spouse, in, in each case, up to, and including, a second degree of
consanguinity and the heirs and the executors of any of the foregoing persons and any trust, family partnership or limited
liability company, the sole beneficiaries, partners or members of which are any of the foregoing persons. The term “control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise. The Preferred Holders shall not
be deemed Affiliates of the Company or any of its Subsidiaries. With respect to the Investor, the term “Affiliate” shall also
include any investment fund, alternative investment vehicle or account now or hereafter existing which is controlled,
managed or advised by the general partner, investment manager or investment advisor of the Investor or an Affiliate of
such general partner, investment manager or investment advisor;

Aggregate BC B Redemption Price means the sum of the Redemption Price (as defined in the Newco Articles) of all

Newco BCs B outstanding;

Aggregate Series A Liquidation Preference means the sum of the Liquidation Preference of all Series A Preferred Shares

then outstanding;

Aggregate Series A Redemption Price means, at any time, the sum of the Redemption Price of all Series A Preferred

Shares then outstanding;

Antitrust Event shall have the meaning set out in the relevant Shareholders Agreement (if any);
Antitrust Event Call Option shall have the meaning set out in Article 15.20;
Antitrust Event Dividend Remedy shall have the meaning set out in Article 15.20;
Antitrust Event Notice shall have the meaning set out in Article 15.20;
Antitrust Event Put Option shall have the meaning set out in Article 15.20;
Antitrust Put Option Date shall have the meaning set out in Article 15.20;
Approved Plan means any written stock option, stock purchase, stock incentive, stock appreciation right, restricted stock,

restricted stock unit or other plan or arrangement provided to directors, officers, and/or employees of the Company or its
Subsidiaries and any increase in the number of shares or other interests of Equity Securities available for awards that may
be granted to directors, officers, and/or employees of the Company or its Subsidiaries pursuant to any of the foregoing;
provided, that such plan, arrangement or increase is approved by (i) a majority of the Board and (ii) the Preferred Majority.
For the avoidance of doubt, nothing in these Articles shall prohibit any bona fide plan or arrangement provided or granted
to directors, officers and/or employees of the Company or its Subsidiaries by M&G Finanziaria in respect of Capital Stock
held by M&G Finanziaria;

Articles shall mean the present articles of association of the Company and all supplementary, amended or substituted

articles for the time being in force;

Asian Bio MEG Project shall have the meaning set out in the relevant Shareholders Agreement (if any);
Authorisation shall have the meaning set out in Article 3.3;
BC A Reserve shall have the meaning set out in Article 4.8;
BC B Reserve shall have the meaning set out in Article 4.9;
B Director means a member of the Board appointed means a member of the Board appointed from a list of candidates

submitted by M&G Finanziaria (or its Permitted Transferee);

Board shall mean the board of Directors;
Beneficiary Certificates means the Beneficiary Certificates A and the Beneficiary Certificates B;
Beneficiary Certificates A means the beneficiary certificates (parts bénéficiaires) of class A in the Company issued in

accordance with these Articles and having the terms provided for under these Articles;

Beneficiary Certificates B means the beneficiary certificates (parts bénéficiaires) of class B in the Company issued in

accordance with these Articles and having the terms provided for under these Articles;

Business Day means, with respect to the recipient of any notice, any day except a Saturday, Sunday or other day on

which commercial banks in Luxembourg City, Milan, Italy or New York, New York are authorized or required by law to
close;

Capital Stock means (a) Common Shares, Series A Preferred Shares and Beneficiary Certificates (whether in issue or

issued in the future in any context) and (b) other shares or other interests in the capital of the Company as well as any other
equity instrument of the Company, including without limitation beneficiary certificates (parts bénéficiaires);

Capital Contribution Account shall have the meaning set out in Article 3.13;
Capital Contribution shall have the meaning set out in Article 3.13;
Chairman shall mean the Director appointed by the Board as chairman of the Board;
CC Facility Modification shall have the meaning set out in the relevant Shareholders Agreement (if any);
CC Guaranty shall have the meaning set out in the Shareholders Agreement (if any);

5538

U X E M B O U R G

Change of Control means members of the Ghisolfi Family and their Permitted Transferees cease to own and control,

directly or indirectly, 50% (fifty per cent) or more of the Voting Rights and Capital Stock of the Company (other than any
Voting Rights and Capital Stock held by the Preferred Holders); provided, that a Change of Control shall not be deemed
to have occurred (i) by reason of a Person having an Encumbrance on Capital Stock or other Equity Securities pursuant to
Article 19.10 so long as such Capital Stock or other Equity Securities are not otherwise Transferred to such Person (by
lender foreclosure or otherwise) or (ii) in respect of any sale, consolidation or merger of the Company in which the Ghisolfi
Family and their Permitted Transferees own and control, directly or indirectly, 50% (fifty per cent)or more of the Voting
Rights and Equity Securities of the surviving corporation (other than any Voting Rights and Equity Securities held by the
Preferred Holders);

Change of Control Breach shall have the meaning set out in Article 7.6;
Charter Documents shall have the meaning set out in the relevant Shareholders Agreement (if any);
Co-Investor shall have the meaning set out in the relevant Shareholders Agreement (if any);
Company shall mean M&G Chemicals, a société anonyme governed by the laws of the Grand Duchy of Luxembourg

and registered with the Luxembourg trade and companies register under number B174.890;

Company Alternative Election shall have the meaning set out in Article 9.2;
Company Drag Acceptance shall have the meaning set out in Article 9.2;
Company Notice shall have the meaning set out in Article 9.2;
Common As-Converted Percentage means, with respect to each Shareholder, the result obtained by dividing (i) the

number of Common Shares held by such Shareholder (assuming the conversion of all Series A Preferred Shares (and
Related Conversion BCs) into Common Shares at the then-existing applicable Conversion Price for the relevant series of
Series A Preferred Shares) by (ii) the number of Common Shares held by all Shareholders (assuming the conversion of all
Series A Preferred Shares (and Related Conversion BCs) into Common Shares at the then-existing applicable Conversion
Price for each series of Series A Preferred Shares);

Common As-Converted Tag Percentage means, with respect to each Participating Investor, the result obtained by di-

viding (i) the number of Common Shares held by such Participating Investor (assuming the conversion of all Series A
Preferred Shares (and Related Conversion BCs) into Common Shares at the then-existing applicable Conversion Price for
each series of Series A Preferred Shares) by (ii) the number of Common Shares held by all Participating Investors and the
Selling Shareholder immediately prior to the consummation of the Proposed Transfer (assuming the conversion of all Series
A Preferred Shares (and Related Conversion BCs) into Common Shares at the then-existing applicable Conversion Price
for each series of Series A Preferred Shares;

Common Holders means holders of Common Shares, excluding, however, Preferred Holders holding Conversion Com-

mon Shares. Prior to the Conversion Remedy, the Common Holders shall hold Common Shares Class I and after the
Conversion Remedy, the Common Holders shall hold Common Shares Class II (except in respect of the Excluded Shares);

Common Shares shall mean the Common Shares Class I and, if the Conversion Remedy has occurred, the Common

Shares Class II, in each case having the terms set out in these Articles;

Common Shares Class I and Common Shares Class II shall mean the Common Shares designated as Common Shares

Class I and Common Shares Class II of the Company, as each is described in these Articles. For the avoidance of doubt,
(i) Common Shares held by each Preferred Holder shall at all times be Common Shares Class I and (ii) if the Conversion
Remedy has occurred, Common Shares held by each Common Holder shall at all times be Common Shares Class II (other
than any Excluded Shares);

Conversion Common Shares has the meaning set out in Article 15.2. For the avoidance of doubt, if the Conversion

Remedy has occurred, Conversion Common Shares shall be Common Shares Class I, other than in the case of a conversion
described in Article 17.3, Article 15.18 and/or Article 15.19;

Conversion Election Period shall have the meaning set out in Article 9.6;
Conversion Information shall have the meaning set out in Article 15.2;
Conversion Notice shall have the meaning set out in Article 15.2;
Conversion Price shall have the meaning set out in Article 15.11;
Conversion Remedy shall have the meaning set out in Article 7.8;
Conversion Remedy Date shall have the meaning set out in Article 7.8;
Conversion Remedy Notice shall have the meaning set out in Article 7.8;
Conversion Remedy Waiver shall have the meaning set out in Article 12.3;
Converted Preferred Shares shall have the meaning set out in Article 15.2;
Convertible Preferred Equity Securities means, collectively, the Series A Preferred Shares and the Beneficiary Certifi-

cates A;

Corpus Christi Plant means the Company’s project to construct PTA and PET plants in Corpus Christi, Texas, United

States;

Corpus Christi Project has the meaning given to such term in the relevant Shareholders Agreement (if any);

5539

U X E M B O U R G

Current Preferred Balance means, as at any date of determination, an amount equal to (i) the Deemed Issue Price

multiplied by the number of Series A Preferred Shares issued on and after the date of first issuance of the Original Series
A Preferred Shares through such date of determination (including PIK Shares) plus (ii) all accrued dividends on the Series
A Preferred Shares from the date of first issuance of the Original Series A Preferred Shares through such date of determi-
nation (without duplication for dividends paid by the issuances of PIK Shares included in clause (i)) less (iii) all cash
payments made to holders of Series A Preferred Shares and Newco BCs B in respect of any (a) Accruing BC B Dividends
or Accruing Series A Dividends and (b) redemptions of Series A Preferred Shares and Newco BCs B (in each case, without
duplication for any offsets) (with any Series A Preferred Shares converted into Conversion Common Shares treated for
this purpose as having been redeemed at their Deemed Issue Price);

Cutoff Date shall have the meaning set out in Article 9.4;
Convertible Securities shall have the meaning set out in the relevant Shareholders Agreement (if any);
dealing day means a day on which the Relevant Stock Exchange or relevant market is open for business and on which

Common Shares or other relevant Equity Securities may be dealt in (other than a day on which the Relevant Stock Exchange
or relevant market is scheduled to or does close prior to its regular closing time);

Deemed Issue Price means $8.00 (eight United States Dollars) per Series A Preferred Share, as adjusted for any stock

splits, stock dividends, recapitalizations, combinations or similar transactions with respect to the Series A Preferred Shares
after the date of the first issuance of the Original Series A Preferred Shares;

Director shall mean any member of the board of directors of the Company from time to time;
Divestment Amount shall have the meaning set out in Article 15.20;
Dividend Rate means, with respect to each Series A Preferred Share, the per annum rate equal to 7% (seven per cent);
Drag Along Notice shall have the meaning set out in Article 21.1;
Drag Along Sale shall mean a Sale of the Company in accordance with Section 7.1 in the relevant Shareholders Agree-

ment (if any) (including a Preferred Drag Transaction);

Drag Conversion shall have the meaning set out in Article 9.2;
Drag Conversion Notice shall have the meaning set out in Article 9.9;
Drag Included Series shall have the meaning set out in Article 9.7;
Drag Optional Convert Series shall have the meaning set out in Article 9.7;
Drag Notice shall have the meaning set out in Article 9.1;
Drag Redemption shall have the meaning set out in Article 9.2;
Drag Redemption Closing Notice shall have the meaning set out in Article 9.8;
Drag Redemption Date shall have the meaning set out in Article 9.6;
Drag Redemption Election Notice shall have the meaning set out in Article 9.6;
Drag Redemption Proceeds shall have the meaning set out in Article 9.8;
Drag Redemption Response Notice shall have the meaning set out in Article 9.7;
Drop Away Event means the earliest to occur of (i) the Company being rated investment grade by Standard & Poor’s,

Moody’s Investors Services or Fitch Ratings Inc., (ii) less than 50% (fifty per cent) of the Series A Preferred Shares,
calculated on an combined basis for both series of Series A Preferred Shares, issued and outstanding as of the date of first
issuance of Series A-2 Preferred Shares, remaining outstanding; provided, that, this clause (ii) shall not apply if any such
reduction in Series A Preferred Shares occurs after a Trigger Event or Specified Breach or (iii) an Additional Drop Away
Event. If a Liquidation Event or Sale Event has occurred and all Series A Preferred Shares have not been redeemed as a
result of a lack of sufficient legally available assets, funds or reserves, a Drop Away Event shall not be deemed to occur
until all such Series A Preferred Shares have been redeemed in full;

Drop Away Redemption shall have the meaning set out in Article 10.4;
Drop Away Redemption Date shall have the meaning set out in Article 10.5;
Drop Away Redemption Notice shall have the meaning set out in Article 10.5;
Drop Away Response Period shall have the meaning set out in Article 10.5;
EBITDA shall have the meaning ascribed to it in the relevant Shareholders Agreement;
Electing Holders shall have the meaning set out in Article 21.1;
Election Period shall have the meaning set out in Article 3.11;
Eligible Subscriber means any Preferred Holder that certifies to the Company’s reasonable satisfaction that such holder

is an “accredited investor” as defined in Regulation D promulgated under the Securities Act;

Encumbrance means any pledge, mortgage, hypothecation or encumbrance (including by assignment as collateral to

lenders);

Equity Security means, with respect to any Person, any stock of such Person or similar security of such Person (whether

or not containing Voting Rights), including, without limitation, securities containing equity features and securities con-
taining profit participation features, or any security convertible or exchangeable, with or without consideration, into or for

5540

U X E M B O U R G

any stock or similar security, or any security carrying any warrant or right to subscribe for or purchase any stock or similar
security, or any such warrant or right;

Excluded Equity Issuance shall have the meaning given thereto in the relevant Shareholders Agreement (if any) (in-

cluding for the avoidance of doubt, any issue of Equity Securities to the Preferred Holders pursuant to these Articles or the
relevant Shareholders Agreement (if any));

Excluded Newco Transaction shall have the meaning set out in the relevant Shareholders Agreement (if any);
Excluded Shares means Common Shares designated as such by M&G Finanziaria or the Company in accordance with

Article 17.8, as applicable; provided, that, (i) such Common Shares shall in no circumstances be Excluded Shares, and
shall forfeit any previous designation as Excluded Shares, if the direct or indirect holder of such Common Shares (including,
for the avoidance of doubt, the holders of Equity Securities of M&G Finanziaria) or any of its Affiliates takes or has at any
time taken any action or failed to take any ac²tion (or caused or permitted the same) that, together with any other action or
inaction by any other direct or indirect holder of such Common Shares, has resulted in a Specified Breach, (ii) the aggregate
number of Common Shares that may be designated as Excluded Shares shall in no event exceed 26,666,667 (twenty-six
million six hundred sixty-six thousand six hundred sixtyseven) Common Shares (the Excluded Shares Cap) and (iii) in the
event Common Shares are initially designated as Excluded Shares but thereafter lose such designation (including pursuant
to clause (i)), neither M&G Finanziaria nor the Company shall be permitted to designate any other Common Shares as
Excluded Shares in replacement thereof;

Existing Corpus Christi Facilities shall have the meaning set out in the relevant Shareholders Agreement (if any);
Fair Market Value means, with respect to any property on any date: (i) in the case of a cash dividend, the amount of

such cash dividend; (ii) in the case of any other cash amount, the amount of such cash; (iii) in the case of securities, options,
warrants or other rights or assets which are publicly traded in a market of adequate liquidity (as determined by the Board
in good faith), the Volume Weighted Average Prices of such securities during the period of 10 (ten) dealing days on the
relevant market commencing on such date; (iv) in the case of securities, options, warrants or other rights which are not
publicly traded in a market of adequate liquidity (as aforesaid) or other non-cash property, an amount as determined by the
Board in good faith, on the basis of a commonly accepted market valuation method. Such amounts shall, in the case of (i)-
(iii) above, to be translated into the Relevant Currency (if declared or paid or payable in a currency other than the Relevant
Currency) at the rate of exchange used to determine the amount payable to Shareholders who were paid or are to be paid
or are entitled to be paid the cash dividend in the Relevant Currency; and in any other case, shall be translated into the
Relevant Currency (if expressed in a currency other than the Relevant Currency) at the Prevailing Rate on that date, all as
determined by the Board in good faith in accordance with the section 10.22 of the relevant Shareholders Agreement (if
any). In addition, in the case of (i) and (ii) above, the Fair Market Value shall be determined by the Board in good faith on
a gross basis and disregarding any withholding or deduction required to be made on account of tax, and disregarding any
associated tax credit. Notwithstanding the foregoing, in the case of determining the Fair Market Value of any property
other than cash or pursuant to Article 15.16, to the extent the Preferred Majority disagrees with the Board’s determination
of Fair Market Value, the Board, on the one hand, and the Preferred Majority, on the other hand, shall negotiate in good
faith to determine the Fair Market Value of such property as of such date and, if the Board and the Preferred Majority are
unable to reach joint agreement within 10 (ten) days thereafter, then the Fair Market Value of such property shall be
determined by an independent appraiser (other than one of the “Big Four” accounting firms) experienced in valuing secu-
rities or assets jointly selected by the Board, on the one hand, and the Preferred Majority, on the other hand, which
determination shall be conclusive and binding for all purposes (absent manifest error) (provided, that, if the Board and the
Preferred Majority fail to so agree on an independent appraiser within 5 (five) Business Days after notice from the Board,
then the Board, on the one hand, and the Preferred Majority, on the other hand, shall each select one independent appraiser
and such independent appraisers shall jointly select a third independent appraiser (other than one of the “Big Four” ac-
counting firms) to resolve the disputed matter, the valuation being made in accordance with the terms set out in this
definition, which determination shall be conclusive and binding for all purposes (absent manifest error); provided, further,
that if the Board or the Preferred Majority determine that they are unable to agree on the Fair Market Value of such asset
and the Board, on the one hand, or the Preferred Majority, on the other hand, fails to select an independent appraiser
contemplated in the immediately preceding proviso within 5 (five) Business Days following receipt of notice from the
Preferred Majority or the Board, respectively, of such other Person’s independent appraiser, then such other Person’s
independent appraiser shall resolve the disputed matters, the valuation being made in accordance with the terms set out in
this definition, and such independent appraiser’s determination shall be conclusive and binding for all purposes (absent
manifest error);

First Notice shall have the meaning set out in Article 3.11;
Forced Conversion shall have the meaning set out in Article 16.1;
Forced Conversion Threshold shall have the meaning set out in Article 16.1;
General Meeting means the general meeting of Shareholder and holders of Voting Beneficiary Certificates (and which

shall be held under private seal or if so required by law in front of a notary);

Ghisolfi Family means (a) Vittorio Ghisolfi, Anna Ghisolfi, Guido Ghisolfi and Marco Ghisolfi, (b) the respective

spouses, direct and indirect descendants and blood relatives to a second degree of consanguinity of each of the persons
listed in (a), (c) any trust, family partnership or limited liability company, the sole beneficiaries, partners or members of

5541

U X E M B O U R G

which, directly or indirectly, are the persons listed in (a) or (b) (or any of them), and (d) the heirs and executors of each of
the persons listed in (a), (b), and (c);

Group shall have the meaning set out in Article 23.1;
Growth Projects means new commercial scale plants or expansions of existing plants through the addition of new

production lines, excluding for the avoidance of doubt debottlenecking of existing plants, research and development projects
and pilot or demonstration plants;

IFRS means International Financial Reporting Standards as promulgated by the International Accounting Standards

Board (IASB) and as adopted by the European Union, consistently applied;

immediate family shall have the meaning set out in Article 35.1;
Inactive Beneficiary Certificates A refers to the sub-class of Beneficiary Certificates A referred to as Inactive Beneficiary

Certificates A, issued or reclassified from Active Beneficiary Certificates A to Inactive Beneficiary Certificates A in
accordance with these Articles and having the terms provided for under these Articles;

Incurrence Test Limit shall have the meaning set out in the relevant Shareholders Agreement (if any);
Incurrence Test Total Debt shall have the meaning set out in the relevant Shareholders Agreement (if any);
Indebtedness means any indebtedness for or in respect of:
(a) moneys borrowed;
(b) any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or similar

instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable

generally accepted accounting principles and practices, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the com-

mercial effect of a borrowing;

(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate

or price (and when calculating the value of any derivative transaction, only the marked to market value shall be taken into
account);

(h) Equity Securities which are expressed to be redeemable, excluding for the avoidance of doubt, any of the Equity

Securities (including, for the avoidance of doubt, any dividends paid-in-kind on such Equity Securities) issued by the
Company, Newco or Resinas to the Preferred Holders in accordance with the Transaction Agreements;

(i) any obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other

instrument issued by a bank or financial institution, other than a trade letter of credit, down payment bond or performance
bond, in each case, issued in the ordinary course of trading; and

