##### 



Exhibit 1.2
 
 WRITTEN RESOLUTION OF THE SOLE SHAREHOLDER OF THE COMPANY DATED 7 MAY 2007 MADE IN
ACCORDANCE WITH THE ARTICLES OF ASSOCIATION OF THE
COMPANY
  /s/
Daniel Lima de Oliveira
    
    
    
    /s/ Marcos Antonio Silva MenezesDaniel Lima de Oliveira
    
    
    
    Marcos Antonio Silva MenezesChairman
    
    
    
    Director
 /s/ Nilo Carvalho Vieira Filho
    
    
    
    /s/ Ana Claudia Medeiros BorgesNilo Carvalho Vieira Filho
    
    
    
    Ana Claudia Medeiros BorgesDirector
    
    
    
    Secretary
  
 Petróleo Brasileiro S.A.  PETROBRAS
 Daniel Lima de Oliveira and Marcos
 Antonio Zacarias
   
 th




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##### 



THE COMPANIES LAW (AS AMENDED)
 COMPANY LIMlTED BY SHARES
 AMENDED & RESTATED
 MEMORANDUM & ARTICLES
 OF
 ASSOCIATION
 OF
 PETROBRAS INTERNATIONAL FINANCE COMPANY




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##### 



THE COMPANIES LAW (AS AMENDED)
 COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED
 MEMORANDUM OF ASSOCIATION
 OF
 PETROBRAS INTERNATIONAL FINANCE COMPANY
  1
    
    The name of the Company is PETROBRAS INTERNATIONAL FINANCE COMPANY2.
    
    The Registered Office of the Company will be situated at the offices of Close Brothers
(Cayman) Limited, PO Box 1034 GT, 4th Floor Harbour Place, 103 South Church
Street, George Town, Grand Cayman, Cayman Islands or at such other location as the Directors
may from time to time determine3
    
    The objects for which the Company is established are:
 (a)
    
    to conduct the businesses of marketing, sales, financing, purchase, storage and
transportation of petroleum, natural gas and all other hydrocarbons and by-products
thereof, including ethanol and other biofuels, and any business incidental thereto;(b)
    
    to conduct and carry on any of the objects set out at subparagraph (a) above
[in any and all parts of the world], through or by means of creating or subscribing for
or otherwise acquiring Securities in companies, associations, partnerships or trust
estates engaged in carrying on or conducting any one or more of the businesses set out
at subparagraph (a) above and to exercise all voting and other rights arising in
respect of such Securities (including without limitation to effect the liquidation or
dissolution of such entities) and to dispose of such Securities;(c)
    
    to acquire, hold and dispose of Securities for hedging, investment or
speculative purposes and to exercise all voting and other rights arising in respect of
such Securities; and(d)
    
    to borrow or raise money for any of the above referenced purposes of the
Company and, from time to time, to do or make, accept, endorse, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds, debentures and to secure
the payment of any thereof, and of the interest thereon, by the creation of security
interests over of the property of the Company, whether at the time owned or thereafter
acquired and to sell, pledge or otherwise dispose of such bonds or other obligations of
the Company for its corporate purposes
 The objects and purposes specified in the foregoing paragraphs shall be limited or
restricted only where expressly provided4
    
    The Company shall have and be capable of exercising all the functions of a natural
person of full capacity irrespective of any question of corporate benefit as provided
by Section 27(2) of the Companies Law (as amended)




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##### 



5
    
    Nothing in the preceding sections shall be deemed to permit the Company to carry on the
business of
a Bank or Trust Company without being licensed in that behalf under the provisions of the
Banks & Trust Companies Law (as amended), or to carry on Insurance Business from within the
Cayman Islands or the business of an insurance Manager, Agent, Sub-agent or Broker without
being licensed in that behalf under the provisions of the Insurance Law (as amended), or to
carry on the business of Company Management without being licensed in that behalf under the
provisions of the Companies Management Law (as amended)6
    
    The Company will not trade in the Cayman Islands with any person, firm or corporation except in
furtherance of the business of the Company carried on outside the Cayman Islands; provided
that nothing in this section shall be construed as to prevent the Company effecting and
concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its
powers necessary for the carrying on of its business outside the Cayman Islands7
    
    The liability of the members is limited to the amount, if any, unpaid on the shares
respectively held by them8
    
    The capital of the Company is US$300,050,000.00 divided into 300,050,000 shares of a nominal
or par value of US$1.00 each provided always that subject to the provisions of the Companies
Law (as amended) and the Articles of Association the Company shall have power to redeem or
purchase any of its shares and to sub-divide or consolidate the said shares or any of them and
to issue all or any part of its capital whether original, redeemed, increased or reduced with
or without any preference, priority or special privilege or subject to any postponement of
rights or to any conditions or restrictions whatsoever and so that unless the conditions of
Issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary,
Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore
provided9
    
    The Company may exercise the power contained in Section 226 of the Companies Law (as amended)
to deregister in the Cayman Islands and be registered by way of continuation in some other
jurisdiction10
    
    Capitalised terms used in this Memorandum and not otherwise defined shall have the meaning
given to them in the Articles
 
 2




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##### 



THE COMPANIES LAW (AS AMENDED)
 COMPANY LIMITED BY SHARES
 AMENDED AND RESTATED
 ARTICLES OF ASSOCIATION
 OF
 PETROBRAS INTERNATIONAL FINANCE COMPANY
  TABLE A
  INTERPRETATION
 1
    
    In these Articles;Companies Law means the Companies Law (as amended) of the Cayman Islands;Directors and Board of Directors means the Directors of the Company for the time being,
or as the case may be, the Directors assembled as a Board or as a committee thereof;Member means a person whose name is entered in the Register of Members and includes each
subscriber to the Memorandum of Association pending the issue to him of the subscriber
share or shares;Memorandum of Association means the Memorandum of Association of the Company, as amended
and re-stated from time to time;Ordinary Resolution means a resolution:
 (a)
    
    passed by a simple majority of such Members as, being entitled to do so, vote
in person or, where proxies are allowed, by proxy at a general meeting of the Company
and where a poll is taken regard shall be had in computing a majority to the number of
votes to which each Member is entitled; or(b)
    
    approved in writing by all of the Members entitled to vote at a general meeting
of the Company in one or more instruments each signed by one or more of the Members and
the effective date of the resolution so adopted shall be the date on which the
instrument, or the last of such instruments if more than one, is executed;
 paid up means paid up as to the par value and any premium payable in respect of the issue
of any shares and includes credited as paid up;Register of Members means the register to be kept by the Company in accordance
with Section 40 of the Companies Law;




