?a?imn iniertracie Company (N'l?im 
Register {If Membam

Cnmyany Ha: 

?aw .wvise? I

Nam-e: .Adtimss of the shareiwid?w I

Nai?azza? 'Eg?an?an DEE Camgany

Ra Box. TaiEEQhanii Avenue; Tehran, Eras?;
33% as me min-as?: 38f? 
Type if sham head? Qr?inary ahare
N?mmat vatua 9f gash were ?ne 38%

?rceniaga 121! shares haid 195%

    

     


C?a?ared' Mwu?fams and 52mm? mm
"Mama-?e Cami
?24 Magma Fwenua
La?dgm N3 2-31.]

 

Sate ceased it: be a member:

 

Naftiran Intertrade Company (NICO) 
Register of Current Directors

Company Number

Date last revised

Date of
appointment

22/12/2013

09/03/2014

22/06/201 4

09/03/2014

04/ 10/2015

88889025

04/10/2015

Name

Mr Mahmood Astaneh

Mr Seyed Asghar Hendi

Mr Mohsen Paknejad

Mr Majid Rostami

Mr AIimohammad Masoomian

Nationality

Iranian

Iranian

Iranian

Iranian

Iranian

Passport
number

X95314955

129400086

X24000370

R2094281 1

K32626772

Date of birth Address

25/10/1958 Avenue Servan 27. 1006

Lausanne, Switzerland

27/08/1958 No. 3, 3rd ?oor. Unit 5.

Goibahar Aiiey. Ava! Gharbi
Alley, Tehran 1951844856 Iran

12/0611 966 Chemin des Vosges 2, 1009
Puiiy, Vaud Switzenand

10/0411 955 No 6. 3rd floor. Parastoo Street,
Sarbedaran Avenue, Tehran

1594954614, Iran

08/03/1974 No 6 Unit 1. 4th Aiiey,

Payambar Gharbi, Satari
Expressway, Tehran. Iran

Business
occupation Date ceased to act

Director 
Member of
the Board

Non-
Executive
Director 8:
Chairman of
the Board

Managing
Director and
member of
the Board

Non-
Executive
Director 
Member of
the Board
Financial
Director 8:
Member of
the Board

Page 1 of]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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. 
Date Of Birth 25": October 1558 
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23/12/2613

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Directorofihe 2:
.. . 1) Astaneh Mahmoud 
>5 (2) hendi Seyed Asgharzb'f-No. 3. 3rd Floor. Unit 5, GolbahanAliey, Goi? Tehrandran. 399-
of ., 
.44) Fiestaml MaJid of 3rd Fionerarasioo Street, Sa'rb?daran Teh
?1 a?aamim . .-., . 0m.
.(b)The Shareholder of the'Company is: . . - . 

1/ (1) Na?onai iranian?Oil Company of PD. Tale'gh?ni Avenue Tehran,iran: ho
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Given at the Commerce Registry, Gambia on ih?a::12ih 'of .113; 
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?em?uiaams 3s: Stam?? Asa-Erma is thy: UK. and .Aasprass? Aaa?t?r in. {sham was. $1311;
{sf-4 Usams?a C?ll??L 1.4 Arcadia Assam; magma H3 UK haw: hast}
spasm? by Naf?raa ?lfmara?ada Cu. Limiie? ta as: as as: agent. sf 11a: {Ears-sassy in
magmas 9f ma?srs ammiag the {balsam and its admsn?astmtim En {sham ans. its
?atmates {Emaiimaasa in Pie-sis 'i?ha similarity insiadca but is ass-t Eimiicd m9 ma?a?sg; any
isms-:5 which. may arise: a tags! and mguiamw gmrsaam?sa and {he aagagemam at?
aggrepz??ata aciv?sars wi?hinamd :atstsids 1a.: and far {Ewan pursesczs?

 

 

?x?a?m Simamiy?

 

 

 

 

UA EAL Au 
AGA PERKHEDM - - -.

   

Our Ref:- 

22 231A

 

FWD. Mr Famm
A 
MA A 

1A LAndAn
N3 Kira-Adam





SAAfirmatim An Lamar: 
Limi?tAA

WA AAur dated GA {lumber 261A

(313) Limit 1AA

ii. EBAEA A2 341- 2212

E2. Number 

EA. L?i 12., EAEHEA
3 A1 823W,


 

 

THE GAMBIA
THE BUSINESS ENTERPRISE 2013

Mcmurandu 
and
Articleu uf Asuncialiun
ol'

INTERTRADE CU. (NICO) LIMITED

Company 88889025

(?uulinuud in The Gambia 0n 91h December 3014

 

 

 

 

MEMORANDUM OF 

OF

NAFTIRAN CO. (NICO) LIMITED

The name and the corporate signature or' the Company is Neftiran lntertrade Co. (NICO)
Limited.

The registered other: of the Companyr will be situated in the Gambia and the management and
control ot'the Company are to be exercised outside the Gambia.

The objects for which the Company is established are:?



lb)

tel

id)

To purchase. take on lease. or in exchange. or otherwise acquire. lands. fon?ns. mineral
and other properties and hereditaments of any tenure to: any estate. term or interest
therein. mitm. mining and other rights or options thereon. and also grunts. concessions.
leases. claims. charters. privileges. licences or authorities of and lands and mines
and mineral. oil agricultural and ether properties and also mining. water and
other rights in any port ofthc world. shares and securities nl?any company owning
or entitled to any of the above and to do all such things either way of options or
absolutely or conditionally and either solely oriointly with others.

To prospect for. some)?. search. explore. open. bore and otherwise develop and prove
claims. oil-hearing lands and mineral and other mopenies. and to raise. extract. produce.
re?ne and transport natural gases and other natural hydrowrbons both liquid and solid
and including but not limited to crude oils. to manufacture. process. ?lter. amoigamate.
store and otherwise render the some. and all forms of byproduct and derivatives thereof
{including but not limited to kerosene fuel and gas oils. bitumen. asphalt. vusclinc and
paraf?n oils) and lit for user and to carry on all kinds ot'operations relating
to the marketing. distribution. export and sale ot?thc some in any part or the world and
generally to carry on the trade or business ot?a companyr trading in such materials or any
ot?them in all its branches.

To carry on all or any of the businesses of manufacturers. importers. exporters.
wholesalers. retailers. buyers. sellers. dislribrrtors and shippers of. and dealers in any
product. goods. writes. merchandise rind produce ol'any kind including but not limited to
petroleum. gas. hydrocarbon and minted products. general merchants and traders. cash.
discount. mail order and credit traders. manufacturers' and representatives.
insurance consultants and brokers. estate agents. mortgage brokers. ?nancial intents.
consultants. managers and administrators. hire purchase and general ?nanciers: to
participate in. undertake. perform and carry on all types of commercial. industrial. trading
and financial operations and enterprises and all kinds of agency business; to carry on all
or any ol?the businesses of marketing. business and management consultants and to do all
things incidental to any or" the above mentioned businesses and activities.

To carry on business as a dealer in securities and ?nancial investments and any other
investment business ot?any nature. to subscribe for. underwrite. purchase or otherwise
acquire and hold or sell. exercise. write or otherwise dispose of and to deal in shares.
stocks. bonds. certi?cates of deposit. debennu?es. warrants. futures- commodities.

I-J

 

 

 

 

 



[fl

(2.)

(hi



currencies. OptiOns. rights obligations. and all other securities. ?nanciai investments of
any other investment business of any nature whatsoever including but not limited to those
refuted in petroleum. gas. hydrocarbon and related products or any right or interest
therein.

To carry on business as an investment company and to acquire. by subscription. purchase.
tender. exchange. underwriting or similar contract or otherwise. invest in and hold shares.
stocks. debentures. debenture stock. bonds. notes. obligations. warrants. options.
certi?cates of deposit. treasury bills. made bills. bank acceptances. bills of exchange.
monetary instruments. currencies. ?nancial futures contracts and securities of all kinds
created. issued or guarmttecd by an individual pcrson or by any government. sovereign.
rttler. commissioners. public body or authority. supreme. municipal. local or otherwise. in
any part of the world. or by any company. bank. association or partnership. whether with
limited or unlimited liability. constituted or carrying on business in any port of the world.
units or shares of. or partieipations in any unit trust scheme. mutual fund or collective
investment scheme in any pm?l ot?the worltL policies ot'assurance. metals. mitts. alloys.
minerals. produce of agriculture and husbandry and other commodities and property real
and personal. movable and immovable of any and every kind. and any rights and interest
to or in any of the foregoing. and to exercise and enforce all rights and powers conferred
by or incident to the ownership thereof. and from time to time to vary or dispose of any
ofthe foregoing.

To purchase. sell. exchange. improve. mortgag I. charge. rent, let on lease. hire. surrender.
license. accept surrenders of. take options on and?or hold as an investment and otherwise
acquire and deal uith any real property. or other property. chattels and effects. or any
rights or interests therein and to collect the rents and pro?ts thereof. and to erect. 
down. repair. alter. develop or otherwise deal with any land or buildings.

To apply for. register or otherwise acquire. dispose of and deal in any patents. patent
rights. trade marks. trade names. service marks. registered designs. inventions. brevets
d?invention. royalties. copyrights. design rights. licences. protections. processes. know-
how. information. concessions and other rights and privileges and to use and manulitcture
under or to franchise or grant licences or prisileges in respect of or otherwise exploit the
same. and to expend money in experimenting upon and testing and in improving 
seeking to improve the same. and to came on the business of an inventor, designer or
research organisation.

To advance money. negotiate loans and lend money for any purposes with or without
security. to negotiate. contract for. grant or procure the grant of public or private loans.
credits and other facilities and without prejudice to the generality of the foregoing to
?nance and procure other parties to ?nance the issue. acquisition or disposal or dealings
with all manner of investments or securities and the acquisition. disposal. mortgage.
leasing. hire. hire purchase. insurance of and dealings with real and personal property and
the execution t? contracts ot?every description.

To into guarantees. contracts of indemnity end suretyships of all kinds. whether Or
not the Company shall derive a bene?t from the same. on such terms and in such manner
as the Dimmers see and in particular but without prejudice to the generality of the
foregoing. to guarantee. underwrite or secure. with or without consideration. and whether
by personal obligation or by creating a security interest over or by mortgaging or
charging or providing any other security over the whole or any pan of the undertaking,

 

 

 









{at
tn)
(qt



(5)

property or assets. whether present or nature} and uncalled capital of the Company or by
the creation and issue of any securities of the Company. the performance of any
obligations or commitments or satisfaction of any liabilities of any person or company
including. but without prejudice to the generality of the foregoing. any company which is
?at the time being, it subsidiary or holding company of the Company or another subsidiary
ot'n holding company of the ompruty or is otherwise associated with the Company.

