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ISLANDS
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THE INTERNA·TIONAL BUSINESS COMPANIES ACT

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:C~RTIFICATE.OF INGO~!UTlON
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No. 658379

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Registrar of Corporate A'Ll~rB,

oft~~a7i!:r~t~sjL. virgin Islands ,HEREBY CERTIFIES
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pursuant to tbe

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STANHOPE INTERNA·.h9~~HOL~.rhD.
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baving been
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is incorporated in the Briti\s~:y~gin ~@ft! ag~.~;;'J;n7ernationa1. Business
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Company this 25th day of May" 2005.

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 Register of Members and Share Ledger

Company: I Stanhope International Holdings Ltd.
Name

FUrrlessia Holdings Limited

ProfeSSion:

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B Church Slreet.
P.O, Box 781,
SI Helier,
Jersey C,I, JE4 OSG

Address

le/Passport number

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Nationality

Compar.y number 81267

PI<lce of

Class of share

Current holding:

Denomination:
US01.00

Ordinary

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____<------Je_r_s_e_y_ _ _ _ _~
Jersey

incorpt"Jr~tion

Date entered as a member'

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Date ceased to be a member:

12,Oct-2005

100

Shares acquired
Date of acq uisition or
transfer

Number of
shares
acqUired

Certificate
number

Distinctive
numbers of
shares

Amount
payable (partly
paid shares)

Shares disposed

Notes

(see shares

transferred)

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i2-0ct-2005 /

100

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100.00

Nil

Nil

Allotment
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Shares transferred
-oale ollransfer
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Total Nommal
Value
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Transferee
___

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Register of Directors and Secretaries

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Company: Stanhopo International Holdings Ltd.

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1-,_ Name and c:l:<ristidn names
1
Aliases
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Anne H<lns.en

NR!CiUINlHN numher;

