**Exhibit 1.1**

 

**STOLT OFFSHORE S.A.**

 

**ARTICLES OF INCORPORATION**

 

**(AS AMENDED AND RESTATED May 28, 2004)**

 

**CHAPTER 1. NAME, REGISTERED OFFICE, OBJECTS, DURATION**

 

Article 1: There is incorporated a Luxembourg holding company in the form of a limited liability company. 

 

It will be styled “**STOLT OFFSHORE S.A.**” 

 

Article 2: The registered office of the Company is situated in Luxembourg. It may betransferred to any other place in the Grand Duchy of Luxembourg by resolution of the Board of Directors. 

 

When extraordinary events of political, economic or social policy occur or shall be imminent, which might interfere with the normal business at the registered office or with the easy communication between such officeand foreign parts, the registered office may be declared to have been transferred abroad provisionally until the complete cessation of these abnormal circumstances; without this measure, however, having any effect on the nationality of the Company,which, notwithstanding this provisional transfer of the registered office, shall remain of Luxembourg nationality. 

 

A similar declaration of the transfer of the registered office of the Company shall be made and brought to the attention of third parties by one of the executivedepartments of the Company, which has power to bind it for current and everyday acts of management. 

 

The Board of Directors shall also have the right to set up offices, administrative centers, agencies and subsidiaries wherever it shall see fit, either within or outside the Grand Duchy of Luxembourg. 

 

Article 3: The objects of the Company are to invest in subsidiaries which will providesubsea construction, maintenance, inspection, survey and engineering services, predominantly for the offshore oil and gas industry. 

 

More generally, the Company may participate in any manner in all commercial, industrial, financial and other enterprises of Luxembourg or foreign nationality through theacquisition by participation, subscription, purchase, option or by any other means of all shares, stocks, debentures, bonds or securities; the acquisition of patents and licenses which it will administer and exploit; it may lend or borrow with orwithout security, provided that any monies so 

borrowed may only be used for the purposes of the Company, or companies which are subsidiaries of or associated with oraffiliated to the Company; in general it may undertake any operations directly or indirectly connected with these objects whilst nevertheless remaining within the limits set out by the law on holding companies of the thirty-first of July, nineteenhundred and twenty-nine. 

 

Article 4: The Company is incorporated for anunlimited period. It may be wound up in accordance with legal requirements. 

 

**CHAPTER 2. CAPITAL, SHARES, BOND-ISSUES**

 

Article5: The authorized capital of the Company is fixed at Four Hundred and Sixty Million United States Dollars (U.S. $460,000,000) to be represented by (a) Two Hundred and Thirty Million (230,000,000) Common Shares, par value Two United StatesDollars (U.S. $2.00) per share. Any authorized but unissued Common Shares shall lapse five (5) years after publication of the Articles of Incorporation, or any amendment thereto, in the Memorial. 

 

The issued capital of the Company is set at Three Hundred and Eighty-Two Million and SevenHundred and Seventy-Eight Thousand and Nine Hundred and Seventy-Four United States Dollars (U.S. $382,778,974) represented by One Hundred and Ninety-One Million and Three Hundred and Forty-Eight Thousand and Four Hundred and Eighty-Seven(191,348,487) Common Shares, par value Two United States Dollars (U.S. $2.00) per share, all of said shares being fully paid. 

 

The Board of Directors or delegates(s) duly appointed by the Board may from time to time issue shares out of the total authorized shares at such times and on such termsand conditions, including issue price, as the Board or its delegates may in its or their discretion resolve. The holders of Common Shares shall be entitled to preemptive rights in respect of any future issue of Common Shares for cash. The Board ofDirectors may suppress the preemptive rights of the shareholders to the extent it deems relevant, in particular: 

 

(a) to issue Common Shares for cash whether in a private transaction or in a public offering at such price as determined by the Board of Directors of the Company(including below market value if deemed by the Board of Directors to be in the best interest of the Company) in order to enlarge or diversify the shareholder base through the entry of new investors, and 

 

(b) to issue, or offer to issue, Common Shares in connection with participation, financing,joint venture or other strategic proposals, strategies or projects and/or to secure financing if the Board of Directors of the Company determines same to be in the best interest of the Company (including below market value if deemed by the Board ofDirectors to be in the best interest of the Company), provided that no Common Shares shall be so issued pursuant to subsections (a) or (b) hereof at a price of less than seventy-five percent (75%) of the market value determined by the averageclosing price for such Common Shares on the Oslo Stock Exchange (or the average closing price for American Depositary Shares (ADSs) on The Nasdaq Stock Market, Inc., if applicable) for the ten most recent trading days prior to such transaction, andfurther provided that Common Shares shall be issued otherwise on the terms and conditions set forth in such Report, including where the issue price is less than the “par value” of a Common Share (U.S. $2.00), the Board of Directors shallbe authorized to proceed with any such transaction and to transfer from the “paid-in” surplus (“free reserves”) account of the Company to the “par value” account of the Company any such deficiency between the par valueand the issue price of any such shares, 

 

such action to be effective for afurther five year period from the date of publication of the minutes of the Annual General Meeting of 27 May, 2004. 