To receive money on loan and to borrow or misc money and to secure or discharge any
debt or obligation ot'or binding on the Company in any manner including any mortgage.
charge. pledge. or lien upon the whole or any part ofthe Company's nssets and to deposit
any moneys of the Company with any bank or other company.

To draw. make. accept. endorse. discount. execute and issue promissory notes. bills of
exchange. warrants. debenture-s run! other negotiable ur transferable instruments.

To promote companies and ventures for any purpose whatsoever and to undertake and
assist in financial operations ofevery description-

To act in a ?duciary capacity ot'ony sort including without prejudice to the generality of
the tbregoing, to undertake the duties ofn trustee of trust deeds or other 
constituting debentures. debenture stock. bonds and other securities. or of wills and
settlements. and ot'an executor or administrator oi'estatcs. or to act as and undertake the
duties ot?a nominee. a custodian Intstee. a trustee ot?a unit trust. a trustee for charitable or
other institutions. a trustee tor pension. benevolent or other t?unds. and its a manager or
director of business or companies whether limited or unlimited. and generally to
undertake all and any duties normally undertaken by a trust corporation and either with or
without remuneration.

To carry on business as insurance brokers and agents in respect of all classes of
insurance.

To support or subscribe to any charitable or public object. institution. society or club.
To carry on any other trade or business. whether manufacturing or otherwise.

To rent any real or personal property. rights or interests, acquired by or belonging to the
Company in any person or company on behalf or for the bene?t ot'the Company. with or
without any declared trust in favour of the Company.

To enter into any arrangement: with tiny governments or authorities. Supreme. municipal.
local or otherwise. ofony country. and to obtain for any such governments or authorities
all rights. concessions and privileges that may seem conducive to the Company's objects
or any ol'thern.

To enter into any partnership or joint-purse arrangement or arrangement for sharing
pro?ts. union of interests or cooperation with any company. ?rm or person carrying on
or proposing to carry on any business within the objects of this Company and to acquire
and hold. sell. deal with or dispose ofshares. stock or securities ot?any such company and
to guarantee the contracts or liabilities of or the payments of the dividends. interest or
capital of any shares. stock or securities of and to subsidise or otherwiSe assist any such
company.

 

 



in}

is)



(N)



(A)

(aa)

tab)

To employ esperts to investigate and examine the conditions, prospects and values of any
assets or prospcmive assets or ventures.

To pay for any property or rights acquired by the Company. either in cash or by the issue
of fully or partly paid up shares of the Company. with or without preferred or deferred
rights in respect of dividend or repayment ul? capital or by debentures or by
any securities which the Pompany has power to issue. or partly in one mode and partly in
another and generally on such terms as the Company may determine

To carry on any other business which may seem to the Company capable of being
conveniently carried on in connection with the before-mentioned objects or calculated
direcrly or indirectly to render more pmtitahle any ot" the Company's assets.

to carry on any business the Company is authorised to carry on by means or
through the agency of any subsidiaries and to enter turn any agreement with any such
subsidiary for taking the pro?ts and bearing the losses ul?any business so carried on or
for ?nancing any such subsidiary or guaranteeing its liabilities Or to make any outer
arrangement which may seem desirable. with reference to any business so carried on.
including power at any time and either temporarily or permanently to close any such
business.

To sell the undertaking of the Company or any pan thereof. including the real and
personal property of the Company or any part thereof. For such consideration as the
Company may think tit and in particular for shares. debentures or securities of any other
company whether or not having nbiects altogether or in any part similar to those of this
Company and generally to sell. improve. manage. develop. hose. mortgage. dispose of.
turn to account or otherwise deal with all or any part of the property. real or personal. of
the Company on terms as the Company may think 

'l'o adopt such means of making known the businesses or any ol?thcm or the products of
the Company as may seem expedient and in particular by advertising in the press, by
circulars. by purchase and exhibition of works oi?art or interest. by publication in boot-ts
and periodicals and by granting prizes. rewards and donations and to carry on and
conduct prize and competition schemes or any scheme or amtngemeut ofany kind. either
alone or in conjunction with any other person. [inn or company. whereby the above
businesses or any of them may be promoted or deveiopcd or whereby the Cornpany?s
services or products may he more cstensively advertised and made ltnoun.

To purchase or othem-ise acquire and undertake all or any part of the business. property.
liabilities and transactions of any person. ?rm or company carrying on any business
which this Company is authorised to carry on or the carrying on of which is calculated to
bene?t this Company or to advance its interests. or possessed of any proocrty suitable for
the purposes ol'the Company.

To amalgamate with any other company whose objects are or include objects similar to
those of this Company whether by sale or purchase [for fully or partly paid up shares or
otherwise} of the undertaking.

To give pensions, gratuities or charitable aid to any person who may have served the
Company or its predecessors in business or any subsidiary. allied or associated company
or to the wives. children or other relatives or dependants of such persons; to make

 

 

payments towards insurance and to form and contribute to provident and bene?t funds for
the bene?t of any Directors or oilicers ot?or persons employed by the Company or of or
by its predecessors in business or of or by any subsidiary. allied or associated company
and to subsidise or assist any association of employers or employees or any trade
association.

{ac} To pay all costs. charges and expenses incurred or sustained in or about the promotion or
establishment of the Company or which the Company shall consider to be the nature of
preliminary expenses.

tad) To distribute atnong the Members in specie any property of the Company or any proceeds
of sale or disposal ot'any property of the Company but so tltat no distribution amounting
to a reduction of capital be made except with the sanction (if any} tor the time being
required by law.

(acthe above things in any part of the world and either as principals.
agents. trustees. contractors or otherwise and either alone or in conjunction with others
and either by or through agents, sub-contractors. trustees or otherwise.

{at} To do all such things as may be deemed incidental or conducive to the attainment of the
above objects or any ol?them.

And it is hereby declared that the objects of the Company as speci?ed in each of the foregoing
mmgraphs of this clanse shall be separate and distinct objects of the Company and shall not in
anywise be limited by reference to any other paragraph or the order in which the same occur or
the name of the Company.

4. The Company is authorized to issue the initial subscriber's shares at USD .200.000.000 and up to
a maximum (Two Billion} no par value shares oFa single or multiple classes.

5. The above shares shall be payable on calls as made by the Directors. Fully paid up sham may be
issued for the purpose of paying bonuses or in satisfaction of any liability ofthe Company.

6. The non-payment of a call or instalment on the day appointed for the payment thereof shall render
the shares in respect of which the call was made or instalment due liable to be forfeited.

T. The Company shall exist until dissolved by Special Resolution or otherwise according to law.
The liability of each member is limited to the amount for the time being unpaid on each share
held by him.

We. the undersigned whose name and address are subscribed below are desirous of being fanned into a
company pursuant to this Memorandum of Association, and we respectively agree to take the number of
shares in the capital of the Company set opposite our name:

 

 

 

Name. Address and Description of Subscribers

 

No. of shares taken

 

NATIONAL IRANIAN OIL COMPANY (NIOC)
'I'alcghuni Avcnuc. Fillies: 1863
Tehran. Iran

33356.}; its bcnulrby itEEt-horiscd nr??er

Name: Mr Roknoddin Jovadi I 

PassportNo.: _29 51/
Designation: Managing Director 32' 3 a

 

Witness to tho?above signature

Name: Mr 
Passport No: and-35:73
A ?W?v?l

 .200.000.000
(Una Billion two
hundred million)

ordinary shares

 

 

Total Number of Shares taken

 

Dialed This: 911210! 4

 

I 300.000.1300
(One Billion two
hundred million 

ordinary sham

 

 

GULATIONS 101.5

A. . .IATION

of
ERTRADE C0. NICO LIMITED
nt rotatin

in these Presents the words standing in the ?rst column of the Table next hereinatler contained
shall hear the meanings set opposite to the") resrwetit'cly in the second column thereof. if not
inconsistent with the subject or context.

Ennis MES.

Accounting Date The date speci?ed in the Schedule to these
Presents.

Board A meeting of the Directors duly called and

constituted or. as the case may be. the Directors
assembled at a meeting.

debenture Shall include debenture stock.

Directors The Directors of the Company for the time being
or. as the case may be. the Directors assembled
at it Hoard.

Extraordinary Resolution A resolution ot'the Company in general meeting
or oi" the holders ot'any class of shares adopted
by tnajurily ofat least two thirds ot'llte votes
crust and not requiring con?rmation at a second
meeting.

(Eugene 'l'he Gambian Gazette or such olhcr publication
appointed for the time being by the Government
of Gambia in which government notices are
published by authority.

in writing Written. printed or or represented
by any other substitute for writing. or panly one
and partly another.

the Law The Business Enterprise Regulations 20I 3

may Shall be eonstmed as permissive.

 

EU

Member

month

notice

Of?ce
paid up

Regi ster

Seal

Secretary

shall

signed

Special Resolution

these Presents

person or corporation who is registered as the
holder of shares in the Register for the time
being kept by the Company.

Calendar month.

A written notice unless otherwise specifically
stated.

the registered of?ce ot?the Company.
Shall include credited its paid up.

The register of Members to he kept pursuant to
Articles 25 to 30 hereof.

The common seal of the Company including any
thereof.

Any person appointed by the Directors to
perform any of the duties ot? secretary of the
Company [including a temporary or assistant
secretary]. and in the event of two or more
persons being appointed as joint secretaries any
one or more of the persons so appointed.

Shall be construed as imperative

includes a signature or representation of a
signature af?xed by mechanical means.

A resolution ot'thc Company in general meeting
and ptuLl-?tutl in accordance with the Law.

'l'hesc Articles of Association including the
Schedule hereto in their present form or as from
time to time altered.

In these Presents. unless there be something in the subject or context inconsistent lwith such

construction:-

[31 words importing the plural number shall be deemed to include the singular number and
words importing the singular number shall be deemed to include the plural number;

words importing the masculine gender shall be deemed to include the feminine gender
and words importing the feminine gender shall be deemed to include the masculine

gender;

(cl words importing persons shalt be deemed to include companies or associations or bodies
of persons whether corporate or unincorporate: and

 

 



 

words or expressions contained in these Presents shall bear the same memrings as in the
Law.

The headings herein are for convenience only und shall not affect the constmerion of these
Presents.