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##### 



Sealmeans the Common Seal of the Company (if adopted) including any facsimile thereof;Securities means all forms of securities and other financial instruments whatsoever including,
without limitation, share capital; stock; shares of beneficial interest; partnership interests and
similar financial instruments; bonds; notes; debentures (whether subordinated, convertible or
otherwise); commodities; currencies; interest rate, currency, commodity, equity and other
derivative products, including, without limitation:
 (a)
    
    future contracts (and options thereon) relating to stock indices, currencies, securities of
any governments and other financial instruments and all other commodities;(b)
    
    swaps, options, warrants, caps, collars, floors and forward rate agreements;(c)
    
    spot and forward currency transactions; and(d)
    
    equipment lease certificates; equipment trust certificates;-loans; credit paper; accounts and
notes receivable and payable held by trade or other creditors; trade acceptances; contract and
other claims; contracts for differences; executory contracts; participations; mutual funds;
money market funds; exchange traded funds; structured securities; repurchase agreements;
obligations of any governments and instrumentalities of any of them; commercial paper;
certificates of deposit; bankers acceptances; choses in action; trust receipts; and other
permitted instruments or evidences of indebtedness of whatever kind or nature;
 in each case, of any person or government whether or not publicly traded or readily marketable or
such other form of security or financial instrument as the Directors may from time to time
determine;share means any share in the capital of the Company, including a fraction of any share;signed includes a signature or representation of a signature affixed by mechanical means;Special Resolution means a resolution passed in accordance with Section 60 of the Companies Law,
being a resolution:
 (a)
    
    passed by a majority of not less than two-thirds of such Members as, being entitled to do
so, vote in person or, where proxies are allowed, by proxy at a general meeting of the
Company of which notice specifying the intention to propose the resolution as a Special
Resolution has been duly given and where a poll is taken regard shall be had in computing a
majority to the number of votes to which each Member is entitled; or(e)
    
    approved in writing by all of the Members entitled to vote at a general meeting of the
Company in one or more instruments each signed by one or more of the Members and the effective
date of the Special Resolution so adopted shall be the date on which the instrument or the
last of such instruments if more than one, is executed
 2
    
    In these Articles, save where the context requires otherwise:
 (a)
    
    words importing the singular number shall include the plural number and vice versa;(b)
    
    words importing the masculine gender only shall include the feminine gender;(c)
    
    words importing persons only shall include companies or associations or bodies of persons,
whether corporate or not;(d)
    
    may shall be construed as permissive and shall shall be construed as imperative;
 2




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##### 



(e)
    
    references to a dollar or dollars or $ is a reference to dollars of the United
States; and(f)
    
    references to a statutory enactment shall include reference to any amendment or
re- enactment thereof for the time being in force
 3
    
    Subject to the last two preceding Articles, any words defined in the Companies Law shall, if
not inconsistent with the subject or context, bear the same meaning in these Articles
 PRELIMINARY
 4
    
    The business of the Company may be commenced as soon after incorporation as the Directors see
fit5
    
    The registered office of the Company shall be at such address in the Cayman Islands as the
Directors shall from time to time determine. The Company may in addition establish and maintain
such other offices and places of business and agencies in such places as the Directors may
from time to time determine
 SHARES
 6
    
    Subject as otherwise provided in these Articles, all shares for the time being and from time
to time unissued shall be under the control of the Directors, and may be re-designated,
allotted or disposed of in such manner, to such persons and on such terms as the Directors in
their absolute discretion may think fit7
    
    The Company may insofar as may be permitted by law, pay a commission to any person in
consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally
for any shares. Such commissions may be satisfied by the payment of cash or the lodgement of
fully or partly paid-up shares or partly in one way and partly in the other. The Company may
also on any issue of shares pay such brokerage as may be lawful
 VARIATION OF RIGHTS ATTACHING TO SHARES
 8
    
    If at any time the share capital is divided into different classes of shares, the rights
attaching to any class (unless otherwise provided by the terms of issue of the shares of that
class) may be varied or abrogated with the consent in writing of the holders of two-thirds of
the issued shares of that class, or with the sanction of a resolution passed by at least a
two-thirds majority of the holders of shares of the class present in person or by proxy at a
separate general meeting of the holders of the shares of the class. To every such separate
general meeting the provisions of these Articles relating to general meetings of the Company
shall mutatis mutandis apply, but so that the necessary quorum shall be at least one person
holding or representing by proxy at least one-third of the issued shares of the class and that
any holder of shares of the class present in person or by proxy may demand a poll9
    
    The rights conferred upon the holders of the shares of any class issued with preferred or
other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied or abrogated by the creation or issue of further shares ranking pari passu therewith or the redemption or purchase of shares of any class by
the Company
 CERTIFICATES
 10
    
    Every person whose name is entered as a member in the Register of Members shall, without
payment, be entitled to a certificate in the form determined by the Directors Such certificate
may be under the Seal All certificates shall specify the share or shares held by that person
and the amount paid up thereon, provided that in respect of a share or shares held Jointly by
several persons the Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a
share to one of several joint holders shall be sufficient delivery to all
 3




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##### 



11
    
    If a share certificate is defaced, lost or destroyed it may be renewed on such terms, if any,
as to evidence and indemnity as the Directors think fit
 FRACTIONAL SHARES
 12
    
    The Directors may issue fractions of a share of any class of shares, and, if so issued, a
fraction of a share (calculated to three decimal points) shall be subject to and carry the
corresponding fraction of liabilities (whether with respect to any unpaid amount thereon,
contribution, calls or otherwise), limitations, preferences, privileges, qualifications,
restrictions, rights (including, without limitation, voting and participation rights) and
other attributes of a whole share of the same class of shares
 LIEN
 13
    
    The Company shall have a first priority lien and charge on every partly paid share for all
moneys (whether presently payable or not) called or payable at a fixed time in respect of that
share, and the Company shall also have a first priority lien and charge on all partly paid shares standing registered in the name of a Member (whether held solely or jointly with
another person) for all moneys presently payable by him or his estate to the Company, but the
Directors may at any time declare any share to be wholly or in part exempt from the provisions
of this Article. The Companys lien, if any, on a share shall extend to all distributions
payable thereon14
    