 

Each time the Board of Directors or its delegate(s) shall have issued authorised Common Shares and accepted payment therefore, this Article shall be amended to reflectthe result of such issue and the amendment will be recorded by notarial deed at the request of the Board of Directors or its delegates. 

 

In addition to the authorized Common Shares set forth above, there shall also be authorized one million five hundred thousand (1,500,000) Class A Shares, par value U.S.$2.00 per share. Such Class A Shares have been authorized for the sole purpose of options granted under the Company’s existing stock option plan in respect of the shares of the Company, and may not be used for any other purpose. The rights,preferences and priorities of such Class A Shares are set forth in Article 37 hereof. All such Class A Shares shall convert to Common Shares immediately upon issuance. Such authorized Class A Shares shall exist only for the period of time specifiedin Article 37 hereof and shall expire, without further action, on such date. Prior thereto, any authorized but unissued Class A Shares shall lapse five (5) years after publication of the Articles of Incorporation, or any amendment, in the Memorial,subject to extension up to the final expiry date as provided in Article 37 hereof. 

 

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Article 6: Any share premium which shall be paid in addition to the par value of the Common Shares shall betransferred to paid-in surplus. 

 

Article 7: Common Shares being fullypaid up shall not be subject to any restriction in respect of their transfer, but such shares shall be subject to the restrictions on shareholdings set forth in Article 33 hereof. 

 

Article 8: The Common Shares shall be issued in registered form only. 

 

Share certificates or other evidence of ownership will be issued for Common Shares in such denominations as the Board of Directors shallprescribe. The share certificates or other evidence of ownership shall be in such form and shall bear such legends and such numbers of identification as shall be determined by the Board of Directors. The forms of share certificates, or otherevidence of ownership, may be different in respect of the Common Shares entered in the various Registers which may be established in accordance with this Article 8. The share certificates shall be signed manually or by facsimile by two directors ofthe Company. The Board of Directors may provide for compulsory authentication of the share certificates by the Registrar(s). 

 

All Common Shares in the Company shall be registered in the Register(s) of Shareholders which shall be kept by the persons designated therefore by the Company and suchRegister(s) of Shareholders shall contain the name of each holder of Common Shares, his residence and/or elected domicile and the number of Common Shares held by him and other information as may be required from time to time by applicable law. Everytransfer or devolution of Common Shares shall be entered into the Register(s) of Shareholders and every such entry shall be signed by one or more officers of the Company or by one or more persons designated by the Board of Directors. 

 

The Company may appoint Registrars in different jurisdictions who will each maintain aseparate Register for the Common Shares entered therein and the holders of Common Shares may elect to be entered in one of the Registers and to be transferred from time to time from one Register to another Register. The Board of Directors may,however, restrict the ability to transfer Common Shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions. The transfer to the Register kept at the registered office of the company in Luxembourg may alwaysbe requested by any shareholder. 

 

On transfers of Common Shares, newcertificates or other evidence of ownership in respect of Common Shares transferred and retained, respectively, shall be issued in each case without charge to the holder thereof. 

 

Transfers of Common Shares shall be effected upon delivery of the certificate or certificates or other evidence of ownership representingsuch Common Shares to the Registrar together with (i) a stock power or other instrument of transfer satisfactory to the Company, (ii) with the form of endorsement which may be provided on the certificate duly completed and executed, (iii) a writtendeclaration of transfer inscribed in the Register of Shareholders, dated and signed by the transferor and transferee, or by persons holding suitable powers of attorney to act therefore, in each case in such form and with such evidence of authorityas shall be satisfactory to the Company. 

 

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Except as provided in Article 11 hereof, the Company may consider the Person in whose name the Common Shares areregistered in the Register(s) of Shareholders as the full owner of such Common Shares. The Company shall be completely free of responsibility in dealing with such Shares towards third parties and shall be justified in considering any right, interestor claims of such third parties in or upon such Common Shares to be nonexistent, subject, however, to any right which such person might have, to demand the registration or change in registration of Common Shares. 

 

In the event that a holder of Common Shares does not provide any address to which all noticesor announcements from the Company may be sent, the Company may permit a notice to this effect to be entered into the Register(s) of Shareholders and such holder’s address will be deemed to be at the registered office of the Company or suchother address as may be so entered by the Company from time to time, until a different address shall be provided to the Company by such holder. The holder may, at any time, change his address as entered in the Register(s) of Shareholders by means ofwritten notification to the Registrar. 

 

Lost, stolen or mutilated sharecertificates for Common Shares will be replaced by the Registrar who issued the share certificates in the first place upon such evidence, undertakings and indemnities as may be deemed satisfactory to the Company, provided that mutilated sharecertificates shall be delivered before new share certificates are issued. 