Preliminary

The preliminary expenses incurred in lornting the Company shall be the ?rst charge on the funds
ot?thc Company.

The business of the Company shall be commenced as soon after the incorporation ol' the
Company as the Directors think 

Share Capital and Shares

The share capital of the Company is as speci?ed in the Schedule hereto and the shares of the
Company shall have the rights and be subiect to the conditions contained in these Presents.

Without prejudice to any special rights For the time being conferred on the holders of any class ot?
shares (which special rights shall not be varied or abrogated except with such consent or sanction
as is required by Article l9 hereof and subject to the law} any share in the (?nmpany may be
issued with such preferred. dethrred or other special rights. or such restrictions. whether in regard
to dividends. return of capital. voting or as the Company may from time to time, by
Special Resolution. determine.

Subject to Articles 1 to 13 and 150 hereof. the unissued shares for the time being in the capital
of the Company shall be at the disposal ot? the Directors. and they may [subject to the provisions
of Article 7 hereof] allot. grant options over. or otherwise dispose of them to such persons at such
times and on such terms as they think proper. but so that no shares shall he issued at a discount.

the Company shall not give. whether directly or indirectly. and whether by means of a loan.
guarantee. the provision ol'security. or otherwise. any ?nancial assistance for the purpose of or in
connection with a purchase or subscription made or to be made by any person of or for any shares
in the capital ofthc Company or of its holding company (it'uny) nor shall the Company make a
loan for any purpose wltatwevcr on the security of its shares or those of its holding company [if
any) but nothing in this Article shall prohibit:-

the lending ol?rnoney by the Company in the ordinary course ol'its business;

the provision by the Company. in accordance with any scheme l'or the time being in
Force. nfmoncy for the purchase of or subscription for. t'ully-puid shores in the Company
or its holding company [it' any). being, a purchase or subscription by trustees of or for
shares to be held by or for the benefit of employees of the Company. including any
Director holding a salaried employment or othcc in the Company; or

let the making by the Company of loans to persons. other than Directors. bone tide in the
employment of the Company with a view to enabling those persons to purchase or
subscribe for fully?paid shares in the Company or its holding company {if any) to be held
by themselves by way of bene?cial ownership.

 

 

 

 

l4.



Except as required by law. no person shall be recognised by the Company as holding any share
upon any trust, and the Company shall not be bound by ur recognise any equitable. contingent.
Future or partial interest in any share. or (except only as by these Presents otherwise provided or
as by law required] any interest in any fractional part of a share. or any other right in respect ol?
any share. except an absolute right to the entirety thereol'in the registered holder.

Increase of Share Capital

The Company may. by Special Resolution. increase the share capital by such sum. to be divided
into shares of such amount and ot'sueh class or classes. as the Special Resolution shall prescribe.

Any new shares shall be issued upon such terms and conditions and with such rights. priorities or
privileges as the Company in general meeting shall direct.

Unless otherwise directed by the Company in general meeting all new shares shall be olTered to
the Members in proportion to the existing shares held by them. Such offers shall be made by
notice specifying the number to which the Member is entitled and limiting a time within
which the otter. it' not accepted. will be deemed to he declined. All such shares. ir'otTcred to the
Members and not taken up by them. shall be disposed of by the Directors in such manner as they
think most bene?cial to the Company.

Any capital raised by the creation of new shares shall. unless othenvise provided by the
conditions of issue. he considered as part of the original capital and shall be subject to the same
provisions with reference to the payment of calls. transfer and transmission of shares. lien or
otherwise. as ifit had been part ofthe original capital.

Reduction of Share Capital
The Company may. by Special Resolution. reduce its share capital and any capital redemption
resent: fund and any share premium account in any manner authorised by the Law and in

particular. without prejudice to the generality of the foregoing power. may:

extinguish or reduce the liability on any of its shares in respect of share capital not paid

up; or
with or t-n'thout extinguishing or reducing liability on any ot'its shares.
ti} cancel any paid up share capital which is lost or which is not represented by

available assets. or

(ii) pay ut?t? any paid up share capital which is in excess of the requirements of the
Company.

and may. il?and so far as is necessary. alter its Memorandum by reducing the amount of its share
capital and of its shares accordingly.

Attention of Share Capital

The Company may, by Special Resolution. from time to time alter its share capital. without
reduction thereof, by;

 

 

(at consolidating and dividing all or any of its share capital into shares of larger amount than
its esisting shares;

sub-dividing its shares. or any of them into shares ofsmaller amount than that titted by its
Memorandum so. however. that in the sub-division the proportion between the amount
paid and the amount. it'anv. unpaid on each reduced share shall be the same as it was in
the case of the share from which the reduced share is deri mad: or

[cl cancelling any shares which. at the date of the passing of the Special Resolution in that
behalf. have not been taken or agreed to be taken. by any person and diminishing the
amount ot?its share capital by the amount of the shares so cancelled.

Whenever, as a result of any consolidation of shares. any Member would become entitled to
fractions of a share, the Directors may. the purpose of eliminating such tractiuns. sell the
shares representing the fractions tor the best price reasonably obtainable and distrihutc the
proceeds of sale in due proportion among the Members. who would have been entitled to the
fractions ot'sharcs. For the purpose ol'any such sale, the lhrecrors may authorise some person to
transfer the shares representing the fractions to the pu rchascr thereof. whose name shall thereupon
he entered in the Register as the holder of the shares and who shall not be bound to see to the
application of the purchase money nor shall his title to the shares be affected hy any irregularity
or invalidity in the proceedings in reference to the sale.

Redeemable Preference Shares
The Company may. subject to the provisions ol'the Law: -

issue Preference Shares which are. or at the option of the Company are to be liable. to be
redeemed; or

{ht convert the whole or any particular class of its Preference Shares into Redeemable
Preference Shares.

Variation of Rights

Whenever the capital of the Company is divided into different classes of shares. the special rights
attached to any class unless otherwise provided by the terms of issue of the shares of that class
may be varied or abrogated. either whilst the Company is a going concem or during or in
contemplation ol'a winding up. with the consent in writing ofthe holders of the
issued shares of that class. or with the sanction of an Extraordinary Resolution passed at a
separate meeting of the holders ol? shares of that class. but not otherwise. I?o every such separate
meeting all the provisions ot'thesc Presents and 0f the Law rclaling to general meetings ol?thc
Company or to the proceedings the-teat shall. mutatis mutandis, apply except that the meessary
quorum shall be two persons holding or representing by proxy at least one-third in nominal
amount of the issued shares of that class (but so that ?at any adjourned meeting ol'sueh holders a
quorum as above de?ned is not present. those holders who are present in person or by proxy shall
be a quorum) and that the holders nt?sharcs of that class shall. on a poll. have one vote in respect
of every share ol'that class held by them respectively.

The Special rights conferred upon the holders ol'any class ofshares issued with preferred or other
special rights shall be demoed to be varied by the rcdumion ol'the capital paid no on such shares
and by the creation of further shares ranking in priority thereto, but shall not {unless otherwise

 

 

Id
'u-J

expressly provided by these Presents or by the conditions of issue of such shares) deemed to
be varied by the creation or issue ol? further shares ranking pari passu therewith or subsequent
thereto.

Share Certi?cates
(3) Every Member shall be 
{ll without payittent. to one certi?cate for all his shares of each class and. when part

only ot? the shares comprised in a certificate is sold or transferred. to a new
certi?cate for the ot?tlte shares so comprised: or

(ii) upon payment of such sum for each certificate as the Directors shall from time to
time determine. to several certi?cates each for one or more of his shares ot'any
class.

Every certi?cate shall he issued within one month after allotment or lodgetnent of

transfer (or within such other period as the conditions of issue shall provide). shall be
under the Seal. and shall specify the shares to which it relates and the amount paid up
thereon and if so required by the Law. the distinguishing number.

in respect of a share held jointly try several pert-tins. the Company shall not be bound to issue
more than one certi?cate. and delivery of a certi?cate a share to one of several joint holders
shall be suf?cient delivery In all such holders.

It'a share certi?cate be defaced. lost or destroyetL it may be renewed on payment ot'such fee and
on such terms {it'any} as to evidence and indemnity and the payment nt?out-of-pockct expenses of
the Company ol'investigating such evidence as like Board thinks 

.lnint Holders of Shares

Where two or more persons are registered as the holders ol'uny shares they shall be deemed to
hold the same asjoint tenants with bene?t ofsuryivorship. subject to the following provisions:-

(3) the Company shall not be bound to register more than four persons as the joint holders of
any shares;

the joint holders ol? any share shall be liable. severally as well asjointly. in respecr ol'all
payments which ought to he made in respect or such share;

any one of such joint holders may give effectual receipts for any dividen? bonus or
return of capital payable to suchjoint holders:

td) only the senior of the joint holders nl'rt share shall be entitled to delivery of the certi?cate
relating to such share or to receive lelcch from the Company or to attend general
meetings of the Company and any notice given to the senior joint holder shall be deemed
notice to all the joint holders: and

for the purpose of the provisions of this Article. seniority shall be determined by the order
in which the names ofthc joint holders stand in the Register.

 

 

 

 

 

 

35.

32.

Register of Members

The Directors shall keep or cause to be kept at the (mice 3 Register in the manner required by the
Law and in each year shall prepare or cause to he prepared and tiled a memorandum containing
the particulars required by the Law.

The Directors shall cause to be entered in the Register in addition to the particulars required to be
so entered by the Law the following particulars -

the mum: and address of each Member. :1 statement at the shares of each class held by
hitn and ofthe amount paid or agreed to be considered as paid on such shares;

the date on which each person was entered in the Register as a Member: and
the date on which any person ceased to be a Member.

The Register shall be kept in such manner as to show at all times the Members for the time being.
and the shares respectively held by 

l'hc Register and a copy of the annual mentoranda referred to in Article 25 shall be open to
inapcction at the of?ce between 2 Hill am. and 1.00 pm. on every business day. Any inspection
by a Member shall be uithout charge. and any inspection by a person other than a Member shall
be subject to the payment each inspection ofsuch fee as is stipulated in the law.

livery Member and any other person may require a copy ot'lhe Register or any part thereofon the
payment of such amount as is stipulated in the Law.

"the Company may. alter giving notice by advertisement in the Gazette to that effect. close the
Register for any time or times not exceeding. iu the whole. thirty days in each year.

