Documents

Regulus Holding Ltd – Memorandum of association

May. 22 2017 — 2:32p.m.

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5 775736? REGISTRY OF COMPANIES cm mama MEMORANDUM or ASSOCIATION i_ 5 JUN 2015 Validity subject to Bank Clearance (nus possess: NAME 1. The name of the Company shall be Regulus Holding Ltd. REGISTERED OFFICE 2. The registered of?ce of the Company shall be at 85, St. John Street, Valletta VLT 1165, Malta, or at any other address in Malta as the Boa rd of Directors may determine from time to time. OBJECTS I POWERS 3. The main object of the Company shall be: To purchase or otherwise acquire, under any title whatsoever, to hold, manage and dispose of, by any title valid at law, movable or immovable property of whatever nature including any rights thereon; The other objects of the Company shall be: To receive from the assets referred to in paragraph above dividends, capital gains, interest, income derived from investments generally including income or gains realised upon their disposal, rents, royalties and similar income, whether arising in or outside Malta, and pro?ts or gains attributable to a permanent establishment (including a branch} whether situated in or outside Malta; and To do all such other things as may be deemed conducive or ancillary to the attainment of the above objects or any one of them.

OBJECTS I POWERS - continued 4. In order to achieve its objects, the Company shall have 'inter alia? the following powersopen, close and operate bank accounts for the Company in accordance with applicable laws and regulations; To appoint agents of the Company in any part of the world; To subcontract any work, engagements, contracts or instructions; To apply for, register, purchase, or by other means acquire, hold, develop, exploit, protect and renew any patents, royalties, copyrights, grants, options, protections and concessions and any other exclusive and non-exclusive rights, and to grant licences or rights in respect thereof; To enter into partnership or into any arrangements for sharing pro?ts, co?operation, joint venture, reciprocal concession, or othenivise with any person or entity carrying on or engaged in, or about to engage in or carry on any business or transaction which this Company is authorised to carry on, so as directly or indirectly to bene?t this Company; To purchase or otherwise acquire and take over any business, property, goodwill, liabilities or undertaking within or related to the objects of the Company and which may be deemed expedient, or to become interested in and to carry on, or dispose or remove, or put an end to the same or otherwise deal with any such business or undertaking; To take over and carry on any contract entered into by any person as may be deemed necessary or desirable for carrying on the business of the Company or for the general conduct or management of its affairs and for the doing of such other things as may be deemed conducive to the attainment of the Com pa ny?s objects; To enter into any arrangements with any government or authority that may seem conducive to the attainment of the Company?s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may consider conducive to the attainment of its

POWERS - continued (U U) (I) in) (0) objects, and to carry out, exercise, and comply with any such charter, decree, right, privilege and concession; To invest or hold shares in any other company, partnership or business, and to participate in the management or activities thereof; To give loans, advances and credit facilities to third parties, only where necessary in relation to the Company?s business; To acquire and dispose of, by any title valid at law, movable or immovable property, whether for commercial or other purposes, and the consideration for any such acquisition or disposal can be by credit or in cash or in kind; To hold such property and to invest, lease, hire or in any other manner employ, improve, manage or develop any of its assets in such manner as may from time to time be decided upon by the Company; To sell or otherwise dispose of the whole or any part of the undertaking of the Company for such consideration as it may think and in particular for shares or debentures of any company purchasing the same; To issue debentures and to borrow and raise money in such amounts and manner and upon such terms and to any limit as the Company shall think subject to the terms of this Memorandum and Articles of Association, and when thought desirable to execute and issue any security of such kind, subject to such conditions, for such amounts, payable in such place and manner and to such persons as the Company shall deem including the power to issue as primary security, or as collateral to any other security, debenture stock (perpetual or otherwise) mortgages, charges, hypothecation, pledge, lien or other security over the whole or any part of its assets present or future (including uncalled capital) as the Company shall deem To guarantee, even by hypothecating the Company?s property, the payment of any monies, or the honouring of any debentures, debenture stock, bonds, mortgages, charges, obligations, interests, dividends and any other securities issued, granted or entered into, or the performance of any contracts or engagements entered into, by 3