 

Article 9: Each Common Share is entitled to one vote at all meetings of shareholders, except as may be otherwise provided in these Articles of Incorporation and by applicable law. 

 

Article 10: Without prejudice to the provisions of Article 5 hereof, the authorised orissued capital of the Company may be increased in one or more installments by resolution of shareholders adopted in the manner required for amendment of these Articles of Incorporation or as otherwise provided by applicable law. 

 

Article 11: The Common Shares shall be indivisible as far as the Company is concerned.Only one titleholder will be recognised in connection with each Common Share. 

 

If any Common Shares shall be held by more than one person, the Company has the right to suspend the exercise of all rights attached to such share(s) until one person has been appointed titleholder with regard to such share(s). 

 

The same rule shall apply in the case of a conflict between an usufructuary and a bareowner or between a pledgor and a pledgee. 

 

The Company shall not issuefractions of Common Shares. The Board of Directors shall be authorised at its discretion to provide for the payment of cash or the issuance of script in lieu of any fraction of a Common Share. 

 

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Article 12: The Board of Directors may decide the issuance of bonds and debentures not containing an element ofstock, which may be in bearer or other form in any denomination or denominations and payable in any currency or currencies. 

 

The Board of Directors shall fix the rate of interest, conditions of issue and repayment and all other terms and conditions thereof. 

 

The bonds and debentures must be signed by two Directors of the Company, manually or byfacsimile. 

 

**CHAPTER 3. ADMINISTRATION AND CONTROL**

 

Article 13: The Company shall be managed by a Board of Directors composed of memberswho need not be shareholders of the Company. 

 

The business of the Company shallbe supervised by one or more Statutory Auditors, whether shareholders or not. 

 

The Board of Directors shall be composed of not less than three (3) persons who shall be elected in accordance with the provisions of this Article 13. 

 

The Directors and Statutory Auditors shall be appointed by the general meeting of shareholders for such term not to exceed six years as the meeting may decide.

 

The Company may, by a resolution of the general meeting of shareholders,dismiss any Director before the expiry of the term of his office, notwithstanding any agreement between the Company and such Director. Such dismissal may not prejudice the claims that such Director may have for a breach of any contract existingbetween him and the Company. 

 

The Directors may be re-elected. The term ofoffice of Directors shall end immediately after the ordinary general meeting in the year of the expiry thereof. 

 

In the case where the office of a Director shall become vacant following death, resignation or otherwise, the remainder of the Directors may convene and elect on themajority of votes thereat, a Director to carry out the duties attaching to the office becoming vacant, to hold such office until the next meeting of shareholders. 

 

With the exception of a candidate recommended by the Board of Directors or a Director whose term of office shall expire at a general meetingof shareholders, no candidate may be appointed unless three days at least before the date fixed for the meeting and twenty-one days at the most before this date a written declaration, signed by a shareholder duly authorised, shall have beendeposited at the registered office of the Company, and in the terms of which he intends to propose the appointment of this person together with a written declaration, signed by the candidate in question, expressing the wish of the candidate to beappointed. 

 

Article 14: The Board of Directors shall elect a Chairmanfrom among its members. Should the Chairman not be available at a meeting, the Deputy Chairman, or, in his absence, the Managing Director (if there is one), or in his absence, the oldest Director present at the meeting, shall act in his stead.

 

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Article 15: The Board of Directors shall convene on the notice of the Chairman of the Board of Directors, or theManaging Director (if there is one) or of any two Directors. 

 

Meetings shall beheld at the place, on the day and at the time set out in the convening notice. 

 

The Board of Directors may only deliberate, validly if the majority of its members shall take part in the proceedings by voting personally or by proxy given in writing, by telegram, fax or telex. 

 

A proxy may only be given to another Director. 

 

Decisions of the Board of Directors shall be taken by a majority of the votes cast by theDirectors present or represented at a meeting. 

 

Resolutions signed by allmembers of the Board will be as valid and effective as if passed at a meeting duly convened and held. Such signatures may appear on a single document or multiple copies of an identical resolution and may be evidenced by letters, cables, telexes orfaxes. 

 

Any Director may, simultaneously with his office of Director, beemployed by the Company in any other capacity (except the office of Statutory Auditor) or remunerated for a duration and on conditions that the Board of Directors shall determine and shall receive in respect thereof a special remuneration (by way ofsalary, commission, share in the profits or otherwise) to be determined by the Board, subject to ratification by the general meeting of shareholders, and such special remuneration shall be added to any remuneration provided for by virtue of, orarising from any other provision of, these Articles of Incorporation or pursuant to resolutions of shareholders adopted in a general meeting. 

 

No Director may be counted for the quorum present, nor cast a vote in respect of Board resolutions, that shall relate to his own appointment to an office or positionbeing remunerated within the Company or which shall lay down or amend the conditions thereof. 