Lien

The Company shall have a ?rst and paramount lien on every share (not being it t'ully paid share.)
for all monies. whether presently payable or not. called or payable at a ?xed time in respect of
such shares; and the Company shall also have a ?rst and paramount lien on all shares (other than
fully paid shares} regisrered in the name ot'a single Member for all the debts and liabilities of
such Member or his estate to the Company. whether the same shall have been incurred before or
alter notice to the Company of any equitable or other interest in any person other than such
Member and whether the period for the payment or discharge of the same shall have actually
arrived or not. and notwithstamling that the same are joint debts or liabilities of such Member or
his estate and any other person, whether a Member or not. The Company?s lien tifanyt on a share
shall extend to all dividends or other monies payable thereon or in respect thereof. The Directors
may resolve that any share shall. for some speci?ed period. be exempt from the provisions of this
Article.

The Company may sell. in such manner as the Directors think any shares on which the
Company has a lien. but no sale shall be made unless some monies in respect of which the. lien
exists are presently payable. and fourteen days have expired alter a notice in writing, stating and
demanding payment of the monies presently payable and giving notice of intention to sell in
default. shall have been served on the holder for the time being shares or the person entitled
by reason of his death or bankruptcy to the shares.

 

 

 

 

 

34.

35.

36.

37.

33.

39.

The net proceeds of such sale. atier payment of the costs of such sale. shall he applied in or
towards payment or ol'the debt or liability in respect whereof the lien eaisls. so titr as
the same is presently payable. and any residue shall (subject to a like lien for debts or liabilities
not presently payable as existed upon the shares prior to the sale) he paid to the person entitled to
the shares at the time of the sale. For giving effect to any such sale the Directors may authorise
some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered
as the holder of the shares so transferred and he shot] not he hound to see to the application ot?the
purchase money nor shall his title to the shores be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

Calls on Shares

The Directors may. subject to the provisions ol?thcse Presents and to any conditions of allotment.
from time to time make calls upon the Members in respect ot? any monies unpaid on their shares
(whether on account of the amount of the shares or by way of 'l [Al
{except as otherwise titted by the conditions ol?applicatiott or allotment) no call on arty share shall
he payable at less than Fourteen days from the date appointed for payment of the last preceding
call. and each Member shall (subject to being given at least fourteen days? notice specifying the
time or times and place of payment} pay to the Company at the time or times and place so
speci?ed the amount called on his shares.

A call maybe made payable by instalments. A call may be postponed and a call may be wholly or
in part revel-ted as the Directors may A call shall be deemed to have been made at the
time when the resolution or the Directors authorising the call was passed. The joint holders of a
share shall hejointly and severally liable to pay all calls in thereof.

it a sum called in respect of a share is not paid before or on the day appointed for payment
thereof. the person from whom the sum is due shall pay interest on the sum ?rms the day
appointed for payment thereof to the time ot? actual payment at the rate of ten per cent per unnum
or at such lesser rate as the Directors tmy agree to accept. but the Directors shall he at liberty to
waive payment ot?such intercsr wholly or in pan.

Any sum which by or pursuant to the terms nt? issue ol'a share becomes payable upon allotment or
at any titted date. whether on account of the amount of the share or by way ot'premium shall. for
all the purposes of these Presents. be deemed to be a call duly made and payable on the date on
which. by or pursuant to the terms ot? issue, the same becomes payable. and in case of non
payment. all the relevant provisions of these Presents as to payment of interest. forfeiture or
otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.

The Directors may make arrangements on the issue of shares for a difference between the holders
in the amount of calls to be paid and in the times of payment.

The Directors may. it'they think receive from any Member willing to advance the some. all or
any part ot'the money uncalled and unpaid upon the shares held by him beyond the stuns actually
called up thereon as a payment in advance of calls and such payment in advance of calls shalt
extinguish. so far as the same shall extend. the liability upon the shares in respect of which it is
advanced. and upon the money so received. or so much thereot'es them time to time exceeds the
amount of the calls then made upon the shares in respect of which it has been received. the
Company may {until the same would. but for such advance. become presently payable) pay
interest at such rate as the Member paying such sum and the Directors agree upon or in default ol'

[5

 

 

all.

44-

45.

46.

an agreement at such rate as the Directors shall think ?t PROVIDED THAT any amount paid up
in advance of calls shall not: entitle the holder of the shares upon which such amount is paid to
participate in respect thereofin any dividend until the same would but for such advance become
presently payable.

Forfeiture of Shares

if Member fail:- lo pay on). call or instalment of a call on or before the day appointed for
payment thereof; the Directors may at any time thereafter. during, such titne as any part of such
call or instalment remains unpaid. serve a notice on him requiring payment ot'so much oftlte call
or instalment as is unpaid. together with any interest which may- have accrued and any expenses
which may have been incurred by the by reason ofsuch non- payment.

The notice shall name a further clay [not earlier than fourteen days from the date of service
thereot) on or before which and the place where the payment required by the notice is to be made.
and shall State that in the event of now payment at or before the time and at the place appointed.
the shares on which the call was made will be liable to be forfeited.

if the requirements ol'any such notice as aforesaid are not complied with. any share in respect of
?Inch such notice has been giten may at any time the-matter, before payment of all calls and
interest due in respect thereof have been made. be forfeited by a resolution of the Directors to that
ctfect. and such forfeiture shall include all dividends which shall have been declared on the
forfeited shares and not actually paid before the forfeiture.

When on}' share has been forfeited in accordance these Presents. notice ofthe forfeiture shall
forthwith be given to the holder of the share or the person entitled to the share by transmission. as
the case may he. and an entry nfsueh notice having been given. and ol'thc forfeiture with the date
thereof. shall forthwith he made in the Register opposite to the entry of the share: but no
forfeiture shall be in any manner invalidated by any omisution or neglect to give such notice or to
make such entry as aforesaid

A I'ort'ciu-d share my be sold. rc-allottcd or otherwise disposed of. either to the person who was
before forfeiture the holder thereof or entitled thereto. or to any other person. upon such toms
and in such manner as the Directors shall think lit. and at any time before a sale. or
disposition the forfeiture may be cancelled on such terms 215 the Directors think fit. The Directors
may. if necessary. authorise some person to transfer a forfeited share to any other person as
aforesaid.

A Member whose shares have been forfeited shall cease to be a Member in respect of the
forfeited share but shall. notwithstanding the forfeiture. remain liable to pay to the Company all
monies which at the date of forfeiture were presently payable by hitn to the Company in respect
ofthe shares. with interest thereon at the rate often per cent per annum from the date of forfeiture
until payment and the Directors may enforce payment without any allowance for the value of the
shares at the time of forfeiture.

An af?davit by a Director or the Secretary that a share has been duly forfeited on a date stated in
the declaration shall be conclusive ewdence of the facts therein stated as against all persons
claiming to be entitled to the share and such af?davit and the receipt of the Company for the
consideration (ifany) given for the share on the sale. re-allotment or disposal thereof. together
with the certi?tmte for the share delivered to a purchaser or allottee thereof. shall (subject the
execution of a transfer if the same be so required) constitute a good title to the share and the

 

 

 

47.

48.

49.







I 

55.

56.

person to whom the share is told. re-aliotted or disposed ot'shail be registered as the holder ofthe
share and shall not he bound to sec to the application of the consideration til'anyl. nor shall his
title to the share be atl?ected by any irregularity or invalidity in the proceedings in reference to the
forfeiture. sale. rte-allotment or disposal ot?the share.

The provisions of these Presents as to forfeiture shall apply in the case of non-payment of any
sum which by the terms ofisstte ofa share becomes payable at a ?xed time. whether on account
ot'thc amount of the share or by way of premium. as if the same had been payable by virtue ofa
call duly made and noti?ed.

Transfer and Transmission of Shares

All transfers of shares shall be effected by notice in Iwriting [a "?l'ranst'cr Notice") in the usual
common form or in any other fonn approved by the Directors.

All Notices shall be signed by or an behali'ot'tlte transform and. in the case ofa partly
paid share. by the transferee. The shall be deemed to remain the holder of the share
until the name of the transferee is entered on the Register in respect Ihercot.

The Directors may in their absolute discretion. and without assigning any reason therefore, refuse
to register any transfer of shares to a person of whom they do not approve. and they may also
refuse to register any transfer of shares on which the Company has a lien.

The Directors may decline to recognise any 'I'ransfer Notice. unless:-

ta) the Transfer Notice is deposited at the Of?ce or such other place as the Directors may
appoint accompanied by the certi?cate for the shares to which it relates and such other
evidence as the Directors may reasonably require to show the right of the transferor to
make the transfer; and

the Transfer Notice is in respect of only one class of shares.

If the Directors refuse to register a transfer of any shares they shall. within two months atier the
date on which the transiier was lodged With the ('ontpany. send to the transferee notice of the
refusal

The registration ofsharcs or of any class of shares shall be suspended whenever the
Directors close the Register in accordance with Article 30 hereof.

Unless otherwise decided by the Directors in their sole discretion. no ice shall be charged in
respect of the registration of any probate. letters of administration. certificate of marriage or
death. power ofattomcy or other document relating to or ali'iecting the title to any shares.

All ?l'mnsfer Notices relating [it transfers of shares which shall be regisrered shall be retained by
the Company. but any Transfer Notices relating to transfers of shares which the Directors may
decline to register shall (except in any case of fraud) he retumcd to the person depositing the
same.

In respect of any allotment of any share the Directors shall have the same right to decline to
approve the registration of any renounce of any allottec as it" the application to allot and the
renunciation were a transfer of a share under these Presents.

 

 

 

57.

58.

59.



65.

In the case of the death of a Member the survivors or survivor where the deceased was a joint
holder and the executors or administrators of the deceased where he has a sole or only surviving
holder, shall be the only persons recognised by the Company as having any title to his interest in
the shares. but nothing, in this Article shall release the estate of a deceased joint holder from any
liability in respect ofany sharejointly held by him

Any guardian of an infant Member and any curator of a Member under legal disability and any
person becoming entitled to a share in consequence of the death or bankruptcy of a Member may.
upon such evidence as to his title being produced as may from time to time be required by the
Directors and subject as ltereina?er provided. elect either to be registered himself as the holder of
the share or to have some person nominated by him registered as the holder thereof.

If the person so becoming entitled shaJl elect to be registered himself. he shall deliver or send to
the Company a Notice signed by him stating that he so elects. If he shall elect to have
another person registered. he shall testify his election by signing a Transfer Notice in favour of
that person. All the limitations. restrictions and provisions ofthese Presents relating to tlte tight to
transfer and the registration of transfers ofshares shall be applicable to any such Transfer Notice
as aforesaid iL?i would have existed had such transfer occurred before the death or of
the Member conccmed.