(j) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a)

to (i) above;

Independent Financial Adviser means an independent financial institution of international repute or an independent

financial adviser with appropriate expertise appointed in good faith by the Company;

Initial Consideration shall have the meaning set out in Article 20.6;
Initial Public Offering means any underwritten offering by the Company and/or its holders of Common Shares to the

public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable
statement under any similar legislation in a non-US jurisdiction then in force (and for the avoidance of doubt, an Initial
Public Offering may take place outside the United States of America), made in conjunction with an admission to listing or
to trading of the Common Shares on a recognized securities exchange;

Inventory means current assets, including (i) inventories of raw materials, finished products and other tangible goods

held by the Company and its Subsidiaries and recorded as inventory by the Company in accordance with IFRS and (ii)
accounts receivable;

Investor means Magnate S.à r.l., a société à responsabilité limitée (limited liability company) under Luxembourg law

and registered with the Luxembourg registre de commerce et des sociétés (register of trade and companies) under number
B 189.985;

Issued B Number means the greater of (a) zero or (b) the difference (if any) of (1) the aggregate number of Series A

Preferred Shares less (2) the aggregate number of Common Shares into which the Series A Preferred Shares (and Related
Conversion BCs) held by the Preferred Holders would be convertible at a given time of measurement (at the applicable
Conversion Price for each series of Series A Preferred Shares then in effect), rounded to the nearest whole number;

Issue Price shall have the meaning set out in the relevant Shareholders Agreement (if any);
Liquidation Event means any voluntary or involuntary liquidation, dissolution or winding up of the Company;
Liquidation Preference has the meaning given such term in Article 6.1;
Luxembourg shall mean the Grand-Duchy of Luxembourg;

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U X E M B O U R G

Luxembourg Companies Law shall mean the Luxembourg law of 10 August 1915 on commercial companies, as amended

from time to time;

Magnate Side Car shall have the meaning set out in Article 15.20;
Material Subsidiary means each Newco Group Member and each other Company Subsidiary with assets in excess of

$100 million;

Minimum Threshold Date shall have the meaning set out in Article 11.1;
Minimum Threshold Redemption shall have the meaning set out in Article 11.1;
Minimum Threshold Redemption Date shall have the meaning set out in Article 11.2;
Minimum Threshold Redemption Notice shall have the meaning set out in Article 11.2;
M&G Finanziaria means M&G Finanziaria S.r.l., an Italian private limited liability company (società a responsabilità

limitata), registered with the «Registro Imprese» (Company Registrar) of Alessandria under the number 02098590066;

Net Proceeds shall have the meaning set out in Article 7.1;
New Securities shall have the meaning set out in Article 3.11;
Newco means M&G CHEMICALS Brazil S.A., a société anonyme governed by the laws of the Grand Duchy of Lu-

xembourg and registered with the Luxembourg trade and companies register under number B 192220;

Newco Affiliate Transaction shall have the meaning set out in the relevant Shareholders Agreement (if any);
Newco Articles shall mean the articles of association of Newco and all supplementary, amended or substituted articles

for the time being in force;

Newco BCs A means the beneficiary certificates of class A issued by Newco;
Newco BCs B means the beneficiary certificates of class B issued by Newco;
Newco Group means Newco and its Subsidiaries, other than Tereftálicos Indústrias Químicas Ltda. and any Subsidiaries

of Tereftálicos Indústrias Químicas Ltda;

Newco Group Member means each Person included in the Newco Group;
Newco Redemption Event the completion of the redemption of the Newco BCs A and the Newco BCs B pursuant to

the Newco Articles, including upon the occurrence of (i) an Additional Drop Away Event accepted by the Preferred Majority
in accordance with Article 10.3 or (ii) any other Drop Away Event under clauses (i) or (ii) of such definition, subject to
the last sentence of such definition;

Newco Securities means the Newco BCs A (and, after conversion of Newco BCs A, Conversion Common Shares (as

such term is defined in the relevant Newco Stockholders Agreement (if any)) and Newco BCs B;

Newco Stockholders Agreement means any stockholders' agreement, if any, relating to Newco between stockholders

of Newco provided that one or more Preferred Holders (including Investor while it is a Preferred Holder) is a party thereto,
as it may be amended from time to time;

Non-Economic Shares means the Beneficiary Certificates A, Newco BCs A and the Resinas Class B Shares;
Notice Parties and Notice Party shall have the meaning set out in Article 7.7;
Offer Notice shall have the meaning set out in Article 22.3;
Observer shall have the meaning set out in Article 24.14;
Optional Conversion means a conversion of Series A Preferred Shares (and Related Conversion BCs) into Common

Shares Class I by a Preferred Holder at its election and pursuant to and in accordance with Article 15;

Options shall have the meaning set out in the relevant Shareholders Agreement (if any);
Original Financial Statements means the audited combined consolidated financial statements for the Group for the

financial year ended 31 December 2013;

Original Period means the Period as defined in the version of Article 3.5. of the Articles adopted at the General Meeting

of 13 January 2015 that was in force until the time of the effectiveness of the decisions passed at the General Meeting of
17 September 2015;

Original Series A Preferred Shares means the series A preferred shares of the Company having the terms set out in the

Articles and as the case may be, the relevant Shareholders Agreement (if any) before the time of their reclassification into
Series A-1 Preferred Shares and the creation of the Series A-2 Preferred Shares;

Original Subscription Agreement shall have the meaning set out in the relevant Shareholders Agreement (if any);
Other Convertible Preferred Equity Securities means, collectively, the Newco Securities and the Resinas Class B Shares;
Other Growth Project means each Growth Project other than the Asian Bio Meg Project;
Other Subsidiaries means each of the Company’s Subsidiaries that is not a Newco Group Member;
Over-Allotment Amount shall have the meaning set out in Article 3.11;
Participating Investor shall have the meaning set out in Article 20.3;
Period shall have the meaning set out in Article 3.5;
Permitted Growth Project Investments shall have the meaning set out in the relevant Shareholders Agreement (if any);

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U X E M B O U R G

Permitted Newco Transaction shall have the meaning set out in the relevant Shareholders Agreement (if any);
Permitted Non-Newco Affiliate Transaction shall have the meaning set out in the relevant Shareholders Agreement (if

any);

Permitted Transferee means (A) with respect to any holder of Capital Stock, (i) the spouse of such holder, (ii) any trust,

family partnership or limited liability company, the sole beneficiaries, partners or members of which, directly or indirectly,
are such holder, (iii) the heirs of any deceased holder, (iv) an Affiliate of such holder or relative of such holder, and (v)
with respect to any member of the Ghisolfi Family (being any person referred to in item (a) through (d) of that definition),
any other member of the Ghisolfi Family; (B) with respect to the Investor, (1) any Affiliate of the Investor; and (C) with
respect to the owners of the Investor as indirect holders of Capital Stock, transfers between or among (i) TPG Magnate
Holdings, LLC and its Affiliates, (ii) Deutsche Bank AG London Branch and its Affiliates, or (iii) Black Forest Structured
Lending Master Fund LP and its Affiliates (and, as to any common shares of the Investor subject to a total return swap
with Deutsche Bank AG London Branch, Deutsche Bank AG London Branch) or (iv) TCP Magnate Holdings Ltd and its
Affiliates.

Person means an individual, a partnership, a company, an association, a joint stock company, a trust, a joint venture, an

unincorporated organization or other entity or a governmental entity or any department, agency or political subdivision of
any such entity;

PIK Dividend shall have the meaning set out in Article 5.3;
PIK Shares shall have the meaning set out in Article 5.3;
Poliéster means M&G Poliéster S.A., a publicly held corporation (sociedade anônima de capital aberto) duly organised

and validly existing under the laws of the Federative Republic of Brazil, with its principal place of business located in the
City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, nº 12.551, 8º andar, Parte, Brooklin Novo, enrolled
with the Brazil General Corporate Taxpayers' Registry - CNPJ/MF under No. 56.806.656/0001-50;

Post-Breach Interest shall have the meaning set out in Article 7.8;
Preferred Drag Transaction shall have the meaning set out in Article 9.1;
Preferred Holder means the Investor and any other Person who becomes a Shareholder as a Transferee of Convertible

Preferred Equity Securities or Conversion Common Shares; provided, that, for the avoidance of doubt, none of M&G
Finanziaria, any of its Transferees or the Company or any of its Affiliates shall be deemed Preferred Holders;

Preferred Majority means the Preferred Holders holding a majority of (a) the Series A Preferred Shares then outstanding

and held by all Preferred Holders or (b) after conversion of the Preferred Shares, a majority of the Conversion Common
Shares then outstanding and held by all Preferred Holders (excluding any such shares held by M&G Finanziaria in con-
nection with the exercise of a Special Purchase Right);

Preferred Redemption means a Drag Redemption, Drop Away Redemption, Minimum Threshold Redemption or Spe-

cified Breach Purchase;

Preferred Redemption Amount has the meaning given to such term in Article 7.1;
Prevailing Rate means, in respect of any currencies on any day, the spot rate of exchange between the relevant currencies

prevailing as at or about 12 noon (London time) on that date as appearing on or derived from the Relevant Page or, if such
a rate cannot be determined at such time, the rate prevailing as at or about 12 noon (London time) on the immediately
preceding day on which such rate can be so determined, all as determined by the Directors, or, if such rate cannot be so
determined by reference to the Relevant Page, the rate determined in such other manner as the Board in good faith shall
prescribe;

Proposed Subscriber shall have the meaning set out in Article 3.11;
Proposed Transfer means any Transfer of any Capital Stock proposed to be effected by any Shareholder, provided that

any such Transfer represents at least 20 per cent of any class or series of outstanding Capital Stock of the Company;

Proposed Transfer Notice means written notice from a Shareholder setting forth the terms and conditions of a Proposed

Transfer;

Prospective Transferee means any person to whom a Shareholder proposes to make a Proposed Transfer;
Prospectus Law means the Luxembourg law of 10 July 2005 on prospectuses for transferable securities (loi du 10 juillet

2005 relative aux prospectus pour valeurs mobilières), as amended;

Qualified Public Offering means the first firm commitment Initial Public Offering, with aggregate gross proceeds of at

least (i) for purposes of Article 7.8 and Article 23.2, $250 million (two hundred fifty million United States Dollars) or such
lower amount as consented to in advance by the Preferred Majority in writing and (ii) for all other purposes other than as
described in clause (i), $400 million (four hundred million United States Dollars) (or, in each case, if denominated in a
currency other than United States dollars, the United States dollar equivalent determined on the date such firm commitment
is entered into on the basis of the spot rate for purchase of United States dollars against the sale of such currency in the
London foreign exchange market quoted by a lending international bank elected by the Company on the relevant day of
calculation);

Quarter Date means each of March 31, June 30, September 30 and December 31;

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U X E M B O U R G

Redemption Price means with respect to each Series A Preferred Share, an amount equal to the Deemed Issue Price plus

all accrued but unpaid dividends thereon; provided, that, for the avoidance of doubt, (i) any PIK Dividends made with
respect to such Series A Preferred Share shall not be considered unpaid dividends and (ii) the Redemption Price shall take
into account any appropriate offset described in Article 5.7 (as to dividends) or Article 17.6, as applicable;

Register shall mean the Company’s share register;
Register of BCs shall mean the Company’s register of Beneficiary Certificates;
Related BCs means in respect of any Series A Preferred Share being transferred, redeemed or converted, the corres-

ponding Beneficiary Certificates A to be transferred, redeemed or converted in accordance with Article 4.11 or Article
17.1;

Related Conversion BCs means, with respect to any Series A Preferred Shares, such number of Related BCs which are

Active Beneficiary Certificates A and shall convert into Common Share(s) at the same time as such Series A Preferred
Shares to be converted in accordance with Article 15.4 so that the resulting number of Conversion Common Shares to be
received by a Preferred Holder in respect of Series A Preferred Shares delivered for conversion pursuant to Article 15 is
equal to the number of Common Shares such Preferred Holder is entitled to receive upon conversion of such number of
Series A Preferred Shares resulting from the formula set forth in Article 15.1;

Relevant Co-Investor shall have the meaning set out in the relevant Shareholders Agreement (if any);
Relevant Co-Investor PIK Shares shall have the meaning set out in Article 15.20;
Relevant Currency means U.S. dollars at the relevant time or for the purposes of the relevant calculation or determination;
Relevant Page means the relevant page on Bloomberg or such other information service provider that displays the

relevant information;

Relevant Stock Exchange means the principal stock exchange or securities market on which the Common Shares or

other applicable Equity Securities are then listed, admitted to trading or quoted or dealt in;

Requesting Purchaser shall have the meaning set out in Article 3.11;
Resinas means M&G Resinas Participacoes Ltda., a limited liability entity duly organised and validly existing under

the laws of the Federative Republic of Brazil, with its principal place of business located in the City of São Paulo, State of
São Paulo, at Avenida das Nações Unidas, nº 12.551, 8º andar, Parte, Brooklin Novo, enrolled with the Brazil General
Taxpayers' Registry - CNPJ/MF under No. 07.075.072/0001-47;

Resinas Class B Shares means class B quotas issued by Resinas to the Preferred Holders;
Resinas Shareholders Agreement means any shareholders' agreement, if any, that may be entered from time to time by

shareholders of Resinas provided that one or more Preferred Holders (including the Investor while it is a Preferred Holder)
is a party thereto as it may be amended from time to time;

Restricted Period means the period beginning on 15 January 2015 and ending on the earlier to occur of (x) an Initial

Public Offering and (y) the Company selling any Capital Stock (other than to the Preferred Holders as contemplated by
the relevant Original Subscription Agreement (if any), the relevant Supplemental Subscription Agreement (if any) and
other relevant Transaction Agreements (if any) and except for issues of Capital Stock permitted by section 2.4(d) (vii) of
the relevant Shareholders Agreement (if any);

Restricted Person means any Persons and their respective Affiliates that are listed as Restricted Persons under the relevant

Shareholders Agreement (if any) or any other Person replacing any such Persons in accordance with the relevant Share-
holders Agreement (if any); provided, however, that only Persons that are (i) producers of polyethylene terephthalate resin
for packaging applications or (ii) material customers or suppliers of the Company may be placed on the list of Restricted
Persons; provided, further, that there shall be no more than eleven (11) Persons on the list of Restricted Persons, and subject
to the provisions of the relevant Shareholders Agreement (if any);

ROFO Commitment Period shall have the meaning set out in Article 22.3;
ROFO Notice shall have the meaning set out in Article 22.2;
ROFO Notice Date shall have the meaning set out in Article 22.2;
ROFO Offer shall have the meaning set out in Article 22.3;
ROFO Offer Price shall have the meaning set out in Article 22.3;
ROFO Offering Period shall have the meaning set out in Article 22.3;
ROFO Offeror shall have the meaning set out in Article 22;
ROFO Right shall have the meaning set out in Article 22.3;
ROFO Sale shall have the meaning set out in Article 22.3;
ROFO Sale Period shall have the meaning set out in Article 22.3;
ROFO Units shall have the meaning set out in Article 22.2;
Sale Event means, with respect to the Company, a sale of all or substantially all of the assets of the Company and its

Subsidiaries, taken as a whole, approved by the Board;

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U X E M B O U R G

Sale of the Company means a transaction or series of related transactions resulting in a Change of Control; provided,

that, a Sale of the Company may not be structured as a sale of assets, unless agreed in writing by each of the Company and
the Preferred Majority;

Sale Premium shall have the meaning set out in Article 13;
Secondary Threshold shall have the meaning set out in the relevant Shareholders Agreement (if any);
Secretary shall mean the person, as the case may be, appointed as company secretary of the Company from time to time;
Securities Act means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated

thereunder;

Series A-1 Preferred Shares shall mean the series A-1 convertible redeemable preferred shares of the Company, having

the terms set out in these Articles and as the case may be, the relevant Shareholders Agreement (if any);

Series A-2 Preferred Shares shall mean the series A-2 convertible redeemable preferred shares of the Company, having

the terms set out in these Articles and as the case may be, the relevant Shareholders Agreement (if any);

Series A Preferred Shares shall mean the Series A-1 Preferred Shares and the Series A-2 Preferred Shares;
Selling Shareholder has the meaning given to such term in Article 20.1;
Share shall mean a share in the capital of the Company;
Shareholder(s) shall mean the holder of one or more Shares;
Shareholders Agreement means any shareholders' agreement, if any, that may be entered from time to time by Share-

holders and/or holders of Capital Stock of the Company provided that Preferred Holders (including the Investor while it is
a Preferred Holder) is a party thereto as it may be amended from time to time;

SIMEST shall have the meaning set out in Article 23.1;
SIMEST Minority shall have the meaning set out in Article 23.1;
Solicitation Period means with respect to a series of the Series A Preferred Shares the period (i) beginning on the earlier

to occur of (x) the expiration of ROFO Offering Period for such series and (y) the receipt of an Offer Notice from M&G
Finanziaria for such series (or a written notice from M&G Finanziaria that it will not deliver an Offer Notice for such series)
and (ii) ending 90 (ninety) days following the end of the ROFO Offering Period for such series;

Special Event Notice has the meaning given to such term in Article 7.7;
Special Event Update Notice has the meaning given to such term in Article 7.7;
Special Purchase Right shall have the meaning set out in the relevant Shareholders Agreement (if any);
Specified Action means any “Specified Action” as defined in the Newco Stockholders Agreement and/or Resinas Sha-

reholders Agreement;

Specified Breach means a (i) Change of Control Breach or (ii) a breach by a Common Holder (and not, for the avoidance

of doubt, any Preferred Holder holding Conversion Common Shares) of the sections specified in respect thereto in the
relevant Shareholders Agreement (if any);

Specified Breach Notice shall have the meaning set out in Article 7.8;
Specified Breach Purchase shall have the meaning set out in Article 12.1;
Specified Breach Purchase Date shall have the meaning set out in Article 12.2;
Specified Breach Purchase Notice shall have the meaning set out in Article 12.2;
Subsidiary means any Person more than 50% (fifty per cent) of the outstanding voting securities of which are owned

by another Person, directly or indirectly, or a partnership or limited liability company in which another Person is a general
partner or manager or holds interests entitling it to receive more than 50% (fifty per cent) of the profits or losses of the
partnership or limited liability company. A Subsidiary is a “wholly owned Subsidiary” if (i) all of the outstanding voting
securities of the Subsidiary are owned by a Person, directly or indirectly, or (ii) if a Person is the sole general partner or
manager of the Subsidiary and in each of (i) and (ii) such Person holds interests in the Subsidiary entitling it to receive
100% (one hundred per cent)of the profits and losses of the Subsidiary;

Supplemental Subscription Agreement shall have the meaning set out in the relevant Shareholders Agreement (if any);
Suspension Notice means a notice from the Preferred Majority to the Company on or after the occurrence of a Trigger

Event that specifies that a Suspension Period is in effect;

Suspension Period means a period commencing on delivery of a Suspension Notice to the Company and continuing

until all Trigger Events have been fully cured;

Tag-Along Notice has the meaning given to such term in Article 20.2;
Tag-Along Purchase and Sale Agreements has the meaning given to such term in Article 20.5;
Tag-Along Rights means the right, but not an obligation, of a Preferred Holder to participate in a Proposed Transfer on

the terms and conditions specified in the Proposed Transfer Notice;

Tag Shares has the meaning given to such term in Article 20.2;
Threshold Price means, with respect to an Equity Security, a price per share or other interest equal to the higher of (a)

the Conversion Price of a Series A-1 Preferred Share or (b) the Conversion Price of a Series A-2 Preferred Share;

5546

U X E M B O U R G

Transaction Agreements shall have the meaning set out in the relevant Shareholders Agreement (if any);
Transfer means any disposal or transfer in any manner whatsoever including by way of assignment (other than an

assignment by way of security), sale, offer to sell, universal transmission, gift, donation, disposition of or any other transfer
(including of a beneficial or any direct, indirect or legal or beneficial right or interest); and to Transfer, Transferring,
Transferred or Transferable and any like variation shall be construed accordingly;

Trigger Event has the meaning set forth in the Newco Articles and/or the relevant Newco Stockholders Agreement;
Untested Debt has the meaning given to such term in the relevant Shareholders Agreement (if any);
Upside Shares shall have the meaning set out in the relevant Shareholders Agreement (if any);
Volume Weighted Average Price means, on any dealing day, in respect of a Common Share, security, option, warrant

or other right or asset, the order book volume-weighted average price of a Common Share, security, option, warrant or
other right or asset, published by or derived (in the case of a Common Share) from the relevant Bloomberg page (or any
successor page) (setting Weighted Average, or its successor setting Weighting Average Line, or any other successor setting
and using values not adjusted for any event occurring after such dealing day. For the avoidance of doubt, all values will be
determined with all adjustment settings on the relevant Bloomberg page, or any successor or similar setting, switched off)
or (in the case of a security, option, warrant or other right or asset) from the principal stock exchange or securities market
on which such security, option, warrant or other right or asset is then listed or quoted or dealt in, if any or, in any such case,
such other source as shall be determined to be appropriate by the Board in good faith on such dealing day and translated,
if not in the Relevant Currency, into the Relevant Currency by the Board in good faith at the Prevailing Rate on such dealing
day, provided that if on any such dealing day such price is not available or cannot otherwise be determined as provided
above, the Volume Weighted Average Price of a Common Share, security, option, warrant or other right or asset, as the
case may be, in respect of such dealing day shall be the Volume Weighted Average Price, determined as provided above,
on the immediately preceding dealing day on which the same can be so determined;

Voting Beneficiary Certificates means the Active A Beneficiary Certificates and the Beneficiary Certificates B (provided

that Beneficiary Certificates B in issue in excess of the Issued B Number shall not be Voting Beneficiary Certificates); and

Voting Rights means the right to vote at a General Meeting of the Company or a general meeting of any other applicable

Person or by written resolution or written consent.