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PaS$port number:

~~~~~______________-+~~ __~ N' '~' ' '~ o.;;;;.h~Citi''"
Executive Director ana ,",aRsunam

MOles:

PositIOn:
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~_"'Oi"",::o:':;h:":;:~'L-

name~'

Aliases
Usual resldcnha! addM$S

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DllIteoibirttl'

23-Oct-1952

Da\" of appointment-

25--May~2005

oale cf resignatJ~l

I' Director

PartlOJlars of other

Name a"ld cIlnslian

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s.c, Mexico

BuSiness. occupahon:

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21)000111$, Politimuteren I Vejle

=.'""'0".C.7,,-0-,

-Ca-II.-S~xtaCyc-:;MC.CcOt.c'=ucm=••cU"".o;t~."z~.~,-.,"..
22800 Ensenada

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Minute

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_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _-l

PaSSflol1 nl.lmbtfl,
-

8 Shepherd Market, suite 24
Mayfair
. London WlJ 7JY
UnlMd Kingd{)fn

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NRlCfUINIFJN number:

Tone Kva.stad
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Natiollal,ly:

21350615 Olso Politi district
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. Norwegian Citizen

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Bustness uccupatiol),

Dat~

01 birth

4·May~19S3

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Nolos:

Date of appo!l'!tl'I1cnr

Pos,tIOl"l;

Oate of lesignatlo,r

PartiClIlii!s of otfl(lI
dlrcctOfshlps:
~-~-

Date prjnted: 6 April, 200':1

I'

2S-May-2005

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MiooJte: ,
MI11lde

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 Register of Directors and Secretaries
Company: Stanhope International Holdings Ltd.

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[~ N<'lfl'le and christian names
~

Soeren Abraham Soerensen /

"T ~-NRICJUINIfIN

Uthl.11 residential

adaress~

Monkey River Estate,

Nationality'!

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Toledo.
&I17e

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Busmessoccup<lilcll

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ManajJ$(

-- -

_

--

DateOfbi;1hj-3.M~_1961

"",01 'Pp.<rtm""'

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2 <-Ma"2005

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Date of f(lsignatiOfl,

Position' Director

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Bellzean Cffi~n

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P\1S5po1 numb&~2803S8, Belize

AI!OlSeS

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dmdQr:shlp$>'

_Name alltct ctn'>tum

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nan,w"l uila Mehlum

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Ahasesl

-~U~ual m&idel1jiaj add!'ess

Monkey River Estate,

Toledo,
S$lize.
BUSiness tlGC\lpatiO<l:

Notes:

N.RIC!UIN/flN flumner,

p"""n "mo" 1- 'OS·.674. O"~-Na\1(.H'\lIlrty,

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No~ian

Dale of resignatlOrr

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Citizen

Oaleofbirttr 11.Jan_,S54
Dale ..! appuimm~nt

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Olfectorshlps: i

Date printed. 6 April, 2009

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~~!~_"'~ta-'~__~_~___~_~~__~_~-t

Position: Oirector
PartiCulars nl nlner

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25-Mav-'-o-o-s---

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 Register of Directors and Secretaries

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Company: Stanhope International Holdings Ltd.

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----

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- -

Name and chnstieln name11:

--

Aliases

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Passport ntlrnl'xw

----

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NRiCJUINlFIN ncmber

Knud Hanson '
---

1OO226025,6&lize

-~---

Usual resiaoolml address' CaHe Septimn 13738

~---

Nafionahty., Danish Citizen

Zona Centro, Sueomal
8810 Ensenada

!'!C, Mexico

Oosiness o,cI.I;:mI100.

--~-

Date

COnsultant

(I( birth.

20.Feb·1SS4

-

2S-May-2006 ,"

Dale.of appOO1tmeot

Notes:

-

-

POSltlOO

--

Date ef resignatKm

OittN;tor
---

~~--

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Minute;

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Mir1t.l~'L

P,ntiCUfars of ottte<dimdoH;hips
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Name.'
Addles~

NWT Nomineu Umjted

----

,

-

f--------

Winterbotham Place, Malborough & Queen
StrHt$, P.O, Bo.: N"7523

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NRK')lJINfFIN fltlmt;l!ar.-]-

N.,,,,,,,,"

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Nassau,
Bahamas
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Bm.lf\C$S'

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Corporation

f\fOt€s.

Date of incO(pOfation:

1B-Jul-1991

Oate of appol<1lmefll:

12.()ct.20()5

,

M1nute.j
-

Position-

secrotary
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/

oate 01 rnslgMtmn'

21-Nov-200S

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---

Minute.

I

PartiCUlars of ether

--- -

dlrectorshlps:
:c

Date printed: 6 April, 2009

___

..

-

I

 Register of Directors and Secretaries
Company: Stanhope International Holdings Ltd.

,---

Name:

Address

Main Swet Management Umited

NRIC/UJNJrtN number:

./

-

Nal1onahty-

Omar Hodge Building.

!

WJekams Cay 1
p.a. Bol( 362

I

Road town. TQrtola
British Virgin Islands
-

Business:

Date cl IncorpOfatiOfL

Corporation

I-- .

.-

~

----

if

.~~.

PoSition:
Partiollats of other
oilm;\or5hip,;;

...

Dale of <'Ippnlnlment

Notes:

f-~-.

Secretary

Dare Of fell'gnatinn:

21·Nov-200B

/

-

Minute
Mmut~:

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Date prinle<J: 6 April, 2009

 STANHOPE I"TERNATlONAL HOLDINGS LTD.
(".he Company")
MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF THE
_.~_.. _ _ _-'CO_M~PANY, HELD ON II fr. OCTOBER, 2005
NOTICE'

Notice of this meeting was waived by an persons entitled
thereto.

PRESENI:

Mrs Anne HANSEN, Mrs Tone KVAESTAD and Mr. Knud
HANSEN, being the majority of .he members of the Board of
Directors.

CHAIRMAN:

Mrs Arme HANSEN was elected Chainnan of the meeting.

SECRETARY:

Mrs, Tone KV AESTAD was elected Secretary ofthe meeting.

INCORPORA TlON: The Chairman laid before the meeting a copy of the
~emoralldum and Artic1es of Association of the Company and
presented the Certificate oflncorporution.
DIRECTORS:

The fo-nn of appointment of Directors signed by the Subscriber
was produced to the Meeting.

SECRETARY:

It was resolved that NWT Directors Limited be and bereby is
appointed Secretary of the Company.

REGISTERED
OFFICE:

Lt was reported and cOllfinned that the registered office ofthc
Company be situated at 3rd Floor, Omat Hodge Building,
Wickhams CayJ, PO Box 362, Road Town, Tortola. RV.1.

SEAL:

It was resolved that the Common Seal produced to the Meeting

(an impression of which is affixed below) be and it is hereby
adopted as the Common Seal of the Company.
CORPORATE
DOCUMENTS:

It was resolved that the books, records and minutes of the
Company may be kept anyv.'here in the world.

SHARES:

It was resolved that the Company be and hereby is authorised
to issue, for value received, share certificate No,l, in the name
of Fumessia Holdings Ltd for 100 shares with a par value of
US$l,OO each.
•

There being no further business the Meeting then terminated,

~+tI1
.
~
.1

AnneH

(2L~~ __ ~._._
Tone KVAESTAD, Secreta

 ?(

(hi

if makes or maintains pfOftssion:i1 <'conlact \Htn solicitors, harrisfers., fu.~CQuntants:, b00kkccp(:rs, trust
cOlllpllnies, administration companies, iny(:S!menl advisers 0( mller similar persons. carrying (If]
busincs5 \Vltilm trK llri!lsh V(rgll1 Islands:

(c)

11 prepares ur maintains books and records within the British Virgin blands;

(d)

il hukb, Wlthm Ihe Bli!iA1 V irgm blands, mCl.:tings of iTS olrec!ors Or memhers;

:,n

11 holds a !caSC of IlI'or",'ny fm IN: as an office [mm which to ('nmmun;C:bte \\-lIh members 01' wheT'':
b()oh mm rtcoros 1)1' llu: Company arc pn:pilred or maintained:

i.f)

it hold.::. Sh:IICS, ddJl noligmi'Plls or 0lhef
tbe C(>mpm:ies Act: Ilr

tf'J

sh,)!Y's. ,k'b: c.t>liga!Jun., or uther ~;>cufi{ie;, in the Company :Ire owned by ilny person T<!Sldt"nl m the
Hrithh Virgin hl;Hld;, Pr b) .my company illtXlFporatcd umkr tlK' Act or untltr Ihe C()mp4nu:~ lICL

The 1l'llhorl.:<:d

I:ad, P,I1'
'-'

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;.eCtJrili(:~

in a company iw.::orpordtf!d under this Ac! or under

~har(: cap!I",1 of the Company I:; USS50JlOn.OO dj, idt-yj into 50.000 ordlfk1fY "Imes of USSl .00
with one "uto: fnr .:ach :;h;lr,',

Tt-;;> ,1in~ .. lms of the COfnp:HI: ;IT uulhOflll'd !o fix hy n:~(lhJti\)n lilt' des.ign<ltio!is. POWtfS. prefcf~'n(;eS, rildlt~,
lj:.wlilicallolls, limitations. and n>(fktion~ or cach ('kiss tind sent'.'. nf shares lhul rll<; CDmpany is authOrized 10
1'i.';HC.

Ht

11.

All or tile Compuny's aUlhnnzed sharcs :ife to be is~ued as registered shares and may not he c.\changtd for
hcma .shan·s
'I he Company mily a:n<:nd its Memorandum of

A~S(~latioll

and Artidc;, of As.S(x"i<llion hy a r(:solu;,on nf

lll(:mhch (,r hy a n:tn:IJ!lon of t1ircclufS.

12.

The

ll1eiHlifi<-~;;

pf '.I<ords in thi;; \1emorandum 0f Asmcialion arc w. drfirr.'d in the Ar!lde:. 01 Ass(l<;:!<lti,m

<tnt!c\cd herelO

\Ve. C;lfihbean Corpmale ServlCC:S Limited, of [~\lad Town, ·bflnlil, BritL~h Virgm h!and~, for Iht' purpost';, (lf
in..:orpnratillg anlnterrlariollal Business Company under [he laws of tOe British Virgin Islands hereby subscrit>e our n:linc
to Ihis Mcmonmdum on this 251h day of May, 2005 in the presem:c of

..

~..

Kcren Frett

for Caribbean COrpOf'4k' Set"i"..'!> '.united
Subscriher

!
!

~-

Rna Town. Tonola
British Vlrgln bJands

,

 STANHOPE INTERNATIONAL HOLDINGS LTD.
("the Compauy")

MlNL'lES OF MEETING OF THE BOARD Or DIRECTORS OF THE COMPANY, HELD
ON OCTOBER 23'" 2005

NOTICE

Notice ofthis meeting was waived by alJ persons entitled thereto_

PRESENT

Ms. Tone Kvaestad_ Mr. Knud Hansen and Ms Laila Mehlum being the
majority of the members ofttle Board of Directors,

CHAIRMAN

Mr Knud Hansen was elected Chairman of the meet:ng.

SECRETARY,

Ms_ Tone Kvacstad was elected secretary of the meeting

TRANSfER OF
SHARES

It WAS RESOL YEO 10 tnmsfcr 0,01 % of the shares (1 share) in each
of the subsidiaries to be established in Belize to ilrnntford Development

Corp_
ACQl:IREMENT
OF SIlARES

It WAS RESOLVED to acquire 0,0 l % of the shares (1 share) in the
company Traders Ilome Ltd_

ACCEPTANCE

It WAS RESOLVED to ac-ecpt an appointment as director in the 2
sub~idiaries to be es.tabllshed in Belize,