A person becoming entitled to a share by reason of the death or bankruptcy ofthe holder shall be
entitled to the same dividends and other advantages to which he would be entitled if he were the
registered holder of the share. except that he shall not. before being registered as a Member in
respect ot'thc share. be entitled in mspect of it to exercise any right conferred by membership in
relation to meetings of the Company PROVIDE-II) ALWAYS TllA l' the Directors may at any
time give notice requiring any such person to elect either to be registered himself or to transfer
the share and if the notice is not complied with within one month such person shall be deemed to
have so elected to be registered himself and all the restrictions on the transfer and of
shares contained in these Presents shall apply to such election.

General Meetings

The first annual general meeting shall be held not being more than eighteen months after the
registration ot?the Company and at such place as the Directors may determine.

Subsequent annual general meetings shall be held once in every calendar year. at such time and
place as may be detenttined by the Directors, Wilhl? eleven months of the Accounting Date.

All Other general meetings may he held in the Gambia or elsewhere and shall be called
extraordinary general meetings.

The Directors may whenever they think tit. and upon a requisition made in writing by Members
in accordance with the law the Secretary shall. convene an extraordinary general meeting ol'thc
Company.

At any extraordinary general meeting called pursuant to a requisition. unless such meeting is
called by the Directors. no business other than that stated in the requisition as the objects of the
meeting shall be transacted.

 

67.

63.

b9.

70.



Notice oI'Generttl Meetings

At least ten days' notice shall be given ol'et?ery general meeting. The notice shall be exclusive of
the day on which it is served or deemed to be served and of the do}: list which it is given. livery
notice shall be in writing and shall specify the place. the day and the time of the meeting and in
the ease of special business. the general nature of such business and in the case of an annual
general meeting. shall specil} the meeting as such. Notice meeting shall be given in the
manner hereinafter mentioned to all the Members.

A meeting of the t'ompany shall. notwithstanding that it is called by shorter notice than that
speci?ed in Article 66 hereof. be deemed to have been duly called it' it is so agreed: 

in the ease ot? annual general meetings or meetings to pass a Special Rowlution. by all the
Members entitled to attend and vote themt: and

(bi in the case of any other meeting, by a majority in number of Members having a right to
attend and vote at the meeting, being a majority together holding not less than seventy?
fivc per cent in nominal value ol'the shares giving that right.

in every notice calling a meeting or'the Company there shall appear with reasonable prominence

a statement that a Member entitled to attend and vote is entitled to appoint one. or more modes to

attend and vote instead ol?him and that a proxy need not also be a Member.

It shall be the duty of the Company. subject to the provisions of the Law. on the calling of a
meeting on the requisition in netting of such number 0! Members as is speci?ed by the Law:-

to give to Members entitled to receive notice of general meetings notice titan}.r resolution
which may properly be moved and it is intended to move at that meeting: and

to circulate to Members entitled to have notice ol'any general meeting sent to them. any
statement of not more than one thousand words with respect to the matter referred to in
any proposed resolution or the business to be dealt with at that meeting.

The accidental mission to give notice ol'n meeting to. or the non- receipt nl'notice ot'a meeting
by. any person entitled to receive notice shall not msalidtue the proceedings at that meeting.

Proceedings at General Meetings

The functions of the Generul Meeting of the Shareholders shall be as follows:

To appoint the Chairman and the Managing Director as well as the Members of the Board
of Directors:

(in To determine the policies as well as the generat guideline for the subsidiary companies.
and to ratify the resolutions of the said companies' boards of directors in connection with:

b- I) the obtainment nl?nr granting monetary facilities - i.e. Rial and other currencies 
for a period more than one ?scal year:

I9

 

 

'34.

75.

76.

b?2] granting ?nancial surctics for the amounts more than one million Dollars or the
Rial equivalents;

b?3J fon?nation and dissolution of subsidiary companies. or ol'hranches abroad:
be? joining, into or going our from the joint ventures or participation agreements;

b-S) granting ?nancial aids and or gratuitous transfer of ownership of companies'
properties or assets:

tender procedure and regulations:
To appoint auditors and legal inspectors:

To examine and approw the operational plans as well as the chapters and general items
at the budget;

to} lo approve the balance sheets and ?nancnal statements;
{0 To decide on the increase or" the company's capital:
(gl To decide on any issues which. subject to the Articles ot?Association. may fall within the

capacity ot?the General Meeting.

The General .?titeetitu;I shall be presided over by the L'hainnan ol' the NIOC Board oI'Direetors {in
his capacity as the Chairman of the General Meeting} or his deputy to be nominated for this
purpose by him. and the mesence ol?at least six members (principal or alternate) shall form a
quorum. 'l'hc resolutions of the General Meeting shall be valid by the majority ot?tive votes.

Corporate Members

Any corporation which is a Member of the Company may by resolution of its directors or other
governing body authorise such person as it thinks lit to act as its representative at any meeting of
Members (or of any class of Members) and the person so authorised shall be entitled to exercise
on behalf of the corporation which he represents the some powers [other than power to appoint a
proxy) as that corporation could exercise iftt were an inditidual.

Directors

Unless and until otherwise detcnnincd by the Company in general meeting the number of
Directors need not exceed one. lt'antl so long as there shah be a sole Director in of?ce he shall
have authority to exercise all the powers vested in the Directors by Law or by these Presents
notwithstanding any other provision in these Presents.

The Subscribers to the Metnonutdum of Association or a majority of them shall appoint in writing
any one person to be the ?rst Director and to act as Chairman of the Board of Directors on such
Icons and tin such period as they may determine.

A Director need not he a Member but shall nevertheless be entitled to receive notice of and to

attend and speak at any general meeting or at any separate meeting of the holders ot?any class of
shares in the Company.

20

 

 

 

 

7'7.

73.

'79.

The Directors shall be paid out of the Funds of the Company their travelling and other expenses
properly and necessarily expended by them in attending meetings ofthe Directors or Members or
otherwise on the affairs ofthc Company. they shall also be paid by way of remuneration for their
services such sum as shall be fixed by the Company in general meeting. which shall be divided
between them as they shall agree or. falling agreement. equally and shall be deemed to accrue
from day to day. If any Director shall be appointed agent or to perform extra services or to make
any special exertions or to go or reside ulnoad for any of the purposes of the Company. the
Directors may remunerate such Director or Directors therefore either by a ?xed sum or by
commission or participation in pro tits or otherwise or partly one way and partly in another as they
thinlt fit: such remuneration may be either in addition to or in substitution for his or their
remuneration hereinbct'ore provided.

Alternate Directors

Any Director mag.r at his sole discretion and at any time and from titne to time by notice in Iwriting
under his hand served upon the Company appoint any person as an alternate Director to attend
and vote in his place at any meetings ofthe Directors at which he is not personally present. and
such appointments may be made generally or for any period or for any particular meeting or
meetings. l?ach Director shall be at liberty to appoint under this Article more than one alternate
Director PROVIDED only one such altemute may at any one time act on behalf of the
Director by whom he has been appointed. Every such appointment shall be effective and the
following provisions shall apply in connection merewith:-?

every alternate Director while he holds ollicc its such shall be entitled to notice of
meetings of the Directors and to attend and to exercise all the rights and privileges ot'his
appointor at all such meetings at which his appointor is not personally present:

every such alternate Director shall ipso facto vacate ottiee if and when his appointment
expire-t by eftluxion of time or the Director appointing him vacates of?ce as a Director or
removes the alternate Director from otlicc as such by notice in Writing under his hand
served upon the Company:

(cl every altematc Director shall be entitled to be paid all travelling. hotel and other expenses
reasonany incurred by him in the exercise of the duties and privileges of his Ollicc. The
remuneration of such an alternate shall be payable out of the remuneration payable to the
Director appointing him and the proportion thereot'sltall be agreed between them;

at Director may :1L't as alternate Director for another Director and shall be entitled to vote
tor such other Director as well as on his own account. but no Director shall at any
meeting be entitled to act as alternate Director for more than one other Director: and

a Director who is also appointed an alternate Director shall he considered as two
Directors for the purpose of making a quorum of Directors when such quorum shall
excecdtwo.

livery instrument appointing an alternate Director shall as nearly as circumstances will admit be
in the following form or to the effect following:-

?anttran lntertrade Co. (NICO) Limited

 

 

 

80.



3'1

83.

35.

a Director ol'thc above named Company. in pursuance of the power in that behalf contained in
the Articles ol'Assoeiutiou ol' the Company. do hereby nominate and appoint

of

to act as altemate Director in my place at any meeting of the Directors which I am unable to
attend and to excretsc all my duties as a Director of the Company.

Signed this day of 20

The appointment ot'un Director and any revocation thereof shall take ett'ect when lodged
at the Of?ce.

Borrowing Powers

Subject to Article the Directors may at their discretion exercise all the powers of the
Company to borrow or raise money and to raise or secure the repayment ot'such sum or sums of
money in such manner and upon such terms and conditions in all respects as they think tit and in
particular. without prejudice to the generality of the by the issue of unsecured notes or
bonds or by the issue of bonds. debentures. mortgages. charges or other security charged upon the
undertaking or the whole or any part ofthe property of the Company.

Any debentures or other securities issued or to be issued by the Company under Article El shall
be issued under the control ot'thc Directors. who may issue them upon such terms and conditions
and in such humour and for such consideration as they may direct.

If the Directors or an} ol'them or any ether person shall personally become liable for the payment
of any sum primarily due [tom the Company. the Directors may create or cause to be created a
mortgage or hypothec on the whole or any part of the real property of the Company or may
execute or cause to he executed any charge. pledge or security over or al'l'ccting the whole or any
part ofthe other assets of the Company by way of indemnity to secure the Directors or persons so
becoming liable as ntoresatd from any loss in respect ol'sueh liability

of Directors

The business of the Company shall be managed by the [Directors who may exercise all such
powers of the Company these Presents required to be exercised by the
Company in general meeting. subject nevertheless to any regulations of these Presents. to the
provisions of the Law and to such regulations. being not inconsistent 1with the aforesaid
regulations or provisions. as may be prescribed by the Company in general meeting. but no
regulations made by the Company in general meeting shall invalidate any prior act of the
Directors which would have been valid if such regulations had not been made.