1. Corporate name - registered office - duration.
1.1 There exists a Luxembourg company in the form of a public limited liability company (a société anonyme) under

the corporate name “M&G Chemicals”.

1.2 The registered office of the Company shall be located in Luxembourg-City, Grand-Duchy of Luxembourg. The

registered office may be transferred within the City of Luxembourg by decision of the Board. Branches or offices both
within Luxembourg and abroad may be set up by simple decision of the Board.

1.3 The Company is incorporated for an unlimited period of time.

2. Corporate purpose.
2.1 The corporate purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and

foreign companies and 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, control and development
of its portfolio.

2.2 It may in particular acquire by way of contribution, subscription, option, purchase or otherwise all and any transfe-

rable securities of any kind and realise the same by way of sale, transfer, exchange or otherwise.

2.3 The Company may likewise acquire, hold and assign, as well as license and sub-license all kinds of intellectual

property rights, including without limitation, trademarks, patents, copyrights and licenses of all kinds. The Company may
act as licensor or licensee and it may carry out all operations which may be useful or necessary to manage, develop and
profit from its portfolio of intellectual property rights.

2.4 The Company may borrow and grant all and any support, loans, advances or guarantees to companies in which it

holds a direct or indirect participating interest or which form part of the same group of companies as the Company.

2.5 The Company may moreover carry out all and any commercial, industrial and financial operations, both movable

and immovable, which may directly or indirectly relate to its own corporate purpose or likely to promote its development
or fulfilment.

3. Share capital and shares.
3.1 The share capital of the Company is set at USD 1,375,000 (one million three hundred seventyfive thousand United

States Dollars) represented by 100,000,000 (one hundred million) Common Shares Class I (including 0 Conversion Com-
mon Shares), 0 Common Shares Class II, 37,500,000 (thirty-seven million five hundred thousand) Series A-1 Preferred
Shares, and 0 (zero) Series A-2 Preferred Shares, with a par value of USD 0.01 (one US Cent) -each.

3.2 The ordinary shares of the Company shall consist of two classes of Common Shares, which shall be designated as

Common Shares Class I and Common Shares Class II. Each Common Share Class I and Common Share Class II shall be
entitled to one vote and each such Common Share Class II shall have economic rights equal to 70% (seventy per cent) of

5547

U X E M B O U R G

the economic rights of a Common Share Class I and specifically (i) in connection with any amounts distributable or payable
by or on behalf the Company to Common Shares, including dividends, redemptions and payments or distributions upon
liquidation or dissolution of the Company, each Common Share Class II shall be allocated 70% (seventy per cent) of the
amount allocated to each Common Share Class I in connection therewith. In addition, as provided in (i) Articles 6 and 7,
in connection with any Liquidation Event, Sale Event or Change of Control, (ii) Article 9 and/or the drag along rights
provisions included in the relevant Shareholders Agreement (if any) and Article 21, in connection with a Preferred Drag
Transaction or other drag along transaction and (iii) the tag along rights provisions included in the relevant Shareholders
Agreement (if any) and Article 20 in connection with any tag along sale, the reduced economic rights of Common Shares
Class II shall be taken into account in allocating proceeds in connection with any such transaction. If any holder of a
Common Share Class II receives an amount in excess of its economic entitlement (under this Article 3.2 or otherwise) it
shall turn over the excess to the Company for ratable distribution to the holders of Common Shares Class I (and securities
convertible into Common Shares Class I).

3.3 The Board is authorised on the terms set out in this Article 3.3 while suppressing all pre-emptive subscription rights

of the Shareholders as set out in Articles 3.4 and 3.6, to (a) issue Series A Preferred Shares that are convertible automatically,
i.e. by mere operation of the terms of these Articles, into Common Shares as set out in Article 3.4 and (b) issue Beneficiary
Certificates A that are convertible automatically, i.e. by mere operation of the terms of these Articles, into Conversion
Common Shares (provided that the Beneficiary Certificates A are Active Beneficiary Certificates A and Related Conversion
BCs) as set out in Article 3.4 (the Authorisation such authorisation as confirmed, renewed, extended and increased from
time to time). The maximum aggregate amount of share capital increase that would be reached as a result of (i) the issuance
of a maximum of Series A Preferred Shares pursuant to this Article 3.3 (a) and (b) below and (ii) a maximum of 548,077,074
(five hundred forty-eight million seventy-seven thousand seventy-four) Conversion Common Shares, resulting from the
conversion of a maximum of 548,077,074 (five hundred forty-eight million seventy-seven thousand seventy-four) Bene-
ficiary Certificates A that may be issued by the Board pursuant to this Article 3.3 (c) and (d) below, is USD 5,971,155.36
(five million nine hundred seventy-one thousand one hundred fifty-five US Dollars and thirty-six cents), it being understood
that pursuant to the Authorisation, (i) 37,500,000 (thirty-seven million five hundred thousand) Original Series A Preferred
Shares, with a par value of USD 0.01 (one cent) each, representing a total share capital increase of USD 375,000 (three
hundred seventy-five thousand), were issued to the Investor on 14 January 2015 and (ii) 375,000,000 (three hundred
seventy-five million) Beneficiary Certificates A with an accounting par value of USD 0.01 (one cent) each, that are con-
vertible into 375,000,000 (three hundred seventy-five million) Conversion Common Shares, with a par value of USD 0.01
(one cent) each, representing a total share capital increase upon conversion of USD 3,750,000 (three million seven hundred
fifty thousand) were issued to the Investor on 14 January 2015.

Pursuant to the Authorisation, which has been confirmed, renewed, extended and increased, the Board may issue:
(a) 6,250,000 (six million two hundred fifty thousand) Series A-2 Preferred Shares, with a par value of USD 0.01 (one

cent) each, representing a total share capital increase of USD 62,500 (sixty-two thousand five hundred United States
Dollars), to the Investor for an issue price to be paid in cash of an amount of USD 34,333,333.30 (thirty-four million three
hundred and thirty-three thousand three hundred and thirty-three United States Dollars and thirty Cents);

(b) up to 42,788,462 (forty-two million seven hundred eighty-eight thousand four hundred sixty-two) Series A Preferred

Shares, represented by 36,675,824 (thirty-six million six hundred seventy-five thousand eight hundred twenty-four) Series
A-1 Preferred Shares and 6,112,638 (six million one hundred twelve thousand six hundred thirty-eight) Series A-2 Preferred
Shares, with a par value of USD 0.01 each, representing a total share capital increase of USD USD 427,884.62 (four hundred
twenty-seven thousand eight hundred eighty-four US Dollars and sixty-two cents), as PIK Shares to be issued to the
Preferred Holders pursuant to Article 5 by way of allocation of distributable profits and reserves, including without limi-
tation the share premium, Capital Contribution or other available reserves;

of USD 0.01 (one cent) each, to the Investor that are convertible into 25,000,000 (twenty-five million) Conversion Common
Shares, with a par value of USD 0.01 (one cent) each, to be issued by way of allocation, in respect of each Beneficiary
Certificate A, of an amount equal to its accounting par value from available reserves and profits of the Company (including
share premium, Capital Contribution or other available reserves) to the BC A Reserve as set out in Article 4.4(a), and (B)
66,666,670 (sixty-six million six hundred sixty-six thousand six hundred seventy) Beneficiary Certificates A pursuant to
Article 15, with an accounting par value of USD 0.01 (one cent) each, to the Investor that are convertible into 66,666,670
(sixty-six million six hundred sixty-six thousand six hundred seventy) Conversion Common Shares, with a par value of
USD 0.01 (one cent) each, to be issued against the payment of an issue price per Beneficiary Certificate A equal to its
accounting par value as set out in Article 4.4(a), representing for both items (A) and (B) a total share capital increase upon
conversion of USD 916,666.70 (nine hundred sixteen thousand six hundred sixty-six US Dollars and seventy cents); and

(d) up to 456,410,404 (four hundred fifty-six million four hundred ten thousand four hundred four) Beneficiary Certi-

ficates A pursuant to Article 15, with an accounting par value of USD 0.01 (one cent) each, to the Preferred Holders that
are convertible into 456,410,404 (four hundred fifty-six million four hundred ten thousand four hundred four) Conversion
Common Shares, with a par value of USD 0.01 (one cent) each, to be issued by way of allocation, in respect of each
Beneficiary Certificate A, of an amount equal to its accounting par value from available reserves and profits of the Company
(including share premium, Capital Contribution or other available reserves) to the BC A Reserve as set out in Article 4.4

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(b), representing a total share capital increase upon conversion of USD 4,564,104.04 (four million five hundred sixty-four
thousand one hundred four US Dollars and four cents).

3.4 Shares and Beneficiary Certificates A shall be issued within the Authorisation by decision of the Board or as otherwise

provided for in these Articles (and in particular Article 15). Each time Series A Preferred Shares, Beneficiary Certificates
A, or Common Shares, are issued the Board or the General Meeting, as applicable, (the Issuance) shall acknowledge that,
in accordance with the terms of these Articles, they are convertible into, and give rise to the issuance of:

(a) in respect of Series A Preferred Shares, Conversion Common Shares;
(b) in respect of Beneficiary Certificates A, Conversion Common Shares; and
(c) in respect of Common Shares Class I, Common Shares Class II,
and for the purpose of any such Issuance provided in this Article 3.4, the Board, pursuant to Article 3.7, or the General

Meeting, as applicable, must decide to suppress or limit any preferential or pre-emptive rights of any type that the Share-
holders may have. For the avoidance of doubt, no further waiver is required in connection with the conversion or issuance
of the Series A Preferred Shares, Beneficiary Certificates and Common Shares under (a), (b) and (c) of this Section 3.4.
The Board may only decide upon an issuance of Equity Securities under the Authorisation in accordance with these Articles
and the relevant Shareholders Agreement (if any).

3.5 The Authorisation is effective during a period of five years starting at the time of its effectiveness pursuant to the

decisions passed at the General Meeting of 17 September 2015 and ending five years after such date (inclusive) (the Period).
For the avoidance of doubt, in respect of any Series A Preferred Shares and Beneficiary Certificates A issued during the
Period or the Original Period, those Series A Preferred Shares (including the Series A-1 Preferred Shares deriving from
the reclassification of the Original Series A Preferred Shares decided at the General Meeting of 17 September 2015) and
Beneficiary Certificates A may be converted (and reclassified if applicable) into Conversion Common Shares or Common
Shares, as the case may be, at any time after the Period or the Original Period, as the case may be.

3.6 During the Period, the Board is authorised under the Authorisation to suppress or limit any preferential or pre-emptive

rights of any type of the Shareholders for the purpose of the issue of Series A Preferred Shares under Article 3.3(a) and 3.3
(b), and Beneficiary Certificates A under Article 3.3(c) (which suppression or limitation applies, for the avoidance of doubt,
for the conversion (by reclassification if applicable) or issuance of Series A Preferred Shares and Beneficiary Certificates
A), as the case may be, and no further waiver, suppression or limitation is required), and for such purpose, the Board shall
have the necessary authority to suppress or limit any preferential or pre-emptive rights of any type that the Shareholders
may have as required by Article 3.4.

3.7 Following each issuance of Series A Preferred Shares and related share capital increase of the Company under the

Authorisation, (i) Article 3.1 shall be amended accordingly and (ii) Article

3.2 shall be amended accordingly to record to reflect any consequential changes resulting from any such Share issuance

and related share capital increase of the Company.

3.8 The share capital of the Company may further be increased or decreased by a resolution passed in a General Meeting

subject to these Articles and the relevant Shareholders Agreement (if any).

3.9 Any share premium paid in by a Shareholder on the Shares subscribed at the time of the issuance shall be recorded

on the share premium account. The share premium, the Capital Contribution or other available reserves shall be distributable
in accordance with the provisions of these Articles and are also, for the avoidance of doubt, available for the redemption
of Shares or the issuance of Shares by way of incorporation into the share capital in accordance with these Articles.

3.10 In the case of an issuance of Shares, other than for any issuance of Series A Preferred Shares for which pre-emptive

rights have been suppressed in accordance with Article 3.3 and any issuance upon conversion (by reclassification, if
applicable) made pursuant to Article 3.4 for which such pre-emptive rights are suppressed in accordance therewith in
connection with the issuance of Series A Preferred Shares, Beneficiary Certificates A or Conversion Common Shares under
Article 3.4 (a), (b) and (c), in consideration for a payment in cash or an issuance in consideration for a payment in cash of
those instruments covered in article 32-4 of the Luxembourg Companies Law, including, without limitation, convertible
bonds that entitle their holders to subscribe for or to be allocated with Shares, the Shareholders shall have pro rata preemptive
rights with respect to any such issuance in accordance with the Luxembourg Companies Law, unless such pre-emptive
rights are waived, suppressed or limited to the extent required, in accordance with the Luxembourg Companies Law, for
the purpose of Article 3.11.

3.11 Pre-emptive Rights:
(a) A General Meeting held on 13 January 2015 decided and the General Meeting held on 17 September 2015 decided

to renew its decision, to suppress the pre-emptive rights of the Shareholders under applicable law in respect of any issuance
of New Securities to be made under Article 3.11 to the extent permitted by law and to implement the present provision,
and further decided that the General Meeting must re-iterate its decision to suppress the pre-emptive rights of the Share-
holders under applicable law to the extent required in respect of any such issuance and provided that such suppression shall
not affect the pre-emptive rights of Eligible Subscribers provided below in this Section 3.11. Prior to an Initial Public
Offering, if at any time the Company desires to issue (other than an Excluded Equity Issuance) any Equity Securities or
options or other rights to acquire Equity Securities, whether through exchange, conversion or otherwise (collectively, the

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New Securities) to a proposed subscriber (the Proposed Subscriber), each Eligible Subscriber shall have the right to pre-
empt the number of New Securities as provided herein.

(b) The Company shall give each Eligible Subscriber at least 15 (fifteen) days’ prior notice (the First Notice) of any

proposed issuance of New Securities, which notice shall set forth in reasonable detail the proposed terms and conditions
thereof and shall offer to each Eligible Subscriber the opportunity to purchase its Common As-Converted Percentage (which
shall be calculated as of the date of such notice) of the New Securities at the same price, on the same terms and conditions
and at the same time as the New Securities that are proposed to be issued by the Company. If any Eligible Subscriber wishes
to exercise its pre-emptive rights, it must do so by delivering an irrevocable written notice to the Company within 15
(fifteen) days after delivery by the Company of the First Notice (the Election Period), which notice shall state the dollar
amount of New Securities such Eligible Subscriber (each a Requesting Purchaser) would like to purchase up to a maximum
amount equal to such Eligible Subscriber’s Common As-Converted Percentage of the total offering amount plus the ad-
ditional dollar amount of New Securities such Requesting Purchaser would like to purchase in excess of its Common As-
Converted Percentage (the Over-Allotment Amount), if any, if other Eligible Subscribers do not elect to purchase their full
Common As-Converted Percentage of the New Securities. The rights of each Requesting Purchaser to purchase a dollar
amount of New Securities in excess of each such Requesting Purchaser’s Common As-Converted Percentage of the New
Securities shall be based on the relative Common As-Converted Percentage of the New Securities of those Requesting
Purchasers desiring Over-Allotment Amounts.

(c) If not all of the New Securities are subscribed for by the Eligible Subscribers, the Company shall have the right, but

shall not be required, to issue and sell the unsubscribed portion of the New Securities to the Proposed Purchaser at any time
during the 90 (ninety) days following the termination of the Election Period at the same price and pursuant to the terms
and conditions set forth in the First Notice. The Board may, in its reasonable discretion, impose such other reasonable and
customary terms and procedures such as setting a closing date, rounding the number of shares covered by this Article 3.11
to the nearest whole share and requiring customary closing deliveries in connection with any pre-emptive rights offering.

(d) After the occurrence of an Antitrust Event and while such Antitrust Event is subsisting, the Investor may at its option

exercise its rights under this Article 3.11 through the Magnate Side Car pursuant to Article 15.20 (c).

3.12 Any issue of any Equity Securities or options or other rights to acquire Equity Securities, whether through exchange,

conversion or otherwise must comply with these Articles and in particular Article 3.10 and Article 22, and the relevant
provisions of the relevant Shareholders Agreement (if any).

3.13 The General Meeting may approve capital contributions without the issuance of new shares or other Equity Secu-

rities (a Capital Contribution) by way of a payment in cash or a payment in kind or otherwise, which shall be booked in
the capital contribution account (account 115 “capital contribution without the issuance of new shares in the company” of
the Luxembourg standard chart of account dated June 10, 2009) (the Capital Contribution Account). The General Meeting
may decide, by a unanimous vote, that any Capital Contribution made pursuant to the CC Guaranty (if any) by M&G
Finanziaria (or any of its permitted successor) shall be allocated to a Capital Surplus Account relating to the Common
Shares that may only be distributed in accordance with the CC Guaranty (if any).

4. Beneficiary certificates.
4.1 Beneficiary Certificates A and Beneficiary Certificates B may be issued by the Company in accordance with these

Articles. The Beneficiary Certificates do not form part of the share capital and any amount paid in and any amount allocated
from available reserves (including share premium and Capital Contribution or other available reserves) and profits to the
Beneficiary Certificates A or Beneficiary Certificates B shall be allocated to the BC A Reserve or the BC B Reserve pursuant
to Article 4.8 or Article 4.9, as applicable.

4.2 The Board has the power, is authorised and is required to issue Beneficiary Certificates A pursuant to Articles 3.3

and 4.4 and Beneficiary Certificates B pursuant to Article 4.5. The Board shall only have the power to issue Beneficiary
Certificates as set out in Articles 3.3, 4.4 and 4.5. No Beneficiary Certificates may be issued by the General Meeting.

4.3 375,000,000 (three hundred seventy-five million) Beneficiary Certificates A, which are subdivided into 0 (zero)

Active Beneficiary Certificates A and 375,000,000 (three hundred seventy-five million) Inactive Beneficiary Certificates
A, are currently issued and 0 (zero) Beneficiary Certificates B are currently issued. Effective as of the reclassification of
the Original Series A Preferred Shares into Series A-1 Preferred Shares and the date of first issuance of Series A-2 Preferred
Shares, the Active A Number is 2,916,667 (two million nine hundred and sixteen thousand six hundred and sixty-seven)
and there shall be 466,666,670 (four hundred sixty-six million six hundred sixty-six thousand six hundred seventy) Bene-
ficiary Certificates A to be subdivided into 2,916,667 (two million nine hundred and sixteen thousand six hundred and
sixty-seven) Active beneficiary Certificates A and 463,750,003 (four hundred and sixty-three million seven hundred and
fifty thousand and three) Inactive Beneficiary Certificates A.