    The Company may sell, in such manner as the Directors in their absolute discretion think fit,
any shares on which the Company has a lien, but no sale shall be made unless an amount in
respect of which the lien exists is presently payable nor until the expiration of 14 days
after a notice in writing, stating and demanding payment of such part of the amount in respect
of which the lien exists as is presently payable, has been given to the registered holder for
the time being of the share, or the persons entitled thereto by reason of his death or
bankruptcy15
    
    For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of
the purchase money, nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale16
    
    The proceeds of the sale after deduction of expenses, fees and commission incurred by the
Company shall be received by the Company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable, and the residue shall (subject to a
like lien for sums not presently payable as existed upon the shares prior to the sale) be paid
to the person entitled to the shares at the date of the sale
 CALLS ON SHARES
 17
    
    The Directors may from time to time make calls upon the Members in respect of any moneys
unpaid on their partly paid shares, and each Member shall (subject to receiving at least 14
days notice specifying the time or times of payment) pay to the Company at the time or times
so specified the amount called on such shares18
    
    The joint holders of a share shall be jointly and severally liable to pay calls in respect
thereof19
    
    If a sum called in respect of a share is not paid before or on the day appointed for payment
thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of
eight per centum per annum from the day appointed for the payment thereof to the time of the
actual payment, but the Directors shall be at liberty to waive payment of that interest wholly
or in part
 4




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##### 



20
    
    The provisions of these Articles as to the liability of joint holders and as to payment
of interest shall apply in the case of non-payment of any sum which, by the terms of issue
of a share, becomes payable at a fixed time, whether on account of the amount of the share,
or by way of premium, as if the same had become payable by virtue of a call duly made and
notified21
    
    The Directors may make arrangements on the issue of partly paid shares for a difference
between the Members, or the particular shares, in the amount of calls to be paid and in the
times of payment22
    
    The Directors may, if they think fit, receive from any Member willing to advance the same all
or any part of the moneys uncalled and unpaid upon any partly paid shares held by him, and
upon all or any of the moneys so advanced may (until the same would, but for such advance,
become presently payable) pay interest at such rate (not exceeding without the sanction of an
Ordinary Resolution, eight per cent per annum) as may be agreed upon between the Member paying
the sum in advance and the Directors
 FORFEITURE OF SHARES
 23
    
    If a Member fails to pay any call or instalment of a call in respect of partly paid shares on
the day appointed for payment, the Directors may, at any time thereafter during such time as
any part of such call or instalment remains unpaid, serve a notice on him requiring payment of
so much of the call or instalment as is unpaid, together with any interest which may have
accrued24
    
    The notice shall name a further day (not earlier than the expiration of 14 days from the
date of the notice) on or before which the payment required by the notice is to be made, and
shall state that in the event of non-payment at or before the time appointed the shares in
respect of which the call was made will be liable to be forfeited25
    
    If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may at any time thereafter, before the payment
required by notice has been made, be forfeited by a resolution of the Directors to that effect26
    
    A forfeited share may be sold or otherwise disposed of on such terms and in such manner as
the Directors think fit, and at any time before a sale or disposition the forfeiture may be
cancelled on such terms as the Directors think fit27
    
    A person whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys
which at the date of forfeiture were payable by him to the Company in respect of the shares
forfeited, but his liability shall cease if and when the Company receives payment in full of
the amount unpaid on the shares forfeited28
    
    A statutory declaration in writing that the declarant is a Director, and that a share has
been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the
facts in the declaration as against all persons claiming to be entitled to the share29
    
    The Company may receive the consideration, if any, given for a share on any sale or
disposition thereof pursuant to the provisions of these Articles as to forfeiture and may
execute a transfer of the share in favour of the person to whom the share is sold or disposed
of and that person shall be registered as the holder of the share, and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the shares be
affected by any irregularity or invalidity in the proceedings in reference to the disposition
or sale30
    
    The provisions of these Articles as to forfeiture shall apply in the case of non-payment of
any sum which by the terms of issue of a share becomes due and payable, whether on account of
the amount of the share, or by way of premium, as if the same had been payable by virtue of a
call duly made and notified
 5




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TRANSFER OF SHARES
 31
    
    The instrument of transfer of any share shall be in any usual or common form or such other
form as the Directors may, in their absolute discretion, approve and be executed by or on
behalf of the transferor and if in respect of a nil or partly paid up share, or if so required
by the Directors, shall also be executed on behalf of the transferee, shall be accompanied by
the certificate (if any) of the shares to which it relates and such other evidence as the
Directors may reasonably require to show the right of the transferor to make the transfer. The
transferor shall be deemed to remain a holder of the share until the name of the transferee is
entered in the Register of Members in respect thereof32
    
    The Directors may in their absolute discretion decline to register any transfer of shares
without assigning any reason therefor if the Directors refuse to register a transfer of any shares, they shall within two months after the date on which the transfer was lodged with the
Company send to the transferee notice of the refusal33
    
    The registration of transfers may be suspended at such times and for such periods as the
Directors may, in their absolute discretion, from time to time determine, provided always that
such registration shall not be suspended for more than 45 days in any year34
    
    All instruments of transfer which are registered shall be retained by the Company, but any
instrument of transfer which the Directors decline to register shall (except in any case of
fraud) be returned to the person depositing the same
 TRANSMISSION OF SHARES
 35
    
    The legal personal representative of a deceased sole holder of a share shall be the only
person recognised by the Company as having any title to the share. In the case of a share
registered in the name of two or more holders, the survivors or survivor, or the legal
personal representatives of the deceased survivor, shall be the only person recognised by the
Company as having any title to the share36
    
    Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member
shall upon such evidence being produced as may from time to time be required by the Directors,
have the right either to be registered as a Member in respect of the share or, instead of
being registered himself, to make such transfer of the share as the deceased or bankrupt
person could have made; but the Directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a transfer of the share
by the deceased or bankrupt person before the death or bankruptcy37
    
    A person becoming entitled to a share by reason of the death or bankruptcy of the holder
shall be entitled to the same dividends and other advantages to which he would be entitled if
he were the registered holder of the share, except that he shall not, before being registered
as a Member in respect of the share, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company
 ALTERATION OF CAPITAL
 38
    