Al :TlIORIZA TION It WAS RESOLVED to authorize Mr. Den:'.k COllrtenay to appoint one or
more representatiYes to reprc:-.ent lhe Company at Board !\·icctings Of issue
Written Resolutions in the 2 subsidiaries. to be established in Belize for a
period of maximum 1 (one) yot-ar in particular but not li mtted to the
execution of the deeds. loan agreements and otber instruments in relation
w
to purchase of properties in Belize according to OfieI dated the 14 of
October 2005,

It WAS FURTHER resolved to authorize Mc Derek Counenay to appoint
one Of more representatives to represent the shares of Stanhope
International Holdings Ltd. in relation to appointment of directors in lhe 2
subsidiaries to he establjshed
WAS RE SOL VEl) to authorize th.e company secretary NWT Dirt.'Ctors
Ltd_ or Tone K... aestad for and behalf of the DirC\.,1.ors uf the Company lO
authorile the law-yer Mr Derek Courtenay according to the above

[t

resolutions_
There being no further business the ~'leeting then tcrminated

Wlb=-

 STANHOI'E INTERNATIONAL HOLDINGS LTD.
("the Company")
MJNUTES OF THE FIRST MEETlNG OF THE BOARD OF DIRECTORS OF THE
COMPANY, HELD ON 12'" OCTOBF£, 2005
NOTICE:

Notice of this meeting was waived by all persons entitled
thereto.

PRESENT:

Mrs Anne HANSEN. Mrs Tone KVAESTAD and Mr. Knud
HANSEN, being the majority of the members of the Board of

Directors.
CHAIRMAN:

Mn; Anne HANSEN was elected Chairman of the meeting.

SECRETARY:

Mrs. Tone K VAESTAD

"'AS eleeted Secretal)' of the meeting.

lNCORl'ORATION: Tbe Chairman laid before the meeting a copy of the

Memorandum and Articles of Association of the Company and
presented tbe Certificate oflncorporation.
DIRECTORS:

The form of appointment of Directors signed by the Subscriber
was produced to the Meeting.

SECRETARY:

It was resolved that NWT Directors Limited be and bereby is
appointed Seeretal)' of the Company.

REGISTERED
OFFICE:

It was reported and confinned that the registered office of the
Company he situated at 3"' Floor, Omar Hodge Building,
Wickhams Cayl, PO Box 362, Road Town, Tortola. B. VJ.

SEAL:

It was resolved that the Common Seal produced to tbe Meeting
(an impression of which is affixed below) be and it is hereby
adopted as the Common Seal of the Company.

CORPORATE

DOCUMENTS:

It "lIS resolved that the books, records and minutes of the
Company may be kept anywhere in the world.

SHARES:

It

was resolved that the Company be and hereby is authOrised
to issue, fur value received, share certificate No.t, in the name

of Fumessia Holdings Ltd for 100 shares with a par value of

USSLOO each.
There being no further business the Meeting then tcnntnated.

~....

.._'.-

Ann. HA. S .,N, Chairman

 STA!'.1l0PE INTERNATIONAL HOLDINGS LTD.
("the Company")
MING,ES OF MEETlNGOF THE BOARD OF DIRECTORS OF THE COMPANY,HELD
ON OCTOBER 14fu 2005

NOTICE:

Notice of this meeting was waived by all persons entitled thereto~

PRESE~.

Mr. Knud HANSEN, Mrs. Tone KVAESTAD aud Mrs. Laila MEHLUM
being the majority of the members of the Board of Directors,
Mr. Knud HANSEN was elected Chairman of the meeting

SECRETARY:

Mrs. Tone Kvaestad was etected secretary of the meeting

PURCHASE OF

It 'AfAS RESOLVED to make an offer for purchase of land for we in
Belize as advertised by The Development Finance Corporation on the 29th
of September 2005.
The land consists of
Total 271 acres of land divided in 2 pat1s 200 acres and 77 acres
The offer price shall be between US$ 380,000 to US$620,OOO (American
Dollar Three Hundred and Eighty Thousand to Six Hundred and Twenty
Thousand)
The offer will be based on the following calculations:
T ota1 277 acres with:
121 acres with bananas price between US$3,OOO 5,000 per acre.
156 acres US$loo per acre.

277 ACRES OF

LAND:

It WAS RESOLVED that the title holder 'hall be a subsidiary to be
established in Belize.
it WAS RESOL YED to authorize the company secretary N\VT Directors
Ltd. or Tone Kvaestad for and behalf of the Directors of the Company to
instruct the lawyer ML Derek Courtenay to make the purchase offer to
The Development Finance Corporation and to negotiate the best possible
price.

PURCHASE OF

625 ACRES OF
LMTI.

It WAS RESOLYED to make an offer for purchase of land for sale in
th
Belize as advertised by The Social Security Board on the 29 of
September 2005.
The land consists of:
Approximately 625 acres of land of land and buildings, erections and
developments standing or being thereon including plants and equipment

being theroon.
The offer price shall be between lJSS615,OOO to USS1,OOO,OOO(Arnerican
dollars Six Hundred and Fifteen Thousand to One Million).
The olTer will be based on the following calculations:
Total 625 acres with:
191 acres with bananas price between USS3,OOO - 5,000 per acre
434 acre-s US$100 per acre.
It WAS RESOL YED that tbe title holder shall be a subsidiary to be
pd~hli~hN1

in Rf'li7('

 It WAS RESOLVED to authorize the company secretary NWT Directors
Ltd" or Tone Kvaestad for and behalf of the Directors of the Company
instruct the lawyer Mr. Derek Courtenay to make the purchase offer to
The S(x"1.al Security Board and to negotiate the best possible price,

ESTABLISHMENT It WAS RESOLVED to establish two subsidiaries in Belize with the
OF

SUIlSIDIARlES:

purpose to be title holder of the total of 902 acres ofland and ofland
to be tor sale in the filturc,
It WAS RESOL YED to authorize the company secretary hTWT Directors
Ltd. or Tone Kvaestad for and behalf of the Directors of the Company to
sign all documents relating to the establishment of the subsidiaries in
Belize including to authorize the lawyer Mr, Derek Courtenay to establish
the subsidiaries and to issue and sign all documents in relation to the
purchase of properties described above_

There being no further business the Meeting then terminated,

Knud HANSEN, Chairman

@~~~-~---~~

Tone KVAESTAD, Secret

 low
STANHOPE INTEIUIiATIONAL HOLDINGS LTD.
("the Company")
MINIJTES OF MEETING OF THE BOARD OF DIRECTORS OF THE COMI'ANY, HELD
ON OCTOBER 14· 2005

NonCE;

Notice of this meeting was waived by all persons entitled thereto,

PRESENT

Mr. Knud HANSEN, Mrs, Tone KVAESTAD and Mrs LailaMEHLliM
being the majority of the members of the Board of Directors.

CHAIRMAN:

:Mr. Knud HANSEN was elected ChaIrman of the meeting.

SECRETARY:

Mrs. Tone Kvacstatl was elected secretary of the meeting

AUTHORLZATlON: Further to the previous the resolutions of to day concerning purchase of
277 acres and 625 acres ofland IT WAS RESOLVED to authorize Tone

Kvaestad to make the offer for purchase and further to authorize Tonc
K vaestad to instruct Iohannes Grove~Njelsen to make the offer for
purchase as she in her sole discretion thinks fit.
IT WAS CONFIRMED that the purchase price to be offered is as of the

previous resolutions of today

There being no further business the Meeting then terminated.

 _.J
STANHOPE INTERNATIONAL HOLDINGS LTD.

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE COMPANY
HELD BY TELEPHONE LINK·UP ON JANUARY 25'" 2006 AT 1:00 P.M.

Present:

Laila Mehlum (In the Chair)
Soercn Soerenscn

Tone Kvaestad
KnudHansen
ArmeHansen

The Chairman informed the meeting that an associate company, Traders Home Limited (the
"Borrower"), was proposing to procure a term loan in the sum of US$2.000~OOO (the "Term
Loan Facility") from The Belize Bank Limited (the "Bank'). The Chainnan explained that

the Tern} Loan Facility would be used by the Borrower for the purcha"iC of certain parcels of
land (the "Properties") more particularly described in the facility letter agreement to be
entered into by the Borrower, the Company and the Bank (the "facility Letter
Agreement"),and the acquisition of certain assets associated with the Properties.
The Chairman further explained that under the terms of the Facility Letter Agreement, the
Company along with its parent company. Fairbank Cooper & Lyte Ltd .• its associate,
Brantford Development Corp. and the Borrower would be required to provide certain
security documents in order to secure the Tean Loon Facllity (the "Security DocumeI1ts'l
In this regard, the Chairman circulated copies of the draft Facility Letter Agreement and the
Security Documents which would be required fmm the Company namely a first priority legal
mortgage for the benefit of the Borrower and in favour of the Bank over the 1 share it owns of
the issued share capital of the Borrov.w.

After due and careful oonsideration IT WAS RESOLVED IlIAT:
1. the Company be and is hereby authorized to enter into the Facility Letter Agreement with
the Bank and to provide the Security Documents to the Bank;
2. the Facility Letter Agreement, the Security Documents, the Guarantee and any future
amendments thereto which are deemed necessary by the directors of the Company in
order to secure the Term Loan Facility fmm the Bank be and are hereby approved;
3. any two directors or alternatively any aGe director and the Company Secretary be and are
hereby authorized to execute the Facility Letter Agreement and the Security DOClUnents

for and ou behalf of the Company and to apply the company seal thereto;

 -...J
4. any two directors or alternatively, anyone director and the Company SecretaJy, be and

are hereby auiliori2'.ed to execute any other dQCuments~ make aU arrangements, and do all
further acts and things reasonably necessary to effect the abovementioned resolutions;
S. any two directors or alternatively, anyone director and the Company Secretary, be and
are hereby authorized to issue a Power of Attorney to Apex Ltd. to execute the Facility
Letter Agreement and the Security Documents fur and on behalf of the Company and to
apply the company seal thereto;
6, any two directors or alternatively, anyone director and the Company Secretary, be and

are hereby authorized to issue a Power of Attorney to Apex Ltd. to execute any other
documents, make all arrangements. and do all further acts and things reasonably
necessary to effect the abovementioned resolutions; and
7. any actions of any director or officer of the Company taken prior to this authorization, in
order to effect the abovementioned resolutiom; be and are hereby adopted and ratified.

__.rff~ __
Chainnan

 MINUTES OF A MEETING OFTRE 1lOARJ) OF DIIIECTORS OF TIlE
COMPANY HELD BY1ELEPIIONE Ll~iK·1JP ON JANUARY 19, 2006.

Present

Laila Mehium

(In the <bait)

Soeren Soctcmen

Tone Kvaestad
Knud Hamen

AnneHan&en

- - -.....

~---------

TheChairman infulIDoo the meeting that Bannna Farm 9 & 10 Limited (the "Borrower"),
a s:ubsidi:a1y of the Company was proposing to procure an overdraft facility in the sum of
US$100.000 {the "Overdraft Facillty")J.nd a. term loon in the sum ofUS$1.300,OOO (the
"Term Leart Facility") from The Belize Bank Limited (the "Bank")' It is intended that
the Ownl!aft Facility would be used to provide wotking capital for the BorTtlWi.>l' and the