 

Any Director who, when a contract or an agreement shall be submitted for approval of the Board of Directors, has a personal interest contrary to that of the Company, must inform the Board of Directors and require thatthis information be entered in the minutes of the meeting. This Director may not deliberate or vote in respect of such contract or agreement and he shall not be counted for purposes of whether a quorum is present. At the next meeting of shareholdersand before any vote in respect of any other resolution, a report must be made on any contract or agreement in respect of which a Director shall have had an interest contrary to that of the Company. The provisions of this paragraph shall not applywhere a Director owns less than five percent of the Company or other entity whose contract or agreement with the Company is submitted for approval by the Board of Directors. 

 

Article 16: The minutes of any meeting of the Board of Directors shall be signed by the Chairman and the Secretary of such meeting.

 

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Copies of or extracts from such minutes or of resolutions signed by all members of the Board shall be signed by theChairman of the Board of Directors or by the Managing Director (if there is one) or by two Directors. 

 

Article 17: The Board of Directors has the widest powers to carry out any acts of management or of disposition that shall interest the Company. All that is not expressly reserved for the general meeting by lawor by these Articles of Incorporation is intravires the Board. 

 

The Board may more particularly, and without the enumeration which follows being in any way exhaustive, make and enter into any contracts and acts necessary for the performance of any undertakings or business that shall interest theCompany, decide upon any contributions, assignments, subscriptions, sleeping partnerships, associations, participation or financial interests relating to such business, receive any sums due and belonging to the Company, give a valid receipttherefore, make and authorise any withdrawals, transfers and disposition of funds, income, debts receivable or securities belonging to the Company. 

 

The Board may take on lease, acquire, dispose of and exchange any immovable property and movable property necessary for its operations, lend or borrow on short or longterm, even by way of the issue of debentures, with or without guarantee, assume any surety undertakings, constitute and accept any mortgage guarantee and otherwise, with or without stipulation of a similar procedure, waive any preferential rights,mortgage rights, avoidance actions and real rights in general; waive, with or without payment, any preferential mortgages or entries, as well as in respect of any orders, registrations, distraints, attachments and other encumbrances whatsoever;discharge all official registrations, all of which with or without payment. 

 

The Board shall represent the Company vis-a-vis third parties, authorities and governments and exercise any actions, both as plaintiff and as defendant, before any courts, obtain any judgments, decrees, decisions, awards and proceedtherewith to execution, acquiesce, compound and compromise, in any event, in respect of any corporate interests. 

 

Article 18: The Board of Directors may delegate all or part of its powers, including the power to represent the Company in its daily business, either to anexecutive committee, whether formed from among its own members or not, or to one or more Directors, managers or other agents, who need not be shareholders in the Company. The Board shall decide the powers and remuneration attached to any suchdelegation of authority. 

 

If authority is delegated to a member of the Boardfor day-to-day management, the prior consent of the general meeting of shareholders is required. Any Director designated as the Managing Director of the Company shall be given all necessary powers as are required for purposes of the daily businessand affairs of the Company. 

 

The Board may also confer any special powers uponone or more attorneys of its choice. 

 

Article 19: Without prejudice tothe performance of the duties delegated, any transaction which binds the Company must, to be valid, be signed by either the Chairman, the Managing Director (if there is one) or by two Directors. These signatories shall not be required to prove tothird parties that they hold the powers under which they are acting. 

 

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Article 20: No contract or other transaction between the Company and any other Corporation or entity shall beaffected or invalidated by the fact that any one or more of the Directors or officers of the Company is interested in or is a Director or employee of such other Corporation or entity. Any Director or officer of the Company who serves as director,officer or employee of any corporation or entity with which the Company shall contract or otherwise engage in business shall not by reason of such affiliation with such other corporation or entity be prevented from considering and voting or actingupon any matters with respect to such contracts or other business. 

 

Alltransactions, deeds and acts between the Company and any shareholder, or with any company which is directly or indirectly controlled by a shareholder, or in which a shareholder has a direct or indirect interest in or a commercial relationship with,shall be carried out on an arm’s-length basis. 

 

Article 21: Subjectto the exceptions and limitations listed below: 

 

(i) Every person who is, orhas been, a Director or officer of the Company shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit orproceedings in which he becomes involved as a party or otherwise by virtue of his being or having been such Director or officer and against amounts paid or incurred by him in the settlement thereof. 

 

(ii) The words “claim”, “action”, “suit” or“proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise, including appeals), actual or threatened and the words “liability” and “expenses” shall include without limitationattorney’s fees, costs, judgments, amounts paid in settlement and other liabilities. 

 

No indemnification shall be provided to any Director or officer: 

 

(i) Against any liability to the Company or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; 

 

(ii) With respect to any matter as to which he shall have been finally adjudicated to haveacted in bad faith and not in the interest of the Company; or 

 

(iii) In theevent of a settlement, unless the settlement has been approved by a Court of competent jurisdiction or by the Board of Directors of the Company. 