4.4 The Board must issue Beneficiary Certificates A as follows:
(a) (a) (i) on the date of the first issuance of the Series A-2 Preferred Shares to the Investor pursuant to Article 3.3(a)

(ii), the Board must issue 25,000,000 (twenty-five million) Beneficiary Certificates A to the Investor, by way of allocation,
in respect of each Beneficiary Certificate A, of an amount equal to its accounting par value from available reserves and
profits of the Company (including share premium, Capital Contribution or other available reserves) to the BC A Reserve
and (ii) on the date of the first issuance of the Series A-2 Preferred Shares to the Investor pursuant to Article 3.3(a)(ii), the

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U X E M B O U R G

Board must issue 66,666,670 (sixty-six million six hundred sixty-six thousand six hundred seventy) Beneficiary Certificates
A to the Investor, for an issue price per Beneficiary Certificate A equal to its accounting par value; and

(b) (b) thereafter, upon the issuance of each PIK Share to a Preferred Holder pursuant to Article 5, the Board must issue

(i) to each such Preferred Holder of Series A-1 Preferred Shares 10.66667 (ten point six six six six seven) Beneficiary
Certificates A for each such PIK Share, with the total number of Beneficiary Certificates A to be issued to such Preferred
Holder to be rounded up to the nearest whole number and (ii) to each such Preferred Holder of Series A-2 Preferred Shares
10.66667 (ten point six six six six seven) Beneficiary Certificates A for each such PIK Share, with the total number of
Beneficiary Certificates A to be issued to such Preferred Holder to be rounded up to the nearest whole number, in each
case by way of allocation, in respect of each Beneficiary Certificate A, of an amount equal to its accounting par value from
available reserves and profits of the Company (including share premium, Capital Contribution or other available reserves)
to the BC A Reserve.

4.5 Simultaneously with (A) the reclassification of all the Original Series A Preferred Shares into Series A-1 Preferred

Shares and (B) upon the occurrence of a consolidation (by reverse stock split or otherwise) or any other event requiring
the upward adjustment of the Conversion Price pursuant to the relevant Shareholders Agreement (if any), which results in
a Conversion Price greater than the Deemed Issue Price, the Board must issue Beneficiary Certificates B (by way of
allocation, in respect of each Beneficiary Certificate B, of an amount equal to its accounting par value from available
reserves (including the share premium, Capital Contribution or other available reserves) and profits of the Company to the
BC B Reserve) to the Common Holders, pro-rata to the number of Common Shares held by them, equal to the Issued B
Number.

4.6 Before taking any action, or simultaneously with the occurrence of any event (including without limitation any

conversion or redemption of Series A Preferred Shares (and Related Conversion BCs)), that would cause a Common Holder
to be entitled to Voting Rights in excess of such Common Holder’s Common As-Converted Percentage, the Board must
redeem a number of Beneficiary Certificates B at a price per Beneficiary Certificate B equal to the accounting par value
thereof (provided that such accounting par value is no higher than the par value of a Common Share) to the extent necessary
so that, after giving effect thereto, the number of Beneficiary Certificates B outstanding is at all times equal to the Issued
B Number. Furthermore, the Board and such Common Holder will take any corporate or other action which may be
necessary in order to ensure that the each Common Holder and each Preferred Holder is entitled to Voting Rights equal to
such Shareholder’s Common As-Converted Percentage, including a redemption of Beneficiary Certificates B at a price no
higher than accounting par value thereof.

4.7 Prior to taking any action that would cause a Preferred Holder’s aggregate Voting Rights to be reduced below its

Common As-Converted Percentage, the Company will take any and all corporate actions necessary in order to provide
such Preferred Holder with aggregate Voting Rights equal to its Common As-Converted Percentage, including by autho-
rizing and issuing new Beneficiary Certificates A to the Preferred Holder and/or causing Inactive Beneficiary Certificates
A to become Active Beneficiary Certificates A; provided, that, nothing herein shall be deemed a limitation on the consent
rights of the Preferred Majority described in Article 23.1.

4.8 Any amount paid in and any amount allocated from available reserves (including the share premium, Capital Con-

tribution or other available reserves) and profits for the issuance of Beneficiary Certificates A shall be recorded in the
reserve for the Beneficiary Certificates A (the BC A Reserve). The BC A Reserve is available only for the purpose of (i)
the issuance of Conversion Common Shares in accordance with Article 15 upon conversion of Beneficiary Certificates A,
(ii) the redemption of Beneficiary Certificates A in accordance with these Articles, (iii) the distribution of the Liquidation
Preference, and no distributions may be otherwise made out of the BC A Reserve. The losses of the Company cannot be
allocated by a General Meeting or otherwise to the BC A Reserve.

4.9 Any amount allocated from available reserves (including the share premium, Capital Contribution or other available

reserves) and profits for the issuance of Beneficiary Certificates B shall be recorded in the reserve for the Beneficiary
Certificates B (the BC B Reserve). The BC B Reserve is available only for the purpose of the redemption of Beneficiary
Certificates B of the accounting par value thereof in accordance with these Articles, and no distributions may be otherwise
made out of the BC B Reserve. The losses of the Company cannot be allocated by a General Meeting or otherwise to the
BC B Reserve.

4.10 Beneficiary Certificates A
(a) The Beneficiary Certificates A are convertible into Conversion Common Shares pursuant to these Articles at a one

to one ratio provided that such conversion is subject to the relevant Beneficiary Certificates A being Active Beneficiary
Certificates A.

(b) The Beneficiary Certificates A shall initially be issued as Inactive Beneficiary Certificates A.
The Inactive Beneficiary Certificates A shall not be entitled to any vote at any General Meeting.
(c) Simultaneously with the occurrence of any event requiring the adjustment of the Conversion Price pursuant to Article

15, a number of Inactive Beneficiary Certificates A held by all Preferred Holders equal to the Active A Number automa-
tically become Active Beneficiary Certificates A or, a number of Active Beneficiary Certificates A held by all Preferred
Holders equal to the Active A Number automatically become Inactive Beneficiary Certificates A, as the case may be, so
that the sum of the Series A Preferred Shares and the Active Beneficiary Certificates held by all Preferred Holders is equal

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to the number of Common Shares into which the Series A Preferred Shares held by all such Preferred Holders would be
convertible into on such date (at such adjusted Conversion Price).

(d) Each Active Beneficiary Certificate A shall entitle its holder to (i) one voting right at any General Meeting and (ii)

be convened and to attend any General Meeting.

4.11 In the event of any conversion of Series A Preferred Shares into Conversion Common Shares by a Preferred Holder,

the Related Conversion BCs relating to the Series A Preferred Shares to be converted held by such Preferred Holder shall
be converted into Conversion Common Shares in accordance with Article 15. The number of Related Conversion BCs to
be converted shall be on an aggregate basis per Preferred Holder in respect of the Series A Preferred Shares delivered for
conversion pursuant to Article 15.

4.12 In the event of (i) any transfer of Series A Preferred Shares, the Related BCs shall be transferred to the transferee

in accordance with, and subject to, Article 19.7 and/or Section 8.1(c) of the relevant Shareholders Agreement (if any) or
(ii) in the case of any redemption of Series A Preferred Shares, the Related BCs shall be redeemed by the Company in
accordance with, and subject to, Article 17. Notwithstanding anything to the contrary, the Redemption Price of Series A
Preferred Shares determined in accordance with this Agreement includes the Redemption Price of the Related BCs to be
redeemed.

4.13 Beneficiary Certificates B Each Beneficiary Certificate B shall entitle its holder to be convened and to attend any

General Meeting and to one voting right to any General Meeting, provided that if for any reason the number of Beneficiary
Certificates B outstanding is higher than the Issued B Number, then the Beneficiary Certificates B in excess of the Issued
B Number (pro rata to each holder) shall not carry any voting right and not entitle the holder thereof to be convened and
attend General Meetings and such excess Beneficiary Certificates B shall be redeemed in accordance with Article 4.6.

4.14 Without prejudice to the Company’s obligation to record the conversion of Beneficiary Certificate A into Con-

version Common Shares in accordance with Article 15, the Company shall periodically record (with such recording to
occur not less than once in every quarter) in notarial form (i) the issuance or redemption of Beneficiary Certificates A in
accordance with these Articles, (ii) the issuance or redemption of Beneficiary Certificates B in accordance with these
Articles and (iii) the automatic conversion of Inactive Beneficiary Certificates A into Active Beneficiary Certificates A
and vice-versa. The Board or an appointee of the Board is authorised and empowered to see to any requisite formalities in
relation with any recording in a notarial deed acknowledging any such issuance, redemption or conversion including,
without limitation, any amendment which need to be made to these Articles.

5. Dividend distributions.
5.1 The Series A Preferred Shares and the Common Shares shall be entitled to dividend distributions in the manner set

out in these Articles.

5.2 The Preferred Holders shall be entitled to receive dividends with respect to each Series A Preferred Share so held

(and any accumulated but unpaid dividends thereon) which shall accrue as provided in this Article 5 and shall be payable
on each Quarter Date beginning with March 31, 2015 out of any assets, funds or reserves legally available for payment of
dividends prior and in preference to any declaration or payment of any dividend payable (i) on the Common Shares (other
than solely in Common Shares or other securities and rights convertible into or entitling the holder of such rights to receive
solely Common Shares) or (ii) on Equity Securities ranking junior to the Series A Preferred Shares with respect to dividends
(other than, in each case, solely in Common Shares or, as the case may be, such Equity Securities or other securities and
rights convertible into or entitling the holder of such rights to receive solely Common Shares, or as the case may be,
payments in kind of such Equity Securities).

5.3 Dividends on each Series A Preferred Share shall accrue on the Deemed Issue Price of each issued and outstanding

Series A Preferred Share from day to day at the Dividend Rate from and after the date of the first issuance of the Original
Series A Preferred Shares and shall be cumulative (Accruing Series A Dividend), provided that, in respect of the Series
A-2 Preferred Shares, Accruing Series A Dividends shall accrue from (and including) the date of issuance; provided further
that the Accruing Series A Dividends payable on both the Series A-2 Preferred Shares and the Series A-1 Preferred Shares
for the Quarter Date falling on 30 September, 2015 shall be paid in cash and shall not be paid as a PIK Dividend (as defined
below). Accruing Series A Dividends shall be payable either in kind through the issuance of additional Series A Preferred
Shares of the applicable series (a PIK Dividend and such applicable Series A Preferred Shares, PIK Shares) or, at the
Company’s option, in cash, provided however that the Accruing Series A Dividend for each of the Series A Preferred
Shares must be in the same form (i.e. in cash or in PIK Shares), and subject (in the event that an Antitrust Event has occurred
and is continuing) to the Antitrust Event Dividend Remedy pursuant to Article 15.20 (a).

5.4 In the event there are not sufficient assets, funds or reserves legally available for the payment of an Accruing Series

A Dividend in cash or PIK Shares, such Accruing Series A Dividend shall continue to accrue and accumulate thereon at
the Dividend Rate, compounding on the Quarter Dates if not paid in cash or by PIK Dividend as a result of insufficient
assets, funds or reserves or otherwise. Accruing Series A Dividends on the outstanding Series A Preferred Shares shall
cease to accrue and shall no longer be payable once the Common As-Converted Percentage of the Preferred Holders
attributable to Series A Preferred Shares (calculated as if all Accruing Series A Dividends have been paid in kind through
the issuance of additional Series A Preferred Shares) on an as-converted basis equals 48% (forty-eight per cent) (subject
to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or similar event affecting
the Series A Preferred Shares after the date of the first issuance of Series A-2 Preferred Shares). Any PIK Dividends on

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Series A-1 Preferred Shares shall be paid in kind through the issuance of additional Series A-1 Preferred Shares and any
PIK Dividends on Series A-2 Preferred Shares shall be paid in kind through the issuance of additional Series A-2 Preferred
Shares.

5.5 The Company shall not declare, pay or set aside any dividends on any other class or series of Capital Stock (other

than dividends on Common Shares or other Equity Securities payable in kind by way of issuance of additional Common
Shares or, as the case may be, other Equity Securities (as contemplated by Article 5.2 under items (i) and (ii) to the holder
thereof, and only so long as a the applicable portion thereof is paid to the Preferred Holders based on their respective
Common As-Converted Percentage and taking into account the relative economic rights of Common Shares Class I and
Common Shares Class II as set forth in Article 3.2 (if applicable) (whether or not such dividend is paid on Common Shares))
unless (in addition to obtaining any consents required elsewhere in these Articles or the relevant Shareholders Agreement,
if any) the Preferred Holders shall first receive, or simultaneously receive, a dividend on each outstanding Series A Preferred
Share in an amount at least equal to the sum of (i) the amount of the aggregate accrued and unpaid dividends on such Series
A Preferred Share (which amount shall be paid in cash) and (ii) in the case of a dividend on Common Shares (or any class
or series of Equity Securities ranking junior to the Series A Preferred Shares that is convertible into Common Shares), that
dividend per Series A Preferred Share as would equal the product of (1) the dividend payable on each share or other interest
of such class or series multiplied by (2) the number of Common Shares issuable upon conversion of a Series A Preferred
Share at the applicable Conversion Price (and Related Conversion BCs), in each case and calculated as of the record date
for determination of holders entitled to receive such dividend; provided, that (x) if any Common Shares Class II are
outstanding, no dividends shall be declared or paid on Common Shares Class II unless a dividend is declared or paid on
the Common Shares Class I (or Series A Preferred Shares on an as-converted basis) in accordance with this Article 5 and
Article 3.2, and amounts under item (1) of clause (ii) above with respect to dividends on Common Shares Class II shall be
deemed to be the dividend payable on the Common Shares Class I for such purpose, (y) if the Company declares, pays, or
sets aside, on the same date, a dividend on more than one class or series of Capital Stock of the Company, the dividend
payable to the holders of Series A Preferred Shares pursuant to this Article 5.5 shall be calculated based upon the dividend
on the class or series of Capital Stock that would result in the highest Series A Preferred Shares dividend and (z) the
Company shall not be permitted to declare, pay or set aside any dividends on any class or series of Equity Securities ranking
junior to the Series A Preferred Shares that is not convertible into Common Shares (other than dividends payable in kind
by issuance of additional shares or other interests of such nonconvertible Equity Securities) unless the Company has paid
in cash all dividends on the Series A Preferred Shares accruing or payable prior to the date of such dividend. The Preferred
Holders shall be entitled to participate in any dividends paid from and after January 1, 2014 in accordance with this Article
5.5.

5.6 Whenever a dividend provided for in this Article 5 shall be payable in property other than cash, the amount or value

of such dividend shall be deemed to be the Fair Market Value determined in accordance with the definition of Fair Market
Value set out in these Articles; provided, that each Series A Preferred Share that is paid as a PIK Dividend pursuant to
Article 5.3 shall have a Fair Market Value equal to the Deemed Issue Price and, for the purpose of the payment of the PIK
Dividend, an amount equal to the aggregate par value of the PIK Shares to be issued shall be incorporated from the available
reserves and profits of the Company to the Company’s share capital.

5.7 Notwithstanding the foregoing provisions, any cash amounts paid to any Preferred Holder attributable to dividends

paid on account of Other Convertible Preferred Equity Securities of Newco held by such Preferred Holder shall automa-
tically be deemed to offset any obligation of the Company under this Article 5 and corresponding amounts which would
otherwise have been due or payable under this Article 5 shall no longer be due or payable.

5.8 For the avoidance of doubt, dividends will continue to accrue on Series A Preferred Shares pursuant to the terms of

these Articles until such shares are redeemed, converted or otherwise are reacquired by the Company (whether pursuant
to a Preferred Drag Transaction, Preferred Redemption, Forced Conversion or otherwise).

5.9 For the purpose of these Articles, in respect of dividend distributions or redemptions, the terms “assets, funds or

reserves legally available for payment” or any similar terms used in these Articles shall refer to the reserves (including
share premium, Capital Contributions or other reserves) as well as profits available for distributions.

6. Liquidation event.
6.1 Upon the occurrence of a Liquidation Event, the Preferred Holders shall be entitled to receive, prior and in preference

to any payment or distribution and, in respect of a liquidation, setting apart for payment or distribution of any of the assets,
funds or reserves of the Company to the holders of the Common Shares and to the holders of any other Equity Securities
ranking junior to the Series A Preferred Shares with respect to liquidation, an amount with respect to each Series A Preferred
Share (the Liquidation Preference), equal to the greater of (i) the Redemption Price and (ii) the amount of cash and other
consideration that the Series A Preferred Share would receive upon the occurrence of such Liquidation Event if such Series
A Preferred Share (and Related Conversion BCs) were converted into Common Shares at the applicable Conversion Price
immediately prior to such Liquidation Event and assuming all cash and other consideration was distributed pro rata to all
holders of Capital Stock based upon the number of Common Shares so held on an as-converted basis, but taking into account
the relative economic rights of Common Shares Class I and Common Shares Class II as set forth in Article 3.2 (if applicable).

6.2 For the avoidance of doubt, if, upon the occurrence of the Liquidation Event, the assets, funds or reserves legally

available for distribution by the Company among the holders of Series A Preferred Shares shall be insufficient to permit

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the payment to such holders of their full Liquidation Preference, then the entire assets, funds or reserves of the Company
legally available for distribution to such holders shall be distributed ratably among the Preferred Holders based upon the
aggregate Liquidation Preferences of the Series A Preferred Shares held by each such Preferred Holder and thereafter the
Company shall distribute all additional assets, funds or reserves that become legally available for distribution to such holders
until the Series A Preferred Shares receive the full Liquidation Preference. Without limiting Article 15, the Series A
Preferred Shares (and Related Conversion BCs) will be convertible into Common Shares Class I for all purposes under
these Articles (including Articles 6 and 7), except as expressly provided in Article 17.3, Article 15.18 and Article 15.19.

7. Sale event.
7.1 Upon the occurrence of a Sale Event, subject to Article 7.7 below, all Series A Preferred Shares shall be redeemed

by the Company or, as appropriate, purchased by a party or parties other than the Company or its Subsidiaries as contem-
plated by Article 7.2 at a price per Series A Preferred Share equal to the greater of (i) the Redemption Price and (ii) the
amount of cash and other consideration valued at Fair Market Value that such Series A Preferred Share would receive upon
the occurrence of such Sale Event as if: (A) such Sale Event was a sale of 100% (one hundred per cent) of the Company
for cash, (B) with a purchase price equal to the implied value of the Company (based on actual Net Proceeds for the portion
of the Company sold in connection with such Sale Event) and (C) such Series A Preferred Share (and Related Conversion
BCs) were converted into Common Shares immediately prior to such Sale Event and assuming all cash and other consi-
deration valued at Fair Market Value was distributed pro rata to all holders based upon the number of Common Shares so
held on an as-converted basis and, if any Common Shares Class II are outstanding, taking into account the reduced entit-
lement of the Common Share Class II as set forth in Article 3.2 (such greater amount, the Preferred Redemption Amount).
For purposes hereof, Net Proceeds means the proceeds payable directly or indirectly to the Company and/or the Shareholders
or the Company in connection with such Sale Event (net of all reasonable costs incurred in connection with such transaction
as determined in good faith by the Board).

7.2 The Company shall not have the power to, and shall not effect any transaction (and the Shareholders agree not to

effect any transaction) that constitutes a Sale Event unless, the transaction documents relating to such transaction provide
for the payment of the applicable Preferred Redemption Amount on all Series A Preferred Shares in accordance with Article
7.1 unless declined by the Preferred Majority in accordance with Article 7.7 (it being understood that such documents may
provide for the purchase of the Series A Preferred Shares rather than redemption), provided, however, that if the Preferred
Majority waives the requirement that such transaction provide for the payment of at least the Preferred Redemption Amount,
it may waive that requirement for all of the Series A Preferred Shares or for all the Series A-1 Preferred Shares or for all
the Series A-2 Preferred Shares; and if waived for only one series, then notwithstanding Article 7.1, only such series will
be sold or redeemed in connection with such transaction and the other series will remain outstanding and shall not be
included in any such sale.

7.3 In the event of a redemption pursuant to Article 7.1, if the assets, funds or reserves legally available to the Company

are not sufficient to redeem all outstanding Series A Preferred Shares, the Company shall redeem a pro rata portion,
calculated on an as-converted basis, of each Preferred Holder’s Series A Preferred Shares to the fullest extent of such legally
available assets, funds or reserves and shall use its reasonable efforts to promptly obtain such funds and thereafter redeem
the remaining Series A Preferred Shares as soon as practicable after the Company has assets, funds or reserves legally
available therefor.

7.4 Prior to the distribution or redemption provided for in Article 7.1, the Company and its Subsidiaries shall not expend

or dissipate any Net Proceeds received by the Company or such Subsidiary in respect of such Sale Event, except to discharge
expenses incurred in the ordinary course of business.