OBJECTS I POWERS - continued in) (5) it} any associated company or any other entity or person, with or to any other company, entity or person, and to give indemnities and guarantees of any kind; To sell on hire-purchase terms and to give credit on any products and services provided by the Company under any title or contract, and to draw, make, accept, endorse, discount, execute, issue and negotiate promissory notes, bills of exchange, bills of lading or other negotiable or transferable instruments; To constitute and form any subsidiary or associate companies and to enter into any mergers, demergers or reconstructions for the furthering and the better attainment of the objects of the Company; To pay all expenses incidental to the formation and registration of the Company as well as all expenses connected with the purchase of any properties, businesses, rights and others, which may be required for the purposes of the Company and for the ful?lment and putting into effect of any of its objects; To distribute amongst the members any property of the Company including, but not limited to, property ?in specie?, whether by way of dividend, upon a return of capital or by any other means, but so that no such distribution shall amount to a reduction of capital of the Company except with the sanction (if any) for the time being required by law; To do anything or to carry out such other transactions as may be conducive or incidental to the attainment of the above powers or any one of them. Nothing in the foregoing shall be construed as enabling or empowering the Company to carry on any activity, business or service which requires a licence or is otherwise regulated under the Banking Act, Chapter 371 of the Laws of Malta, the Financial Institutions Act, Chapter 376 of the Laws of Malta, the Investment Services Act, Chapter 370 of the Laws of Malta, the Financial Markets Act, Chapter 345 of the Laws of Malta, the Insurance Business Act, Chapter 403 of the Laws of Malta, the Insurance Intermediaries Act, Chapter 487 of the Laws of Malta nor the Special Funds (Regulation) Act, Chapter 450 of the Laws of Malta or the Trusts and Trustees Act, Chapter 331 of the Laws of Malta and the Company Services Providers Act, Chapter 529 of the Laws of Malta.

OBJECTS I POWERS continued The exercise by the company of the foregoing objects and powers is subject to such prohibitions and restrictions as are provided by and under the mandatory provisions of any law in force for the time being including the Companies Act, Chapter 386 of the Laws of Malta, the Investment Services Act, Chapter 370 of the Laws of Malta, the Insurance Business Act, Chapter 403 of the Laws of Malta, the Insurance Intermediaries Act, Chapter 487 of the Laws of Malta, the Banking Act, Chapter 371 of the Laws of Malta, the Financial Institutions Act, Chapter 376 of the Laws of Malta, the Financial Markets Act, Chapter 345 of the Laws of Malta, the Special Funds (Regulation) Act, Chapter 450 of the Laws of Malta, the Trusts and Trustees Act, Chapter 331 of the Laws of Malta and the Company Services Providers Act, Chapter 529 of the Laws of Malta and of any regulations or rules issued thereunder and any amendment, modi?cation or substitution of any such laws, regulations or rules? CAPITAL 5. 1. The Authorised Share Capital of the Company is one thousand one hundred and sixty six Euro (EUR 1,166) divided into one thousand one hundred and sixty six (1,166) Ordinary shares of one Euro (EUR 1) each. 2. The Issued Share Capital of the Company is one thousand one hundred and sixty six Euro (EUR 1,166) divided into one thousand one hundred and sixty six (1,166) Ordinary shares of one Euro (EUR 1) each which have been subscribed for and allotted, fully paid up, as follows:- Mr. Renato Hasson Chebar 1,166 Ordinary shares {Saint Kitts and Nevis passport no. RE0033149) Rua das Amoreiras, 73, 2, 1250-024, Lisbon, Portugal DIRECTORS 6. 1. The Board of Directors of the Company (hereinafter referred to as "the Board?) shall consist of not less than two (2) and not more than three Directors.

