Documents
Regulus Holding Ltd – Memorandum of association
May 22, 2017
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.
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
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
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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
POWERS - continued
(U
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(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
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.
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:
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
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.
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
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
(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
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
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
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
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
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
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?
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/
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/