    The Company may from time to time by Ordinary Resolution increase the share capital by such
sum, to be divided into shares of such classes and amount, as the resolution shall prescribe39
    
    The Company may by Ordinary Resolution:
 (a)
    
    consolidate and divide all or any of its share capital into shares of a larger
amount than its existing shares;(b)
    
    convert all or any of its paid up shares into stock and reconvert that stock into paid
up shares
of any denomination;
 6




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(c)
    
    subdivide its existing shares, or any of them into shares of a smaller amount
provided that in the subdivision the proportion between the amount paid and the amount,
if any, unpaid on each reduced share shall be the same as it was in case of the share
from which the reduced share is derived;(d)
    
    cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person and diminish the amount of its share
capital by the amount of the shares so cancelled
 40
    
    The Company may by Special Resolution reduce its share capital and any capital redemption
reserve in any manner authorised by law
 REDEMPTION AND PURCHASE OF OWN SHARES
 41
    
    Subject to the provisions of the Companies Law, the Company may:
 (a)
    
    issue shares on terms that they are to be redeemed or are liable to be redeemed
at the option of the Company or the Member on such terms and in such manner as the
Directors may, before the issue of such shares, determine;(b)
    
    purchase its own shares (including any redeemable shares) on such terms and in
such manner as the Directors may determine and agree with the Member; and(c)
    
    make a payment in respect of the redemption or purchase of its own shares
otherwise than out of profits or the proceeds of a fresh issue of shares.
 42
    
    Any share in respect of which notice of redemption has been given shall not be entitled to
participate in the profits of the Company in respect of the period after the date specified as
the date of redemption in the notice of redemption43
    
    The redemption or purchase of any share shall not be deemed to give rise to the redemption or
purchase of any other share44
    
    The Directors may when making payments in respect of redemption or purchase of shares, if
authorised by the terms of issue of the shares being redeemed or purchased or with the
agreement of the holder of such shares, make such payment either in cash or in specie.
 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
 45
    
    For the purpose of determining those Members that are entitled to receive notice of, attend
or vote at any meeting of Members or any adjournment thereof, or those Members that are
entitled to receive payment of any dividend, or in order to make a determination as to who is
a Member for any other purpose, the Directors may provide that the Register of Members shall
be closed for transfers for a stated period which shall not exceed in any case 40 days. If
the Register of Members shall be so closed for the purpose of determining those Members that
are entitled to receive notice of, attend or vote at a meeting of Members the register shall
be so closed for at least 10 days immediately preceding such meeting and the record date for
such determination shall be the date of the closure of the Register of Members46
    
    In lieu of or apart from closing the Register of Members, the Directors may fix in advance a
date as the record date for any such determination of those Members that are entitled to
receive notice of, attend or vote at a meeting of the Members and for the purpose of
determining those Members that are entitled to receive payment of any dividend the Directors
may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent
date as the record date for such determination
 7




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47
    
    If the Register of Members is not so closed and no record date is fixed for the
determination of those Members entitled to receive notice of, attend or vote at a meeting of
Members or those Members that are entitled to receive payment of a dividend, the date on
which notice of the meeting is posted or the date on which the resolution of the Directors
declaring such dividend is adopted, as the case may be, shall be the record date for such
determination of Members When a determination of those Members that are entitled to receive
notice of, attend or vote at a meeting of Members has been made as provided in this Article,
such determination shall apply to any adjournment thereof
 GENERAL MEETINGS
 48
    
    The Directors may, whenever they think fit, convene a
general meeting of the Company49
    
    General meetings shall also be convened on the written requisition of any Member or Members
entitled to attend and vote at general meetings of the Company who hold not less than 10 per
cent of the paid up voting share capital of the Company deposited at the registered office of
the Company specifying the objects of the meeting for a date no later than 21 days from the
date of deposit of the requisition signed by the requisitionists, and if the Directors do not
convene such meeting for a date not later than 45 days after the date of such deposit, the
requisitionists themselves may convene the general meeting in the same manner, as nearly as
possible, as that in which general meetings may be convened by the Directors, and all
reasonable expenses incurred by the requisitionists as a result of the failure of the
Directors to convene the general meeting shall be reimbursed to them by the Company.50
    
    If at any time there are no Directors, any two Members (or if there is only one Member then
that Member) entitled to vote at general meetings of the Company may convene a general meeting
in the same manner as nearly as possible as that in which meetings may be convened by the
Directors
 NOTICE OF GENERAL MEETINGS
 51
    
    At least seven days notice counting from the date service is deemed to take place as provided
in these Articles specifying the place, the day and the hour of the meeting and, in case of
special business, the general nature of that business, shall be given in the manner
hereinafter provided or in such other manner (if any) as may be prescribed by the Company by
Ordinary Resolution to such persons as are, under these Articles, entitled to receive such
notices from the Company, but with the consent of all the Members entitled to receive notice
of some particular meeting and attend and vote thereat, that meeting may be convened by such
shorter notice or without notice and in such manner as those Members may think fit52
    
    The accidental omission to give notice of a meeting to or the non-receipt of a notice of a
meeting by any Member shall not invalidate the proceedings at any meeting
 PROCEEDINGS AT GENERAL MEETINGS
 53
    
    All business carried out at a general meeting shall be deemed special with the exception of
sanctioning a dividend, the consideration of the accounts, balance sheets, and any report of
the Directors or of the Companys auditors, the appointment and removal of Directors and the
fixing of the remuneration of the Companys auditors. No special business shall be transacted
at any general meeting without the consent of all Members entitled to receive notice of that
meeting unless notice of such special business has been given in the notice convening that
meeting54
    
    No business shall be transacted at any general meeting unless a quorum of Members is present
at the time when the meeting proceeds to business. Save as otherwise provided by these
Articles, one or more Members holding at least a majority of the paid up voting share capital
of the Company present in person or by proxy shall be a quorum55
    
    If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if
 8




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##### 



convened upon the requisition of Members, shall be dissolved In any other case it shall
stand adjourned to the same day in the next week, at the same time and place, and if at the
adjourned meeting a quorum is not present within half an hour from the time appointed for
the meeting the Member or Members present and entitled to vote shall be a quorum56.
    