DIRECTORS - continued The ?rst Directors of the Company shall be Mr. Karl Diacono (holder of Maltese ID Card No. 0504362 of 3, Triq il-Kbira, Sqaq Nru. 15, Zebbug ZBG 1400, Malta and Mr. Renato Hasson Chebar (holder of Saint Kitts and Nevis passport no. RE0033149) of Rua das Amoreiras, 78, 2, 1250-024, Lisbon, Portugal. Directors of the Company shall hold of?ce inde?nitely or until they resign or are removed from the of?ce of director in terms of law. COMPANY SECRETARY The ?rst Company Secretary shall be Mr. Adrian Mercieca (holder of Maltese Identity Card Number 663682 (ij of 85, St. John Street, Valletta VLT 1165, Malta. REPRESENTATION Deeds of whatever nature engaging the Company and all other documents purporting to bind the Company, as well as cheques, bills of exchange, promissory notes and other negotiable instruments shall be signed, made, executed, drawn, accepted and endorsed, as the case may be, on behalf of the Company, by any two Directorsjointly. Any Director may represent the Company in judicial proceedings; provided that no proceedings may be instituted by the Company without the Board?s authority. Nothing herein contained shall prevent the Board from convalidating anyjudicial action ta ken by the Director in anticipation of its approval. In addition to and without prejudice to paragraphs 1. and 2. above, the Board may from time to time by resolution delegate such powers for a speci?c purpose or transactionz?class of transactions, to any one Director andfor other person or persons, jointly or severally. PRIVATE EXEMPT COMPANY The Company is a private exempt company. Accordingly:

PRIVATE EXEMPT COMPANY - continued the right to transfer shares in the Company is restricted in the manner hereinafter stipulated; the number shareholders or debenture holders of the Company is limited to (50) provided that when two or more persons hold jointly one or more shares or debentures in the Company, they shall be considered as a single person for the purposes of this clause; No body corporate is a director of the Company, and neither the Company nor any of the directors is party to an arrangement whereby the policy of the Company is capable of being determined by persons other than the directors, members or debenture holders thereof. any invitation to the public to subscribe for any shares or debentures of the Company is hereby prohibited. DURATION 10. Th Comp is constituted for an inde?nite period of time. o? er. Adrian Mercieca Mr. Renato Hasson Chebar Duly Authorised

ARTICLES 0F ASSOCIATION PRELIMINARY 1. The Regulations contained in Part i of the First Schedule (hereinafter referred to as ?the First Schedule?) to the Companies Act (hereinafter referred to as ?the Act?) shall apply to the Company save in so far as they are excluded or varied hereby. 2. The Company is a private company and Part ll of the First Schedule shall also apply to the Company with the exception of Regulations 1 and 3 thereof. SHARE CAPITAL AND SHARES 3. 1. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions, whether in regard to voting, dividend, return of capital or otherwise as the Company in General Meeting may from time to time determine by an extraordinary resolution carried in accordance with these Articles. 2. The Company may, by an extraordinary resolution of the Company in General Meeting carried in accordance with these Articles, and subject to the approval of a simple majority of the holders of the issued shares of that class and of any other class affected thereby, authorise the change of any shares in the Company from one class of shares to another, or the variation of the rights attached to any class of shares in the Company, as well as authorise the removal, whether wholly or in part, of the division of the shares of the Company into several classes. 3. Regulations 1 to 3 of Part of the First Schedule shall not apply to the Company. 4. Any unissued shares of the Company shall be at the disposal of the General Meeting which may by an extraordinary resolution carried in accordance with these Articles allot, grant options over or otherwise dispose of them to such persons, at such time and for such consideration and upon such terms and conditions as may be determined thereby.