7.5 In the event of a Sale Event, if any portion of the consideration is placed into escrow and/or is payable to the Company

or the holders of Capital Stock subject to contingencies, (A) the Net Proceeds and the applicable Preferred Redemption
Amount shall initially be determined based on that portion of such consideration that is not placed in escrow and not subject
to any contingencies and (B) if any additional consideration becomes payable to the Company or the holders of Capital
Stock upon release from escrow or satisfaction of contingencies, the Net Proceeds and the Preferred Redemption Amount
of each Series A Preferred Share shall be recalculated and the Preferred Holders shall be paid an amount equal to any
increase in the Preferred Redemption Amount applicable to its Series A Preferred Shares since the prior calculation thereof
(ratably based on the Common As-Converted Percentage held by each participating Preferred Holder prior to such Sale
Event). Amounts shall remain payable to the Preferred Holders under this Article 7.5 (as an additional redemption price
or otherwise) even if the Series A Preferred Shares have been redeemed and are no longer outstanding and this provision
may not be modified without such Preferred Holders’ consent after such redemption.

7.6 No Common Holder shall (either alone or with other Common Holders) engage in any transaction which constitutes

a Change of Control (including a Sale of the Company) unless the Preferred Holders are allowed to include all Series A
Preferred Shares in such transaction at the closing thereof at a price per share equal to the applicable Preferred Redemption
Amount (determined as though such Change of Control were a Sale Event (and for the avoidance of doubt Article 7.2 and
Article 7.5 shall also apply as though such Change of Control were a Sale Event)) and as though proceeds were paid to the
Company solely for purposes of calculating the applicable Preferred Redemption Amount of each Series A Preferred Share).
If a Change of Control (including a Sale of the Company) occurs (including as a result of an indirect transfer of Capital
Stock) and the Preferred Holders are not offered the right to include their Series A Preferred Shares in such transaction at

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closing as set out above (and with a Special Event Notice given in accordance with Article 7.7 below) or, if the Preferred
Majority elected to be included in such Change of Control, and are not paid the applicable Preferred Redemption Amount
upon closing thereof unless such right to payment was waived by the Preferred Majority pursuant to Article 7.6, then a
Change of Control Breach will have occurred upon consummation of such Change of Control. For the avoidance of doubt
but without prejudice to any other provision of this Agreement, the Company shall not be obligated to effect a redemption
of the Series A Preferred Shares (or make payment on, or in respect of, such shares) solely as a result of the occurrence of
a Change of Control.

7.7 The Company shall give written notice of any Liquidation Event, Sale Event or Change of Control (Special Event

Notice) to each Preferred Holder and to any other Person listed in any exhibit to the relevant Shareholders Agreement (if
any) to receive such Special Event Notice and other notices (if applicable) or any Permitted Transferee of a Preferred
Holder, provided that such Preferred Holder has given notice of such transfer to the other Shareholders and the Company
(collectively, the Notice Parties and each a Notice Party) (i) not less than 30 (thirty) days prior to a Sale Event, (ii) as
promptly as possible after obtaining knowledge of a Liquidation Event and in any event not less than 30 (thirty) days prior
to the date on which distributions or payments are to be made to holders of Equity Securities pursuant to Article 6 in
connection with such Liquidation Event and (iii) as promptly as possible after obtaining knowledge of any Change of
Control, in each case, specifying in reasonable detail the terms of such transaction and the applicable Liquidation Preference
or, as appropriate, Preferred Redemption Amount for each series of Series A Preferred Shares payable on the consummation
of the Liquidation Event or the closing of such transaction (as applicable) and instructing the Preferred Holders that they
have the right to elect, other than in the case of a Liquidation Event, to decline to participate in such Sale Event or elect to
participate in such Change of Control by sending written notice to the Company within the period set out below and
otherwise in accordance with this Article 7.7. If the actual applicable Liquidation Preference or, as appropriate, Preferred
Redemption Amount per share payable upon consummation of such transaction will be lower in any material respect from
the amount set forth in the original notice, the Company shall send an updated notice to the Notice Parties (each, a Special
Event Update Notice) with the revised applicable Liquidation Preference or, as appropriate, Preferred Redemption Amount
for each series of Series A Preferred Shares at least 5 (five) Business Days prior to the consummation of the Liquidation
Event or the closing of such transaction (as applicable). The Preferred Majority, on behalf of all Preferred Holders, may,
by written notice to the Company within 45 (forty-five) days of the Special Event Notice or 5 (five) Business Days of a
Special Event Update Notice, elect, other than in the case of a Liquidation Event, to decline redemption or participation of
all of the Series A-1 Preferred Shares, all of the Series A-2 Preferred Shares, and/or all of the Series A-1 Preferred Shares
and Series A-2 Preferred Shares in any such Sale Event, in which case (a) payments shall be made to the Preferred Holders
in connection with such Sale Event only in respect of those Series A Preferred Shares participating or being redeemed in
such Sale Event, if any, and (b) any Series A Preferred Shares electing not to participate or be redeemed in connection with
such Sale Event shall remain outstanding. The Preferred Majority, on behalf of all Preferred Holders, may, by written notice
to the Company within 45 (forty-five) days of the Special Event Notice relating to a Change of Control or 5 (five) Business
Days of a Special Event Update Notice relating to a Change of Control, elect to participate with all of the Series A-1
Preferred Shares, all of the Series A-2 Preferred Shares, and/or all of the Series A-1 Preferred Shares and Series A-2
Preferred Shares in such Change of Control transaction. If the Preferred Holders have elected in whole or in part to parti-
cipate in a Change of Control and a Special Event Update Notice is delivered, the Preferred Majority on behalf of the
participating Preferred Holders, may, by written notice to the Company within 5 (five) days of receipt of such Special Event
Update Notice, elect to revoke participation in such Change of Control. Notwithstanding the foregoing, if a Special Event
Notice is not delivered to Preferred Holders at least 45 (forty-five) days in advance of a Change of Control to allow Preferred
Holders sufficient time to determine whether to participate, a Specified Breach shall be deemed to occur on completion of
such Change of Control.

7.8 The Common Holders and the Company shall provide notice to the Preferred Holders upon obtaining knowledge of

a Specified Breach (a Specified Breach Notice) specifying the Specified Breach in reasonable detail, but the absence of
such notice shall not affect the existence of a Specified Breach or, the rights of the Preferred Holders in respect thereof.
Upon the occurrence of a Specified Breach, M&G Finanziaria and its Permitted Transferees that directly hold Capital Stock
shall pay, jointly and severally, interest on the applicable Preferred Redemption Amount of each Series A Preferred Share
at the Dividend Rate, which shall accrue from day to day and shall be cumulative and shall be payable upon demand by
the Preferred Majority (the Post-Breach Interest). The Post-Breach Interest shall be separate and apart from, and in addition
to, the accrual of dividends on the Series A Preferred Shares pursuant to Articles 5.2 to 5.4. If the Specified Breach occurs
prior to a Qualified Public Offering, then, the Preferred Majority, on behalf of all Preferred Holders, may deliver the
Company and M&G Finanziaria a notice that it is seeking the Conversion Remedy (a Conversion Remedy Notice). Fol-
lowing delivery of a Conversion Remedy Notice, M&G Finanziaria may commence a Specified Breach Repurchase in
accordance with Article 12 and subject to Article 12.3. If a Conversion Remedy Notice has been delivered and M&G
Finanziaria does not (1) issue a Specified Breach Purchase Notice within the period set out in Article 12.1 or (2) does not
complete a Specified Breach Repurchase by the date set out in Article 12.2 (unless the Preferred Majority have issued a
Conversion Remedy Waiver in accordance with Article 12.3), then the Conversion Remedy shall occur on the Conversion
Remedy Date which shall be (A) in the case of clause (1) above, on the day immediately following the end of the period
for delivery of the Specified Breach Purchase Notice under Article 12.1 and (B) in the case of clause (2) above, on the day
immediately following the date set as the Specified Breach Purchase Date, but only if the Specified Breach Repurchase

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has not been carried out on the Specified Breach Purchase Date. Conversion Remedy means (x) each Common Share held
by a Common Holder (other than the Excluded Shares and excluding, for the avoidance of doubt, any Conversion Common
Shares held by a Preferred Holder) shall automatically convert into one new Common Share Class II and (y) each Common
Share Class II shall have the voting rights and the reduced economic entitlement as set forth in Article 3.2. The Board (or
its delegates) shall (A) immediately, and in any event no later than 1 Business Day after the Conversion Remedy Date
acknowledge and record such conversion and duly update the register of shares and the Company’s books and records and
(B) shall have the conversion recorded by way of notarial deed within 2 (two) Business Days from the Conversion Remedy
Date. The Company and each Shareholder agrees to promptly take all actions required to implement the Conversion Remedy
on the Conversion Remedy Date. The Conversion Remedy shall not be available after the occurrence of a Qualified Public
Offering.

7.9 Nothing set forth in Articles 6 and 7 shall be deemed to modify any consent rights of the Preferred Holders under

these Articles or the relevant Shareholders Agreement (if any) in respect of any transactions described herein, any restric-
tions on transfer, or any other rights or remedies of the Preferred Holders (in addition to the Conversion Remedy) with
respect to any breach of such restrictions under these Articles, any other Transaction Agreement or Charter Document or
applicable law. Without limiting the generality of the foregoing, nothing set forth herein shall modify or waive the provisions
of Article 9, Article 20, Article 21 and/or the provisions relating to the tag-along rights and drag-along rights in the relevant
Shareholders Agreement, if any.

8. Share redemption and beneficiary certificates redemption.
8.1 The Company may, to the extent and under the terms permitted by law and these Articles and the relevant provisions

of the relevant Shareholders Agreement, redeem its own Shares and the Beneficiary Certificates. Any Share redemption
and any redemption of Beneficiary Certificates must comply with these Articles and the relevant provisions of the relevant
Shareholders Agreement. Neither the Company nor any Subsidiary shall redeem or acquire any Series A Preferred Shares
or any Beneficiary Certificates A or any Other Convertible Preferred Equity Securities except as expressly authorized in
the relevant Shareholders Agreement, these Articles, other Transaction Agreements or the Charter Documents or pursuant
to a purchase offer made pro rata to all Preferred Holders.

8.2 The Series A Preferred Shares are redeemable shares issued under article 49-8 of the Luxembourg Companies Law.

The Series A Preferred Shares are redeemable pursuant to the terms of these Articles.

8.3 The redemption of the Beneficiary Certificates can only be made by using available reserves (including the share

premium, Capital Contributions or other available reserves) and profits.

8.4 Shares which have been redeemed by the Company (i) bear no voting rights, and have no rights to receive dividends,

liquidation proceeds or any other distributions and (ii) must be cancelled and retired as soon as practicable and shall not
be reissued, sold or transferred, all in accordance with Article 17.3. Redeemable Shares shall be cancelled in accordance
with applicable law.

8.5 Redeemed Beneficiary Certificates are automatically cancelled on redemption.

9. Drag redemption and drag conversion.
9.1 Commencing at any time on or after the date set out in the relevant Shareholders Agreement (if any) (and for the

avoidance of doubt, include the date on wich the Shareholders Agreement (if any) has been entered into), the Preferred
Majority shall have the right, by delivery of a written notice to the Company (the Drag Notice), to require, subject to Articles
9.2 to 9.5 below, the Company to seek a drag-along transaction on terms acceptable to the Preferred Majority (the Preferred
Drag Transaction) on the terms and conditions set out in the relevant Shareholders Agreement (if any). For the avoidance
of doubt, (i) the Company shall not be obligated to effect any redemption of Series A Preferred Shares pursuant to a Preferred
Drag Transaction (but the foregoing shall not modify the terms of Article 7.2), it being acknowledged that the consideration
paid in a Preferred Drag Transaction (or any other transaction pursuant to Article 21 and the drag along rights provisions
included in the relevant Shareholders Agreement (if any)) shall be paid (directly or indirectly) by the acquiror and (ii) a
Sale of the Company may not be structured as a sale of assets, unless agreed in writing by each of the Company and the
Preferred Majority.

9.2 Within six (6) months following the Company’s receipt of the Drag Notice, the Company shall notify the Preferred

Majority and the Notice Parties (Company Notice) of (i) its acceptance (a Company Drag Acceptance) of the Preferred
Majority’s request for a Preferred Drag Transaction or (ii) its intent (a Company Alternative Election) (A) subject to Articles
9.6 to 9.8, to redeem all, but not less than all, outstanding Series A Preferred Shares and all Beneficiary Certificates A at
a price per Series A Preferred Share (including also the Related BCs then outstanding) equal to the applicable Redemption
Price (or to designate an Affiliate of the Company to purchase those Series A Preferred Shares (together with the Beneficiary
Certificates A then outstanding) in accordance with this Article 9) (a Drag Redemption) or (B) to effectuate a Forced
Conversion pursuant to Articles 9.9 and 16 of all, but not less than all, of the Series A Preferred Shares (and Related
Conversion BCs) (a Drag Conversion).

9.3 If the Company Notice is a Company Drag Acceptance, then (A) the Company shall seek, on behalf of the Preferred

Majority, a Preferred Drag Transaction, (B) the Board shall consent to and approve such Preferred Drag Transaction and
(C) the Preferred Drag Transaction shall be completed on the terms and conditions described in the relevant Shareholders
Agreement (if any) (including, for the avoidance of doubt, the right of the Preferred Majority to approve such transaction).

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9.4 If the Company Notice is a Company Alternative Election, the Company shall, within twelve (12) months following

the date of the Drag Notice (the Cutoff Date), be required to complete a Drag Redemption or Forced Conversion in accor-
dance with Articles 9.6 to 9.8 or Article 16, respectively.

9.5 If the Company Notice is (x) a Company Alternative Election and a Forced Conversion is not completed prior to

the Cutoff Date and in accordance with Article 16 or a Drag Redemption is not completed prior to the Cutoff Date and in
accordance with Articles 9.6 to 9.8 or (y) a Company Drag Acceptance and the Preferred Drag Transaction is not completed
(or there is not a definitive agreement with respect thereto) prior to the Cutoff Date plus three (3) months and in accordance
with the relevant Shareholders Agreement (if any), then the Preferred Majority may initiate, seek, control and complete a
Preferred Drag Transaction (without a requirement to deliver a subsequent Drag Notice), on the terms and conditions further
set out in the relevant Shareholders Agreement (if any) and pursuant to the procedure set out in the relevant Shareholders
Agreement (if any).

9.6 If, after delivery of a Company Alternative Election, the Company elects to pursue a Drag Redemption, the Company

shall give written notice (the Drag Redemption Election Notice) to each Preferred Holder of record (as of the close of
business on the Business Day next preceding the day on which notice is given) at the address indicated in the Register and
to the Notice Parties and in each case in accordance with Article 33, which notice shall (i) state that the Company has
elected to pursue a Drag Redemption rather than a Forced Conversion, (ii) provide calculations of the estimated Drag
Redemption Proceeds (assuming the Drag Redemption Date is 60 (sixty) days following the Drag Redemption Election
Notice) and (iii) state that the Preferred Holder’s right to convert Series A Preferred Shares (and Related Conversion BCs)
to Common Shares Class I shall terminate if not exercised within 30 (thirty) days following the Preferred Holders receipt
of the Drag Redemption Election Notice (the Conversion Election Period) and, if such rights are not exercised during the
Conversion Election Period (and/or if a Drag Redemption Response Notice is not delivered within such period as contem-
plated by Article 9.7 below), the Convertible Preferred Equity Securities will be redeemed by the Company upon the
consummation of the Drag Redemption on the date for redemption set forth in the Drag Redemption Closing Notice, which
shall not be earlier than the final day of the Conversion Election Period nor later than 60 (sixty) days after the date of such
Drag Redemption Election Notice (the Drag Redemption Date). A Drag Redemption Election Notice may not be given
later than 60 (sixty) days prior to the Cutoff Date. The Company’s delivery of a Drag Redemption Election Notice shall
be deemed an irrevocable commitment by the Company to effectuate a Drag Redemption on or prior to the Drag Redemption
Date (unless the Preferred Majority delivers a Drag Redemption Response Notice electing to pursue an Optional Conver-
sion).

9.7 Within 30 (thirty) days following the Preferred Holders’ receipt of the Drag Redemption Election Notice, the Pre-

ferred Majority, acting on behalf of all Preferred Holders, shall notify the Company (Drag Redemption Response Notice)
of (A) its acceptance of the Drag Redemption or (B) its election to pursue an Optional Conversion of all of the Series A-1
Preferred Shares (and Related Conversion BCs) and/or all of the Series A-2 Preferred Shares (and related Conversion BCs).
If the Preferred Majority delivers a Drag Redemption Response Notice electing to pursue an Optional Conversion of all
Series A-1 Preferred Shares (and related Conversion BCs) and/or all Series A-2 Preferred Shares (and related Conversion
BCs), the Company and Preferred Holders shall take the appropriate procedures described in Article 15 with respect to the
applicable Series A Preferred Shares to be converted (as set forth in the Drag Redemption Response Notice) (the Drag
Optional Convert Series and any series of Series A Preferred Shares not included in the optional conversion under the Drag
Redemption Response Notice, the Drag Included Series); provided, that, (x) the Preferred Holders shall not be required to
deliver a Conversion Notice (and the Drag Redemption Response Notice shall constitute the Conversion Notice with respect
to the Drag Optional Convert Series and shall be deemed to specify conversion of all shares of the Drag Optional Convert
Series (and Related Conversion BCs)), but shall be obligated to provide necessary Conversion Information, to the extent
requested by the Company.

9.8 If there is any Drag Included Series, the Company shall, not less than 15 (fifteen) days prior to the Drag Redemption

Date, give written notice (the Drag Redemption Closing Notice) of the Drag Redemption to each Preferred Holder of record
of the Drag Included Series (as of the close of business on the Business Day next preceding the day on which notice is
given) at the address indicated in the Register in accordance with Article 33, which notice shall (i) specify the Drag
Redemption Date (which shall be no later than 60 (sixty) days after the Drag Redemption Election Notice) and the place
at which payment may be obtained, (ii) provide a calculation of the aggregate cash consideration to be paid to such Preferred
Holder (i.e., the number of Series A Preferred Shares of the Drag Included Series multiplied by the applicable Redemption
Price as of the Drag Redemption Date) (the Drag Redemption Proceeds) and (iii) call upon such Preferred Holder to
surrender to the Company, in the manner and at the place designated, his, her or its certificate or certificates (if any)
representing such Preferred Holder’s shares of the Drag Included Series.

9.9 If, after delivery of a Company Alternative Election, the Company elects to pursue a Drag Conversion, the Company

shall give written notice to each Preferred Holder of record (as of the close of business on the Business Day next preceding
the day on which notice is given) at the address indicated in the Register and the Notice Parties in each case in accordance
with Article 33, which notice shall (i) state that the Company has elected to pursue a Drag Conversion rather than a Drag
Redemption, (ii) certify that the Forced Conversion Threshold has been met for all Series A Preferred Shares as of the date
of the Drag Conversion Notice, (iii) provide a calculation of the aggregate Conversion Common Shares into which such
Preferred Holder’s Series A Preferred Shares (and Related Conversion BCs) will be converted into and (iv) include any
other instructions required to complete the Drag Conversion in accordance with Article 15 and Article 16 (the Drag Con-

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version Notice). The Company’s delivery of a Drag Conversion Notice shall be deemed an irrevocable election by the
Company to effectuate the Drag Conversion as of the date of the Drag Conversion Notice. Notwithstanding anything to
the contrary contained herein, the Company may only elect to pursue a Drag Conversion (x) if the Forced Conversion
Threshold has been met for all Series A Preferred Shares as of the date of the Drag Conversion Notice and (y) with respect
to all Series A Preferred Shares (and Related Conversion BCs).

10. Additional drop away event.
10.1 If, at the end of any fiscal quarter the Company’s and its Subsidiaries’ consolidated EBITDA for the twelve-month

period ending on the last day of such fiscal quarter is greater than $450 million, as determined by the financial statements
delivered pursuant to the relevant Shareholders Agreement (if any) and certified to Preferred Holders by the chief financial
officer of the Company (the Additional Drop Away Event Condition), then the Company may request an Additional Drop
Away Event in accordance with and subject to the terms of this Article 10 by delivery of written notice to each Preferred
Holder of record (as of the close of business on the Business Day next preceding the day on which notice is given) at the
address indicated in the Register and in accordance with Article 33 (an Additional Drop Away Event Request Notice).