Term Loo.n Facilit}' would be used lOt the purehruw of' certain parcels of land more
particularly dewci.bed in the fiaciU~ tetter agreement tu be entered into by the Borrower,
the Company and the Bank, among others (the "Facility Letter Agtt;ernenf") and the
acquisition nf certain assets IlSSOciated with the operation of the farms previously located
on such parcels of land.

The OIairman further explained that under the term.>; of the Facility Letter Agreement, !:he
Company along with the BCUTI;)wet; Btantfut"d Devt!lfopme:rrt Cotp. C'Brantford") and
FUflltml8 Holdings Limited (",Fumessia"" wuutd be requirOO to provide certain ~
documents in o.rde1' to sec:um the Banking Facilities (the "Sec\1rity Documents"}.

In this regard. the ChaiIDllln circulated copies oftbe dnlft Facility Letter AgU!<ement and
the Security Dmruments wbiclt would be required from tbc Company namely:

1.

A fmt priority legal mortgaae to be gnutted by the Company fur the benefit of the
Bomrwer wd in fkwur of tht Bank: (Mt the 9,999 slmn:& of the Borrower held by
the Company; awl

2.

a cotpOmte gwuantee to b:: issued by fue Company in the Bank's ~ ibnn, for,
the benefit of the Borrower and in favour of the Bank, covering an dclml and
liabill.ties c;wed by the BotroM( onellor Bratltfurd to the Bank: under the Facility
l....ette£ Agreement and the Security D~~

After due and ~ consideration IT WAS RBSOLVJ3D ntAT:

 1. the Company be and is hereby an1imriz:ed to enlCl' into the l"aeilityLeuet Agreement 'With 1he
Banle: Md to provide the Seeurily Documents to the Bank:;
2,

the Facility Lettet Agreement and ScwriW Documents and any future amendments thereto
'Which are deemed neetmuy by the din::;ctCrl otthe Company in Older to secure the Overdraft
Facility and the Term Loan Fttlility from the Bank to the Borrowers be artd are hereby
approved;

3. any two directors or a1temative1)' any one director and the Company Secretary be and ve
hereby authorlzcd co execute the Facility Ld:ter Agreement and the Security Documents for
and on behalf oftho Company and tu apply the company seal thereto;

4. any tv.'O directors 01 alternatively. My one director and the Company Secretary, be and are
nemby autborV.ed to exewte any other doc:uments, make all ammgemcn:1&. and do all funner
acts md things reasonably ~ to efk(;t the abovementioned retoluuons;
5. any two directots or alternatively, any CM director and the Company Secmary, be and Am
hereby authorized to issue a Power of Atmrttey to ~ex Tnut Corpomtioo Ltd. to execute the
Facility Letter Agreement and the Security Document! for and on behalf of the Company and
to apply the ~ seal thereto;
6. any two directors or alternatively. anyone dita1tor Md the Company Secretwy, be and am
hereby authori7.ed to issue a Power of Attorney to Apex Trust CorpomtlOn Ltd. to ~
any other documents, make all IIt't1utgemmts., and do all further acts and things reasonably
the ahovementioned te!lolutions; and.
necessary to

moot

7. a.ny actions of any director or officer of the Company taken prior to this autitGrization, in
order to effect the abovementilmed resolutiom. be and are hereby adopted and ratified.

Laila Mehlum. Otairman

Tone K\U$fad. Director

Knud Ransen, Director

 STANHOPE INTERNATIONAL HOLDINGS I~TD.

MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE
COMPANY HELD BY TELEPHONE UNK-Ul' O!ll JANUARY 29,2006.

Present:

(In the chair)

Laila Mehlum
Soeren Soerensen
Tone Kvacstad
Knud Hansen
Anne Hansen
- -..

--~~.~

...-

..

~

...

~-

--

...

The Chairman informed the meeting that Banana Farm 9 & IQ Limited (the "Borrower"),
a subsidiary of the Company was proposing to procure an overdraft facility in the sum of
U8$100,000 (the "Overdraft Facility") and a term loan in the sum of US$I ,300,000 (the
"Term Loan Facility") from The Belize Bank Limited (the "Bank"). It is intended that
the Overdraft Facility would be used to provide working capital for the Borrower and the
Tenn Loan Facility would be used for the purchase of certain parcels of land more
particularly described in the facility letter agreement to be entered into by the Borrower,
the Company and the Bank, among others (the "Facility Letter Agreement'») and the
acquisition of certain assets associated "kith the operation of the fanus previously located
on such parceJs of land.
The Chairman further explained that under the terms of the Facility Letter Agreement, the
Company along with the Borrower; Brantford Development Corp. e'Brantford") and
Fumcssia Holdings Limited ("Furnessia"), would be required to provide certain security
documents in order to secure the Banking Facilities (the "Security Documents").

In thiS regard., the Chairman circulated copies of the draft Facility Letter Agreement and
the Security Documents which would be requjred from the Company namely:
1.

a first priority legal mortgage to be granted by the Company for the benefit of the
Borrower and in favour of the Bank over the 9,999 shares of the Borro\\'Cr held by
the Company; and

2.

a corporate guarantee to be Issued by the Company in. the Bank's required fonn, for
the benefit of the Borrower and in favour of the Bank, covering all debts and
liabilities owed by the Borrower and/or Brantford to the Bank under the Facility
Letter Agreement and the Security Documents;

After due and careful eousideration IT WAS RESOLVED ITlAT:

 ....
L

the Company be and is: hereby authorized to enter into the FaciHty Letter
Agreement with the Bank and to provide the Security Documents to the Bank~

2.

the Facility Letter Agreement and Security Documents and any future
amendments thereto which are deemed necessary by the directors of the Company

in order to secure the Overdraft Facility and the Term Loan Facility from the
Bank to the Borrower be and are hereby approved;
3.

any two Directors or aiternatively, anyone Director and the Company Secretary
be and are hereby authorized to execute a Power of Attorney appointing Apex
Tru.qt Corporation Limited as the iav.ful attorney of the Company (the
'''Attorney'') for the purposes of executing the Facility Letter Agreement and the
Security Documents for and un behalf of the Company and to apply the company
seal thereto if necessary;

4"

any two Directors or alternatively, any onc Director and the Company Secretary,
or the Attorney be and are hereby authorized to execute any oilier documents.,
make ail arrangements. and do all further acts and things reasonably necessary to
effect the aoovementioned resolutions; and

5.

any actions of any director or officer of the Company taken prior to this
authorization, in order to effect the ahovementioned reSQlutions~ be and are
hereby adopted I1I1d ratified.

Chainnan

 '.
MINUTES
STANHOPE INTER."IATIONAL HOLDINGS LTO.
("the Company")
Minutes of a Meeting of the Dire<:tors of the Company held on 2nd of September, 2006
as a telephone meeting.
Anne Hansen, Chairman

Present

LaiJa- Mehlum. Director
Soeren A. Socrensen, Director
Tone Kvaestad, Direotor
Knud Hanscn. Director
Chairman and
Quorum

Anne Hansen chaired the Meeting. The Chairman stated that the
necessary quorum waS present

2'"' Quarterly

Soeren Socfcnsen presented the 2nd Quarterly Management Report

from the subsidiary Banana Farm 9& 10 ~ (copies of the mam
Management
R-eport from tbe conclusions of the report were provJded to therneeting and forms nn
integral part of these Minutes,)
subsidiaries:
Soeren Soereosen reponed that the oonana farm has recovered well
after the SUbsidiary acquired the farm in February 2006 and is
producing close 10 budget.

The EU program with support by way of supply of free sigatoka
chemicals is in place and will drasticany reduce the high costs of
sigatoka for the remainder of the year,
Tbe repo'" were ACKNOWLEDGEO.
Other issues

Soeren Socrensen infonned that a Judicial Review court procedure
has been initiated by ourselves and some of the other banana
growers against Banana Growers: Association (BOA) to get a court
judgment on the illegality of the present voting practices in BGA.
Such a judgment should enable the growers to influence BOA
according to their stake in the industry, which among other could
lead to savings in to high port fees. The present management of
BOA is m~intaining an artificial high level of port fecs.
There were no other issues,

Closure

There being no further business the Chairman closed the Meeting.

k-{.~...

~

;:;
j' .'-_"

/":s//

Laila Mehlurn, Director
.' '~J
.'
i7 ~//'
I /.
_ V

(/'

--~

Knud Hanseu, Director

'- ".-

rh"';:

'

(,

\.1.__
_,~'"-., •• ,,\,.<.;>., ,I••••••• ," •••• , , .......

~
-

~

"

Anne H;mp.en. ,Chainnan
:- . -. ,'It

..- . .... -

...-'
.......... ..
~
<:..

~

"

..

~-",,.

.'

", ,

-

.... ., .....

irec.ot

A.. .. . . . . . . . . . ..
Tone Kvacstad, Director

 MINUTES
BRANTFORD DEVELOPMENT CORP.
("the Company")
Minutes of a Meeting of the Directors of the Company held on the 29'" of October. 2006

as a telephone meeting.
Present

Anne Hansen, Chainnan
Laila Mehlum, Director

Soeren A. Soerensen, Director
Tone Kvaestad, Director
Knud Hansen, Director

Cbalrman llnd
Quorum

Anne Honsen chaired the Meeting. The Chainnan stated that the
necessary quorum was present.

3'· Quarterly

Laila Mehlum presented the 3'" Quarterly Management Report from

Managemeut
Report from tbe
subsidiaries

the subsidiary Traders Home Ltd - copies of the main conclusions of
the report were provided to the meeting and fonns an integral part of
these Minutes.
Socren Soerense-n infonned that the crude oil treatment facility now
has been established and is about to start operation.
The reports were ACKNOWLEDGED.

Strategies for

Soeren Soerensen infonned that the management's strategy for 2007
the development is to run the various projects in Traders Home as separate projects
with separate management and economy,
"ftbe existing
business in
The Board RESOLVED to support this strategy.

2007.
Budget 2007 ...
Main figures
and tbe man
preconditions

Lail. Mehlum presented the main figures and main preconditions for
the 2007 budget to the meeting.
The Board ACKNOWLEDGED the main figures and main
preconditions.

Other Issues

There were no other issues.

Closure

There being no further business the Chairman closed the Meeting.

Anne Han.."icn, Chairman

 STANHOPE \NJJl:RNATIONAL HOLllfNGS LTD.
MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF THE COMPAl'I"Y
HELD BY TELEPHONE LINK·UP ON JANUARY 25'" 201l<i AT 1:00 P.M.
Present:

Lail. Mehlwn (In the OIait)

Soeren Soerensen
Tone Kvaestad
KnudHansen

AnneHansen
The Chainnan infonned the meeting that an asoociate company. Traders Home Limited (the
"Borrower''), was propOsing to procure a tenn loan in the sum ofUS$2,OOO,OOO (the "Term
Loan Facility") from The Belize Sank Limited (the "Bank"). The Chairman explained that.
the Tenn Loan Facility would be used by the Borrower for the pu:rehase of certain parcels of