The Directors may from time to time and at any time by power of anomey under the Seal appoint
any company. ?rm or person or any ?uctuating body of persons. whether nominated direcrly or
indirectly by the Directors. to be the anomey or attomeys of the Company for such purposes and
with such powers. authorities and discmtions (not exceeding those tested in or exercisable by the

 

 

 

 

36.

37.

38.

Directors under these Presents} and for such period and subject to such conditions as they may
think tit and any such pioner of attomcy may contain such provisions for the pmteetion and
convenience of persons dealing with any such attorneys as the Directors may think tit and may
also authorise any such attorney to sub-delegate all or any of the powers, authorities and
discretions . in him.

All cheques. promissory notes. drafts. bills of exchange and other negotiable or transferable
instruments and all receipts [of monies paid to the Company shall be signed. drawn. accepted.
endorsed or othenvise executed. as the case may he. in such manner as the Directors shall from
time to time by resolution determine.

Without prejudice to any of the powers by these Presents or by the Law conferred upon the
Directors. it is hereby declared that they shall have the lhllowmg powers:-

ta) to appoint. remove or suspend any managers. secretaries. or?cers. clerics. agents.
mandataires or servants and to direct and control them and lit: and pay their
remuneration:

to enter into negotiations and agreements or contracts (preliminary. conditional or ?nal}
and to give effect to. modify. vary or rescind the same and to execute and do all such
deeds and things in the name of the Company as they may consider expedient in relation
to any of the matters herein mentioned or otherwise for the purposcs ot'thc Company;

[Cl to give. award or allow an) pension. gratuity or commnsation to any employee or
Director of the Company or his widow or children that may appear to the Directors just or
proper whether such employee or Dim-tor. his widow or children have or have not a legal
claim upon the Cotnpany:

to give receipts. releases and discharges on bchalt'ot?the Company:

to commence and carry on or defend and to abandon or any legal
proceedings whatsoever. including proceedings in on hehait?of the Company.
to refer any claim or demands by or against the Company to arbitration and to observe
and the awards and to accept compensation from or give time to any debtor or
conmbutory owing money or alleged to owe money to the Company:

to to acquire. invest in or hold any shares. stocks. debentures. debenture stocks. bonds,
obligations or securities or other investments:

{El to remunerate any person rendering services to the (Imupany whether in its regular
employ or not in such manner as may seem ?t whether by cash. salary. boaus or shares or
debentures or share of pro?ts. either in any particular transaction or generally or
howsoever otherwise; and

to open and keep banking accounts in the name of the Company with such bank or hanks
as the Directors may from time to time determine.

Disquali?cation. Retirement and Removal of Directors

The of?ce ot?a Director shall be vacated:-

1.)
'u-P

 

 

89.

90.



91

94.

il'he shall send in his resignation in writin 
(it) it?hc becomes bankrupt or insolvent or compounds with his creditors:
(ct it' he becomes ot'unsound mind or be found to be a lunatic:

if he be placed under interdiction whereby he is deprived of the of his
property; or

ifiic he rcmowd from ollice by the Chairman or pursuant to Articic ISO hereof.
he Directors shall not be subject to retirement by rotation.
Deleted.

?l'mnsaetions with Directors

A Director, including an alternate Director. may hold any Other of?ce or place of pro?t under the
Company (other than the of?ce or? auditor) in conjunction with his ot?tice or' Director and may act
in a prolcssional capacity to the Company on such terms as to tenure of ottice. remuneration and
othenvise as the Directors may detcmtine.

No Director or intending Director or attenuate Director shall be disquali?ed by ltis of?ce from
contracting with the Company either with regard to his tenure of any other otiice or place of
pro?t or as vendor. purchaser or otherwise, nor shall any such contract. or any contract or
arrangement entered into by or on behnll'ol' the ontpuny In which any is in any way
whether directly or indirectly interested. be liable to be avoided. nor shall any Director so
contracting or being so interested be liable to account to the Company tor any pro?t realised by
any such contract or arrangement by reason of such Director holding that of?ce or of the
?duciary relationship thereby established.

Any Director or alternate Director may continue to be or become a director or other of?cer or
member of or Otherwise interested in any other company promoted by the Company or in which
the Company may be interested. as a member or otherwise. and no such Director shall be
accountable for any rcrnunerat ion or other bene?t received by him as a director or other of?cer or
member of. or from his interesting. any such other company. The Directors may exercise the
voting power conferred by the shares ol'uny other company held or owned by the Company or
exercisable by them as directors of such other company in such manner in all respects as they
think lit {including the exercise thereof in t'at-our oi any resolution appointing themselves or any
of them directors or other of?cers of such company. or voting or providing for the payment of
remuneration to the directors or other of?cers of such company} and any Direcror may vote in
favour of the exercise of such voting rights. notwithstanding that he may he. or about to be,
appointed a director or other of?cer of such other company. or is or may become intereSIed in the
exercise voting rights.

A. Director or alternate Director who is in any way whether directly or indirectly interested in a
contract or proposed contract with the Company shall declare the nature of his interest at a
meeting of the Directors. In the case ot?n pmposed contract. the declaration shall be made at the
meeting ot? the Directors at which the question ol'entering into the contract is ?rst taken into
consideration. or, it' the Director was not at the date ot'that meeting interested in the proposed
contract. at the next meeting of Directors held a?er he became so interested. In a case where the

 

 

 

95.

97.

98.



Director becomes interested in after it is made the declaration shall be made at the ?rst
meeting of the Directors held after the Director becomes so interested. In a case where a Director
is interested in a contract which has been made before he was appointed a Director. the
declaration shall be made at the ?rst meeting of the Directors held after he is so appointed.

For the purposes of Article 94 hereof. a general notice given to the Directors by any Director to
the effect that he is a member ot?nny specified company or ?rm and is to be regarded as interested
in any contract which may nticr llte date of the notice. he made with the company or ?rm shall. if
such Director shall give the same at meeting ol'the Directors or shall take reasonable steps to
secure that it is brought up and read at the next meeting of the Directors other it is given. be
deemed a suf?cient declaration of interest in relation to any contract so made.

Managing Director or General Manager

Subject to the continuation by the General Meeting. the Chairman of the Board ot'l?tirectors may
appoint. on such time and For such period as he may detcmtine. on) one person whether Dirtxtor
or not to act as either the Managing Director or the Licneral Manager of the Company.

?l?hc Board may entrust to and confer upon the Managing Director or tiencral Manager any or all
of the powers exercisable by the Board. upon such terms and conditions and with such restrictions
as it thinks tit. and either collaterally with or to the cachet-ion of their own pO?lth'lS and may from
time to time revoke. withdraw. alter or vary oil or any ol'such powers.

Proceedings of Directors

The Dim-cum may meet together for the despatch of business. adjourn and otherwise regulate
their meetings as they think lit. Questions arising at any meeting shall be detenninod by a
majority of votes. In case ol? on equality of votes the Chairman shall have :1 second or casting
vote. A Director who is also an alternate Director shall be entitled. in the absence of'llte Director
whom he is rcpresattittg. to :1 separate vote on Director in addition to his own vote.
A Director may. and the Secretary on the requisition of a Director shall. in on}r time. summon a
meeting of the Directors by giving to each Director and alternate Director not less than twenty-
l'onr hours' notice of the meeting PROVIDED THAT any may he concerted at shorter
notice and itt such manner as each Director or his altematc Director shall approve.

The quorum necessary for the transaction of the business of the Directors may be ?xed by the
Directors. and unless so ?tted at any other number shall be two. For the purposes of this Article
an alternate Director shall be counted in it quorum. but so that not less than two individuals will
constitute the quorum.

A Director, his interest. may be counted in the quorum present at any meeting
whet-cat he or any other Director is appointed to hold any of?ce or place of pro?t under the
ornpany. or the terms of any such appointment are arranged. and he may vote on any
such appointment or arrangement. other than his own appointment or the arrangement of the
terms thereof.

Subject to the provisions of these Articles. 8. Director may? vote in respect of any contract or
arrangement in which he is interested and he may be counted in the quorum for the meeting when
any such contract or arrangement is considered.

 

 

 

102.

[05.

It]?

103.

The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in
their body. but il'and to long as the number ot'ltireelon is reduced below the minimum number
?tted by or in accordance with these Presents or below the number ?xed by or pursuant to these
as the quorum ot?Dircctona. the continuing Directors or Director may act for the purpose
ot' titling vacancies in their body or ot'snmmoning a general meeting of the Company. but not for
any other purpose. It there be no Dircdors or no Director able or willing to act. then any two
Members may common a general meeting for the purpose ot? appointing Directors.

The Chairman shall preside at all meetings ot'the Directors. lt?at any meeting he is not present
within ?fteen minutes otter the time appointed for holding the meeting the Directors present shall
choose one of the Directors present to be Chairman ot'thc meeting.

A meeting ol'thc Directors for the time being at which a quorum is present shall be competent to
exercise all powers and disc-retinas tor the time being exercisable by the Directors.

the Directors may delegate any of their powers to committees consisting of such members or
member ot'their body or *iuCh other persons as they think tit. Any committee so formed shall in
the exercise of the powers so delegated conform to any regulations that may be imposed on it by
the Directors. he meetings and proceedings of any such consisting of two or more
members shall be governed by the provisions of these Presents regulating the meetings and
proceedings of the Direcrors. so far as the same are applicable and are not superseded by any
regulations made by the Directors under this Article.

A resolution in writing signed by it of:
the Directors titr the time being entitled to receive notice ofa meeting of the Directors: or

(bl the member: ofn committee ot?Direetors for the time being entitled to receive notice ot?a
meeting ot?thc committee of Directors;

shall be valid and ctl'ectual at it'it had been passed at a meeting oi the Directors or of the relevant
committee at Directors [as the case may be} duly convened and held and may consist ot?two or
more documents in like form each signed by one or more of the Directors or members of the
relevant committee [as the case may be).

All acts done bona tide by any meeting of Directors or ot?a committee appointed by the Directors
or by any person acting as a l)ll?L?CI?t' shall. notwithstanding that it is a?erwards discovered that
there was ?some dell-ct in the appointment of any such Director or committee or person acting as
aforesaid. or that they or any of them ?ere disquali?ed or lutd vacated of?ce or were not entitled
to Vote. he as valid as if every such person had been duly appointed and was quali?ed and had
continued to be a Director or a member of a committee appointed by the Directors and had been
entitled to vote.

The Direcwrs shall cause minutes to he made:-
of all appointments ofol?ticers mode by the Chairman;

(bl of the names of the Directors and other persons present at each meeting of Directors and
ofany committee appointed by the Directors: and

 

 

 

I09.