 

The right of indemnification herein provided shall be severable, shall not affect any other rights to which any Director or officer of the Company may now or hereafter beentitled, shall continue as to a person who has ceased to be such Director or officer of the Company and shall inure to the benefit of the heirs, executors and administrators of such person. Nothing contained herein shall affect any rights toindemnification to which corporate personnel, including Directors and officers, may be entitled by contract or otherwise under law. 

 

Expenses in connection with the preparation and representation of a defense of any claim, action, suit or proceeding of the character described in this Article 21 may beadvanced by the Company 

 

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prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or Director, to repaysuch amount if it is ultimately determined that he is not entitled to indemnification under this Article 21. 

 

Article 22: The general meeting may allot to the directors and the Statutory Auditors fixed or proportional emoluments and Directors’ fees which shall, if they arise, be entered in the books under theheading of general expenses. 

 

**CHAPTER 4. GENERAL MEETING**

 

Article 23: The general meeting properly constituted representsthe whole body of shareholders. Its decisions are binding on shareholders who are absent, opposed or abstaining from voting. 

 

The general meeting has the broadest powers to do or ratify all acts which concern the Company. 

 

Article 24: The annual general meeting shall ipsofacto convene in the municipality of the registered office on thethird Thursday in April. Should this be a holiday, the meeting will take place on the first working day following, at the same time. 

 

The annual general meeting will hear the statement of the Board of Directors and the Statutory Auditors, vote on the adoption of such report and the accounts and on thedistribution of profits, proceed to make all nominations required by the Articles of Incorporation, act on the discharge of the Directors and the Statutory Auditors, and take such further action on other matters that may properly come before suchmeeting. 

 

Any other general meetings shall be held either at the registeredoffice or at any other place stated in the convening notice made by the Board of Directors. 

 

Article 25: The Board of Directors shall be responsible for calling both ordinary and extraordinary general meetings. 

 

The Board shall be obligated to call a general meeting, to be held within thirty (30) days after receipt of such request, whenever a group of shareholders representing atleast one-fifth of the issued and outstanding shares entitled to vote thereat requests such a meeting in writing indicating the agenda thereof. General meetings may also be called by the Chairman or any two Directors. 

 

Article 26: Ordinary general meetings shall be chaired by the Chairman or, in hisabsence, by a Director or other person appointed by the Board. 

 

The agenda ofordinary general meetings shall be prepared by the Board. The agenda must be set forth in the convening notice for the meeting and no point not appearing on the agenda may be considered, including the dismissal and appointment of Directors or theStatutory Auditors. 

 

The participants in the meeting may, if they deem fit,choose from their own number, two scrutineers. The other members of the Board of Directors present will complete the bureau of the meeting. A record will be taken of those shareholders present and represented, which will be certified as correct bythe bureau. 

 

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Annual general meetings or extraordinary general meetings shall only be validly constituted and may only validlydeliberate by complying with applicable legal provisions. 

 

Notices for generalmeetings shall be given by mail, first class, postage prepaid, to all holders of Common Shares, sent to the address recorded in the Register(s), and posted not later than twenty (20) days before the date set for the meeting. Notices shall be deemedto be given when deposited in the mail as aforesaid. 

 

General meetings, bothordinary and extraordinary, may convene and their discussions shall be valid, even if no previous notice of meeting has been given, on any occasion when all the shareholders entitled to vote thereat shall be present or represented and agree todiscuss the matters shown in the agenda. 

 

A shareholder may be represented at ageneral meeting by a proxy who need not be a shareholder. Written proxies for any general meeting of shareholders shall be deposited with the Company at its registered office or with any Director at least five (5) days before the date set for themeeting; 

 

During meetings, each member of the meeting shall have as many votesas the number of Common Shares that he represents, both in his name and as proxy. 

 

Article 27: The Board of Directors may close the Register(s) of Shareholders of the Company for a period not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for payment of any dividend or thedate for the allotment of rights or the date when any change or conversion or exchange of shares shall go into effect, or for a period of not exceeding sixty (60) days in connection with obtaining the consent of shareholders for any purpose.

 

In lieu of closing the Registers of Shareholders as aforesaid, the Board ofDirectors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders or the date for the payment of any dividend or the date for the allotment of rights or the date when any change or conversion orexchange of shares shall go into effect, or may fix a date in connection with obtaining any consent of shareholders, as a record date for the determination of the shareholders entitled to notice and to vote at any such meeting or any adjournmentthereof, or to receive payment of any such dividend, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of shares or to give such consent. 

 

Only such shareholders as shall be shareholders of record at the close of business on thedate of such closing of the Registers of Shareholders or on such record date shall be entitled to notice of and to vote at such meeting and any adjournment thereof, or to receive payment of such dividend, or to give such allotment of rights, or toexercise such rights or to give such consent, as the case may be, notwithstanding any transfer of any shares on the register of the Company after any such closing or record date. 