SHARE CAPITAL AND SHARES - continued 5. Ordinary Shares in the Company shall grant the right of one (1) vote for every Share held; they shall have the right to receive dividends and distributions of assets upon winding up and they may be pledged by the holder or holders thereof. 6. Where a shareholder is an unemancipated minor, bankrupt, interdicted or otherwise incapacitated, the rights of that shareholder shall vest in and be exercised by his tutor, curator or other legal representative. 7. Where two or more persons hold one or more shares in the Company jointly, they shall be treated as a single member, and the name of only one of such persons shall be entered in the register of members. Such person shall be elected by the joint holders and shall for all intents and purposes be deemed vis-a-vis the Company to be the member of the Company in respect of all the shares so held. TRANSFER AND TRANSMISSION OF SHARES 8. 1. Shares may be freely transferred "inter vivos" only as follows: in favour of any other holder of shares in the Company; and (ii) in favour of any person or persons as may be approved by an extraordinary resolution of the Company taken at a General Meeting. 2. In all other cases, shares shall be transferred ?inter vivos? in accordance with the following procedures: If the holder of any shares (hereinafter referred to as ?the transferring member?) wishes to transfer his shares or any of them, he shall notify the Board by notice in writing (referred to as a "transfer notice?) to the effect that he wishes to transfer the said shares. (ii) The said transfer notice shall specify the number of shares which the transferring member wishes to transfer and the sum estimated by the transferring member to be the value of each such share. The transferring

TRANSFER AND TRANSMISSION OF SHARES continued (M member shall not be entitled to revoke a transfer notice without the consent in writing of the Board. The receipt by the Board of a transfer notice shall be deemed for all intents and purposes to constitute the Board agent for the sale of the said shares at a fair value which shall be ascertained as follows: a) If the Board shall approve the value estimated by the transferring member as the value of the shares, that sum shall be the fair value. b) If the Board, at their discretion, shall not approve the value estimated by the transferring member, they shall immediately request the Auditor of the Company to make, in writing, a valuation of the current value of the said shares, and the value thus fixed by the Auditor shall be the fair value, which value shall be ?nal and binding and not subject to appeal. (2) If for any reason the Auditor shall refuse to, or for any other reason shall not make the said valuation, the Board shall request any other person whom they think ?t to make the said valuation in the same manner as described in sub-paragraph of this paragraph, and the value ?xed by this person shall be the fair value, which value shall also be ?nal and binding and not subject to appeal. When the fair value of the shares to be transferred shall have been determined in the manner described in paragraph hereof, the Board shall cause a notice in writing to be sent to the transferring member informing him of the fair value of the shares, and shall also cause notice to be sent to every holder of shares in the Company of the same category as those which are to be transferred, stating the number and the fair value of the shares, and shall therein invite each such holder of shares to give notice in writing within thirty (30) days whether he is willing to purchase any, and if so, what maximum number of the said shares. 10

TRANSFER AND TRANSMISSION OF SHARES - continued 10. At the expiration of the said thirty (30) days, the Board shall allocate the said shares to or amongst the holders of shares in the Company who shall have expressed their willingness to purchase in pr0portion to their holding of such shares in the Company. (vi) The transferring member shall complete and execute transfers of the said shares in accordance with the allocation by the Board, in exchange for the consideration determined as above, and shall surrender to the Board his share certi?cate. (vii) If the Board shall be unable to ?nd a purchaser for all or any of the shares which the transferring member wishes to transfer amongst the holders of shares in the Company, the Board shall notify the transferring member accordingly who may then transfer the said shares to any person and at any price as may be agreed between the transferring member and the said person. Shares may be freely transmitted ?causa mortis? only in the following cases: ii) (ii) (iv) in favour of any other shareholder; in favour of the spouse of the deceased shareholder; in favour of any ascendant or descendant in the direct line of the deceased shareholder; and in favour of any other person or persons as may be approved by an extraordinary resolution of the Company taken at a General Meeting. Transmissions of shares "causa mortis" not falling under Article 9 shall be regulated ?mutatis mutandis? in the manner set out in Article 8 hereof as if the shares which cannot be freely transmitted were shares which cannot be freely transferred. Shares subject to a transmission "causa mortis? falling under paragraph 1. hereof shall not have the right to vote until they are registered in the name of other shareholders or of the beneficiaries. 11