I10.



of all resolutions and proceedings at all meetings of the Company and of the Directors
and appointed by the Directors.

An}- such minute. it' purporting to be signed by the Chairman. shall be evidence of the
proceedings.

Telephone Meetings olDirectors

For the purposes ot'Anicies 9'3 to 103 inclusive. :1 until-react: ol? the Directors. notwithstanding
that. at the time it held, the Directors participating therein t"the Participating Directors") are
not present together in the same place. shall be deemed to constitute a meeting thereof provided
that;?

all m? the Participating Directors are. at the time of such in direct
sitnultanemts oral with each other whether by way of telephone, audio-
visual link or other form of telecommunication and have agreed to hold the meeting in
the manner described in this Article; and

the meeting is in all other respects duly convened and constituted and for these purposes
references in Articles 98 to 108 inclusive to me tings shall. in so far mt the).I relate to the
proceedings or powers of the Directors. be construed accordingly.

Secretary

The Secretary shall be appointed by the Chairman and any secretary so appointed may be
removed by the Chat rrnan. Anphing required or authorised to be done by or to the Seetetary may.
i the of?ce is vacant or there is for an} other reason no secretar} capable of acting. be done by or
to any assistant or deputy secretary or if there is no assistant or deputy secretary capable of acting.
by or to any otiicer ol' the Compare. authorised generally or specialty in that behalf by the
Directors 'l IIAT an}r provisions ol'these Presents requiring or authorising a thing to
be done by or to a Director and the Secretary shall not be satis?ed by its being done by or to the
same person acting both as Director and as. or in place of. the Qecretars.

Seat

The Directors. shall provide for tlte sal'e custody of' the Seal and the Seal shall never be used
except the authority of a resolution of the Directors or of a committee of the Directors
authorised in that behalf by the Directors,

The may from time to time such regulations as they think lit detennining the
persons and the number of such persons who shall sign every instrument to which the Seal is
and until otherwise so determined every such shall be signed by one Director
and shall be countersigned by the Secretary or by a second Director.

Authentication of Documents

 

 

 

 

 

ll3.

1H.

Ill?).

[17.

118.



l20.

Any Director at the Secretary or any person appointed by the Board for the purpose shall have
power to authenticate any documents affecting the constitution of the Company lincltiding the
Memorandum and Articles of Association} and any resolutions pressed by the Company or the
Board. and any books. records. documents and accounts relating to the business of the Company,
or to certify copies thereof or extracts therefrom as true copies or extracts; and where books.
records. documents or accounts are elsewhere than at the Of?ce. the local manager or other
of?cer or the company having the custody thereof?shall be deemed to he a person appointed by
the Board as aforesaid.

Dividends

The profits ot'tltc available for dividend and resolved to be distributed shall be applied
in the payment of dividends to the members in accordance 'with their respective rights and
priorities. The Company in general meeting may declare dividends accordingly.

Nn dividend shall be payable except bill of the pro?ts of the Company. and no dividend shall
exceed the amount recommended by the Directors.

Subject to any particular rights or limitations as to dividend for the time being attached to any
shares. as may be specified in the Schedule hereto or upon which such shares may be issued. all
dividends shall be declared. proportioned and paid pro-rate according to the amounts paid up on
the shares {otherwise than in advance of calls] during any portion or portions of the period in
respect of which the dividend is paid.

The Directors may. ii'Ihcy think tit. front titnc to time pay to the Members such interim dividends
8 appear to the Directors to be justi?ed by the pro?ts ot'thc Company. Ifat any time the share
capital of the Company is divided into different classes. the Directors may pay such interim
dividends in respect of those shares at the capital ot?thc Company which confer on the holders
thereof deferred or rights. as well as in respect ofthose shares which confer on the
holders thereof prericrential rights with regard to dividend and the Directors may also pay half-
ycarly. or at other suitable intervals to be sealed by them. any dividend which may be payable at
a ?xed rate are of the opinion that the pro?ts justify the payment. Provided the Directors
act bone tide they shall not incur any personal responsibility to the holders ol'shnres conferring a
preference for any damage that they may suffer by reason of the payment oi an interim dividend
on any shares having deferred or rights.

The Directors may deduct from any dividend or other monies payable to any Member on or in
respect of a share all sums of money (if any] presently payable by him to the Company on
account or otherwise in relation to the shares Company.

All unclaimed dividends may be invested or otherwise made use of by the Directors for the
bene?t oi'the Company until claimed. No dividend shall bear interest as against the Company.

Any dividend which has remained unclaimed for a period of ten years from the date of
declination thereof shall. if the Directors rthrill so resolve. be forfeited and cease to remain owing
by the Company and shall thettcei?nnh belong to the Company absolutely.

Any dividend or other monies payable on or in rewpect of it share may he paid by cheque or
warrant sent through the post to the registered address of the Member or person entitled thereto.

 

 

 

[24-

ll?.

and in the case ot'joint holders to any one or such joint holders. or to such person and to such
address as the holder orjoint holders may in writing direct.

Every such cheque or warrant shall be made payable to the order of the person to whom it is sent
or to such other person tot the holder or joint holders may in writing direct. and payment of the
cheque or warrant shall he a grant discharge to the Company. livery such cheque or warrant shalt
be sent at the risk of the person entitled to the money represented thereby.

A general meeting declaring a dividend may. upon the recommendation of the Directors. direct
payment of such dividend wholly or in part by the distribution 03' speci?c assets. and particular
of paid up shares or debentures of any other company. and the Dimmers shall give etTect to such
resolution: and where any ditliculty arises in regard to the distribution they may settle the same as.
they think expedient. and in particular may issue fractional certi?cates. and may ?x the value for
distribution ol'such speci?c assets or any part thereof. and may determine that cash payment shall
be made to any Members upon the hinting at the value so ?xed. in order to adjust the rights of
Members. and may vest any speci?c assets in trustees upon trust for the persons entitled to the
dividend as may seem expedient to the Directors, and generally may make such arrangements for
the allotment, acceptance and sale of such speci?c assets or fractional certi?cates. or any part
thereof. and otherwise ?h they think tit.

Any resolution declaring a dividend on the shares of any class. whether a resolution ot? the
Company in general meeting or a resolution of the Directors or any resolution ot'thc Directors the
the payment of a fixed dividend on a date prescribed for the payment thereof. may specify that the
same shall be payable to the persona; registered as the holders of shares of the class concerned at
the close ot?business on a particular date. mtwithslunding that it may be a date prior to that on
which the resolution is passed (or. as the case may be. that prescribed for payment of a ?tted
dividend}. and thereupon the dividend shall be payable to them in accordance with their
respective holdings so registered. but without prejudice to the rights inter in of such
dividend ot'transfemrs and transits-oer. of any shares ofthc relevant class.

Reserve Fund

Before the declaration of a dividend the Directom may set aside any part of the net pro?ts ofthc
Company to create a reserve fund. and may apply the same either by employing it in the business
ol'thc Company or by investing it in math a manner (not being the purchase of or by way of ban
upon the shares ot the Company) as they think lit. Such reserve fund may be applied the
purpose of maintaining the property of the Company. replacing wasting assets. meeting
contingencies. forming, an insurance fund. or equaltsing dividends or special dividends. or for any
other purpose tior which the net pro?ts of the Company may lawfully be used. and until the same
shall he applied it shall be deemed to undivided pro?ts. The Directors may also carry
forward to the accounts of the succeeding year or years any balance of pro?t which they shall not
think tit either to divide or to place to reserve.

The Board shall transfer to a share premium account. as required by the Law. the amount or vat no
of any premium at which shares in the Company may be issued and. subject to the Law, the
provisions of these Presents relating to reserves shall be applicable to the sums for the time being
standing to the credit ol'the share premium account.

(Tapiulisittion

 

 

 

127.

123.

i290

l30.

The Company may by Extraordinary Resolution. upon the recommendation of the Directors.
resolve that it is desirable to capitalise any undivided pro?ts of the Company (including pro?ts
carried and standing to any reserve or reserves) not required for paying the ?xed dividends on any
shares entitled to ?xed preterenual dividends with or without Further participation in pro?ts. or
any sum carried to reserve as a result of the sale or revaluation of the assets of the Company
{other than goodwill} or any pan thereof or. subject to hereinn?er provided. any sum standing to
the credit ol? the Company's share premium account or capital redemption reserve fund and
accordingly that the Directors be authorised and directed to appropriate the pro?ts or sum
resolved to be capitalised to the Members in the proportion in which such pro?ts or sum would
have been divisible amongst them had the same been applicable and had been applied in paying
dividends. and to apply such prolits or sum on their behalf. either in or towards paying up the
amounts. il'ttny, for the time being unpaid on any shares held by such Members or in
paying up in full either at par or :n such premium as the said resolution may provide. any
unissued shares or debentures of Company. such shares or debentures to be allotted and
distributed. credited as fully paid up. to and amongst such Members in the proportions aforesaid.
or partly in one way and partly in the other PROVIDED THAT the share premium account and
the capital redemption reserve fund may. for the purposes of this Article, only be applied in the
paying up ol'unissucd shares to he issued to Members as fully paid.

Whenever such a resolution us aforesaid shall have been passed. the Directors shall make all
appropriations and applications of the protits or sum resolved to be capitalised thereby. and all
allotments and issues of fully paid shares or debentures. il'any. and generally shall do all acts and
things required to give effect thereto. with full power to the Directors to make such provision by
the issue of fractional certi?cates or by payments in cash or otherwise as they think ?t in the more
ol'sharcs or debentures becoming distributable in fractions. and also to authorise any person to
enter on behalf of all the Members entitled to the bene?t ot?such appropriations and applications
into an agreement with the L?ompuny prowding tor the allotment to them respectively. credited as
?illy paid up. of any further shares or debentures to which they may be entitled upon such
capitalisation. and any agreement made under such authority shall be effective and binding on all
such members.

Accounts
The Directors shall cause true accounts to be kept:?
of the transnations ot?thc Company;

of the sums of money received and expended by the and the matters in respect
ot?which such receipts and expenditure take place: and

of the assets and liabilities of the Company.

The books of account shall be kept at the Of?ce or at such place as the Directors may determine.
The Directors shall by resolution determine to what estent and on what conditions the books and
accounts of the Company. or any of them. shall be open to the inspection of the Members. and the
Members. other than such of them as shall also be Direetru's. shall have only the rights of
impaction as are given to them by the Law or by such resolution as aforesaid PROVIDED
ALWAYS THAT the Company in general meeting may direct that any person shall have a right
to inspect and make extracts from the books of the Company.