10.2 Within 60 (sixty) days following the Preferred Holders’ receipt of the Additional Drop Away Event Request Notice

(the Drop Away Response Period), the Preferred Majority, acting on behalf of all Preferred Holders, shall (at its election)
notify the Company (Additional Drop Away Event Response Notice) of its acceptance or rejection of the Additional Drop
Away Event.

10.3 If the Preferred Majority accepts the Additional Drop Away Event pursuant to an Additional Drop Away Event

Response Notice, the Other Convertible Preferred Equity Securities shall be redeemed (or, in the case of Conversion
Common Shares (as defined in the Newco Stockholders agreement), designated for repurchase or purchase by an Affiliate
of the Company) at a price per Other Convertible Preferred Equity Securities equal to the accounting par value thereof in
accordance with Article 17 and the relevant Newco Stockholders Agreement and/or the relevant Resinas Shareholders
Agreement.

10.4 If the Preferred Majority rejects the Additional Drop Away Event in the Additional Drop Away Event Response

Notice or no response is provided to the Company within the Drop Away Response Period, the Company shall, subject to
Article 10.5, have 120 (one hundred and twenty) days following the date of the Additional Drop Away Event Response
Notice (or the end of the Drop Away Response Period if no Additional Drop Away Event Response Notice is delivered in
such period) to redeem (or to designate an Affiliate of the Company to purchase those Series A Preferred Shares (together
with the Beneficiary Certificates A then outstanding) (provided, that, the Company shall remain jointly obligated in respect
of redemption payments)), all, but not less than all, outstanding Series A Preferred Shares at a price per Series A Preferred
Share equal to the Redemption Price (the Drop Away Redemption), and, if not completed by such date, the Company shall
forfeit any further rights to a Drop Away Redemption under this Article 10, but without prejudice to any right in connection
with any other Drop Away Event which may occur under these Articles.

10.5 If the Company elects to pursue a Drop Away Redemption then (x) within 30 (thirty) days following the date of

the Additional Drop Away Event Response Notice (or the end of the Drop Away Response Period if no Additional Drop
Away Event Response Notice is delivered within such period) and (y) not less than 45 (forty-five), nor more than 120 (one
hundred and twenty), days prior to the closing date of such Drop Away Redemption (the Drop Away Redemption Date),
the Company shall give written notice of the Drop Away Redemption to each Preferred Holder of record (as of the close
of business on the Business Day next preceding the day on which notice is given) at the address indicated in the Register
and in accordance with Article 33, which notice shall (i) specify the Drop Away Redemption Date and the place at which
payment may be obtained, (ii) provide a calculation of the aggregate cash consideration to be paid to such Preferred Holder
(i.e., the number of Series A Preferred Shares multiplied by the Redemption Price as of the Drop Away Redemption Date),
(iii) call upon such Preferred Holder to surrender to the Company, in the manner and at the place designated, his, her or its
certificate or certificates (if any) representing such Preferred Holder’s Convertible Preferred Equity Securities and (iv)
instruct the Preferred Holder that such redemption may be avoided by converting their Series A Preferred Shares (and
Related Conversion BCs) within the period and otherwise in accordance with Article 10.6 (the Drop Away Redemption
Notice). The Company’s delivery of a Drop Away Redemption Notice shall be deemed an irrevocable commitment by the
Company to effectuate a Drop Away Redemption on or prior to the Drop Away Redemption Date (subject only to the
Preferred Holders’ rights to pursue an Optional Conversion).

10.6 Notwithstanding Article 10.4 and Article 10.5, the Preferred Majority, acting on behalf of all Preferred Holders,

may elect to convert all, but not less than all, of the Series A Preferred Shares (and Related Conversion BCs) pursuant to
Article 15 on or prior to the Business Day which falls 30 (thirty) days following the Preferred Holders’ receipt of the Drop
Away Redemption Notice, if a request for conversion has been made prior to the expiry of such period, the Series A Preferred
Shares (and Related Conversion BCs) shall not be subject to redemption, but instead shall be subject to Optional Conversion
and the Company and the Preferred Holders shall take the appropriate procedures described in Article 15; provided, that,
(x) such Optional Conversion may only be made with respect to all Series A Preferred Shares (and Related Conversion
BCs) and (y) the Preferred Holders shall not be required to deliver a Conversion Notice (and the request delivered by the
Preferred Majority pursuant to this Article 10.6 shall constitute the Conversion Notice and shall be deemed to specify
conversion of all Series A Preferred Shares (and Related Conversion BCs)), but shall be obligated to provide necessary
Conversion Information, to the extent requested by the Company.

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11. Minimum threshold redemption.
11.1 At any time when (A) less than (i) 15% (fifteen per cent) of the Series A-1 Preferred Shares held by the Investor

as of the date of the first issuance of Series A-2 Preferred Shares (subject to appropriate adjustment in the event of a stock
split, stock dividend, combination, recapitalization, reclassification or similar event affecting the Series A Preferred Shares
after the date of the first issuance of Series A-2 Preferred Shares) and (ii) 15% (fifteen per cent) of the Series A-2 Preferred
Shares held by the Investor as of the date of the first issuance of Series A-2 Preferred Shares (subject to appropriate
adjustment in the event of a stock split, stock dividend, combination, recapitalization or similar event affecting the Series
A Preferred Shares after the date of the first issuance of Series A-2 Preferred Shares) remain outstanding, or (B) less than
USD 20,000,000 (twenty million United States Dollars) of the Series A Preferred Shares (determined by multiplying the
number of outstanding Series A Preferred Shares by the Deemd Issue Price) remain outstanding (the Minimum Threshold
Date), the Company shall, subject to Article 11.3, be permitted, at its option, to redeem, all, but not less than all, outstanding
Series A Preferred Shares at a price per Series A Preferred Share equal to the Redemption Price (the Minimum Threshold
Redemption).

11.2 If the Company elects to pursue a Minimum Threshold Redemption then, not less than 45 (forty-five), nor more

than 60 (sixty), days prior to the date of such Minimum Threshold Redemption (the Minimum Threshold Redemption
Date), the Company shall give written notice of the Minimum Threshold Redemption to each Preferred Holder of record
(as of the close of business on the Business Day next preceding the day on which notice is given) at the address indicated
in the Register and in accordance with Article 33, which notice shall (i) specify the Minimum Threshold Redemption Date
and the place at which payment may be obtained, (ii) provide a calculation of the aggregate cash consideration to be paid
to such Preferred Holder calculated separately for the Series A-1 Preferred Shares and the Series A-2 Preferred Shares (i.e.,
the number of Series A Preferred Shares of each series, separately multiplied by the applicable Redemption Price as of the
Minimum Threshold Redemption Date), (iii) call upon such Preferred Holder to surrender to the Company, in the manner
and at the place designated, his, her or its certificate or certificates (if any) representing such Preferred Holder’s Convertible
Preferred Equity Securities and (iv) instruct the Preferred Holder that such redemption may be avoided by converting their
Series A Preferred Shares (and Related Conversion BCs) within the period and otherwise in accordance with Article 11.3
(the Minimum Threshold Redemption Notice). The Company’s delivery of a Minimum Threshold Redemption Notice shall
be deemed an irrevocable commitment by the Company to effectuate a Minimum Threshold Redemption on or prior to the
Minimum Threshold Redemption Date (subject only to the Preferred Holders’ rights to pursue an Optional Conversion).

11.3 Notwithstanding Article 11.1 or Article 11.2, the Preferred Majority, acting on behalf of all Preferred Holders, may

elect to convert all, but not less than all, of the Series A Preferred Shares pursuant to Article 15 on or prior to the Business
Day which falls 30 (thirty) days following the Preferred Holders’ receipt of the Minimum Threshold Redemption Notice ,
if a request for conversion has been made prior to the expiry of such period, the Series A Preferred Shares (and Related
Conversion BCs) shall not be subject to redemption, but instead shall be subject to Optional Conversion and the Company
and the Preferred Holders shall take the appropriate procedures described in Article 15; provided, that, (x) such Optional
Conversion may only be made with respect to all Series A Preferred Shares (and Related Conversion BCs) and (y) the
Preferred Holders shall not be required to deliver a Conversion Notice (and the request delivered by the Preferred Majority
pursuant to this Article 11.3 shall constitute the Conversion Notice and shall be deemed to specify conversion of all Series
A Preferred Shares (and Related Conversion BCs)), but shall be obligated to provide necessary Conversion Information,
to the extent requested by the Company.

12. Specified breach purchase.
12.1 If a Conversion Remedy Notice has been given to the Company and M&G Finanziaria by the Preferred Majority,

M&G Finanziaria shall, subject to Article 12.3, be permitted, at its option, to purchase, all, but not less than all, outstanding
Series A Preferred Shares (the Specified Breach Purchase) at a price per Series A Preferred Share equal to (i) in the case
of a Change of Control Breach or a breach by a Common Holder of Articles 7.2, 9, 21.1, 21.2, 20 or section 2.2(b) (ii),
section 2.3, section 7.1, section 7.2 or section 8.4 of the relevant Shareholders Agreement (if any) the applicable Preferred
Redemption Amount determined in accordance with Article 7 as though the Specified Breach where a Sale Event or (ii)
in the case of a breach by a Common Holder of Articles 24.1 to 24.7 or section 2.4(b) of the relevant Shareholders Agreement
(if any), the Redemption Price, provided that the Specified Breach Purchase Notice must be given not later than 10 (ten)
days after delivery of such Conversion Remedy Notice.

12.2 If M&G Finanziaria elects to pursue a Specified Breach Purchase then, not less than 30 (thirty), and not more than

50 (fifty), days prior to the date of such Specified Breach Purchase (the Specified Breach Purchase Date), M&G Finanziaria
shall give written notice of the Specified Breach Purchase to each Preferred Holder of record (as of the close of business
on the Business Day next preceding the day on which notice is given) at the address indicated in the Register and in
accordance with Article 33, which notice shall (i) specify the Specified Breach Purchase Date which shall not be later than
35 (thirty-five) days after delivery of the Specified Breach Purchase Notice and the place at which payment may be obtained,
(ii) provide a calculation of the aggregate cash consideration to be paid to such Preferred Holder calculated separately for
Series A-1 Preferred Shares and Series A-2 Preferred Shares (i.e., the number of Series A Preferred Shares of each series
separately multiplied by the applicable Preferred Redemption Amount or Redemption Price, as applicable, as of the Spe-
cified Breach Purchase Date), (iii) call upon such Preferred Holder to surrender to M&G Finanziaria, in the manner and at
the place designated, his, her or its certificate or certificates (if any) representing such Preferred Holder’s Convertible

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Preferred Equity Securities and (iv) instruct the Preferred Holder that such purchase may be avoided by election of the
Preferred Majority to rescind the Conversion Remedy Notice within the time period and otherwise in accordance with
Article 12.3 below (the Specified Breach Purchase Notice). M&G Finanziaria’s delivery of a Specified Breach Purchase
Notice shall be deemed an irrevocable commitment by M&G Finanziaria to effectuate a Specified Breach Purchase on or
prior to the Specified Breach Purchase Date (subject only to the Preferred Holders’ rights under Article 12.3).

12.3 Notwithstanding Article 12.2, the Preferred Majority may, on behalf of the Preferred Holders, deliver a notice to

the Company on or prior to 30 (thirty) days following the Preferred Holders’ receipt of the Specified Breach Purchase
Notice, waiving the Conversion Remedy in respect of the Specified Breach subject of the Specified Breach Notice or
specified in the Conversion Remedy Notice (a Conversion Remedy Waiver). Upon delivery of such Conversion Remedy
Waiver, (i) M&G Finanziaria shall no longer be entitled to pursue a Specified Breach Purchase in respect thereof, (ii) the
Conversion Remedy shall not occur in respect of such Specified Breach and (iii) the Post-Breach Interest shall cease to
accrue; provided, that, for the avoidance of doubt, the effect of any remedies relating to such Specified Breach prior to such
termination (e.g., the amount becoming due and owing pursuant to the Post-Breach Interest accrued during such time) shall
not be affected by such waiver (any shall remain payable on demand), and such Conversion Remedy Waiver shall not
constitute a waiver of, or modify or impair, any other rights or remedies of the Preferred Holders under this Agreement,
any other Transaction Agreement or applicable law in respect of such Specified Breach or waive any rights with respect
to any other Specified Breach existing at such time or thereafter.

13. Sale premium.
13.1 In the event that (i) Drag Redemption, Minimum Threshold Redemption or Specified Breach Purchase is completed,

(ii) a Sale of the Company or Initial Public Offering is consummated within 12 months following the applicable redemption
date and (iii) the Preferred Holders would have received proceeds greater than the aggregate Redemption Price or Preferred
Redemption Amount (for the applicable series), as applicable, paid with respect to the Series A Preferred Shares subject
to such Drag Redemption, Minimum Threshold Redemption or Specified Breach Purchase (assuming, for purposes of such
determination, that (x) in the case of a Sale of the Company, all Series A Preferred Shares were sold in connection therewith,
at the applicable Preferred Redemption Amount and (y) in the case of an Initial Public Offering, all Series A Preferred
Shares (and Related Conversion BCs) were converted at the applicable Conversion Price then in effect and thereafter sold
at the offering price in such Initial Public Offering (net of the allocable portion of any underwriter discount) had such Drag
Redemption Minimum Threshold Redemption or Specified Breach Purchase not occurred (the amount of such excess, the
Sale Premium), then the Company shall pay the Preferred Holders (as of the applicable redemption date (as an additional
redemption price or otherwise) an aggregate amount equal to the Sale Premium pro rata to the Preferred Holders based on
their respective Common As-Converted Percentages. For the avoidance of doubt, this Article 13 shall not apply to a
redemption under Article 10 and calculations of amounts payable under this Article 13 shall be made separately for the
Series A-1 Preferred Shares and Series A-2 Preferred Shares.

14. Conversion.
14.1 The Series A Preferred Shares and the Beneficiary Certificates A are convertible into Conversion Common Shares

pursuant to and solely in accordance with these Articles and the relevant Shareholders Agreement, if any.

15. Optional conversion.
15.1 Subject to the express limitations set forth in the last sentence of this Article 15.1 and set forth in Articles 9.6 to

9.8, 10.6, 11.3 and 12.3, any Preferred Holder may, at any time or from time to time, without the payment of additional
consideration by the holder thereof, convert all or any portion of the Series A Preferred Shares (and Related Conversion
BCs) held by such Preferred Holder into a number of Common Shares computed by multiplying the number of Series A
Preferred Shares to be converted by the Deemed Issue Price, and dividing the result by the applicable Conversion Price (as
defined below) for such series of Series A Preferred Shares to be converted then in effect (rounded to the nearest whole
number). The conversion of Series A Preferred Shares (and Related Conversions BCs) shall be into Common Shares Class
I except as expressly provided in Article 17.3, Article 15.18 and/or Article 15.19. For example, if the number of Series A-1
Preferred Shares (and Related Conversions BCs) to be converted equals 10, the Deemed Issue Price equals $100.00 (one
hundred United States Dollars) and the applicable Conversion Price for Series A-1 Preferred Shares then in effect equals
$50.00 (fifty United State Dollars), then the number of Conversion Common Shares to be issued upon conversion shall
equal 20. In addition, Series A Preferred Shares may not be converted into Conversion Common Shares following the
delivery of a Remedy Election Notice pursuant to the terms of the Newco Stockholders Agreement unless such Remedy
Election Notice is rescinded pursuant to the terms of the Newco Stockholders Agreement or otherwise in which case Series
A Preferred Shares may again be converted from and including the time at which such Remedy Election Notice is rescinded.

15.2 A Preferred Holder shall exercise its conversion rights with respect to Series A Preferred Shares (the Converted

Preferred Shares) by delivering, in the manner set out in Article 33, to the Company a correctly completed and duly signed
written notice of such exercise, substantially in the form that may be attached to the relevant Shareholders Agreement (if
any) (the Conversion Notice) setting out: (i) the total number of Converted Preferred Shares and the applicable series, (ii)
such registered holder’s name and, if applicable, the names of the nominees in which such registered holder wishes the
Common Shares to be issued on such conversion or, as appropriate, the account or accounts to which the Common Shares
to be issued on such conversion are to be credited (if the Common Shares are, at the relevant time, cleared through a clearing

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system) and such other information, as may be reasonably necessary for the delivery of such Common Shares to such
account or accounts; and (iii) customary representations regarding ownership of the Converted Preferred Shares as required
in the Conversion Notice (collectively, the Conversion Information). The Conversion Notice shall be deemed to include
the applicable Related Conversion BCs. Where a certificate evidencing the Converted Preferred Shares (and/or Related
Conversion BCs) has been issued, such certificate(s) shall be sent along with the notice. Upon receipt of the Conversion
Notice by the Company, the conversion of the Converted Preferred Shares (and Related Conversion BCs) into Common
Shares issuable upon such conversion (such Common Shares Class I, the Conversion Common Shares) occurs and takes
effect automatically, by the mere operation of the terms of these Articles, the Converted Preferred Shares (and Related
Conversion BCs) are converted into Conversion Common Shares and the issued capital of the Company is increased
accordingly (as required). The Board (or its delegates) shall (subject to Article 15.10) (A) immediately, and in any event
no later than 1 Business Day after receipt by the Company of the Conversion Notice acknowledge and record such con-
version and the related capital increase if any, and duly update the Register, the register of BCs A and the Company’s books
and records and (B) shall have the conversion (and the changes in number of Series A Preferred Shares, Beneficiary
Certificates A and Common Shares) and the related capital increase (if any) recorded by way of notarial deed within 2
(two) Business Days from the date of receipt of the Conversion Notice.

15.3 Upon conversion of Series A Preferred Shares (and the Related Conversion BCs), (A)(1) each Converted Preferred

Share shall convert (and be reclassified) into one fully paid Common Share and (2) each Related Conversion BC shall
convert into one fully paid Common Share (provided, that, for the avoidance of doubt, the Conversion Common Shares to
be delivered to such Preferred Holder shall equal the number determined under the formula set forth in Article 15.1 and
(B) the capital of the Company shall be increased by an amount equal to the aggregate par value of the Conversion Common
Shares into which the Related Conversion BCs convert. Such capital increase is effected by allocation of an amount equal
to the par value of the Conversion Common Shares into which the Related Conversion BCs convert to the issued share
capital from the BC A Reserve.

15.4 The number of Related Conversion BCs in connection with a conversion of Series A Preferred Shares of any

Preferred Holder shall be the number of Common Shares (rounded to the nearest whole number) into which the Series A
Preferred Shares to be converted convert pursuant to the formula set forth in Article 15.1 less the number of Series A
Preferred Shares to be converted.

15.5 The issuance of Common Shares upon conversion of the Converted Preferred Shares and Related Conversion BCs

shall be made without charge to the Preferred Holder for any tax or other cost incurred by the Company in connection with
such conversion and the related issuance of Common Shares. Upon conversion of each Converted Preferred Share, the
Company shall take all such actions as are necessary in order to insure that the Common Shares issuable with respect to
such Converted Preferred Share and Related Conversion BCs shall be validly issued and fully paid.

15.6 All accrued or declared but unpaid dividends on the Converted Preferred Shares shall be payable upon conversion

in cash or, at the option of the Company, through the issuance of PIK Shares (together with the relevant number of Bene-
ficiary Certificates A). Each Preferred Holder consents through the holding of Series A Preferred Shares (by subscription
or acquisition, or otherwise) to the non-pro rata payment of such accrued or declared but unpaid dividends on such Converted
Preferred Shares which occurs in accordance with this Article 15.6.

15.7 The Company shall, at all times when Series A Preferred Shares are outstanding, reserve and keep available out of

its authorized share capital, for the purpose of effecting the conversion of the Series A Preferred Shares (and Related
Conversion BCs), such amount of authorized share capital represented by Common Shares Class I, free of any pre-emptive
rights, as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Shares (and
Beneficiary Certificates A); and if at any time the amount of authorized share capital shall not be sufficient to effect the
conversion of all then outstanding Series A Preferred Shares (and Beneficiary Certificates A); the Company shall take such
corporate action as may be necessary to increase its authorized share capital represented by Common Shares Class I as
shall be sufficient for such purposes, including, without limitation, engaging in reasonable efforts to obtain the requisite
shareholder approval of any necessary amendment to these Articles and each Shareholder (by subscription, acquisition or
otherwise) agrees to approve such amendment. Before taking any action that would cause an adjustment reducing the
Conversion Price for any Series A Preferred Share below the then par value of the Common Shares issuable upon conversion
of the Series A Preferred Shares (and Related Conversion BCs); the Company will take any corporate action or undertake
to take any corporate action which may be necessary in order that the Company may validly and legally issue fully paid
Common Shares Class I at such adjusted Conversion Price. Before taking any action that would cause an adjustment of the
Conversion Price for any Series A Preferred Share which would result in the sum of the number of Series A Preferred
Shares and Beneficiary Certificates A being lower than the number of Common Shares into which the Series A Preferred
Shares (and Related Conversion BCs) would be convertible by application of the applicable Conversion Price as so adjusted
as a result of such action, then the Company will take any corporate action which may be necessary in order that the sum
of the Series A Preferred Shares and Beneficiary Certificates A is at least equal to the number of Common Shares into
which the Series A Preferred Shares (and Related Conversion BCs) would be convertible by application of the applicable
Conversion Price as so adjusted as a result of such action, including the issuance of additional Beneficiary Certificates A
to the Preferred Holders at no cost and allocating an amount equal to the par value of the Common Shares into which such
additional Beneficiary Certificates A may convert to the BC A Reserve.