TRANSFER AND TRANSMISSION OF SHARES continued 11. 12. 13. Notwithstanding anything to the contrary, where shares are registered in the name of a person, the bene?ts, rights and other advantages arising from the ownership thereof shall, unless or until otherwise determined by agreement or Court judgement, continue to be vested in and enjoyed by the said person although such ownership may be affected by the transmission happening on the death of his or her spouse. No part of a share may form the object of a transfer or a transmission. Regulations 14, 17 to 21 (both inclusive) of Part I of the First Schedule shall not apply to the Company. GENERAL MEETINGS 14. 15. 16. No business shall be transacted at any General Meeting of the Company unless a quorum is present at the time when the meeting proceeds to business. One or more members, present in person or by proxy, having the right to attend and vote at the Meeting and holding in the aggregate at least ?fty-one per cent in nominal value of all the shares conferring that right shall be a quorum. An ordinary resolution shall be deemed to have been validly carried only if consented to by a member or members having the right to attend and vote at the Meeting and holding in the aggregate at least ?fty-one per cent in nominal value of all the shares conferring that right. 1. An extraordinary resolution can only be taken at a meeting of the Company of which notice specifying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given. 2. An extraordinary resolution shall be required for the following: - i. alterations andfor amendments to the Memorandum and Articles of Association, except for the alteration of the registered address of the Company,- ii. dissolution of the Company; wherever so required in terms of these Articles. 3. All resolutions other than those listed in paragraph 2 shall be ordinary resolutions. 12

GENERAL MEETINGS continued 17. 18. 4. An extraordinary resolution shall be deemed to have been validly carried only if consented to by a number of members having the right to attend and vote at the Meeting and holding sixty-six per cent in nominal value of all the shares conferring that right. A resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at the General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held and the provisions of article 155 of the Act shall not apply. Annual General Meetings of the Company may be held in accordance with this Article, provided that a resolution in writing as aforesaid shall be void if it purports to remove a director or an auditor before the expiration of his term of of?ce, or otherwise purports to deprive the auditors of the right granted to them by virtue of article 155 of the Act. 1. The provisions of Articles 14 to 18 (both inclusive) shall apply 'mutatis mutandis?, as applicable, to meetings of the holders of each class of shares in the Company. 2. Regulation 36 of Part of the First Schedule shall not apply to the Company. Regulation 48 of Part I of the First Schedule shall be read and construed as if the words ?not less than twenty four hours?, wherever they occur, were omitted. DIRECT 0R5 19. 20. The Directors may elect a chairman of their meetings and determine the period for which he is to hold of?ce, provided that if no chairman is elected, or if at any meeting the chairman is not present within half an hour after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. The business of the Company shall be managed by the Boa rd which may exercise all such powers of the Company the Memorandum and Articles of the Company required to be exercised by the Company in General Meeting or in respect of which speci?c provision is otherwise made in these Articles. 13

DIRECTORS continued 21. 22. 23. 24. 25. 26. Without prejudice to the provisions of article 145 of the Act, no Director shall be disquali?ed by his position as Director from entering into any contract or arrangement with the Company, and a Director may vote and be taken into account for the purpose of constituting a quorum at meetings in which any contract or arrangement in which he may in any way be interested is due to be discussed, and he shall be entitled to retain for his own use and bene?t all pro?ts and advantages accruing to him therefrom. A Director of the Company may not, in competition with the Company and without the approval of the same Company given at a General Meeting, carry on business on his own account or on account of others; nor may he be a partner with unlimited liability in another partnership or a director of a company which is in competition with the Company. A Director may hold any other of?ce of pro?t under the Company (other than that of Auditor) on such terms as to remuneration and otherwise as the Board may determine. A Director may at any time, generally or for a speci?ed time, appoint any person to be his alternate Director. The person so appointed shall have the right to attend meetings of the Board and to sign and vote thereat for the Director in his absence. Any such appointment must be in writing and must be deposited at the registered of?ce of the Company. A Director, who is also an alternate Director, shall be entitled, in addition to his own vote, to a separate vote on behalf of the Director he is representing. An alternate Director shall "ipso facto? vacate of?ce if his principal ceases for any reason to be a Director. A Director may, and the Company Secretary on requisition of a Director shall, at any time summon a meeting of the Directors. Notice of a meeting of the Board shall be given to all Directors at the time, whether or not present in Malta, at least seven (7) days prior to the meeting, unless all Directors agree to a shorter period of notice or to waive the right to notice altogether. The quorum at a board meeting shall be two (2) Directors. if there shall be three (3) Directors in of?ce, then the quorum shall be a simple majority of the total number of Directors in of?ce. Where a Director has been appointed as an alternate Director in order to attend a particular meeting or meetings of the Board and to sign and vote thereat, the number of Directors he is so representing shall also be taken into consideration for the purposes of the quorum. 14