 

Notwithstanding the provisions of the foregoing paragraph of this Article 27, the closing of the Register(s) of Shareholders and/or fixingof a record date in respect of determination of shareholders entitled to vote at any such meeting and any adjournment thereof shall be in conformity with the requirements of any exchange(s) on which the Common Shares of the Company may be listed.

 

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Any shareholder who is not a natural person may give a power of attorney to an authorised agent duly authorised for thispurpose. 

 

**CHAPTER 5. TRADING YEAR, ANNUAL REPORT, DISTRIBUTION OF PROFITSAND THE RESERVES**

 

Article 28: The Company’s financial yearshall begin on the first day of December and end on the 30th day of November in each year. 

 

As an exception to the above, the first financial year shall begin on the day of the date hereof and end on the 30th day of November, 1993. 

 

Article 29: Each year, and for the first time as of and for the financial year ended on the 30th day of November, 1993, the Board ofDirectors shall prepare a balance sheet of assets and liabilities and a profit and loss account. The necessary amortisations must be made. 

 

The Board of Directors report shall be annexed to such balance sheet and profit and loss account and these reports and documents shall contain the details required by thelaw applicable to the Company. A copy of all such documents shall be forwarded, at least twenty (20) days before the date fixed for the general meeting to which they are to be submitted, to all shareholders. 

 

Article 30: The favorable surplus on the balance sheet, after deduction of general andoperational expenses, corporate charges and necessary amortisation, shall be the profit of the Company.

 

The net profit thus arrived at, shall be subject to a deduction of five (5) percent, to be allocated to a legal reserve fund; this deduction will cease to be obligatory when the reserve fund reaches one-tenth of theissued stated share capital. Any paid-in surplus may be allocated to the legal reserve or may be applied towards the payment of dividends on Common Shares or to offset capital losses (whether realised or unrealised) or to capitalise the par value ofany free Common Shares. 

 

The allocation of the balance of the profit shall bedetermined annually by the ordinary general meeting on the basis of recommendations made by the Board of Directors. 

 

This allocation may include the distribution of dividends, of bonus shares or of subscription rights, the creation or maintenance of reserve funds, contingencyprovisions, and also carrying the balance forward to the account for the next financial year. 

 

Dividends which may be allocated on Common Shares shall be paid at the places and on the dates decided by the Board of Directors. 

 

The General Meeting may authorise the Board of Directors to pay dividends in any other currency from that in which the balance sheet isdrawn up and make to a final decision on the exchange rate of the dividend into the currency in which payment will actually be made. 

 

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The Board of Directors may also under the conditions laid down by law pay interim dividends in cash or in kind (includingby way of free shares). 

 

Article 31: The general meeting shall hear thereports of the Board of Directors and the Statutory Auditors and shall discuss the balance sheet. 

 

After the balance sheet has been approved, the general meeting shall take a special vote on the discharge of the Directors and Auditors. This discharge is only valid if the balance sheet contains no omission or falsedeclaration which conceals or misrepresents the true situation of the Company, and as to acts made ultra vires the Articles of Incorporation or the law, only if such acts have been specifically pointed out in the convening notice. 

 

**CHAPTER 6. DISSOLUTION, WINDING UP**

 

Article 32: At any time an extraordinary general meeting may, on the recommendationof the Board of Directors, resolve upon the liquidation and winding up of the Company. In such an event, the extraordinary general meeting shall decide upon the method of liquidation and nominate one or more liquidators whose task shall be torealise all movable and immovable assets of the Company and to extinguish all liabilities. It shall, after the discharge and satisfaction of all liabilities, set aside from the net assets resulting from liquidation the sum needed to reimburse theamount of the shares paid up and unredeemed. Once all debts, charges and liquidation expenses have been met, any balance resulting shall be paid to the holders of Common Shares. 

 

**CHAPTER 7. RESTRICTION ON CERTAIN SHAREHOLDINGS**

 

Article 33: 

 

(a) In recognition of the fact that certain shareholdings may threaten the Company with Imminent and Grave Damage (as defined hereinafter), including but not limited tothat arising from adverse tax consequences, a hostile takeover attempt or adverse governmental sanctions, the following restrictions shall apply to all persons who become Shareholders on or after March 10, 1993: 

 

• no Person shall own, directly or indirectly, more than 20% of the outstanding CommonShares unless such ownership shall have been approved in advance by the Board of Directors; 

 

• no U.S. Person (as defined hereinafter) shall own, directly or indirectly, more than 9.9% of the Common Shares; and 

 

• all Shareholders of any single country may not own, directly or indirectly, more than 49.9% of the Common Shares, in the aggregate. 

 

In addition, the Board of Directors may, in its sole discretion, further restrict, reduce orprevent the ownership of Common Shares by any Person or by one or more Persons of a given nationality and/or domiciled in a given country, if it appears to the Board that such ownership may threaten the Company with Imminent and Grave Damage.

