Articles of Incorporation or by the Laws. Each share entitles to one vote. Each share is indivisible as far as the Company is concerned. When the Company is composed of a single shareholder, the single shareholder may freely transfer its shares. The Company may acquire its own shares with a view to their immediate cancellation. The incapacity, death,. If two 2 Managers are appointed, they shall jointly manage the Company.
The shareholder s shall neither participate in nor interfere with the management of the Company. Meetings of the Board of Managers. The Board of Managers will meet upon call by any Manager. Decisions will be taken by a majority of the votes of the Managers present or represented at such meeting.
Such participation shall be deemed equivalent to a physical presence at the meeting. Resolutions of the Managers. The resolutions of the Manager s shall be recorded in writing. Any proxies will remain attached thereto. Manager s are only liable for the performance of their duties. The Chairman of the general meeting of shareholders shall appoint a secretary. The Chairman, the secretary and the scrutineer so appointed together form the board of the general meeting.
Chapter V. Financial year, Financial statements, Distribution of profits. Chapter VI. Dissolution, Liquidation. GBP 12, Chapitre II. Capital, Parts sociales. Parts Sociales. Chapitre V. Chapitre VI. Stolz-Page, M. In the year two thousand and fourteen, on the twenty-ninth day of August. The Meeting elected as scrutineer Mr Paul Achuego, bank employee, professionally residing in Luxembourg.
In the Articles of Incorporation, the following terms shall have the respective meaning set out below:. Commodity Exchange Act, as these may have been amended from time to time. Corporate name. There is hereby established among the General Partner in its capacity as Unlimited Shareholder,.
Registered office. The registered office of the Company is established in the City of Luxembourg. The General Partner is authorized to transfer the registered office of the Company within the City of Luxembourg. The Company is established for an unlimited period of time. For consolidation purposes, the base currency of the Company is the USD. Share" when reference to a specific Class or Category of Ordinary Shares is not required.
Form of shares. The Company shall issue fully paid-in Shares of each Fund and each Class in registered form only. Ordinary Shares are freely transferable, subject to the provisions of Article 9 hereof. Such address will also be entered into the register of Shareholders. Issue and subscription for ordinary shares. The General Partner reserves the discretionary right to close any Fund, Class or Category to new subscriptions for.
Any condition to which the issue of Ordinary Shares may be submitted will be detailed in the Placement Memorandum. The General Partner may delegate to any duly authorized Manager, officer or to any other duly authorized agent the. Transfer of shares. The Placement Memorandum may in respect of such Funds provide for specific exit strategies. In any case, the right of any Limited Shareholder to require the redemption of its Ordinary Shares will be suspended. The cost of such transfer shall be borne by the transferee.
All redeemed Ordinary Shares shall be cancelled. However, the General Partner may refuse to process a conversion if giving effect to such conversion would result in. Calculation of net asset value per share. In determining the Net Asset Value per Ordinary Share, income and expenditure are treated as accruing daily. The value of the Funds' assets shall be determined as follows:.
This method will then be applied in a consistent way. Day, then its value shall be estimated by the AIFM. Notice of such suspension shall be published, if deemed appropriate by the General Partner. Termination of the general partner. The General Partner may be removed for Cause by means of a resolution of.
For the avoidance of doubt, the approval of the General Partner is not required to validly decide on its removal. No Limited Shareholder shall represent the Company. The General Partner may also confer special powers of attorney by notarial or private proxy. Chapter IV. The chairman of any general meeting of the Shareholders shall appoint a secretary. The above-described persons in this Article 24 together form the office of the general meeting of the Shareholders.
Each Share entitles the holder thereof to one vote. The provisions set out in Articles 22 to 26 as well as in the Company Law shall apply to such general meetings. Category are passed by a simple majority vote of the capital present or represented. The accounting data related in the annual reports of the Company shall be examined by one or several.
Further distribution rules applicable to each Fund may be made in the Placement Memorandum. Termination, division and amalgamation of funds, Classes or categories. Registered Shareholders shall be notified in writing. All redeemed Shares shall be cancelled by the Company. Additional details are disclosed in the Placement Memorandum.
Applicable law. Im Jahre zwei tausend vierzehn. Der Sitz der Gesellschaft befindet sich in der Gemeinde Grevenmacher. Der von den Experten festgehaltene Wert der Aktien bindet die Parteien. Die ihm zustehende Befugnisse ergeben sich aus Artikel 62 des Gesetzes vom August Gesetzes vom Dezember Zeichnung und Einzahlung der Aktien. Ausserordentliche Generalversammlung. L Luxembourg, , rue de Hamm. August ,. Roosevelt, L Luxembourg. International Safety Hard Alloy Corporation.
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