(LOGO)
    
    PETROBRASINTERNATIONAL FINANCE COMPANY
 Exhibit 1.2
 WRITTEN RESOLUTION OF THE SOLE SHAREHOLDER OF THE COMPANY DATED 23rd
FEBRUARY 2008
 RESOLVE AS A SPECIAL RESOLUTION Resolutions
 ORDINARY RESOLUTION
   SPECIAL RESOLUTION
  /s/ Daniel Lima de Oliveira

Daniel Lima de Oliveira
    
    /s/ Marcos Antonio Silva Menezes

Marcos Antonio Silva MenezesChairman
    
    Director/s/ Nilo Carvalho Vieira Filho

Nilo Carvalho Vieira Filho
    
    /s/ Ana Claudia Medeiros Borges

Ana Claudia Medeiros BorgesDirector
    
    Secretary
  Petróleo Brasileiro S.A.  PETROBRAS
 Daniel Lima de Oliveira and Marcos Antonio Zacarias
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THE COMPANIES LAW (AS AMENDED)
 COMPANY LIMITED 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
 rd
 1.
    
    The name of the Company is PETROBRAS INTERNATIONAL FINANCE COMPANY.2.
    
    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
determine.3.
    
    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, as well as the businesses of purchase, sale,
leasing and
rental of platforms, equipment and drilling units employed in the
activities of
exploration and
production of petroleum and gas, and any businesses 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 provided.4.
    
    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 Islands.7.
    
    The liability of the members is limited to the amount, if any, unpaid on the shares
respectively held by
them.8.
    
    The capital of the Company is US$300,050,000.00divided into 300,050,000shares of a nominal
or
par value of US$1.00each 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 provided.9.
    
    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
jurisdiction.10.
    
    Capitalised terms used in this Memorandum and not otherwise defined shall have the meaning
given
to them in the Articles.
 
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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
fit.5.
    
    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 fit.7.
    
    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 poll.9.
    
    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 pan
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 thereon.14.
    
    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 bankruptcy.15.
    
    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
sale.16.
    
    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 shares.18.
    
    The joint holders of a share shall be jointly and severally liable to pay calls in respect
thereof.19.
    
    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 notified.21.
    
    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
payment.22.
    
    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 accrued.24.
    
    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 forfeited.25.
    
    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 effect.26.
    
    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 fit.27.
    
    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
forfeited.28.
    
    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 share.29.
    
    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 sale.30.
    
    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.
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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 thereof.32.
    
    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 refusal.33.
    
    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 year.34.
    
    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
share.36.
    
    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 bankruptcy.37.
    
    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 prescribe.39.
    
    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;
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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 redemption.43.
    
    The redemption or purchase of any share shall not be deemed to give rise to the redemption or
purchase of any other share.44.
    
    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 Members.46.
    
    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.
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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 Company.49.
    
    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 fit.52.
    
    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 meeting.54.
    
    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 quorum.
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55.
    
    If within half an hour from the time appointed for the meeting a quorum is not present, the
meeting, if
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 quorum.56.
    
    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 meeting.57.
    
    The chairman, if any, of the Board of Directors shall preside as chairman at every general
meeting of
the Company.58.
    
    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 meeting.59.
    
    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 meeting.60.
    
    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
resolution.61.
    
    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 demanded.62.
    
    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 vote.63.
    
    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 holder.65.
    
    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.
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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 proxy.67.
    
    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 paid.68.
    
    On a poll votes may be given either personally or by proxy.69.
    
    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 Member.70.
    
    An instrument appointing a proxy may be in any usual or common form or such other form as the
Directors may approve.71.
    
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in
demanding a poll.72.
    
    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
Association.75.
    
    The Company may by Ordinary Resolution appoint any person to be a Director.76.
    
    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 Resolution.77.
    
    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 unlimited.78.
    
    The remuneration of the Directors may be determined by the Board of Directors or by the
Company
by Ordinary Resolution.79.
    
    There shall be no shareholding qualification for Directors unless determined otherwise by the
Company by Ordinary Resolution.80.
    
    The Directors shall have power at any time and from time to time to appoint a person as
Director,
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.
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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 them.82.
    
    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 made.84.
    
    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 terminated.85.
    
    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 Directors.86.
    
    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.
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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 him.88.
    
    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 Article.89.
    
    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 persons.90.
    
    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 thereby.91.
    
    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 presence.94.
    
    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.
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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 Directors.98.
    
    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 meeting.99.
    
    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
present.100.
    
    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
consideration.
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101.
    
    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
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
arrangement.102.
    
    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 Company.103.
    
    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
proceedings.105.
    
    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 Directors.106.
    
    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 purpose.107.
    
    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 meeting.108.
    
    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
meeting.109.
    
    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 vote.110.
    
    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 duly appointed and was qualified
to be a
Director.
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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 therefor.112.
    
    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 Directors.113.
    
    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 fit.114.
    
    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 direct.115.
    
    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 specie.116.
    
    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 share.117.
    
    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 share.118.
    
    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 Directors.120.
    
    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
Directors.121.
    
    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 Resolution.122.
    
    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 (including a
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 share.125.
    
    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 holders.127.
    
    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 convened.128.
    
    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 service.129.
    
    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 share.130.
    
    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 elsewhere.
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132.
    
    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
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.
 
  18