DIRECTORS continued 27. 28. 29. 30. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think Decisions related to all questions arising at any meeting shall be made by a majority of votes. In case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. A Director shall be deemed to be present at any meeting other than a Board meeting if he participates by telephonic or other means and all persons participating in the Meeting, including said Director, are able to hear each other. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution may consist in several documents in like form each signed by a Director, so however that any Director who is also acting in the capacity of an alternate director appointed in accordance with Article 24 may opt to Sign one (1) such document only. Regulations 54, 57 to 63 (both inclusive), 65 and 66 of Part of the First Schedule shall not apply to the Company. All references in Part of the First Schedule to retirement of Directors by rotation shall be disregarded. SINGLE MEMBER COMPANY 31. During such time as the Company shall be a single member company in terms of and for the purposes of article 212 of the Act, the provisions of article 212(7) and (8) of the Act shall apply as and where appropriate and in all cases in the event of any con?ict between article 212 of the Act and any Article. DIVIDEN DS 32. All dividends shall be declared and paid according to the nominal value of the shares. Regulation 76 of Part I of the First Schedule shall not apply to the Company. 15

COMPANY SECRETARY 33. 34. 35. NOTICE 36. 37. Without prejudice to the provisions of the Act regulating the appointment and functions of the Company Secretary, the appointment or replacement of the Company Secretary and the conditions under which he shall hold of?ce shall be determined by the Directors. Subject to the above. the Company Secretary shall be responsible for keeping: the minute book of general meetings of the Company; the minute book of meetings of the Board of Directors; the register of members; and the register of debentures. The Company Secretary shall also take all reasonable steps to ensure that proper notices are given of all meetings and to ensure that all returns and other documents of the Company, the preparation or delivery of which falls within the statutory duties of the Company Secretary, are prepared and delivered in accordance with the requirements of the Act. Regulation 72 of Part I of the First Schedule shall not apply to the Company. Every member shall specify his address to the Company for the giving to him of notices. A notice shall be deemed to have been served by the posting of such notice by registered mail to the said address, and in the case of a notice of a meeting at the expiration of forty-eight hours after the notice is posted, and in any other case at the time at which the notice would be delivered in the ordinary course by post. A member may ask the Company to simultaneously transmit notices by way of fax transmission or e-mail at any number or e?mail address communicated to the Company for this purpose. Notice of every General Meeting shall only be given, in the manner hereinbefore authorised, to: (3) every Director; every registered member entitled to attend and vote at the Meeting, who has speci?ed an address to the Company for this purpose; and the auditor for the time being of the Company. 16

NOTICE continued 38. Regulations 81 and 82 of Part i of the First Schedule shall not apply to the Company. /Mr. Adrian Mercieca Ff Mr. Renato Hasson Chebar Duly Authorised This Day . Macm? at: dads. by Companiu 444% 1?

POWER OF ATTORNEY I, the undersigned,_- Mr. Renato Hasson Chebar? 'hol'?'er of the St; Kitts and Nevis passport n?umb'?r residentat Rua da's Amoreiras; 3'8, 2.1250024, Lisbon, Portugal, hereby appoint Mr. Adrian Marciano andlori Ms, Claire Farrugia both of'85, Stitmn Street, Valletta. - Malta. Empovireririg them severally to subscribe to shares in my name and to do all that is necessary and incidental to form and constitute a Limited Liability Company under the laws of Maita under the name of: REGULU-S HOLDING 1T0 and under-such Memorandum and Articles-of Association '35- they deem fit-_-_and appropriate. Executed this the 18th day of May .2016 Limb. 8m 1, Mr. R7410 Hassoncghebgr/

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