land (the "Properties") more pertiGulMly des<rlbed i. the filcility lell« agreement l<> be
entered inl<> by the Borrower, the Company and the Bank (the "Facility Letter
Agreement").and the acquisition of certain assets associated with the Properties.
The Chairman further explJtioed that. unde< the tmns of the Facility Letter Agreement, the
Company akmg with its panem company, Fairllank Cooper 8< Lyle Ltd., its associ3t.,
Btantfard Development Corp. and tbe Borrower would be required to provide certain
security documents in order to secure the Tenn Loan Facility (the "Security Documents").
In this regard, the Chaltman clroulated copies Qfthe dtaft Facility Letter Agreement and the
Security Documents which would be required from the Company namely, a first priority legal
mO<tg>lge for the benefit of the _
Md in _
of the Bank over the I share it 0WlllJ of
the issued share capital of the Bonowet'.
After due and careful consideralJoo IT WAS RESOL\lED THAT:

'S

1. the Company be and hereby IIU!borIzed to _ , in'" the PaciUty Letter Agreement with
the Bank and to provide lb. Seoority _
to the Bank;

2. the Facility Letter Agreement and ~rity Documents and any future amendments
there!<> ..hich are deemed n""'"""Y by the directors of the Company in order to secure
the Term Loan Facility from the BMk be and are hereby approved;
3. any two directors or alternatively anyone director and the Company Secretary be and are
hereby authorized to execute the FacUity Letter Agreement and the Seru.rity Documents
for and on behalf of the Company and to apply the company seal thereto;

 J. '.

-4. any two directors or altematlvely. any one director and the Company Secmaty, be and
are hereby 8uth0ri7.ed 10 execute any other doc.uments. make all ammgemoots, and do all
further acts and things reasonably necessary to effixt the abovementioned reso1Utions;

5. any two directors: or alternatively, any one director and the Company Secmaty, be and are
Itereby .u1hori=! to issue • Power of Allomey to Apex Ltd. to """""'" the Facilky Le!1er
Agreement and the Security Dooumcnts fur and on behalf of the o,mpany and to 'PI'ly
the company seallhereto;

6. any two dir«tors or altemalively, 81Iy one direetor and the Company Secretary, be Md
are Iterelty authorized to issue • Power of Attorney to Apex Trust o,rpo!llliou Ltd. to
exeoule 81Iy oIhec documenfs, maIre all amm_ts. Md do all _
sets Md things
reasonably necessary 10 ef'feet the abovemenooned moluuonsj and
7. any actions of any director or officer of the Company taken prior to this authorization, in

order to effect the aOOvementiooed _lunOll', be Md are hereby adopted and ratified.

qf;~
tail' Mohlum, Chairm-an---

~-fb
¥ne Hansen. Director

~

AH

 MINUTES
STANHOPE INTERNATIONAL HOLDINGS LTD.
("the Company")

Minutes of a Meeting of the Directors of the Company held on 29th of October, 2006 as
.a telephone meeting,

Present

Anne Manse». Cha.irman
Lana Mehlum, Director
Soeren A. Soerensell Director
Tone Kvaestad, Director
Knud Hansen, Director
j

•

Chairman and
Quoruro

Anne Hansen chaired the Meeting. The Chainnan stated that the
necessary quorum was present.

Soeren Soercnsen presented the 3rd Quarterly Management Report
from the subsidiary, Banana Farm 9&10 - (copies oftne main
Report from tbe conclusions of the report were provided to the meeting and forms an
integral part of these Minutes.)
subsIdiaries
Soeren Soerensen reported that due to changes in the market
situation in Europe where Fyffes suddenly lost the buyer of a lesser
strict quality 1~I grade fruit, the farm has had significant losses of
fruit income. However the management is working on minimizing
the losses as much as possible and to find other ways to compensate
the lesser income,
The repert was ACKNOWLEDGED .

3'" Quarterly
Management

•

Strategies fnr
tke development
o!tbe existing
businen in 2007

Mr. Soerensen infonned that Fyffes is looking into containerizing
the freight ofbananes from Befize which should result in significant
savings jn freight and port charges which in turn will result in higher
banana prices forth.:: falm.
The Board supported that the management is supporting the
containerizing of the industry in the effort of reducing freight and
port charges.

Budget 1007 Mabl figures

and the malo
preconditions

Laila Mehlum presented lhe main figures and main preconditions
for the 2007 budget to the meeting - these are attached and f<mns an
integral part of these minutes.
-'1/":'-The Board ACKNOWLEDGED the main figures and main

:~:~:;::::,,~.,

"

~4::~r,4

 •

Other issues

There were no other issues,

Closure

There being no further business the Chainnan closed the Meeting.

~.

./~:"" .......... .... .,"',., .... ,,'"

Tone Kvaestad, Directo

Knud Hllnsen, Director

 -_ '.

MINUTES
STANHOPE Il'ITERl'iA TIONAL HOLDINGS LTD.
("the Company")
Minutes of a Meeting of the Directors of the Company held on 2"d of September, 2006
as a telephone meeting,
Present

Annc Hansen) Chairman
Laila Mehlum, Director
Soeren A. Soerensen~ Director
Tone Kvacstad, Director
Knud Hansen, Director

Cbalrman and
Quorum

Anne Hansen chaired tbe Meeting. The Chainnan stated that the
necessary quorum was present.

2"" Quar1erly
Soeren Soerensen presented the 2 nii Quarterly Management Report
Management
from the subsidiary Banana Fann 9&10· (copies of the main
Report from the conclusions of the report were provided to the meeting and fonns an
subsidiaries
integral part of these Minutes.)
Soeren Soerensen reported that the banana fann has recovered wen
after the subsidiary acquired the farm in February 2006 and is
producing close to budget.
11,e EU program with support by way of supply offree sigalnk.
chemicals is in place and wiH drastically reduce the high costs of
sigatoka for the remainder of the yeaL
TI,e reports were ACK~OWLEDOED.

Other issues

Soeren Soerenscn infonned that a Judicial Review court procedure
has been initiated by ourselves and some of the other banana
growers against Banana Growers Association (BGA) to get a court
judgment on the illegality of the present voting practices in BOA.
Such a judgment should enable the growers to influence BOA
accordjng to their stake in the industry, which among other could
lead to savings in to high port fees. The present management of
BOA is maintaining an artificial high level of port fees.
Th~re were no other issues,

Closure

There being no further business the Chainnan closed the Meeting.

~H~<
Anne Hansen. Chalnnan

 MINUTES
BRANTFORD DEVELOPMENT CORP.
("the Company")
Minutes of a Meeting of the Directors of the Company held on the 2nd of September,
2006 as a telephone meeting.
Present

Anne Hansen) Chairman
LaHa Mehlum, Director
Soeren A. Soerenseu, Director
Tone K vaestad, Director
Knud Hansen, Director

Chairman and
Quorum

Anne Hansen chaired the Meeting. The Chairman stated that the
necessary quorum was present

2'd Quarterly
Management

Sacren Soerenscn presented the 2nd Quarterly Management Report
from tlle subsidiary Traders Home Ltd - copies of the main
conclusioJL'i of the report were provided to the meeting and forms an
integral part of these Minutes. The Directors were satisfied with the
report.
The report was ACKNOWLEDGED.

Report from the

subsidiaries

Refining of
crude oil

Soeren Soerensen informed that the project with mixing crude oil
and diesel is going well, however the subsidiary Traders Home Ltd.
has made investigations into refining tbe crude oil instead of mixing
it with diesel, in order to seil an even better and cheaper product.
Socren Soercnsen explained that the investigations have bc{..'U very
promising, and he suggested that Traders Homes Ltd. invest into
fuel tanks and simple refining equipment in order to benefit from
this window of opportunity.
He also informed that the company will sell the refined crude oil
under its own brand name.
The meeting supported the initiative.

Other issues

There were no other issues.

Closure

There being no further business the Chairman closed the Meeting.

~. f.b .
Annc Hanse-n. Chairman

 MINUTES
STANHOPE INTERNATIONAL HOLDINGS LTD.
("the Company")
Minutes of a Meeting ofthe Directors of the Company held on 29th of October, 2006 as
a telephone meeting.

•

Present

Anne Hansen, Chairman
Laila Mchlum, Director
Soeren A. Soerensen l Director
Tone K vaestad, Director
Knud Hansen, Director

Chairman and
Quorum

Anne Hansen chaired the Meeting. The Chainnan stated that the
necessary quomm was present.

3'" Quarterly

Soeren Soerensen presented the 3 Quarterly Management Report
from the subsidiary, Banana Pann 9&10 - (copies of the main
conclusions of the report were provided to the meeting and forms an
integral part ofthese Minutes.)
Soeren Soerensen reported that due to changes in the market
situation in Europe where Fyffes suddenly lost the buyer of a lesser
strict quality I" grade fruit, the farm has had significant losses of
fruit income. However the management is working on minimizing
the losses as much as possible and to find other ways to compensate
the lesser income,
The report was ACKNOWLEDGED .

Management

Report from the
subsidiaries

•

rd

Strategies for
tbe development
ofthe existing
business in 2007

Mr. Soerensen informed that Fyffes is looking into containerizing
the freight ofb.nanas from Belize which should result in significant
savings in freight and port charges which in turn will result in higher
banana prices for the fann.
The Board supported tbat the management is supporting the
containerizing of the industrY in the effor! of reducing freight and
port charges.

Budget 2007 Main figures
and tbe main
preconditions

LaHa Meh!um presented the main figures and main preconditions
for the 2007 budget to the meeting - these are attached and forms an
integral part of these minutes.
The Board ACKKOWLEDGED the main figures and main
preconditions.

 Signature page ()fMinutes (If a Meeting Qf the Directors of ~'truiliope International
Holdings OIl 291il of October, 2006

Other issues

There were no other issues.

Closure

Thero being no further business the Chairman closed the Meeting,

bh

Anne Hansen, Chairman

•

 [111~un;s

\w-

.#' 1: .t5

STANHOPE INTERNATIONAL HOLDINGS LTD.
("the Company")
Minutes of a Meeting of the Directors of the Company llcld in Ensenada, Mexico on the
25 th of August, 2007.

Present

AIme HanseD, Chairman
Laila Mehlum, Director
Soeren A. Soerensen, Director
Tone Kvaestad, Director
Knud Hansen, Director
The meeting was held as a telephone meeting

Chairman .nd
Quorum

Anne Hansen chaired the Meeting. The Chairman stated that the
necessary quorum was present.

2nd Quarterly
Sacren Soerensen presented the 2nd Quarterly Management Report
:Managemcnt
from the subsidiary, Banana Farm 9& 10 Ltd· (a summary of the
Report from the report was provided to the meeting and forms an integral part of
these Minutes,)
subsidiary.

The report was ACK..'10WLEDGED,
Report on the
financial
situation of the
subsidiary