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15.8 Upon any conversion effected pursuant to any provision of this Article 15, no adjustment to the applicable Con-

version Price shall be made for any declared but unpaid dividends on the Converted Preferred Shares so long as the Company
pays such dividends in cash or by issuance of PIK Shares in respect thereof and such dividends shall be so paid if legally
permitted and as required by Article 15.6 above. If accumulated dividends are not declared and paid in cash or by the
issuance of PIK Shares in respect thereof, such dividends shall remain outstanding and continue to accrue and shall be
declared and paid in cash at the earliest possible times when assets, funds or reserves are legally available for such purpose.

15.9 The BC A Reserve constitutes the advance payment of the par value (and actual issue price) of the Conversion

Common Shares into which the Beneficiary Certificates A may convert pursuant to the terms hereof. In order to facilitate
the conversion of the Related Conversion BCs into Conversion Common Shares and the related formalities, the Company
shall, at all times when Series A Preferred Shares are outstanding, ensure that losses will not be allocated at a General
Meeting to the BC A Reserve and that the BC A Reserve must remain unaffected by any losses and take such corporate
action as may be necessary therefore, it being understood that any such losses (if any) shall not prevent or adversely affect
the conversion of the Related Conversion BCs into Conversion Common Shares and the allocation of the relevant amount
of the BC A Reserve to the issued share capital of the Company and related capital increase.

15.10 In connection with any conversion effected pursuant to this Article 15, (A) the Board (or its delegates) may verify

the period of time necessary to credit Conversion Common Shares to the account of the relevant Preferred Holder as set
out in the relevant Conversion Notice with the terms of any Relevant Stock Exchange, clearing system through which the
Common Shares are for the time being cleared or applicable law (provided, that, such verification shall not be a condition
to the issuance of Conversion Common Shares in accordance with this Article 15 and (B) if the shares are cleared through
a clearing system, the Company shall be permitted such reasonable amount of time to deliver the Conversion Common
Shares to the account of the relevant Preferred Holders (provided, that, the effective date of such conversion (and for the
avoidance of doubt, related issue as the case may be) shall be the date of the Company’s receipt of the correctly completed
and duly signed Conversion Notice).

15.11 As of the date of the first issuance of the Series A-2 Preferred Shares, Conversion Price for each Series A-1

Preferred Share shall equal $7.50 (seven point fifty United States Dollars) and the Conversion Price for each Series A-2
Preferred Share shall equal $7.50 (seven point fifty United States Dollars) as adjusted pursuant to the provisions hereof.
In order to prevent dilution of the conversion rights granted under this subdivision, the Conversion Price shall also be
subject to adjustment from time to time pursuant to this Article 15.

15.12 Subject to Article 15.17, if the Company at any time subdivides (by any stock split, stock dividend, recapitalization

or otherwise), reclassifies or consolidates (by reverse stock split or otherwise) its outstanding Common Shares, the Con-
version Price for each series of Series A Preferred Shares in effect immediately prior to such subdivision, recapitalization,
or consolidation shall be proportionately adjusted. The Company shall not effect any such subdivision, recapitalization or
consolidation with respect to one class of Common Shares without making a corresponding adjustment to the other class.

15.13 Subject to Article 7.1 to 7.5 and Article 15.17, if at any time or from time to time there shall be a capital reorga-

nization of the Common Shares (other than a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Article 15) or a merger or consolidation of the Company with or into another company, or the sale of all
or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization,
merger, consolidation or sale, provision shall be made so that a holder of the Series A Preferred Shares shall, after such
reorganization, merger, consolidation or sale, be entitled to receive, upon conversion of such holder’s Series A Preferred
Shares (and Related Conversion BCs), the number of shares of stock or other securities or property of the Company
(including cash), or of the successor Company resulting from such merger or consolidation or sale, to which a holder of
Common Shares (in a number equal to the number of Common Shares into which such holder’s Series A Preferred Shares
(and Related Conversion BCs) would be convertible at the applicable Conversion Price then in effect pursuant to the
provisions of Article 15) would have been entitled as a result of such capital reorganization, merger, consolidation or sale.
Subject to Article 15.17, in any such case, appropriate adjustment shall be made, by the Board in good faith, in the application
of the provisions of this Article 15 with respect to the rights of the holders of the Series A Preferred Shares after the
reorganization, merger, consolidation or sale to the effect that the provisions of this Article 15 (including adjustment of the
Conversion Price for each series of Series A Preferred Shares if appropriate and the class of shares or other interests issuable
upon conversion of Series A Preferred Shares) which shall be applicable after that event as nearly equivalent as may be
practicable to the provisions applicable prior to such event, provided that, for the avoidance of doubt, to the extent any such
event results in a Sale Event and the Preferred Holders have not elected to forego redemption under Articles 6 and 7 in
connection therewith, the provisions of Articles 6 and 7 shall apply and the Preferred Holders shall not be entitled to further
compensation in respect of such event under this Article 15.13.

15.14 If any event occurs of the type contemplated by the provisions of this Article 15 but not expressly provided for

by such provisions, then the Board shall make an appropriate adjustment in the Conversion Price of each series of Series
A Preferred Shares so as to protect the rights of the holders of Series A Preferred Shares.

15.15 If any doubt shall arise as to whether an adjustment is required to be made to the Conversion Price of a series of

Series A Preferred Shares or as to the appropriate adjustment to the Conversion Price of a series of Series A Preferred
Shares, a written opinion of an Independent Financial Adviser of the appropriate adjustment to the Conversion Price
pursuant to these Articles shall be conclusive and binding, save in the case of bad faith or manifest error.

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15.16 Immediately upon any adjustment of the Conversion Price for each series of Series A Preferred Shares, the

Company shall give written notice of any such adjustment to all holders of Series A Preferred Shares. The Company shall
give written notice to all Preferred Holders at least 10 (ten) days prior to the date on which the Company closes its books
or takes a record (i) with respect to any dividend or distribution upon any Common Shares; (ii) with respect to any pro rata
subscription offer to Common Holders; or (iii) for determining rights to vote with respect to any matter referred to in Article
23.1 and/or section 2.4(a) or section 2.4(d) of the relevant Shareholders Agreement (if any).

15.17 No adjustment to the Conversion Price of a series of Series A Preferred Shares or number of Common Shares into

which Series A Preferred Shares are convertible shall be made in connection with any Conversion Remedy.

15.18 If, in connection with the exercise of the Special Purchase Right, there are not sufficient Series A Preferred Shares

outstanding because of a conversion to Common Shares, then M&G Finanziaria shall be entitled to acquire from the
Preferred Holders (with respect to each Special Purchase Right) a number of Common Shares equal to that number of
Common Shares that the Series A Preferred Shares (and Related Conversion BCs) subject to such exercise of the Special
Purchase Right were converted into at a price equal to the product of the Deemed Issue Price and such number of Series
A Preference Shares. If M&G Finanziaria acquires Common Shares (i) prior to the Conversion Remedy Date, such Common
Shares shall be converted into Common Shares Class I or (ii) following the Conversion Remedy Date, such Common Shares
shall be converted into Common Shares Class II in accordance with Article 7.8 as though the date such Common Shares
are acquired were the Conversion Remedy Date. The Investor shall not transfer Series A Preferred Shares (or Conversion
Common Shares) without the written consent of M&G Finanziaria if, after giving effect to such transfer, the Secondary
Threshold is met and the Investor will not retain a number of Series A Preferred Shares (or Conversion Common Shares)
equal to at least the number of Upside Shares unless the Investor agrees to pay M&G Finanziaria, in lieu of M&G
Finanziaria’s Special Purchase Right in respect thereof, an amount in cash equal to the value of the Upside Shares (at a
price per Upside Share equal to the price per share paid by the acquiror of such Upside Shares in a bona fide sale transaction);
provided, that, the amount of cash payable to M&G Finanziaria shall be reduced, to the extent necessary, so that after giving
effect such payment to M&G Finanziaria the Secondary Threshold will continue to be met (and for such purpose treating
the amount payable to M&G Finanziaria as a reduction in amounts otherwise received by the Investor in respect of the
Convertible Preferred Equity Securities and Other Convertible Preferred Equity Securities).

15.19 In the event that M&G Finanziaria acquires Series A Preferred Shares (and Related BCs) from a Preferred Holder,

including through a Special Purchase Right or Preferred Redemption (including a Specified Breach Purchase), (i) M&G
Finanziaria shall be automatically deemed to have delivered a Conversion Notice to the Company, (ii) the Series A Preferred
Shares (and Related Conversion BCs) acquired by M&G Finanziaria shall be deemed “Converted Preferred Shares” pur-
suant to Article 15.2 and shall be converted into Common Shares at the applicable Conversion Price then in effect; provided,
that, such Common Shares shall be (x) Common Shares Class I in the event that such acquisition occurs prior to the
Conversion Remedy Date or (y) Common Shares Class II, in accordance with Article 7.8 as though the date such Common
Shares are acquired were the Conversion Remedy Date and were converted to Common Shares Class II on such Conversion
Remedy Date (but at the applicable Conversion Price in effect at the time of the acquisition of such Series A Preferred
Shares pursuant to the Special Purchase Right), in the event such acquisition occurs following the Conversion Remedy
Date, (iii) all other Related BCs shall be redeemed at a price per Beneficiary Certificate A equal to the accounting par value
thereof and (iv) M&G Finanziaria and the Company shall take all action required pursuant to Article 15 in connection
therewith. For the avoidance of doubt, at no time shall M&G Finanziaria be entitled to hold Series A Preferred Shares in
connection with its exercise of a Special Purchase Right (other than for a period of up to 2 (two) Business Days following
the closing of the Special Purchase Right in order to comply with the procedures described in Article 15 to convert the
Series A Preferred Shares into Common Shares at the Conversion Price).

15.20 In the event of an Antitrust Event, the Investor shall promptly after obtaining knowledge thereof give written

notice (Antitrust Event Notice) to the Company of the occurrence of the Antitrust Event and the following shall apply:

(a) In the event that the Company intends to declare and pay dividends on the Series A-2 Preferred Shares in kind through

the issuance of PIK Shares while an Antitrust Event has occurred and is continuing,

(i) a number of PIK Shares equal to the portion of PIK Shares attributable to the investment of the Relevant Co-Investor

(the Relevant Co-Investor PIK Shares) shall accumulate and shall not be declared and paid until the time that any restriction
under applicable antitrust or competition law on the Investor’s ability to acquire Additional Securities relating to the
Relevant Co-Investor is eliminated, including by way of disposal of the Relevant Co-Investor’s interest in such competitor
to the extent required to eliminate any restriction under applicable antitrust or competition law on the Investor’s ability to
acquire Additional Securities (the Divestment Amount); and holders of Series A-2 Preferred Shares hereby waive any rights
they may have in respect of such nonpro rata declaration and payment of dividend and any non-pro rata treatment of the
Series A-2 Preferred Shares arising thereafter as a result thereof; and

(ii) all PIK Shares other than the Relevant Co-Investor PIK Shares shall be issued to a newly established side by side

vehicle (the Magnate Side Car), in which only Co-Investors other than the Relevant Co-Investor will be permitted to
participate in accordance with the terms of the Shareholders Agreement (if any) until the Relevant Co-Investor has disposed
of the Divestment Amount or the issue has otherwise been resolved to the satisfaction of the Investor’s counsel; and holders
of Series A-2 Preferred Shares hereby waive any rights they may have in respect of such non-pro rata declaration and
payment of dividend and any non-pro rata treatment of the Series A-2 Preferred Shares arising thereafter as a result thereof
(sub-clauses (i) and (ii), the Antitrust Event Dividend Remedy);

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(b) The Investor at its option may exercise all pre-emptive rights under Article 3.11 through a Magnate Side Car, until

the Relevant Co-Investor has disposed of the Divestment Amount or such issue has otherwise been resolved to the satis-
faction of the Investor’s counsel;

Antitrust Event to the satisfaction of the Investor’s counsel within 120 days of the date of the Antitrust Event Notice (unless
during such 120 day period and prior to the consummation of the redemption described below, such issue has otherwise
been resolved such that the Antitrust Event is no longer subsisting), each of the Company and M&G Finanziaria shall have
the right to redeem or repurchase the Series A-2 Preferred Shares attributable to the investment of the Relevant Co-Investor
in the Investor at a price equal to the aggregate of the purchase price per Series A-2 Preferred Share originally issued and
attributable to such Relevant Co-Investor at the date of the first issuance of Series A-2 Preferred Shares (and for the
avoidance of doubt, excluding any PIK Shares attributable to such originally issued Series A-2 Preferred Shares) plus an
amount in cash which would result in an annual yield of 6.00% from the date of the first issuance of Series A-2 Preferred
Shares to the date of such redemption in respect of such aggregate purchase price, less any cash dividends actually paid
from the date of the first issuance of Series A-2 Preferred Shares to the date of such redemption (including, for this purpose,
cash diviends paid on the Series A-2 Preferred Shares originally issued and any PIK Shares attributable to such originally
issued Series A-2 Preferred Shares (the Antitrust Event Call Option); and

(d) If the Relevant Co-Investor does not complete the disposal of the Divestment Amount or otherwise resolve the

Antitrust Event to the satisfaction of the Investor’s counsel by the later of (such later date, the Antitrust Put Option Date)
(i) 180 days of the Antritrust Event Notice and (ii) the date that is earlier of (x) 30 September 2016 and (y) the date that is
6 (six) months after the startup of the Corpus Christi Plant, (unless during such period and prior to the consummation of
the redemption described below such issue has otherwise been resolved to the satisfaction of the Investor’s counsel, , the
Investor at its option may,until the date that is 60 (sixty) days from the Antitrust Put Option Date and in accordance with
the terms of the Shareholders Agreement (if any), require that the Company or M&G Finanziaria (at the Company’s option)
redeem the Series A-2 Preferred Shares attributable to the investment of the Relevant Co-Investor in the Investor at a price
equal to the aggregate of the purchase price per Series A-2 Preferred Share originally issued and attributable to such Relevant
Co-Investor at date of the first issuance of Series A-2 Preferred Shares (and, for the avoidance of doubt, excluding any PIK
Shares attributable to such originally issued Series A-2 Preferred Shares) plus an amount in cash which would result in an
annual yield of 6.00% from the date of the first issuance of Series A-2 Preferred Shares to the date of such redemption in
respect of such aggregate purchase price, less any cash dividends actually paid from the date of the first issuance of Series
A-2 Preferred Shares to the date of such redemption (including, for this purpose, cash dividends paid on the Series A-2
Preferred Shares originally issued and any PIK Shares attributable to such originally issued Series A-2 Preferred Shares)
(the Antitrust Event Put Option).

16. Forced conversion.
16.1 If, following the closing of a Qualified Public Offering, the Fair Market Value of the Common Shares is at or above

a price per share not less than 1.5 times the highest Conversion Price applicable to either series of Series A Preferred Shares
and has been at such price ((on a volume weighted average basis) over a period of 30 (thirty) consecutive dealing days)
(the Forced Conversion Threshold), the Company may, at its option, convert all, but not less than all, of the outstanding
Series A Preferred Shares into Common Shares Class I at the applicable Conversion Price then in effect in accordance with
the procedure set out in Article 16.2 (a Forced Conversion); provided, however, that if the Preferred Majority delivers a
Drag Notice, and prior to the date of delivery of such Drag Notice the Company has completed a Qualified Public Offering,
the Forced Conversion Threshold shall be 1.2 times the highest Conversion Price applicable to either series of Series A
Preferred Shares.

16.2 In order to effectuate a Forced Conversion, the Company and Preferred Holders shall take the appropriate procedures

described in Article 15; provided, that, (i) the Forced Conversion may only be made with respect to all Series A Preferred
Shares (and Related Conversion BCs) and (ii) the Preferred Holders shall not be required to deliver a Conversion Notice
(and the Drag Redemption Notice (which shall contain the information which would otherwise have been contained in
Conversion Notice and is necessary to permit delivery of the relevant Conversion Common Shares upon consummation of
the Forced Conversion) shall constitute the Conversion Notice and shall be deemed to specify conversion of all Series A
Preferred Shares and Related Conversion BCs).

17. Other convertible preferred equity securities.
17.1 Upon any conversion or redemption of Series A Preferred Shares, the Related Conversion BCs shall convert and

the Company may, at its option, deliver notice to the Preferred Holders (if any) and the other Related BCs shall be redeemed
in accordance with Articles 4.11 or 4.12 (as applicable). At such time as there are no longer any Series A Preferred Shares
outstanding, the Company may, at its option, elect (by written notice to the Preferred Holders (if any)) to have any remaining
Beneficiary Certificates redeemed at a price per Beneficiary Certificate equal to the accounting par value thereof, and all
Other Convertible Preferred Equity Securities shall automatically be redeemed (or subject to repurchase) in accordance
with the terms of the relevant Newco Stockholders Agreement and the relevant Resinas Shareholders Agreement, as ap-
plicable.

17.2 Upon the occurrence of a Drop Away Event (other than an Additional Drop Away Event as to which Article 10

shall apply or such other time as there are no longer any Series A Preferred Shares outstanding (due to conversion or

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U X E M B O U R G

redemption at the Redemption Price or Liquidation Preference, as applicable), the Company may, at its option, elect (by
written notice to the Preferred Holders (if any)) to have all Other Convertible Preferred Equity Securities automatically be
redeemed (or subject to repurchase) in accordance with the terms of the relevant Newco Stockholders Agreement and the
relevant Resinas Shareholders Agreement, as applicable.

17.3 Any Convertible Preferred Equity Securities or Other Convertible Preferred Equity Securities which are redeemed,

converted or otherwise acquired by the Company or its Affiliates shall be cancelled and retired as soon as practicable and
shall not be reissued, sold or transferred; provided, that, upon an acquisition of Series A Preferred Shares (and Related
Conversion BCs) by M&G Finanziaria, the Series A Preferred Shares (and Related Conversion BCs) shall be converted
into (i) prior to the Conversion Remedy Date, Common Shares Class I or (ii) following the Conversion Remedy Date,
Common Shares Class II, in accordance with Article 15.19 (with an adjustment of the Newco BCs B in accordance with
Article 17.4).

17.4 Other than in connection with or following a Newco Redemption Event, it is the intention that the Aggregate BC

B Redemption Price and Aggregate Series A Redemption Price equalize after any conversion or redemption (or purchase
by an Affiliate of the Company) of Series A Preferred Shares or Newco BCs B and to give effect to such principle (but
without duplication of any other reductions or offsets) (i) upon any conversion or redemption of Series A Preferred Shares,
a number of Newco BCs B shall be redeemed at a price per Beneficiary Certificate equal to the accounting par value thereof
to the extent necessary so that after giving effect thereto, and any cancellation of Newco BCs B to occur under Section
2.11(c) of the relevant Newco Stockholders Agreement, the Aggregate BC B Redemption Price is equal to the Aggregate
Series A Redemption Price and (ii) upon any redemption of Newco BCs B, a number of Series A Preferred Shares shall
be redeemed at a price per Series A Preferred Share equal to the accounting par value thereof to the extent necessary so
that after giving effect thereto, the Aggregate BC B Redemption Price is equal to the Aggregate Series A Redemption Price
(provided, that, notwithstanding anything to the contrary contained herein, (A) the foregoing shall not apply with respect
to any redemption (or repurchase or purchase by an Affiliate of the Company) of Other Convertible Preferred Equity
Securities in connection with, during or following, a Drop Away Event (other than a Drop Away Redemption) and (B)
under no circumstances shall any adjustment under this Article 17 or Article 8 of the relevant Newco Stockholders Agree-
ment (if any) reduce the Aggregate Series A Redemption Price or the Aggregate BC B Redemption Price to an amount less
than the Current Preferred Balance on the date of determination.