    If the Directors wish to make this facility available to Members for a specific or all
general meetings of the Company, a Member may participate in any general meeting of the
Company, by means of a telephone or similar communication equipment by way of which all
persons participating in such meeting can hear each other and such participation shall be
deemed to constitute presence in person at the meeting57
    
    The chairman, if any, of the Board of Directors shall preside as chairman at every general
meeting of the Company58
    
    If there is no such chairman, or if at any general meeting he is not present within fifteen
minutes after the time appointed for holding the meeting or is unwilling to act as chairman,
the Members present shall choose one of their number to be chairman of that meeting59
    
    The chairman may with the consent of any general meeting at which a quorum is present (and
shall if so directed by the meeting) adjourn a meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting from which the adjournment took place When a meeting is
adjourned for 14 days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting60
    
    At any general meeting a resolution put to the vote of the meeting shall be decided on a show
of hands, unless a poll is (before or on the declaration of the result of the show of hands)
demanded by one or more Members present in person or by proxy entitled to vote, and unless a
poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands,
been carried, or carried unanimously, or by a particular majority, or lost, and an entry to
that effect in the book of the proceedings of the Company, shall be conclusive evidence of the
fact, without proof of the number or proportion of the votes recorded in favour of, or
against, that resolution61
    
    If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the
result of the poll shall be deemed to be the resolution of the meeting at which the poll was
demanded62
    
    In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of
the meeting at which the show of hands takes place or at which the poll is demanded, shall be
entitled to a second or casting vote63
    
    A poll demanded on the election of a chairman of the meeting or on a question of adjournment
shall be taken forthwith A poll demanded on any other question shall be taken at such time
as the chairman of the meeting directs
 VOTES OF MEMBERS
 64
    
    Subject to any rights and restrictions for the time being attached to any class or classes
of shares, on a show of hands every Member present in person and every person representing a
Member by proxy shall at a general meeting of the Company have one vote and on a poll every
Member and every person representing a Member by proxy shall have one vote for each share of
which he or the person represented by proxy is the holder65
    
    In the case of joint holders the vote of the senior who tenders a vote whether in person or
by proxy shall be accepted to the exclusion of the votes of the joint holders and for this
purpose seniority shall be determined by the order in which the names stand in the Register
of Members
 9




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66
    
    A Member of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
committee, or other person in the nature of a committee appointed by that court, and any
such committee or other person may vote by proxy67
    
    No Member shall be entitled to vote at any general meeting unless all calls or other sums
presently payable by him in respect of shares carrying the right to vote held by him have
been paid68
    
    On a poll votes may be given either personally or by proxy69
    
    The Instrument appointing a proxy shall be in writing under the hand of the appointor or of
his attorney duly authorised in writing or, if the appointor is a corporation, either
under seal or under the hand of an officer or attorney duly authorised A proxy need not be a
Member70
    
    An instrument appointing a proxy may be in any usual or common form or such other form as the
Directors may approve71
    
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll72
    
    A resolution in writing signed by all the Members for the time being entitled to receive
notice of and to attend and vote at general meetings (or being corporations by their duly
authorised representatives) shall be as valid and effective as if the same had been passed at
a general meeting of the Company duly convened and held
 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
 73
    
    Any corporation which is a Member or a Director may by resolution of its directors or other
governing body authorise such person as it thinks fit to act as its representative at any
meeting of the Company or of any class of Members or of the Board of Directors or of a
committee of Directors, and the person so authorised shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation could exercise if
it were an individual Member or Director
 DIRECTORS
 74
    
    The name of the first Director(s) shall either be determined in writing by a majority (or in
the case of a sole subscriber that subscriber) of, or elected at a meeting of, the subscribers
of the Memorandum of Association75
    
    The Company may by Ordinary Resolution appoint any person to be a Director76
    
    Subject to the provisions of these Articles, a Director shall hold office until such time as
he is removed from office by the Company by Ordinary Resolution77
    
    The Company may by Ordinary Resolution from time to time fix the maximum and minimum number
of Directors to be appointed but unless such number is fixed as aforesaid the number of
Directors shall be unlimited78
    
    The remuneration of the Directors may be determined by the Board of Directors or by the
Company by Ordinary Resolution79
    
    There shall be no shareholding qualification for Directors unless determined otherwise by the
Company by Ordinary Resolution80
    
    The Directors shall have power at any time and from time to time to appoint a person as
Director
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either as a result of a casual vacancy or as an additional Director, subject to the maximum
number (if any) imposed by the Company by Ordinary Resolution
 ALTERNATE DIRECTOR
 81
    
    Any Director may in writing appoint another person to be his alternate to act in his place at
any meeting of the Directors at which he is unable to be present Every such alternate shall be
entitled to notice of meetings of the Directors and to attend and vote thereat as a Director
when the person appointing him is not personally present and where he is a Director to have a
separate vote on behalf of the Director he is representing in addition to his own vote A
Director may at any time in writing revoke the appointment of an alternate appointed by him
Such alternate shall not be an officer of the Company and shall be deemed to be the agent of
the Director appointing him The remuneration of such alternate shall be payable out of the
remuneration of the Director appointing him and the proportion thereof shall be agreed between
them82
    
    Any Director may appoint any person, whether or not a Director, to be the proxy of that
Director to attend and vote on his behalf, in accordance with instructions given by that
Director, or in the absence of such instructions at the discretion of the proxy, at a meeting
or meetings of the Directors which that Director is unable to attend personally The instrument
appointing the proxy shall be in writing under the hand of the appointing Director and shall
be in any usual or common form or such other form as the Directors may approve, and must be
lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or
first used, prior to the commencement of the meeting
 POWERS AND DUTIES OF DIRECTORS
 83
    
    Subject to the provisions of the Companies Law, these Articles and to any resolutions made in
a general meeting, the business of the Company shall be managed by the Directors, who may pay
all expenses incurred in setting up and registering the Company and may exercise all powers of
the Company No resolution made by the Company in general meeting shall invalidate any prior
act of the Directors which would have been valid if that resolution had not been made84
    
    The Directors may from time to time appoint any person, whether or not a Director to hold
such office in the Company as the Directors may think necessary for the administration of the
Company, including but not limited to, the office of president, one or more vice-presidents,
treasurer, assistant treasurer, manager or controller, and for such term and at such
remuneration (whether by way of salary or commission or participation in profits or partly in
one way and partly in another), and with such powers and duties as the Directors may think fit
Any person so appointed by the Directors may be removed by the Directors The Directors may
also appoint one or more of their number to the office of managing director upon like terms,
but any such appointment shall ipso facto determine if any managing director ceases from any
cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of
office be terminated85
    