Banana Farm
9& I0 Limited

Soeren Soerensen presented a report on the financial situation of
Banana Farm 9&10 Limited after the month of July, The report is
attached and form an integral part of these minutes,
Soeren Soerensen lnfonned that the fann now agriculture wise is in
a very good shape, a result "fthat inputs has continued as planned
despite the lack of production in the first quarter following the
market, sigatoka and chill problems in the 4" quarter of 2006. It is
now estimated tllat the economic result for the year will be 70,000
US$ and not as much below the original budget as anticipated at Ule
previous meeting.

The management's view is that it has become necessary to expand
the acreage of the farm due to the difficult market demand, Part of
this demand is the necessity oflowering the natural production from
July to December - and boosting of subsequent production from
January to June. This has made it impossible to obtain the planned
1600 US$/acre operational profit which are the basis for the 15 year
plan,
Puge J of] ofMifMCS of Meeting ql the Board oJDir.ectors. o/Sran/lOpe International Holdings Ltd. held
August 25, 20G7

 ~

•

.

An operational profit of 1200 US$/acre is more likely.
In order to keep the planned toW profit it is the management's
recommendation to increase the acreage.
The farm has received an interest free loan from Fyffes to cover
some of the expenses in the "crop planning"llowering present
production and boosting production in the first half of2008. The
loan must be repaid with 0.50 US$ per box deduction beginning
January I", (where the per box price ofb.nanas is 2.50 US$ higher
than present).
The Board ACKNOWLEDGED the report. It was AGREED that
the management shaH present on a quarterly basis an estimate over
necessary dispositions and investments during the foHowing quarter.
It was also agreed that the management should revise the 15 year
plan based on known changes in assumptions.
Other issues

There were no other issues.

Closure

There being no further business the Chainnan closed the Meeting.

.~J;In.~::~.ff~
~':;~en,
Chairman

Page 2 of2 oJ Minutes of Meeting of the Board of Directors o/S14nhope International Holdings Lld held
August 15, 2007

 ~nNUTES

STANHOI'E INTERNATIONAL HOLDINGS LIMITED
("the Company")
Minutes of a Meeting of the Directors of the Company held at CQlomberie, St Heiier,
Jersey, Channel Islands on the 17fb of June, 2/)07 as a telephone meeting.

Present

Aunc Hansen, Chairman
LaiIn Mehlum, Director ~ by phone

Sooren A. Soerensen, Director

by phone

Tone K vaestad, Director - by phone
Knud Hansen, Director ~ hy phone

As Guests:
BiTgitte Larsen of' Fairbank, Cooper & Lyfc Llmited
Eva Vestergaard of The Hobbhouse Company Limited

Chairman and
Quorum

Anne Hansen chaired the Meeting. The Chainnan stated that the
necessary quorum was present.

Report from the The Chairman reported that the subsidiary in Bdize is now back in
Chairman
full productions after the setback in 4th quarter of 2006, where
Fyffes restricted their purchase ofBanaoas and where the industry
suffered from both a severe sigatoga attack and cold weather.

1j! Quartedy
Management
Rcpon from
the subsidiary
of the Company

Soeren Soerensen reported on the 1& quarter for the subsidiary
Banruta Farm 9&10 Ltd, - (copies ofthe main conclUSions of the
repon were provided to the meeting and fooos an mtegral part of
these Minutes.)
Soeren Soerensen reported that the result for the 1~t quarter has been
close to the budget. However it was budgeted with a negative result
in the 1$l quarter due to the effects of the problems which the banana
!ann experienced in the 4th quarter of 2006. As a result the fam! has
run an increasing overdraft in Belize Bank.
The result of the Fyffes price negotiations in April 2007 has resulted
in that the farm will receive it lower price for the bananas than
budget and that the fann will not be able to sell all the bananas it
potentially can produce in rhe second half of the year and is forced
to move some of the production fTOm 2007 to the first half of 2008
where prices will be I US$ higher per box than for the same period
this year,
The faun is therefore now e.xpccted to barely break even after
interests for 2007 instead of a budgeted surplus of wme 200,000
US$.

Fag;! { of3 v/Medilf$, of the Beard ofDirw:Wr!i ofSnmhvpO! flltcmal;(JJla! Hvldings timUf'd hdd JWlC J 7, JOIJ?

 It is expected that the farm will receive a loan from Fyffes of some
145,000 t]S$lO compensate for the reduced income in 2007 because
of the transfer of production from the- 2 nd half 2007 to the 10:: half of
2008.
Anne Hansen requested that the board should be better infonned
about the financial problems of the subsidiary.
Birgitte Larsel1 proposed that a monthly board meeting should be
held until the company b..'ld recovered and paid its overdraft in
Beiiz.e Bank down to a satisfJctory level and to also to for?/ard a
report to Fairbank. Cooper & Lyle Ltd.
The report was ACKNOW"LEIXiED and it was RESOLv1:D to
hold monthly board meetings_

Approval of the
Financial
Statements for
the year ended
Dtcember'31.
2006.

Birgitte Larsen presented the Financial Statements for the year
ended Dec.ember 31, 2006.
The Board was satisfied that the financial statements showed It
une and fair view of the Company's affairs at that date.
IT WAS RESOf.VED that the Balance Sheet and the Profit and
Loss Account be and are hereby approved for submission at the next
General Meeting of the Company.
IT WAS RESOLVED to sign the financial statements and the letter
of representation.
The Board APPROVED the financial Statements.

Appointment of
officers.

It was proposed to appoint Tooe Kvaestad as Vice~Chajrman of the
Company and to appoint Laila Mehlurn as Assistant Secretary of the

Company.
The Board APPROVED the proposaL

Approval of
Governanee.

Eva Vestergaard proposed that 1he company should adopt the
Governance used in related companies.
lbe Board APPROVED the proposal and it was decided that Soeren
Soerensen, Laila Mehtum. Eva Vestergaard and Birgitte Larsen
should be authorized to discuss and decide the number of board
meetings required to be held in die subsidiary.

Proposal about
amendment of
Articles of

Eva Vestergaard proposed that in order to comply with the
Governance oftlle C~mpany that the Articles concerning the
Quorum of the Dire<:tors and the Seal be amended.
IT WAS R£SOL VED that the Articles of Association of the
Company be changed to incorporate the followiug;

Association
conccrtling

quorum and use
of tbe Scal.

 An Artide 80 (a) to be added as follows:"The quorum necessary for any transaction of the business of the
Directors shaH be the majority of the Directors and must always
include the Chainnan or the Vicc . Chainnan,
Artide 83 be deleted tn its entirety and replaced by the
f()nowing:~

"The Directors shall pmvide for the safe custody of the Seal. which
shall only be used by the authority of the Directors or a committee
of the Directors authorised by the Directors in that behalf, and every
instrument to which the Seal shall be affixed shall be signed by two
Directors and wiU always include the Chairman or tlte VkeChaimlan or some other pc:rsQn approved by the quorum of the
Directors, to be his a1temate to act in his place.
The Board APPROVED the proposal.
Other issues

There were no other issues.

Closure

'There being no further business the Chaimlan closed the Me.eting.

Laila Mehlum, Director

Knud Hansen, Director

Pal,< 3 of3 oJ MI!t'!fng ojtke Board of DltwlOr£ ofSlunhope ltucrfWl/(}fWi Holdtng; limited hcld JUNe 17. 21)07.

 MINUTES
STANHOPE INT~RNATlONAL HOLDINGS LTD,
("the Company")

Minutes of a Meeling of the Directors of:hc Corr,pany held on I i
a telephone meeling.

Present

Chairman a od
Quorum
411> QUllflerly
Management

Report and the
rcsuh. fQT the
year 2006 from
the subsidiary

h

of February, 2007 as

Anne Hansen, Chairman
laila Mch!um. Director
Soeren A, Soerensen, Director
-lone Kvaestad, Dncelo;
Kxr.ld Hmtsen. Dnec;or
Anne Hansen chatted In.: Vlee1ing The Chainuan slated that the
neCeS$ary q:lorum

W~5 pre~ent.

The CI;ainnan presented the 4'\' Qua:terly Managemcn! Report f;om
the subsIdiary, Banana Farm 9&10 Lld· copies oft'1e main
wnclusior,g oflhe repon ,vc-re provIded to rhe mcet:ng and fonns an
integral p;trt of these Minutes.
Socren $(')crensen reported that Ihe 4th quarter has been gravely
nUlrked by Fyffcs' unwillingness to purchase the bananas from Farm
9 & to Ltd. This together with damaged piantations from extreme
rains and flooding ill July and August and too cold ~emperatures in
November has resulted ir. !l production of onl y 4<) % of the budgel
for the quarter and totally changes the accumulated production
which now stands at 73 % ofthebudgel for the year.
The Bd:zc: Bank loan has heen rnaill~ained and is pUld up to date,
howe~'er the company had to draw on i)verdrafls Some 350,(lOO USS
(out of whlch oniy J OD,O{)O ( SS; forms part of the ougtnal !Q~n
packet) ~ In order to keep the Joans paid up to datc
!t is agreed with ~he bank that 250,GOO LSS shall he patd down
before Apnl 1$', wtHch cOincide with the bank's financ:ai year end.
As Banana Farm Q&!O L~d has budgeted Wl!:1 a negative cas.h flol,o,'
of 165,000 USSi in !he lit quarter of 2007 due to the iow production
level as the resul! of the chill damage, the incoH':C to cover the
overdraft can not come from its prod;;.ction
The rllanagc:m':nt IS worlting on several sololiofiS to thu. potentia:
severe financial problerrL One solution is IQ press through the
Banana GrOwers Association (BOA) and El) organlla!ions the use
of the revolving funds, which can be used le COver ~\.Ich disa~ters,
T!le w.:ceSSJry conSensus to :;chievc thi'> has be("IJ reac:'ell, and il is
nQw a question about weeks befo:e funds will be disbursed Banana
farm 0&10 Ltd will benefit with about 50,00(1 US}; from tOIS.
Another solution Ihal:s being worked on is to borrow sufficient
fI..:nds from ryffes 10 cover the overdraft ..-,and arrange a soft
repayment p!an that will allow !he repayment over 2 years wifh 00
or a nominal inlerc5i rat\':_ Fyffes has said yes in principle to s~ch
loan bUllhe fioal arn::ngcmcr.t ofils details cun oJ:ly be finalized

 •

curing prke negotiatIOns for 2007 between Fyffes and Banana
Cmwers Associa!100 which is sched'Jled for mid March
The report was ACKNOWLEDGED.
Btldget 2001 for

the subsldiary.

The main figure;; and main preconditIOns for the 2007 hudget of the
subsidiary were presented to the meeting. The budget IS attached
and fonns an integra! par! of these !vtinutes.

IT VI AS RESOLVED to approve the 2007 budget for the Company.
SOeren Soerensen infonned that the budgeted profit (after interest

and finance charges) is no\>,< conservativetj' set to 74.000 USS for
2007, and IS reduced hy ! 75,000 US$ co:npared to the-budgeted
main figures which were presented atlhe ias! hoard meeting,