 

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(b) For the purposes of implementing and enforcing the terms hereof the Board of Directors may, and may instruct anyDirector, officer or employee of the Company, to do any one or more of the following to the extent deemed appropriate: 

 

(i) decline to issue any shares and decline to register any transfer of shares where it appears to it that such registration or transfer would or might result inbeneficial ownership of such shares by a Person who is precluded from holding shares or acquiring additional shares in the Company; 

 

(ii) at anytime require any Person whose name is entered in, or any Person seeking to register the transfer of shares on, the Register(s) of Shareholders to furnish itwith any information, supported by affidavit, which it may consider necessary for the purpose of determining whether or not beneficial ownership of such shareholder’s shares rests or will rest in a Person who is precluded from holding shares ora proportion of the capital of the Company; 

 

(iii) where it appears to theBoard that any person who is precluded in whole or in part from holding shares in the Company, either alone or in conjunction with any other Person, is a beneficial owner of shares in excess of the amount such Person is permitted to hold,compulsorily purchase from any such shareholder or shareholders any or all shares held by such shareholder as the Board may deem necessary or advisable in order to satisfy the terms of these Articles of Incorporation; and 

 

(iv) decline to accept the vote of any Person who is precluded from holding shares in theCompany at any meeting of shareholders of the Company in respect of the shares which he is precluded from holding. 

 

(c) Any purchase pursuant to subsection (b) above shall be effected in the following manner: 

 

(i) The Company shall serve a notice (hereinafter called a “Purchase Notice”) upon the shareholder or shareholders appearing inthe Register(s) of Shareholders as the owner of the shares to be purchased, specifying the shares to be purchased as aforesaid, the price to be paid for such shares, and the place at which the purchase price in respect for such shares is payable.Any such notice may be served upon such shareholder or shareholders by posting the same in a prepaid registered envelope addressed to each such shareholder at is latest address known to or appearing in the books of the Company. The said shareholdersshall thereupon forthwith be obliged to deliver to the Company the share certificate or certificates representing the shares specified in the Purchase Notice. Immediately after the close of business on the date specified in the Purchase Notice, eachsuch shareholder shall cease to be the owner of the shares specified in such notice and his name shall be removed from the Company’s Register of Shareholders. 

 

(ii) The price at which the shares specified in any Purchase Notice shall be purchased (herein called the “purchase price”) shallbe an amount equal to the lesser of (A) the aggregate amount paid for the shares (if acquired within the preceding twelve months from the date of any such Purchase Notice) or (B) in case the shares of the Company shall be listed on any exchange orotherwise quoted in any market (including, but not limited to, the National Association of Securities Dealers Automated Quotation System in the United States), the last price quoted for the shares on the business day immediately preceding the day onwhich the notice is served, or if 

 

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the shares shall not be so listed or quoted, the book value per share determined by the auditors of the Company for thetime being on the date as of which a balance sheet was most recently prepared prior to the day of service of the Purchase Notice; provided, however, that the Board may cause the amount calculated under clause (B) hereof to be paid in situationswhere clause (A) would otherwise apply and would result in a lower purchase price if the Board determines that inequities would otherwise result after taking into account the following as to any such shareholder so affected: (1) length of time theaffected shares were held; (2) the number of shares so affected; (3) whether such shareholdings would have resulted in Imminent and Grave Damage to the Company and the circumstances relating thereto; and (4) any other situations or circumstanceswhich the Board may legally consider in making such a determination. 

 

(iii)Payment of the purchase price will be made to the owner of such shares in U.S. Dollars except during periods of U.S. Dollar exchange restrictions (in which case the currency of payment shall be at the Board’s discretion) and will be depositedby the Company with a bank in Luxembourg, the United States or elsewhere (as specified in the Purchase Notice) for payment to such owner upon surrender of the share certificate or certificates representing the shares specified in such notice. Upondeposit of such price as aforesaid, no Person interested in the shares specified in such Purchase Notice shall have any further interest in such shares or any of them, or any claim against the Company or its as sets in respect thereof, except theright of the shareholder appearing as the owner thereof to receive the price so deposited (without interest) from such bank upon effective surrender of the share certificate or certificates as aforesaid. 

 

(d) For the purposes of this Article 33, any Person holding shares in its name solely asdepositary or nominee in the ordinary course of its business and without any beneficial interest therein shall not be deemed to be a holder of such shares, provided such depositary shall disclose the name and particulars of the beneficial owner ofsuch shares immediately upon request by the Company. 

 

**CHAPTER 8.DEFINITIONS**

 

Article 34: For the purpose of these Articles ofIncorporation: 

 

(a) An “Affiliate” of, or a Person“affiliated” with, a specified Person, is a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. 