30

 

l3l.

I33.

136.

13?.

At every annual general meeting the Directors shall lay bctiore the Company a statement of the
income and expenditure for the past year made up to the Accounting Date.

A balance sheet shall be laid before the Company at each annual general meeting and such
balance sheet shall contain a summary of the assets and liabilities ol?lhe Company and shall be
accompanied by a report of the Directors upon the general state of the Company and a
recommendation as to the amount tit?nny) which they propose to set aside as a reserve fund.

A copy of every balance sheet and ot'nll documents annexed thereto. including the report of'rhe
Directors and the auditors. shall. at Icon ten days before the meeting. be served on each Member
in the manner in which notices are hereinallcr directed to he served and on all holders of
debentures and on the auditors.

livery statement of income and and balance sheet passed by the Directors when
audited and approved by any general meeting shall be conclusive. except as regards any errors
discotrered therein within three months utter the approval thereof. Whenever such on error is
discovered within that period. the accounts shall forthwith be corrected and thereupon shall be
conclusive.

Auditors

Auditors ot' the Company may be appointed to hold of?ce for any period or periods and all of the
provisions of these Presents referring to auditors shall apply in respect of any auditors so
appointed and in respect of the period or periods in nhicli they hold or have held of?ce; it being
nevertheless provided that nothing in these Presents shall be so construed as to place any
obligation upon the Company or the Directors to appoint or to have auditors and, save as
aforesaid in this Article. all references in these Presents to auditors shall be construed as meaning
"auditors. il?any?. Auditors 

(at by the Company at an annual general meeting shall hold office from the conclusion of
that meeting until the conclusion ot?thc nest annual general meeting;

(bl before the ?rst annual general meeting of the Company may be appointed by the
Directors and the auditors so appointed shall hold other: until the conclusion of the said
meeting; and

to ?ll any casuttl vacancy in the of?ce ot'nuditor may be appointed by the Directors but
while any such vacancy continues, the surviving or continuing. auditors. ifany. may act.

The remuneration of any auditor or auditors appointed by the Directors shall be titted by the
Directors and of any auditor or auditors appointed by the Company shall be ?xed by the
Company at the annual general meeting at which such appointment shall be made. or in such
manner as such meeting may detenninc.

The auditors shall examine such books. accounts and vouchers as may be necessary for
the performance ot'their duties.

The auditors shall make a report to the Members on the accounts examined by them and
on every balance sheet and revenue accouno'protit and loss laid belore the
Company in general meeting during their tenure of of?ce. and the report shall state
whether in their opinion the balance sheet gives a true and fair view of the state of the

 

 

 

 

Ht].

?44.

Company's affairs and the revenue and loss account gives a true and fair
view of the rcvenuex?prolit loss for the period in question.

to} The auditors shall be litmished with a list nt'all hooks kept by the Company and shall at
all times have the right of access to the books and accounts and vouchers of the ompony
and shall be entitled to require from the Directors and otlicers of the Company such
information and explanations as may be necessaryr for the perl'onnuncc of their duties.

id) The auditors shall be entitled to attend any general meeting ot?thc Company at which any
accounts which have been examined or reported on by them are to be laid before the
Company and to make no} statement or explanations they may desire with rcsoect to the
accounts and notice of every such meeting shall be given to the auditors in the manner
prescribed for the Members.

No person shall be eligible as an auditor who is personally interested otherwise than as a Member
in any transaction of the Company; and no Director or other ol?licer shall be eligible during his
continuance in of?ce.

Notice;

Any notice or document may be served by the Company on any Member either personally or by
sending it through the post in a prc~pnid letter addressed to such Member at his address as
appearing in the Register. In the case ol?joint holders ofa share. all notices shall be given to that
one holders whose name stands ?rst in the Register in respect ot?the joint holding and
notice so given shall be suf?cient nattce to all the 101m holders.

Notices to be posted to addresses outside Gambia. so tar as practicable. be forwarded by pre-paid
airmail.

Any Member present either personally or by proxy at any meeting of the ('nmpany shall. for all
purposes. be deemed to have received due notice ol'such meeting and where requisite. of the
purmses for which such meeting was converted.

Any summons. notice. order or other document required to be sent to or served upon the
Company or upon any of?cer of the may be sent or served by leaving the some or
sending it through the post in a pre-paid letter. envelope or wrapper. addressed to the Company or
to such oiticcr at the (mice.

Any notice or other document. if sent by post. shall be deemed to have been served seventy-two
hours after the time when the letter containing the some is posted and in proving such service. it
shall be suf?cient to prove that the letter containing the notice or document was properly
addressed and duly posted. A notice given by advertisement shall be deemed to have been served
at 9 am. on the day alter the advertisement appears.

Any notice or document delivered or sent by post to or left at the registered address of any
Member in pursuance of these Presents shall. notwithstanding that such Member be then dead or
bankrupt and whether or not the Company has notice of his death or bankruptcy. be deemed to
have been duly served in respect oi'any shares registered in the name of such Member as sole or
joint holder, unless his name shall at the time of' the service of the notice or document have been
removed from the Register as the holder of the share. and such service shall for all purposes he

32

 

 

 

 

1:16.

I47.

143.

149.

deemed a su??icicnt service ot'such notice or on all persons interested (whether jointly
with or as claiming through or under him] in the share.

Winding Up
Subject to any particular rights or limitations for the time being attached to any shares. as may be

speci?ed in the Schedule hereto or upon which such shares may be issued. it the Company shall
be wound up or dissolved. the assets available tor distribution among the Members shall be

applied ?rst in repaying to the Members the amount paid up on their shares respectively. and it?

such assets shall be more than sutl'tcicnt to repay to the Members the whole amount paid tip on
their shares, the balance shall be distributed among the Members itt proportion to the 
which at the time of going into liquidation or dissolution had been actually paid up on their said
shares respectively.

With the sanction of an Extraordinary Resolution any part of the assets of the Company.
including an} shares of other companies. may be divided between the Members in specie. or may
be vested in trusrees for the bene?t ol?such Members and the liquidation ol?the Company may be
closed and the Company dissolved. but so that no Member shall be compelled to accept any
shares there is any liability.

Indemnity

Every Director. Secretary and other officer or servant of the Company shall he indemni?ed by the
Company against. and it shall he the duty of the Directors out of the funds of the Company to
pay. all tests. losses and expenses which any of?cer or servant may incur or become liable to by
reason of any contract entered into. or act or thing done by him as such oilicer or servant. or in
any way in the discharge of his duties. including travelling expenses and the amount for which
such indemnin is provided shall immediately attach as a lien on the property of the Company and
have priority as between the Members over all other claims.

No Director or other of?cer of the Company shall be liable for the nets. receipts, neglects or
dcl?auits ot'any other Director or of?cer. or forjoining in any receipt or other not for confon?nity.
or for any loss or expense happening to the Company through insuf?ciency or de?ciency ot?title
to any property acquired by order of the Directors for or on behalf of the Company. or for the
insuf?ciency or de?ciency ot?any security in or upon which any of the monies of the Company
shall be invested. or for any loss or damage arising, from the bankruptcy. insolvency or tortiotts
act ofany person with whom any monies. securities or etTects shall be deposited. or for any loss.
damage or misfortune whatever which shall happen in the execution of the duties of his
respective of?ce or in relation thereto unless the same happens through his own wiltitl act or
default.

Representatives for Real and Personal Estate
In pursuance of the Law. the power and authority to represent the Company- in all 
relating to real and personal property and all other legal orjudicial transactions. acts and matters
and before all courts of law shall be vested in the Directors for the time being. or one of them or
any other of?cer of the Company or any attorney or mandataire as designated or appointed from
time to time by the Directors.

Overriding Provisions

33

 

 

 

 

E50.

Whenever National Iranian Oil Company (hereina?cr called the ?Parent Company?). or any
subsidiary undertaking of the Patent Compwiy. shall be the holder ol? not less than 90 per cent of
the issued shares in the Company the following provisions shall apply and to the extent of any
inconsistency shall have overriding, eltixt as against all other provisions ol?thcse Presents:?

the Parent Company may at any time and from time to time appoint any person to he a
Director or remove from of?ce any Director howsoever appointed but so that in the case
of a Managing Director his removal from of?ce shall be deemed to be an act of the
Company and shall have elTeeI without preindice to any claim for damages for breach of
any contract ot?serviee bcm'een him and the Company:

the Parent Company may at any time appoint in writing any one person to be a Dircclor
and to act as Chairman ofthc Board of Directors on such terms and for such period as it
may determine or remove any such Chairman from his of?ce as Director and Chairman;

to) no unissued shares shall be issued or agreed to be issued or put under option without the
consent ol? the Parent Company: and

any or all powers of the Directors shall be restricted in such respects and to such extent as
the Parent Company may by notice to the Company from time to time prescribe.

Any such appointment. removal. consent or notice shall he in writing served on the Company and
signed on hehalfol' the Parent Company by arty two of its directors or by any one of its directors
and its secretary or some other person duly authorised for the purpose. No person dealing with the
Company shall be concerned to see or enquire mt to whether the powers of the Directors have
been in any way restricted hereunder or as to whether any requisite consent of the Parent
Company has been obtained and no obligation incurred or security given or transaction effected
by the Company to or with any third party shall be invalid or ineffectual unless the third party had
at any time express notice that the incurring of such obligation or the giving of such security or
the effecting of such transaction ?as in excess of the powers of the Directors.

34

 

 

 

We. the undersigned subscriber whose name and address are subscribed hereunder being subscriber
hereby agree In the foregoing Articles of Association:

 

 

- - . 

Nana. Address and rgfh?ubxr-rihers

 

NATIONAL IRANIAN OIL COMPANY leOC}
Taicghani Avenue, P.0.Hmr ISM
Tehran. Iran

Signed on its behalf by its authorised of?cer
Name: Mr Roknoddin Javadi

Passpon No: 
Designation: Managing Dirwmr



the abnvc signalurc
Name: Hr rum: 9 4L1

Passport No: 311 0339?}

1? {a ?794,-

 

Dated this: 9/ I 320 I 4

 

 

 

 



Nal?tiran Interlude (N Limited
Articles of Association

Schedule

Share Capital

The Share Capila! nf the Company is USS divided into shares with
no par value.

Accou Ming Date

I he Accounting Date of the Cumpany is 3 I Decembcn

36