The change is due to the 11Ilgcriog effecl of the climatic problems
encountered in the latter pari 0(2000 and wh:ch has reduced the
produ.::tion eshmates for the first quarter 0(2{)07"
The solu:ion to (his is either to negotiate a substantial htgherpnce
for the bananas in the first Ij, of the year, since marker cor.dthons
will aHow for that Of to negotiate that t!le duty pa.yahle for Ihe 2C06
sales will not be paid to Fyffcs, b:.lt absorbed into the 2007 price,
The main problem in achieving these solutions (together With a
substantial reduction in port fees} IS the very poorly managed AGA,
The management of Banana Farm 9 & 10 Ltd, is now very close to a
soiutlon to this - and have supported other growers ~eek1r\g
Government backing to change the setting at BGA (by mainly
enforcing the law govcrningthe banana indulitry) - and (t [s
expcc!ed IQ have a new management of the BGA before the
conclusion of the price negotialions wt~h Fyffes, and the
management expec~s that one of the above sol:iltons win be Cftmed
trough.

fn order to repay the ove,d,aft of 250,000 L.;SS and the increased
cash 110w deficil of I!':lS.COO US$ before April 1, 2007 ~he
management are working(j!1 the follOwing solutions:
EU disaster funds:
Saving Tarif:
price improvement and

Savings
Supplier credits

50,000 US£
18,000 USS
20,000 US$
27,000 US$

Loan from Fyffcs

loo,OOO US,

Total

415,000 \;S$

IT WAS RESOLVED to approve the main figures of the budget
2007 of the subsidiary.
Budget 2001 for
the Company

Laila :\tle:hlum presented the budget 2007 of the Company whll:h

had 'been forwarded to the directors before the meetIng. The budget
I:; atta.ched and {onns an integral part of these Minutes.
The budget is tlttachcd and forns an integral part ofthcse Minutes.
IT WAS RESOLVED to a?p~ove the 2007 budget (If the Company.
2

o:rJIA
:7(J7
',;!

1"',.,
T~

 Approval of
representation
at rue Annual
General
Meeting of the:
sub$idiar)'
Other

i5SUt;'-~

Lalia Mehium pro;;oscd that she represents (he share." of the
('ompany at the Annual Genera! Meeting of Hanal1a Farm 9 & 10
Ltd.
IT WAS RESOLVED 10 au!hvrize Laila Mehlum to ~'ep('e5el)t the
shares of the Company at the AnnuaJ Genera! .\-leeling (If the
subsidiary Banalla Farm <; & 10 Ltc,
There were no other issues.

There being no fur.her business the Chairman closed the Meeting.

Closure

-

.-;"

A'~' Ch"r",.n

...........&JZ .

I.ai!a Mchlum, Dlrecto;

l<nud Hanscn, Direc!ur

3

 MINun:s
STANHOPE INTER."lATIONAL HOLDINGS LTD.
("the Company")
Minutes of a Meeting of the Directors of the Company heJd in Ensenada, Mexico on tbe
25'" of August, 2007.
Present

Anne Hansen, Chairman
Lail. Mehlum, Director
Soeren A. Soerensen, Director
Tone K vaestad. Director
Knud Hansen, Director
The meeting was held as a telephone meeting

Quorum

Anne Hansen chaired the Meeting. The Chairman stated that d,e
necessary quorum was present.

2nd Quarterly
Management
Report from tbe
subsidiary.

Soeren Soerensen presented the 20d Quarterly Management Report
from the suhsidiary, Banana Farm 9&10 Ltd - (a summary of the
report was provided to the meeting and forms an integral part of
these Minutes.)

Chairman and

The report was ACKNOWLEDGED.
Report nn the

financial
situation oftbe

SOCl'en Soerensen presented a report on the financial situation of
Banana Farm 9& 10 Limited after the month of July. The report is
attached and fonn an integral part of these minutes.

subsidiary
Banana Farm
9& 10 Limited

Soeren Soerensen informed that the farm now agriculture wise is in
a very good shape, a result of that inputs has continued as planned
despite the lack of production in the first quarter following the
market, sigatoka and chill problems in the 4" quarter of 2006. It is
now estimated that the economic result for the year will be 70,000
USS and not as much below the original budget as anticipated at the

previous meeting.
The management~s view is that it has become necessary to expand
the acreage of the farm due to the difficult market demand. Part of
this demand is the necessity of lowering the natural production from

July to

December~·

and boosting of subsequent production from
January to June, This has made it impossible to obtain the planned
1600 US$iacre operational profit which are the basis for the 15 year
plan.

f(Jf

Page 1 of2 of Minutes afMeeting Dj the Eoard of DiN!cteJrs of Stanhope International Holdings Lld, hdd

A_n~7

~,~--.

~

 .n o"crational profit of 1200 US$!a, ,js '" lre Itk.ely,
In
to keep the planned total profit it lIIIftJe management's
recommendation to increase the acreage,

0'--"

The farm hns received an interest free loan from Fyffes to cover
some of the expenses in the "crop planning,l/lowering present
production and boosting production in the first half of 2008. The
loan must be repaid with 0.50 USS per box deduction beginning
January I", (where the per box price of bananas is 2.50 US$ higher
than present).
The Board ACKNOWLEDGED the report. It was AGREED that
the management shaH present on a quarterly basis an estimate over
necessary dispositions and investments during the following quarter.
It was also agreed that the management should revise the 15 year
plan based on known changes in assumptions.
Other Issues

There were no other Issues,

Closure

There being no further business the Chairman closed the Meeting.

..

~ ............ ..

t~~· ~~~en. Chainnan

/1l2U"'H"""

Laila Mehlum, Director

~

....... ·H"" •

~'~
Tone Kvaestad) Director

02i~
"tJ~
....... ,~

Knud Hansen, Director

Page 2 ofl ofMinures of Meeting of1he Board of Directors ofStnnlwpe InternatioMl Holdings Ltd. held
August 25. 2uG;

 \w.
MINI!TES
STANHOPE INTER.'1ATIOSAL HOLDINGS LTD.
("the Company")
Minutcli oh Meeting of the Directors of the Company held the 24fr of February, 2009,

PT....,

Anne Hansen, Chairman
Tone Kvaestad, Vioe-Chainnan
taila Mehlum, Director

Soeren A. Sooremen, Director
ihe meeting was held as a telephone meeting.

Anne Hansen chaired the Meeting. The Chairman stated that the
necessary quorum was pliC$Cnt.

Cbange of
Rtgbtered Agent
Challge of

Reg5"tnd Office

IT WAS RESOL VJID that the Registered AgeDt of "the Company be
<homged to MOSSACK FONSECA & CO. (B.V.!.) LTD.

IT WAS RESOLVED that tilt; Registered Office of the COI'YlJ*ftY be
changed to MOSSACK FONSECA & CO. (B.V,!.) LTD, at Akara
Building, Z4 De CastrO Street. Wkkhums Cay I, P. O. »ox 3 Do, Road
To-wn., Torto1a, British Vitgin Islands Islands,

Company St:eretary

IT WAS RESOtVED to accept the resignation of Main Street Services
Ltd, as Sectetary of the Company and to appoint NWT Direct(!T$ Lirni1ed
in Geneva as SecJetary of 1.'1e Company.

Ottter tliues

There were 00 other issues.

CIDSllre

There being no f.nitief business the Chairman closed the M«!ting.

•

.
irectot

p{)ge : of I o//.{""tlng af the Board qf DirccJql'fofSl;mhope 1'llJ.>Inatiomtl Holdings Ud. hela

Ft?rwiry 14. 1009.

•

 MINIJfES
STANHOPE INTER'iATIONAL 1I0LDII'iGS LTD.
("the Company")

Mjnutes of a Meeting uf the Directors of the Company held in Ensenada, Mexico on the
21st ofNovernber, 2008.
Present

Anne Hansen, Chairman

Laila Mehlum, Director
Soeren A. Soercnsen, Dire(,tor
Tone Kvaestad. Director

The meeting was held as a telephone meeting.

Chairman and

Anne Hansen chaired the Meeting. The Chairman stated that the

Quorum

necessary quorum was present.

Resignation and
appointment of

It was RESOLVED that lhe Company accepts the resignation of

secretary

~WT Directors Ltd, in Geneva as Secretary and appoint Main
Street Services Ltd. as St'crctury of the Company.

Other issues

There were no other issues.

Closure

There being no further business the Chairman closed the Meeting.

~b .
rif/~n

,

Anne i Iansen, Chairman

Laila MchluITI, Director

Tone Kvncstad, Director

 •

MINUTES
ST AA'HOPE INTERNATIONAL HOLDINGS LTD.

t. "the Company")
Minutes of a Meeting ofihe Directors of the Company held in Ensenada, Mexico on the
20'" of November. 2008.

Present

Anne Hansen, Chamnan
Tone Kvaestad, Vice-Chairman
Laila MehJum, Director
Soeren A. Soerensen, Director,

Chairman and
Quorum

Anne Hansen chaired the Meeting, The Chairman stated that the
necessary quorum was present

Economic

Socren Soerensen presented the economIC conclusion and
projected result for 2008 for the subsidiary Banana Farm 9& 10

conclusion and
projected result
for 2008 for tbe
subsidiary

Lld
Banana Fann 9& 10 has had a very good year in 2008 where the
production has illcreased significantly and the farm will end the
year with a production 6% over budget.
The profits from operations will be approx. US$ j million in 2008,
compared to an operationai breakeven In 2007.
The main reason is the introduction of Dole as a second buyer
and a very needed price increase from both Dole and Fyffes which
has led to tbat the average price fOT the bananas for this farm ha')
increased from 6.07 US$ per box III 2007 to average 7.77 US$ in
2008.
The good resuH in 2008 is also a consequence of 2 years
uncornpromised mamtenance program and a very determined
manager.
The report was ACKNOWLEDGED.

Budget for 2009
for the subsidiary

An overview of the projected main figures for the subsidJary's
2009 budgets was presented to the Directors. The main figun:~s
attached and forms an integral part of these minutes.
The Board ACKNOWLEDGED the main figures.

Page I of 2 o/Ajeeting oj!h(; Board of Directors oIStf1nhope in/ernatlOnal J1()!ding~ ud. held
NoW'mba ]0, 2008

IS

 MINUTES
STANHOI'E L'ITERi'iATlONAL HOLDINGS LTD.
("the Company")

Minutes of a Meeting of the Directors of the Company held in Ensenada, Mexico on the
2lstofNovembcr, 2008.

Present

Anne Hansen, Chairman
I ..aila Mchlum, Director

Sceren A. Soerensen, Director
Tone Kvaestad, Director

The meeting was heid as a telephone- meeting.

Chairman and
Quorum

Aone Hansen chaired the Meeting, The Chairman stated that the

Resignation and
appointment of
secretary

It was RESOLVED that the Company accepr:. the resignation of
N\VT Directors Ltd. in Geneva as Secretary and appoint Main

Street Services Lld. as Secretary of the Company.

Other issues

There were no other issues,

Closure

There being no further business the Chairman closed the Meeting.

necessary quomm was present.

Anne IIanscn, Chainnan

 ,

MINUTES
STANHOPE INTERI'lATIONAL HOLDINGS LTD.
("the Company")

Minutes of a Meeting of the Directors of the Company heid in Ensenada, Mexico on the
23 rd of August, 2008.

Present

Anne Hansen. Chairman
Laila ~ehlum, Director
Soeren A. Soerensen, Director

Tone Kva.cstad, Director
The meeting was held as (\ tdephone meeting.

Chairman and
Quorum

Annc Hansen chaired the Meeting. The Chairman stated that the
necessary quorum was present.

t.,d Quuterly

Laila Mehlum presented the 2nd quarterly management report
from the suhsidiary Banana ~ann 9&10 Ltd - copies of the main

Management
report from tbe
subsidiary of the
company