    The Directors may appoint a Secretary (and if need be an Assistant Secretary or Assistant
Secretaries) who shall hold office for such term, at such remuneration and upon such
conditions and with such powers as they think fit Any Secretary or Assistant Secretary so
appointed by the Directors may be removed by the Directors86
    
    The Directors may delegate any of their powers to committees consisting of such member or
members of their body as they think fit; any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed on it by the Directors
 11




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87
    
    The Directors may from time to time and at any time by power of attorney appoint any
company, firm or person or body of persons, whether nominated directly or indirectly by the
Directors, to be the attorney or attorneys of the Company for such purposes and with such
powers, authorities and discretion (not exceeding those vested in or exercisable by the
Directors under these Articles) and for such period and subject to such conditions as they
may think fit, and any such power of attorney may contain such provisions for the protection
and convenience of persons dealing with any such attorney as the Directors may think fit,
and may also authorise any such attorney to delegate all or any of the powers, authorities
and discretion vested in him88
    
    The Directors may from time to time provide for the management of the affairs of the Company
in such manner as they shall think fit and the provisions contained in the three next
following Articles shall not limit the general powers conferred by this Article89
    
    The Directors from time to time and at any time may establish any committees, local boards or
agencies for managing any of the affairs of the Company and may appoint any persons to be
members of such committees or local boards and may appoint any managers or agents of the
Company and may fix the remuneration of any such persons90
    
    The Directors from time to time and at any time may delegate to any such committee, local
board, manager or agent any of the powers, authorities and discretions for the time being
vested in the Directors and may authorise the members for the time being of any such local
board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and
any such appointment or delegation may be made on such terms and subject to such conditions as
the Directors may think fit and the Directors may at any time remove any person so appointed
and may annul or vary any such delegation, but no person dealing in good faith and without
notice of any such annulment or variation shall be affected thereby91
    
    Any such delegates as aforesaid may be authorised by the Directors to subdelegate all or any
of the powers, authorities, and discretion for the time being vested in them.
 BORROWING POWERS OF DIRECTORS
 92
    
    The Directors may exercise all the powers of the Company to borrow money and to mortgage or
charge its undertaking, property and uncalled capital or any part thereof, to issue
debentures, debenture stock and other securities whenever money is borrowed or as security for
any debt, liability or obligation of the Company or of any third party
 THE SEAL
 93
    
    The Seal shall not be affixed to any instrument except by the authority of a resolution of
the Board of Directors provided always that such authority may be given prior to or after the
affixing of the Seal and if given after may be in general form confirming a number of
affixings of the Seal The Seal shall be affixed in the presence of a Director or a Secretary
(or an Assistant Secretary) or in the presence of any one or more persons as the Directors may
appoint for the purpose and every person as aforesaid shall sign every instrument to which the
Seal is so affixed in their presence94
    
    The Company may maintain a facsimile of the Seal in such countries or places as the Directors
may appoint and such facsimile Seal shall not be affixed to any instrument except by the
authority of a resolution of the Board of Directors provided always that such authority may be
given prior to or after the affixing of such facsimile Seal and if given after may be in
general form confirming a number of affixings of such facsimile Seal The facsimile Seal shall
be affixed in the presence of such person or persons as the Directors shall for this purpose
appoint and such person or persons as aforesaid shall sign every instrument to which the
facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and
signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in
the presence of and the instrument signed by a Director or a Secretary (or an Assistant
Secretary) or in the presence of any one or more persons as the Directors may appoint for
the purpose
 12




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95
    
    Notwithstanding the foregoing, a Secretary or any Assistant Secretary shall have the
authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of
attesting authenticity of the matter contained therein but which does not create any
obligation binding on the Company
 DISQUALIFICATION OF DIRECTORS
 96
    
    The office of Director shall be vacated, if the Director:
 (a)
    
    becomes bankrupt or makes any arrangement or composition with his creditors;(b)
    
    is found to be or becomes of unsound mind;(c)
    
    resigns his office by notice in writing to the Company;(d)
    
    is removed from office by Ordinary Resolution; or(e)
    
    is removed from office by notice addressed to him at his last known address and
signed by all his co-Directors (not being less than two in number)
 PROCEEDINGS OF DIRECTORS
 97
    
    The Directors may meet together (either within or without the Cayman Islands) for the
despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they
think fit Questions arising at any meeting shall be decided by a
majority of votes. In case
of an equality of votes the chairman shall have a second or casting vote. A Director may, and
a Secretary or Assistant Secretary on the requisition of a Director shall, at any time summon
a meeting of the Directors98
    
    A Director or Directors may participate in any meeting of the Board of Directors, or of any
committee appointed by the Board of Directors of which such Director or Directors are members,
by means of telephone or similar communication equipment by way of which all persons
participating in such meeting can hear each other and such participation shall be deemed to
constitute presence in person at the meeting99
    
    The quorum necessary for the transaction of the business of the Directors may be fixed by the
Directors, and unless so fixed, if there be two or more Directors shall be two, and if there
be one Director the quorum shall be one A Director represented by proxy or by an Alternate
Director at any meeting shall be deemed to be present for the purposes of determining whether
or not a quorum is present100
    
    A Director who is in any way, whether directly or indirectly, interested in a contract or
proposed contract with the Company shall declare the nature of his interest at a meeting of
the Directors A general notice given to the Board of Directors by any Director to the effect
that he is a member of any specified company or firm and is to be regarded as interested in
any contract which may thereafter be made with that company or firm shall be deemed a
sufficient declaration of interest in regard to any contract so made A Director may vote in
respect of any contract or proposed contract or arrangement notwithstanding that he may be
interested therein and if he does so his vote shall be counted and he may be counted in the
quorum at any meeting of the Directors at which any such contract or proposed contract or
arrangement shall come before the meeting for consideration101
    
    A Director may hold any other office or place of profit under the Company (other than the
office of auditor) in conjunction with his office of Director for such period and on such
terms (as to remuneration and otherwise) as the Directors may determine and no Director or
intending Director shall be disqualified by his office from contracting with the Company
either with regard to his tenure of any such other office or place of profit or as vendor,
purchaser or otherwise, nor shall any such
 13