17.5 In respect of a redemption of Series A Preferred Shares under Article 17.4 (ii), the Company shall, give written

notice of the redemption of the Series A Preferred Shares to each Preferred Holder of record (as of the close of business
on the Business Day next preceding the day on which notice is given) at the address indicated in the Register, which notice
shall (i) specify the redemption date (which shall be no later than 5 (five) days after the date on which the notice is given
and the place at which payment may be obtained, (ii) provide a calculation of the aggregate cash consideration to be paid
to such Preferred Holder calculated in accordance with Article 17.4 and (iii) call upon such Preferred Holder to surrender
to the Company, in the manner and at the place designated, his, her or its certificate or certificates (if any) representing
such Series A Preferred Shares.

17.6 Without duplication for any other offsets or reductions under these Articles or any other Transaction Agreement

or Charter Document, the amount payable with respect to any redemption or purchase by an Affiliate of the Company of
Series A Preferred Shares shall be reduced by any amounts actually received by the holder in respect of any related Non-
Economic Shares redeemed contemporaneously with such Series A Preferred Shares.

17.7 If the Preferred Holders receive additional redemption (or repurchase) payments in respect of Non-Economic Shares

after the full Aggregate Series A Liquidation Preference has been paid on all Series A Preferred Shares, each Preferred
Holder shall remit its ratable portion of such over-payment to the Company, and for the avoidance of doubt, no amount
shall be attributed to any Active Beneficiary Certificates.

17.8 In connection with (i) the issuance of any Common Shares by the Company in accordance with these Articles

(including Articles 23.1(vii), 3.11 and/or sections 2.4(d)(vii) and section 5 of the relevant Shareholders Agreement (if any))
or (ii) the direct or indirect pledge or other grant of an Encumbrance in respect of any Common Shares by M&G Finanziaria
pursuant to, and in accordance with, the relevant Shareholders Agreement, if any, M&G Finanziaria or the Company, as
applicable, may designate such issued or pledged or otherwise encumbered Common Shares (but only such issued or
pledged or otherwise encumbered Common Shares) as Excluded Shares by delivery of prior written notice to the Preferred
Holders and the Company or M&G Finanziaria (as the case may be) not less than ten (10) days prior to such designation,
which notice shall include a certification as to the aggregate number of Excluded Shares (after giving effect to such proposed
designation) and that such aggregate number of Excluded Shares (after giving effect to such proposed designation) is not
greater than the Excluded Shares Cap.

18. Certificates and register(s).
18.1 The Shares of the Company shall be in registered form and will remain in registered form only.
18.2 The Register shall be kept at the registered office of the Company in Luxembourg. Such Register shall in particular

record the name of each Shareholder, his residence and elected domicile, the number and class (and series as relevant) of
Shares he holds, the transfers of Shares and the date of those transfers. In addition to the Register, the Company shall keep
at its registered office a register for the registration of Convertible Preferred Equity Securities (one per type of securities),
and which shall also include the Beneficiary Certificates A.

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U X E M B O U R G

18.3 If any Shares shall stand in the names of two or more persons, the Company shall be entitled to suspend the exercise

of the rights attaching thereto until one joint holder is designated by those joint holders as the sole representative towards
the Company in all matters, subject to the provisions of these Articles and in accordance with article 38 of the Luxembourg
Companies Law. The person appointed as the sole representative towards the Company in all matters by all the joint holders
of those Shares shall be named first in the Register. Only the joint holder of a Share named in the Register as representative
appointed by all the joint holders of such Share, shall be entitled to exercise the rights attached to such Share, including
without limitation, (i) to be served notices by the Company, including convening notices relating to General Meetings (ii)
to attend General Meetings and to exercise the voting rights attached to the Share jointly held at any such meetings and
(iii) to receive dividend payments in respect of the Share jointly held.

18.4 Upon request of a holder of Convertible Preferred Equity Securities, the Company must issue a certificate(s)

evidencing registration of such Convertible Preferred Equity Securities in the holder’s name (including the total number
of and class held by such holder) in the relevant register(s) of the Company.

18.5 Upon receipt of evidence reasonably satisfactory to the Company (an affidavit without bond of the registered holder

shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Convertible
Preferred Equity Securities and, in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Company or, in the case of any mutilation, upon surrender of such certificate the Company shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of like kind evidencing registration of such Con-
vertible Preferred Equity Securities in the holder’s name (including the total number of and class held by such holder) in
the relevant register(s) of the Company.

18.6 The terms of this Article 18 shall be applicable mutatis mutandis to the Beneficiary Certificates to the extent not

already covered herein.

19. Transfers - general.
19.1 A Transfer of Shares or other securities of the Company shall be recorded in the relevant register by a written

declaration of Transfer, such declaration of transfer to be dated and signed by both the transferor and the transferee, or by
persons holding the necessary representative powers to act in this respect, or by the Company. The Company may also
accept as evidence of Transfer other instruments of transfer evidencing the consent of the transferor and the transferee
satisfactory to the Company.

19.2 Any Person who shall acquire (either voluntarily or involuntarily, by operation of law or otherwise) any Capital

Stock shall be bound by and subject to the terms of these Articles or the relevant Shareholders Agreement (if any) and,
prior to registration of the transfer or issuance of any such securities on the Register(s) or other relevant register(s) of the
Company, any purchaser or other transferee or person obtaining Capital Stock shall execute and deliver any adoption
agreement on the terms and conditions set out in the relevant Shareholders Agreement thereby agreeing to be bound by
and subject to the terms of the relevant Shareholders Agreement.

19.3 If the Company issues additional Series A Preferred Shares after the date of the first issuance of the Original Series

A Preferred Shares, as a condition to the issuance of such shares, the Company shall require that the purchaser of such
shares become a party to the relevant Shareholders Agreement (if any) by executing and delivering an adoption agreement
on the terms and conditions set out in any Shareholders Agreement thereby agreeing to be bound by and subject to the
terms of any Shareholders Agreement as a Preferred Holder hereunder and each such person shall thereafter be deemed a
Preferred Holder for all purposes hereunder.

19.4 If, after the date of the first issuance of the Original Series A Preferred Shares, the Company issues additional

Capital Stock (other than Series A Preferred Shares), or enters into an agreement to issue Capital Stock (other than Series
A Preferred Shares), with any (x) employee of the Company (or any employee of any subsidiary of the Company) who
owns 1% (one per cent) or more of the Company’s then outstanding capital stock (after taking into account such issuance
or agreement and treating for this purpose all Common Shares issuable upon exercise of or conversion of outstanding
options, warrants or convertible securities, as if exercised and/or converted or exchanged) or (y) any other Person, the
Company shall cause such Person, as a condition precedent to the issuance of such stock or the entering into such agreement,
to become a party to the relevant Shareholders Agreement (if any) by executing and delivering any adoption agreement on
the terms and conditions set out in any Shareholders Agreement thereby agreeing to be bound by and subject to the terms
of the relevant Shareholders Agreement (if any) as a Common Holder hereunder, and each such person shall thereafter be
deemed a Common Holder for all purposes hereunder.

19.5 As from completion of an Initial Public Offering, the provisions of Articles 19.2 to 19.4 shall not be applicable

with respect to Persons whose sole ownership of Capital Stock is pursuant to purchases of Common Shares on the Relevant
Stock Exchange.

19.6 Transfers of Capital Stock may only be made in strict compliance with all applicable terms of these Articles and

the relevant Shareholders Agreement (if any), including without limitation provisions in respect of tag along rights, drag
along rights and right of first offer prohibiting or restricting Transfers of Capital Stock on the terms and conditions set out
in the Shareholders Agreement (if any), and any purported Transfer of Equity Securities that does not so comply with all
applicable provisions of these Articles and/or the relevant Shareholders Agreement shall be null and void and of no force
or effect to the extent permitted by applicable law, and the Company shall not recognize or be bound by any such purported

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U X E M B O U R G

Transfer and shall not effect any such purported Transfer on the transfer books of the Company to the extent permitted by
applicable law.

19.7 Except as otherwise required or contemplated by any Transaction Agreement or Charter Document and subject to

the last sentence of this Article 19.7, a Preferred Holder shall not have the right to Transfer (i) any of its Series A Preferred
Shares without Transferring simultaneously the same proportion of its Beneficiary Certificates A and Other Convertible
Preferred Equity Securities to the same transferee, (ii) any of its Beneficiary Certificates A without Transferring simulta-
neously the same proportion of its Series A Preferred Shares and Other Convertible Preferred Equity Securities to the same
transferee and (iii) any of its Other Convertible Preferred Equity Securities without Transferring simultaneously the same
proportion of its Series A Preferred Shares and Beneficiary Certificates A to the same transferee. A Common Holder shall
not have the right to Transfer (A) any of its Common Shares without Transferring simultaneously the same proportion of
its Beneficiary Certificates B (if any) to the same transferee and (B) any of its Beneficiary Certificates B (if any) without
Transferring simultaneously the same proportion of its Common Shares to the same transferee. Notwithstanding the fore-
going in this Article 19.7, (w) in the case of any Transfers (in any form or manner, including redemption) of Convertible
Preferred Equity Securities to the Company or any of its Affiliates (1) such Convertible Preferred Equity Securities shall
be cancelled and retired as soon as practicable in accordance with Article 17.1, (2) such Transfer shall not include any
Other Convertible Preferred Equity Securities and (3) a proportionate number of Newco BCs B shall be cancelled and
retired in accordance with Article 17.4 and the relevant Newco Shareholders Agreement (provided, that, if after giving
effect to such Transfer, the Preferred Holders no longer hold Series A Preferred Shares, all Other Convertible Preferred
Equity Securities shall be cancelled and retired in accordance with Article 17.3 and the relevant Newco Stockholders
Agreement and Resinas Shareholders Agreement, if any), (x) in the case of any tag sale in which the Preferred Holders are
Participating Investors or any Drag Along Sale, (1) such Transfer shall not include any Other Convertible Preferred Equity
Securities, (2) the Convertible Preferred Equity Securities Transferred shall, upon Transfer, be converted to Common Shares
(and the proportionate number of Newco BCs B shall be cancelled and retired in accordance with Article 17.1 and the
Newco Shareholders Agreement) and (3) if the Conversion Remedy Date has occurred, any Common Shares issuable under
the preceding clause (2) shall be Common Shares Class II as though the date they are issued were the Conversion Remedy
Date and were converted to Common Shares Class II on such Conversion Remedy Date (but at the Conversion Price in
effect at the time of the acquisition of such Series A Preferred Shares pursuant to the Special Purchase Right), (y) in the
case of any Transfers (in any form or manner, including redemption) of Other Convertible Preferred Equity Securities in
connection with a Drop Away Event, such Transfer shall not include any Convertible Preferred Equity Securities and the
Other Convertible Preferred Equity Securities Transferred shall be cancelled and retired in accordance with Article 17.4
and the Newco Stockholders Agreement and Resinas Shareholders Agreement and (z) if any amendment or consent required
for the Transfer of Resinas Class B Shares is not completed at the time of such Transfer, Convertible Preferred Equity
Securities and Other Convertible Preferred Equity Securities may be Transferred without Transfer of the proportionate
number of Resinas Class B Shares; provided, that, the Transferee is granted a participation in such Resinas Class B Shares
and such Resinas Class B Shares are Transferred as soon as amendments or consents to effect such Transfer are complete.

19.8 Permitted Transfers:
(a) Any holder of Capital Stock may Transfer such Capital Stock to a Permitted Transferee of such holder; provided,

however, that (i) such Permitted Transferee shall not be entitled to make any further Transfers in reliance upon this Article
19.8(a), except for a Transfer of such acquired Capital Stock back to such original holder or to another Permitted Transferee
of such original holder or a Person to whom such transfer is permitted under Article 19.9, (ii) such Permitted Transferee
must assume all of the obligations of the original holder of the Capital Stock under and agree to comply with the provisions
of these Articles and the relevant Shareholder Agreement (if any) and (iii) if a Permitted Transferee of Capital Stock at any
time ceases to be a Permitted Transferee of such original holder, then such transferee shall make a Transfer of such acquired
Capital Stock back to such original holder or to another Permitted Transferee of such original holder and if the transferee
fails to make such a Transfer within 45 (forty-five) days of the transferee ceasing to be a Permitted Transferee of such
original holder, then the Company may, at its option, cause such transferee to forfeit such Capital Stock to the Company,
to the extent permitted by applicable law.

(b) A Shareholder may not make a Transfer of Capital Stock to a Permitted Transferee if such Transfer has as a purpose

the avoidance of or is otherwise undertaken in contemplation of avoiding the restrictions on Transfers in these Articles or
the relevant Shareholder Agreement (it being understood that the purpose of this Article is to prohibit the Transfer of Capital
Stock to a Permitted Transferee followed by a change in the relationship between the transferor and the Permitted Transferee
(or a change of Control of such transferor or Permitted Transferee) after the Transfer with the result and effect that the
transferor has indirectly made a Transfer of Capital Stock by using a Permitted Transferee, which Transfer would not have
been directly permitted under this Article had such change in such relationship occurred prior to such Transfer).

19.9 Specific restrictions on transfers:
(a) Until July 31, 2017, without the prior written consent or affirmative vote of the holders of a majority of the outstanding

shares of Common Stock, a Transfer of Capital Stock by the Preferred Holders may only be made if (1) such Transfer
complies with the provisions of Article 19.5, 19.6 and 19.7 and (2) such Transfer is:

(i) to a Permitted Transferee in accordance with Article 19.8;
(ii) made in connection with an Initial Public Offering or a Qualified Public Offering;

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U X E M B O U R G

(iii) made in pursuant to the exercise of the drag-along rights or tag-along rights under the relevant provisions of the

relevant Shareholders Agreement (if any) and/or Articles 21 and 20;

(iv) made to the Company or one or more of its Affiliates or otherwise specifically permitted by the relevant Shareholders

Agreement; or

(v) made at any time following an Initial Public Offering or a Qualified Public Offering;

provided, that, in connection with a Transfer (x) to a Restricted Person during the Restricted Period, such Transfer may

only be made with the written consent of the Board and Preferred Majority (not to be unreasonably withheld, conditioned
or delayed) and/or (y) not described in clauses (i)-(iv) above, such Transfer shall be subject to the terms of the right of first
offer provisions that may be included in the relevant Shareholders Agreement; and

(b) Until July 31, 2017, without the prior written consent or affirmative vote of the Preferred Majority, a Transfer of

Capital Stock by M&G Finanziaria and its Permitted Transferees may only be made if (i) such Transfer complies with the
provisions of Articles 19.5, 19.6 and 19.7 and (ii) such Transfer is:

(i) to a Permitted Transferee in accordance with Article 19.8;

(ii) made in connection with, or at any time following, an Initial Public Offering or a Qualified Public Offering;

(iii) made pursuant to the exercise of the drag-along rights under the relevant provisions of the relevant Shareholders

Agreement (if any) and/or Article 21.1 or as permitted by section 3.2 of the relevant Shareholders Agreement (if any) and/
or Article 19.10;

(iv) made in respect of Common Shares representing up to 20% (twenty per cent) of the Common Shares, so long as

such transfer would not (and does not) result in a breach or default under any credit agreements or other documents relating
to Indebtedness of the Company or any of its Subsidiaries; or

(v) otherwise specifically permitted by the relevant Shareholders Agreement.

(c) After the lock up periods specified in Article 19.9 (a) and (b), as applicable, any holder of Capital Stock may Transfer

such Capital Stock so long as the Transferor complies with Article 19.2, 19.6 and 19.7, and the relevant provisions relating
to the tag-along rights in the relevant Shareholders Agreement and/or Article 20 (if applicable), without prejudice to the
terms relating to the right of first offer of M&G Finanziaria set out in the relevant Shareholders Agreement (if any) and
Article 22 and the written consent of the Board and Preferred Majority in respect of Transfers to Restricted Persons during
the Restricted Period as set out in Article 19.9(a).

19.10 M&G Finanziaria (and its Permitted Transferees) shall (a) promptly (but in any event, within 5 (five) Business

Days) notify the Investor of any direct or indirect Encumbrance on any Capital Stock held by M&G Finanziaria or its
Permitted Transferees with reasonable detail regarding the obligations secured (and the amount thereof) and the secured
party, but only if such Encumbrance relates to an amount of Capital Stock that, if foreclosed upon (together with any other
Capital Stock subject to an Encumbrance), would result in a Change of Control, (b) require that any Person who obtains
an Encumbrance over Capital Stock held by M&G Finanziaria or its Permitted Transferees to acknowledge and agree, for
the benefit of the parties to the relevant Shareholders Agreement (if any), (i) to be bound by Section 2.3, Section 7 and the
provisions of Section 10 (as they relate to all Common Holders party to the relevant Shareholders Agreement (if any)) of
the relevant provisions of these Articles, (ii) to provide notice details for such secured party and (iii) to require any Transferee
to be bound by such acknowledgement and (c) deliver a copy of the undertaking described in clause (b) above to each
Preferred Holder. For the avoidance of doubt, if, after the incurrence of any direct or indirect Encumbrance subject to this
Article 19.10, any event occurs which would make such Encumbrance subject to this Article 19.10, such Encumbrance
shall be deemed incurred on the date of such event and this Article 19.10 shall then apply.

(N.B. Pour des raisons techniques, la suite est publiée au Mémorial C-N° 117 du 15 janvier 2016.)

Signé: Thiebaud, Hellinckx, Goyer, Kesseler.

Enregistré à Esch/Alzette Actes Civils, le 24 septembre 2015. Relation: EAC/2015/21936. Reçu soixante-quinze euros

75,00 €

Le Receveur (signé): Santioni A.

POUR EXPEDITION CONFORME.

Référence de publication: 2015180663/2007.

(150201101) Déposé au registre de commerce et des sociétés de Luxembourg, le 6 novembre 2015.

Editeur:

Service Central de Législation, 43, boulevard F.-D. Roosevelt, L-2450 Luxembourg

Imprimeur: Association momentanée Imprimerie Centrale / Victor Buck

5568

Document Outline

Alba Lux S.A.

Argentarius Securisation Fund Management S.a.r.l.

Art Collection Fund I SCA SIF

Belter S.A.

Braincapital S.à r.l.

Café Jacoby S.à r.l.

Cap Floor Lux S.A.

Centurian SA

Chapeau Moderne Entreprise de Toiture S.à r.l.

De Raekt S. à r.l. / B.V.

D.S. Corporation S.A.

Foncière Grand-Ducale S.A.

Franmar Holding S.A.

Ghyzee

Gibrela S.A.

Great German Offices

Investyor Corporate Services S.A.

L'Instant Détente S. à r.l.

Meame

M&G Chemicals

Monheim Investments S.à r.l.

Netlance S.A.

New Bridge Shipping and Trading S.A.

Nipi Europe S.A.

Noura S.A.

Parmalat Soparfi S.A.

Perecom S.A.

Pilzenwelt S.A.

Portfolio West

Portofino Properties

PPL Great Real Estate S.à.r.l.

PRO-LOCATION S.à r.l.

Promotions Schmit & Schmit

P\S\L Group Luxembourg Holding S.à r.l.

Pumastar S.A.

Quandis S.A.

Rec-Man

Remagg S.à r.l.

Rm2 International S.A.

Russian Mortgage Backed Securities 2008-1 S.A.

Sandlark Investments Holdings S.à.r.l.

"Sardio Investments" S.à r.l.

Séminaire Investissement S.A.

Silver Wings S.A.

SL Lux S.A.

Société Becla S.A.

Steffen Traiteur S.à r.l.

Subak S.A. SPF

Take One Productions S.à r.l.

Taurus Euro Logistics Holding Sàrl

Taxis Colux S.à r.l.

TCL S.à.r.l.

TDWsport S.à r.l.

TEN-X S.A.

TouchWind Hanseatic 2 S.à r.l.

Tournesol Investissements S.A.

Treveria G S.à r.l.

Trust Investment Consulting S.à r.l.

Wellbeing at Work S.à r.l.

Westbourne Terrace Investments SA

WPP Luxembourg Beta Three S.à r.l.

WPP Luxembourg Gamma Sàrl

WPP Luxembourg Holdings S.àr.l.

WPP Luxembourg IH 2001 Holdings, S.à r.l.

Zega SA

ZithaKlinik S.A.