conclusiofL<\ of the report were provided to the meeting and form
an integral part of these Minutes.

The report was ACKNOWLEDGED.

Report on the
financial situation
of the subsidiary
Banana farm
9&10 Ltd.

Soeren Soerensen presented a report on the financial sitllation of
the suhsidiary, Banana Farm 9&10 Ltd. - a copy of the report is
attached and fonns an integral part ofthesc minutes.
Soe:ren Soerensen reported that the subsidiary is continuing to
perform very wen and has had a finandal result of some 100,000
US$ better than budget during the first 6 months. The projection is
that [he subsidiary also win exceed its budget for the yeaL
Soercn Soerensen noted that the result ofthe price negotiations
with Fyffes and the introduction of a second buyer, Dole, have
meant a lot for the financial result. He also informed that the pnee
negotiations are ongoing due to the continuous price increases on
fertilizer and fuel a.nd a resent price increase of 036 US$ per box
has just been obtained from Dole, which is 0,10 US$ over budget.
The report was ACKNOWLEDGED,

Page 1 of:: oIA/cawu; offlu: 8J](JfJ off;uerl<lrJ ofStardtopc Inlertl4/1f)IIU! Hurding, LM hdd ANgus!
;:3, 200S

 ,

•
Meeting calendar
2008·2009

The Chairman presented a calendar for board meetings for the
remainder of2008 and for 2009 - the calendar is attached and
fonns an integral part of these minutes.
The Board APPROVED the meeting calendar.

Other issues

There were no other issues.

Closure

There being no fwther business the Chairman closed the Meeting.

-S?~
80eren A Soerensen, Dlrector

La!!a MehluID, Director

~

...

Tone Kvaestad, Director

['«se 2 v/l o(Mr:eling oftlw Board of Dl'rectUl's £)/ SUlI1Jwpe fnlefflali<.lrw/ fJold;;!g~ Lld heM Augh.>i
23. 2008

 MIC'lGTES
STANHOPE IC'lTERNATfONAL HOLDINGS LTD.

("the Company>!)
:'v1inutes
of a Meeting of the Directors of the Company
held in Ensenada :\1exico on the
tU
• •
8 of March, 2008,
Pn:scnt

Arme Hansen, Chairman
Tone Kvacstad, Vice-Chairman
Lo.ila Mehlum. Director
Socren A. Soerensen, Director

Knurl Hansen, Director
The meeting was held as a telephone meeting.
Chairman and
Quorum

Quarterly
Management

4th

Report from the

subsidiary

AlUle Hansen chaired the Meeting, Ti.e Chairman stated that the

necessary quorum was present.
Soeren Soerensen presented the 41h Quarterly Management Report
from the subsidiary Baruma FartTl 9& 10 Lld, - a summary of the
report was providcti to the meeting and forms an ir:tegr3.l part ofrhese
Minutes.
The report was ACKNOWLEDGED,

Budget for 2008
for th-c
suhsidiary

An overview of the projected main figures for the 2008 budget was
presented to the directors and forms an integral part of these minutes"
Socren Soerensen infonncd [hat due tu the conw;tent maintenance of
the fann through 1007 despite the low production in the beginning of
2007 and due to the introduction of H second huyer and the pressure
this gave Fyffes to increase prices - 2008 will both in proo,xtioll and
price vise be much bctteI than 2007 and instead of a cash deficit in
2007 of more tonn VI mill lIS$ the farm is estimated to have a cash
surplus of 300,000 CSS after debt payments,
The budget wus APPROVED.

Approval of
representation
at tbe Annual
General
Meeting of tb('

A proposal that Laila Mehlum wili represent tht; company in the
Annual General Meeting in the 6ubsidiaries Banana Farm 9& 10 Ltd
and Traders Home Ltd was APPROVED

subsidiaries

 Establisbment
ofa work
committee

Anne Hansen proposed that a work committee consisting of Soeren
Soorensen and Laila Mehlum should discuss and suggest the contract
amount the subsidiary can docidc upon without the approval of the
shareholders and present their suggestion to the Directors.
The proposal Was APPROVED"

Report OD the
financial
situation of the
subsidiary
Banana Farm

Soeren Soerensen presented a report on the financial situation of
Banana Fann 9&10 Limited and a proposal to ratify and confinn the
bank Qverdraft The report is attached and form an integral part of
Ihese minutes.

9&IOIJmitcd

Soeren Socrensen expiained why it had been necessary, in order not
compromise the maintenance program and interest paymenl<;, to
increase the overdraft with another 250,000 USS so that the balance
on the overdraft will be ! mill US$. The results of that the fann has
been maintained very well has been vital in the negotiatinns with
Dole & Fyffes in order to achieve better prices. The profit from
operation is expected to be 900,000 US$ in 2008 leaving a net profit
after finance cost and taxes of above 500.000 US$, thus leaving a
cash flow surplus after debt payment of approximate1y 300,000 US$.
He also asked for the Directors' consent '.0 seek refinancing of the
overdraft so that it will be put aside as an interest free (or very low
interest) loan, to be paid in the years following the term of the loan
and at the same time negotiate an interest decrease of 50 0/ 0 (from 10%
to 5% p.a.) for a period of 4 years on the teml loan, in order to put
Banana farm 9& I0 lAd in a position to L.rdedy repay l!s entire debt.
The Board ACKNOWLEDGED the repon. It was RESOLVED to
ratify and confinn the increase in the overdraft and that the
management seek to refinance the loans. with Belize Bank.

Other issues

There were no other issues.

Closure

l~'1ete

being no fUliher bus.iness the Chairman closed the l'v1eeting.

~~
Annc Hansen. Chainnan

Page 2 of Z uf
M«(f)lii£ ofthl! Board ofDireaofS ofSum!Jopt} f/ilrnUltW(Ulll ItJlJings Li'llded heM March.S lOOS

 MI~IJTES

STANHOPE l:'In:RNATlONAL

HOLDI~GS

LTD.

("the Company")
Minutes of a Meeting of the Directors of the Company held in Ensenada, Mexico on the
gm of March, 2008.

Present

Anne Hansen, Chairman
Tone Kvaestad, Vice-Chairman
LaiIa Mehlum, Director
Sacren A, Soerensen, Dirc-clor

Knud Hausen, Director
The meeting was held as a telephone meeting.

Chairman and
Quorum

Aune Hansen chaired the MeetIng. TIle Chairman stated that the
necessary quorum was- present

41h Quarterly
Soeren Soerensen presented the 4!h ~)uarterly Management Report
nOm tlle subsidiary Banana Farol 9&10 Ltd. ~ a summary of the
Management
Report from the report was provided to the meeting and fom1s an integral part of these
subsidiary
Minutes,
The report was ACKNOWLEDGED.

Budget fur 2008
for the
subsidiary

An overview of the projected main figures for the 2008 budget was
presented to the directnfS and forms fm integral part of these minutes,
Soeren Soerensen infom)ed that due to the consistent maintenance of
the Hum through 2007 despite the low production in the beginning of
2007 and due to the introduction of a second buyer and the pressure
tois gave Fyffes to increase prices· 2008 will both in production and
price vise be much better than 2007 and instead of" cash deficit in
2007 of more th~m Vl ml11 US$ the faml is estimated to have a cash
surplus of 300,000 US$ after debt payments,
The budget was APPROVED.

Approval of

A pTOposal that Luila

representation
at the Annual
General
Meeting of the

subsidiaries

~1e·hlum

will represent the company in the
Annual General Mee!ing in the subsidiaries Banana Faun 9&10 Ltd
and Traders Hnme Lld was APPROVED,

 Establishment
of a work
committee

Report on the
financial
situation of the
subsidiary
Banana Farm
9&10 Umited

Anne Bansl.."n proposed that a work committee consisting of Soeren
Socn:msen and LaiJa Mehlum should discuss and suggest the contract
amount the subsidiary can decide upon without the approval ofth~~
shareholders and present their suggestion to the Directors.
The proposal was APPROVED,

Sooren Soerensen presented a report on the financia.l situation of
Banana Farm 9& iD Limited and a proposal to ratify and confirm the
bank overdraft. The report is; attached and form an integral part of
these minutes.
Soeren Soerensen explained why it had been necessary, in order n<it
compromise the maintenance program and interest payments, to
increase the overdraft with another 250.000 lJS$ so that the balance
on the overdraft wili be 1 mill US$. The results of that the [ann has
been maintained very well has been vil.a! in the negotiations with
Dole & Fyffes in order to achieve better prices_ The profit from
operation is expected to be 900,000 US$ in 2008 Jeaving a net profit
after fmance cost and taxes of above 500.000 US$, thus leaving a
cash How surplus after debt payment of approximately 300,000 US$.
He also asked for the Directors" consent to seck refinancing of the
overdratl so that it will be put aside as an interest free (or very low
interest) loan, to be paid in the yellrs following the tenn of the loan
and at the same time negotiate an interest decrease of 50lll p (from 10%
to 5% p.a.) for a period of 4 years on the tcmlloan, in order to put
Banana fann 9&10 Ltd in a p03i~ion to orderly repay its entire debt.
The Board ACKNOWLEDGED the report. [t was RESOLVED to
ratity and confiml the increase in the overdraft and that the
management seek to refinance the loans with Belize Rmk

Other issues

There were no other issu..::s.

Closure

There being no further bustness the COBimmn closed the j,1eetmg.

." , I'/f/. ,"-_
".,.,.,....
~~

Lails Mdllum, Director
?:D~t1

IK{X
, .. >-.-.,' ,.,-"

.. . . =. . . . . . . . -. . . ,-~

Soerc A. Socrenscn, Diredor

,Y/

~~

.•• , ••• , ••••• " , .

Knud Hansen, DirL"(:tot
Fag.! 1 of ;: 0/
Me£lmg of Jhe Hourd of f)u'eclurs of SumhujJf! lnlcrtla.lwnoi HO!dlflj0 Limited hdd .I,,faf'{:h Il. 2(H)8

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b&fV\-'iJr'e ~ do UAe-J13-

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SHARE CERTlFlCATE

OF

\)\;1 0VJ,tvvi -li
\J

Incorporated under the
International Bu-..iness Companies. Ordinance (CAP.29t) of the British

.
(

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NNwtt·
THIS IS TO CERTIFY that
of

3<<1

Floor. Omar Hodge Building, Wkkhams Cay 1. Road To'NIl, Tortola, B.V.L

Holder(s) of
in the

FURNESSlA HOLDING Limite<i

aboVe~namcd

100

Shares of

UsdLOO

each

Company subject to the Memorandum and Articles of Association of the Company.

GIVEN under the Common Seal of the s:tid Company,
The

11 fu of October 2005

Co..
DIRECTOR

DIRECTOR

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Certifit;ue number
of -.!9ru!pft Street. St Helior Jersey

100

Shllres ismed fo

FURNESS1A HOLOING Ltd

Dated

124iday()f0et0ber200~

SHARE CER'J'llllCATE
OF
Sw.bopt 'lntunlrtitmal Bokfu:lCt Ltd

CJ

No, ofS.!.tares
incorporAted """" the
lntematiotuIt 8usiness Companies OrdinBlfKlC {CAP.191) oftbe British Vu'gUlblMd1J

THIS IS TO CERTIFY tfutt
cl'

(

FtJ'I:(NESSIA BOr..olNG IJmi1:td

8 Church Stnf:!, St. Hel1er 1~

HQ1~s)af

100

100

Wt.te the Reg:i1Iren:d
S~of

Usdl.OO

..ch

in the above-llI:nIeO Compl!'ny wbie:ct to the Memonutdum and ArtM::ies of AlIlK'lciatioa cl'the Company.

GIVEN under the Cmnmon Seal of lhe said Company,
the

12!h d.y of'Oetobec 2005

+~

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