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contract or arrangement entered into by or on behalf of the Company in which any Director is
in any way interested, be liable to be avoided, nor shall any Director so contracting or
being so interested be liable to account to the Company for any profit realised by any such
contract or arrangement by reason of such Director holding that office or of the fiduciary
relation thereby established A Director, notwithstanding his interest, may be counted in the
quorum present at any meeting of the Directors whereat he or any other Director is appointed
to hold any such office or place of profit under the Company or whereat the terms of any
such appointment are arranged and he may vote on any such appointment or arrangement102
    
    Any Director may act by himself or his firm in a professional capacity for the Company, and
he or his firm shall be entitled to remuneration for professional services as if he were not a
Director; provided that nothing herein contained shall authorise a Director or his firm to act
as auditor to the Company103
    
    The Directors shall cause minutes to be made in books or loose-leaf folders provided for the
purpose of recording:
 (a)
    
    all appointments of officers made by the Directors;(b)
    
    the names of the Directors present at each meeting of the Directors and of any
committee of the Directors;(c)
    
    all resolutions and proceedings at all meetings of the Company, and of the
Directors and of committees of Directors
 104
    
    When the chairman of a meeting of the Directors signs the minutes of such meeting those
minutes shall be deemed to have been duly held notwithstanding that all the Directors have not
actually come together or that there may have been a technical defect in the proceedings105
    
    A resolution signed by all the Directors shall be as valid and effectual as if it had been
passed at a meeting of the Directors duly called and constituted When signed a resolution may
consist of several documents each signed by one or more of the Directors106
    
    The continuing Directors may act notwithstanding any vacancy in their body but if and so long
as their number is reduced below the number fixed by or pursuant to these Articles as the
necessary quorum of Directors, the continuing Directors may act for the purpose of increasing
the number, or of summoning a general meeting of the Company, but for no other purpose107
    
    The Directors may elect a chairman of their meetings and determine the period for which he is
to hold office but if no such chairman is elected, or if at any meeting the chairman is not
present within fifteen minutes after the time appointed for holding the meeting, the Directors
present may choose one of their number to be chairman of the meeting108
    
    A committee appointed by the Directors may elect a chairman of its meetings If no such
chairman is elected, or if at any meeting the chairman is not present within five minutes
after the time appointed for holding the meeting, the members present may choose one of their
number to be chairman of the meeting109
    
    A committee appointed by the Directors may meet and adjourn as it thinks proper Questions
arising at any meeting shall be determined by a majority of votes of the committee members
present and in case of an equality of votes the chairman shall have a second or casting vote110
    
    All acts done by any meeting of the Directors or of a committee of Directors, or by any
person acting as a Director, shall notwithstanding that it be afterwards discovered that there
was some defect in the appointment of any such Director or person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such person had been duty
appointed and was qualified to be a Director
 14




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DIVIDENDS
 111
    
    Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Directors may from time to time declare dividends (including interim dividends)
and other distributions on shares in issue and authorise payment of the same out of the funds
of the Company lawfully available therefor112
    
    Subject to any rights and restrictions for the time being attached to any class or classes of shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed
the amount recommended by the Directors113
    
    The Directors may, before recommending or declaring any dividend, set aside out of the funds
legally available for distribution such sums as they think proper as a reserve or reserves
which shall, in the absolute discretion of the Directors be applicable for meeting
contingencies, or for equalising dividends or for any other purpose to which those funds may
be properly applied and pending such application may in the absolute discretion of the
Directors, either be employed in the business of the Company or be invested in such
investments (other than shares) as the Directors may from time to time think fit114
    
    Any dividend may be paid by cheque sent through the post to the registered address of the
Member or person entitled thereto, or in the case of joint holders, to any one of such joint
holders at his registered address or to such person and such address as the Member or person
entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made
payable to the order of the person to whom it is sent or to the order of such other person as
the Member or person entitled, or such joint holders as the case may be, may direct115
    
    The Directors when paying dividends to the Members in accordance with the provisions of these
Articles may make such payment either in cash or in specie116
    
    Subject to any rights and restrictions for the time being attached to any class or classes of shares, all dividends shall be declared and paid according to the amounts paid on the shares,
but if and so long as nothing is paid up on any of the shares dividends may be declared and
paid according to the par value of the shares No amount paid on a share in advance of calls
shall, while carrying Interest, be treated for the purposes of this Article as paid on the
share117
    
    If several persons are registered as joint holders of any share, any of them may give
effectual receipts for any dividend or other moneys payable on or in respect of the share118
    
    No dividend shall bear interest against the Company
 ACCOUNTS AND AUDIT
 119
    
    The books of account relating to the Companys affairs shall be kept in such manner as may be
determined from time to time by the Directors120
    
    The books of account shall be kept at the registered office of the Company, or at such other
place or places as the Directors think fit, and shall always be open to the inspection of the
Directors121
    
    The Directors shall from time to time determine whether and to what extent and at what times
and places and under what conditions or regulations the accounts and books of the Company or
any of them shall be open to the Inspection of Members not being Directors, and no Member (not
being a Director) shall have any right of inspecting any account or book or document of the
Company except as conferred by law or authorised by the Directors or by the Company by
Ordinary Resolution122
    
    The accounts relating to the Companys affairs shall only be audited if the Directors so
determine, in which case the financial year end and the accounting principles will be
determined by the Directors
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CAPITALISATION OF PROFITS
 123
    
    Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution:
 (a)
    
    resolve to capitalise an amount standing to the credit of reserves (includings
share premium account, capital redemption reserve and profit and loss account), whether
or not available for distribution;(b)
    
    appropriate the sum resolved to be capitalised to the Members in proportion to
the nominal amount of shares (whether or not fully paid) held by them respectively and
apply that sum on their behalf in or towards:
 (i)
    
    paying up the amounts (if any) for the time being unpaid on shares held by them respectively, or(ii)
    
    paying up in full unissued shares or debentures of a nominal
amount equal to that sum,
 and allot the shares or debentures, credited as fully paid, to the Members (or as
they may direct) in those proportions, or partly in one way and partly in the other,
but the share premium account, the capital redemption reserve and profits which are
not available for distribution may, for the purposes of this Article, only be
applied in paying up unissued shares to be allotted to Members credited as fully
paid;
 (c)
    
    make any arrangements they think fit to resolve a difficulty arising in the
distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Directors may deal with the
fractions as they think fit;(d)
    
    authorise a person to enter (on behalf of all the Members concerned) into an
agreement with the Company providing for either:
 (i)
    
    the allotment to the Members respectively, credited as fully
paid, of shares or debentures to which they may be entitled on the
capitalisation, or(ii)
    
    the payment by the Company on behalf of the Members (by the
application of their respective proportions of the reserves resolved to be
capitalised) of the amounts or part of the amounts remaining unpaid on their
existing shares,
 and any such agreement made under this authority being effective and binding on all
those Members; and
 (e)
    
    generally do all acts and things required to give effect to the resolution
 SHARE PREMIUM ACCOUNT
 124
    