 

(b) The term “Associate” used to indicate a relationship with any Person, means (i)any corporation or Organisation (other than the Company or a subsidiary of the Company) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of ten (10) percent or more of any class of equity securities,(ii) any trust or other estate in which such Person serves as, trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a director orofficer of the Company or any of its parents or subsidiaries. 

 

(c)“Imminent and Grave Damage” shall have the meaning given thereto under the Luxembourg Company Law of August 10, 1915, as amended. 

 

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(d) “Person” means any individual, firm, corporation or other entity, and shall include any Affiliate orAssociate of such Person and any Group comprised of any Person and any other Person with whom such Person or any Affiliate or Associate of such Person has any agreement, arrangement or understanding, directly or indirectly, for the purpose, ofacquiring, holding, voting or disposing of Shares. 

 

(e) “Subsidiary”means any corporation with respect to which the Company beneficially owns securities that represent a majority of the votes that all holders of securities of such corporation can cast with respect to elections of directors. 

 

(f) “U.S. Person” means (a) an individual who is a citizen or resident of theUnited States; (b) a corporation, partnership, association or other entity organised or created under the laws of the United States or any state or subdivision thereof; (c) an estate or trust subject to United States federal income tax withoutregard to the source of its income; (d) any corporation or partnership organised or created under the laws of any jurisdiction outside of the United States if any of its shareholders or partners are, directly or indirectly, U.S. Persons as definedunder clauses (a) through (c) above; (e) any trust or estate, the income of which from sources without the United States which is not effectively connected with the conduct of a trade or business within the United States is not inclusive in grossincome for United States Federal income tax purposes, with respect to which there is a beneficiary which is a U.S. Person as defined under clauses (a) through (c) above; or (f) any corporation organised or created under the laws of any jurisdictionoutside the United States, any of the outstanding capital stock of which is subject to an option to acquire such stock held directly by a U.S. Person as defined in clauses (a) through (c) above, and “United States” and “U.S.”means the United States of America, its territories, possessions and areas subject to its jurisdiction. 

 

(g) References to “dollars”, “U.S. dollars” or to “cents” shall mean the currency of the United States of America. 

 

(h) References to “free” shares shall be to Common Shares issued pursuant to the terms hereof without cash consideration, e.g., inthe case of share dividends. 

 

**CHAPTER 9. MISCELLANEOUS**

 

Article 35: In any case not governed by these Articles ofIncorporation, ordinary and extraordinary general meetings of the shareholders of the Company shall be governed by the Luxembourg Company Law of August 10, 1915, as amended. 

 

In the event that any one or more provisions contained in these Articles of Incorporation shall, for any reason, be held to be invalid,illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Articles, and the Articles shall be construed as if such invalid, illegal or unenforceable provision were notcontained herein. 

 

Article 36: In the event that Stolt-NielsenTransportation Group Ltd. (or any entity controlling, controlled by or under common control with said Stolt-Nielsen Transportation Group Ltd.) no longer owns at least thirty-three and one-third percent (33 1/3%) of the Common Shares of the Company, the Company shall, if requested by said Stolt-Nielsen Transportation GroupLtd., immediately take steps to change its corporate name (and any service mark(s)) so that the word “Stolt” no longer forms a part thereof. 

 

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**CHAPTER 10. TRANSITIONAL PROVISIONS IN RESPECT OF CLASS A SHARES**

 

Article 37: Class A Shares are non-voting shares and, except as set forth below inthis Article 37, shall be entitled to only those rights as are granted by applicable law. 

 

The holders of any issued Class A Shares shall be entitled to any notice of general meeting in accordance with the provisions of Article 26, paragraph two hereof. 

 

In the event of issuance of Class A Shares, at the time of payment of any dividends, thepriorities of payment of dividends set forth in Article 30, paragraph four hereof, shall be modified to read, and shall be construed, as follows: 

 

• ten percent (10%) of the par value thereof (i.e. U.S. $2.00 per share) to Class A Shares as a preferred dividend; 

 

• U.S. $0.20 per share to Common Shares ; and 

 

• thereafter, Common Shares and Class A Shares shall participate equally in all furtheramounts. 

 

In the event of issuance of Class A Shares, at the time of aliquidation of the Company, the priorities set forth in Article 32 shall be modified to read, and shall be construed, as: 

 

• Class A Shares to the extent, if any, of accrued, unpaid and preferred dividends on such shares, and thereafter ratably to the full aggregate issuance pricethereof; 

 

• Common Shares ratably to the extent of the par value thereof(i.e. U.S. $2.00 per share); 

 

• Common Shares ratably to the fullaggregate issue price thereof; and 

 

• thereafter, Common Shares and ClassA Shares shall participate equally in all remaining assets. 

 

This Article 37and all of the rights granted to the Class A Shares hereunder shall expire, without any further action of the Company, on December 31, 2010. 

 

*These articles of incorporation are worded in English followed by a French translation and in case of any divergence between the English and the French text, theEnglish text shall prevail.*

 

*********FOLLOWS THEFRENCH VERSION:*********

 

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