    The Directors shall in accordance with Section 34 of the Companies Law establish a share
premium account and shall carry to the credit of such account from time to time a sum equal to
the amount or value of the premium paid on the issue of any share125
    
    There shall be debited to any share premium account on the redemption or purchase of a share
the difference between the nominal value of such share and the redemption or purchase price
provided always that at the discretion of the Directors such sum may be paid out of the
profits of the Company or, if permitted by Section 37 of the Companies Law, out of capital
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NOTICES
 126
    
    Any notice or document may be served by the Company or by the person entitled to
give notice to any Member either personally, by facsimile or by sending it through the post
in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the
Member at his address as appearing in the Register of Members in the case of joint holders
of a share, all notices shall be given to that one of the joint holders whose name stands
first in the Register of Members in respect of the joint holding, and notice so given shall
be sufficient notice to all the joint holders127
    
    Any Member present, either personally or by proxy, at any meeting of the Company shall for
all purposes be deemed to have received due notice of such meeting and, where requisite, of
the purposes for which such meeting was convened128
    
    Any notice or other document, if served by (a) post, shall be deemed to have been served five
days after the time when the letter containing the same is posted, or, (b) facsimile, shall be
deemed to have been served upon production by the transmitting facsimile machine of a report
confirming transmission of the facsimile in full to the facsimile number of the recipient or
(c) recognised courier service, shall be deemed to have been served 48 hours after the time
when the letter containing the same is delivered to the courier service in proving service
by post or courier service it shall be sufficient to prove that the letter containing the
notice or documents was properly addressed and duly posted or delivered to the courier service129
    
    Any notice or document delivered or sent by post to or left at the registered address of any
Member in accordance with the terms of these Articles shall notwithstanding that such Member
be then dead or bankrupt, and whether or not the Company has notice of his death or
bankruptcy, be deemed to have been duly served in respect of any share registered in the name
of such Member as sole or joint holder, unless his name shall at the time of the service of
the notice or document, have been removed from the Register of Members as the holder of the
share, and such service shall for all purposes be deemed a sufficient service of such notice
or document on all persons interested (whether jointly with or as claiming through or under
him) in the share130
    
    Notice of every general meeting of the Company shall be given to:
 (a)
    
    all Members holding shares with the right to receive notice and who have
supplied to the Company an address for the giving of notices to them; and(b)
    
    every person entitled to a share in consequence of the death or bankruptcy of a
Member, who but for his death or bankruptcy would be entitled to receive notice of the
meeting
 No other person shall be entitled to receive notices of general meetings
 INDEMNITY
 131
    
    Every Director (including for the purposes of this Article any alternate Director appointed
pursuant to the provisions of these Articles), Secretary, Assistant Secretary, or other
officer for the time being and from time to time of the Company (but not including the
Companys auditors) and the personal representatives of the same shall be indemnified and
secured harmless out of the assets and funds of the Company against all actions, proceedings,
costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in or
about the conduct of the Companys business or affairs or in the execution or discharge of his
duties, powers, authorities or discretions, including without prejudice to the generality of
the foregoing, any costs, expenses, losses or liabilities incurred by him in defending
(whether successfully or otherwise) any civil proceedings concerning the Company or its
affairs in any court whether in the Cayman Islands or elsewhere132
    
    No such Director, alternate Director, Secretary, Assistant Secretary or other officer of the
Company (but not including the Companys auditors) shall be liable (a) for the acts, receipts,
neglects, defaults or omissions of any other such Director or officer or agent of the Company
or (b) for any loss on account of defect of title to any property of the Company or (c) on
account of the insufficiency of any
 17




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security in or upon which any money of the Company shall be invested or (d) for any loss
incurred through any bank, broker or other similar person or (e) for any loss occasioned by
any negligence, default, breach of duty, breach of trust, error of judgement or oversight on
his part or (f) for any loss, damage or misfortune whatsoever which may happen in or arise
from the execution or discharge of the duties, powers authorities, or discretions of his
office or in relation thereto, unless the same shall happen through his own dishonesty
 NON-RECOGNITION OF TRUSTS
 133
    
    No person shall be recognised by the Company as holding any share upon any trust and the
Company shall not, unless required by law, be bound by or be compelled in any way to
recognise (even when having notice thereof) any equitable, contingent or future interest in
any of its shares or any other rights in respect thereof except an absolute right to the
entirety thereof in each Member registered in the Register of Members
 WINDING UP
 134
    
    If the Company shall be wound up the liquidator may, with the sanction of an Ordinary
Resolution of the Company divide amongst the Members in specie or kind the whole or any part
of the assets of the Company (whether they shall consist of property of the same kind or not)
and may, for such purpose set such value as he deems fair upon any property to be divided as
aforesaid and may determine how such division shall be carried out as between the Members or
different classes of shares. The liquidator may, with the like sanction, vest the whole or
any part of such assets in trustees upon such trusts for the benefit
of the contributories as
the liquidator, with the like sanction shall think fit, but so that no Member shall be
compelled to accept any shares or other securities whereon there is any liability
 AMENDMENT OF ARTICLES OF ASSOCIATION
 135
    
    Subject to the Companies Law and the rights attaching to the various classes of shares, the
Company may at any time and from time to time by Special Resolution alter or amend these
Articles in whole or in part.
 REGISTRATION BY WAY OF CONTINUATION
 136
    
    The Company may by Special Resolution resolve to be
registered by way of continuation in a Jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time
being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to
this Article, the Directors may cause an application to be made to the Registrar of Companies
to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for
the time being incorporated, registered or existing and may cause all such further steps as
they consider appropriate to be taken to effect the transfer by way of continuation of the
Company
 
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