ΤΡΕΙΣ ΝΕΕΣ ΕΤΑΙΡΕΙΕΣ ΠΟΥ ΙΔΡΥΘΗΚΑΝ ΦΕΤΟΣ ΣΤΟ ΛΟΥΞΕΜΒΟΥΡΓΟ ΑΠΟ ΤΟΥΣ ΜΑΡΙΝΟΠΟΥΛΟΥΣ. Η YAMARAN ΠΑΡΑΠΕΜΠΕΙ ΣΕ ΕΤΑΙΡΕΙΑ ΡΩΣΙΚΗ ΜΕ ΦΟΥΣΚΩΤΑ !!!

by on 5 September 2016

Τρεις  νέες εταιρείες που ιδρύθηκαν φέτος στο Λουξεμβούργο από τους Μαρινόπουλους

Γιατί, μέχρι στιγμής άγνωστο.

Η  Yamaran παραπέμπει σε εταιρειά ρωσική με φουσκωτά !!!

Συνεχίζεται…

Psyche S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1940 Luxembourg, 174, route de Longwy.

R.C.S. Luxembourg B 203.475.

STATUTES

In the year two thousand and sixteen, on the twenty-seventh day of the month of January.

Before Maître Cosita Delvaux, notary, residing in Luxembourg, Grand-Duchy of Luxembourg.

        There appeared

Panagiotis D Marinopoulos, pharmacist, born on 17 November 1951, with address at Tychis 10 glyphada, Greece;

represented by Me Tianzi Ye, maître en droit, residing in Luxembourg pursuant to a proxy dated 22 January 2016, which shall be registered together with the present deed.

and requested the undersigned notary to draw up the articles of incorporation of a limited liability company Psyche S.à r.l. (société à responsabilité limitée) which is hereby established as follows:

Art. 1. Denomination. A limited liability company (société à responsabilité limitée) with the name ?Psyche S.à r.l.? (the ?Company?) is hereby formed by the appearing party and all persons who will become shareholders thereafter. The Company will be governed by these articles of association and the relevant legislation.

Art. 2. Object. The object of the Company is hold participations, in any form whatsoever, in Luxembourg and foreign companies, or other business entities, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities of any kind, and the ownership, administration, development and management of its portfolio. The Company may also hold interests in partnerships and carry out its business through branches in Luxembourg or abroad.

The Company may borrow in any form and proceed by private placement to the issue of bonds and debentures.

In a general fashion it may grant assistance (by way of loans, advances, guarantees or securities, services, procurement or otherwise) to companies or other enterprises in which the Company has an interest or which form part of the group of companies to which the Company belongs (including up stream or cross stream) or any other entity or person as the Company deems fit, take any controlling and supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes, take any administrative, procurement, assisting, controlling or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.

Any of the above is to be understood in the broadest sense and any enumeration is not exhaustive or limiting in any way. The object of the Company includes any transaction or agreement which is entered into by the Company consistent with the foregoing.

Finally, the Company can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its object.

Art. 3. Duration. The Company is established for an unlimited period.

Art. 4. Registered Office. The Company has its registered office in the City of Luxembourg, Grand Duchy of Luxembourg. It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an extraordinary general meeting of its shareholders deliberating in the manner provided for amendments to the articles of association.

The address of the registered office may be transferred within the municipality by decision of the manager or as the case may be the board of managers. The Company may have offices and branches, both in Luxembourg and abroad.

In the event that the manager, or as the case may be the board of managers, should determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the manager or as the case may be the board of managers.

Art. 5. Share capital. The issued share capital of the Company is set at twelve thousand five hundred Euro (EUR 12,500) divided into one million two hundred and fifty thousand (1,250,000) shares with a nominal value of one Euro cent (EUR 0.01) each. The capital of the Company may be increased or reduced and the Company may proceed to the repurchase of its other shares upon resolution of its shareholders, each time by a resolution of the shareholders adopted in the manner required for amendment of these articles of association.

Any available share premium or capital contribution account shall be distributable.

Art. 6. Transfer of Shares. Shares are freely transferable among shareholders. Except if otherwise provided by law, the share transfer to non-shareholders is subject to the consent of shareholders representing at least seventy five percent of the Company’s capital.

Art. 7. Management of the Company. The Company is managed by one or several managers who need not be shareholders.

The sole manager or as the case may be the board of managers is vested with the broadest powers to manage the business of the Company and to authorise and/or perform all acts of disposal and administration falling within the purposes of the Company. All powers not expressly reserved by the law or by the articles of incorporation to the general meeting shall be within the competence of the sole manager or as the case may be the board of managers. Vis-à-vis third parties the sole manager or as the case may be the board of managers has the most extensive powers to act on behalf of the Company in all circumstances and to do, authorise and approve all acts and operations relative to the Company not reserved by law or the articles of incorporation to the general meeting or as may be provided herein.

The managers are appointed and removed from office by a simple majority decision of the general meeting of shareholders, which determines their powers and the term of their mandates. If no term is indicated the managers are appointed for an undetermined period. The managers may be re-elected but also their appointment may be revoked with or without cause (ad nutum) at any time.

In the case of more than one manager, the managers constitute a board of managers. Any manager may participate in any meeting of the board of managers by conference call or by other similar means of communication allowing all the persons taking part in the meeting to hear one another and to communicate with one another. A meeting may also at any time be held by conference call or similar means only. The participation in, or the holding of, a meeting by these means is equivalent to a participation in person at such meeting or the holding of a meeting in person. Managers may be represented at meetings of the board by another manager without limitation as to the number of proxies which a manager may accept and vote.

Written notice of any meeting of the board of managers must be given to the managers forty-eight hours (48) at least in advance of the date scheduled for the meeting, except in case of emergency, in which case the nature and the motives of the emergency shall be mentioned in the notice. This notice may be omitted in case of assent of each manager in writing, by telegram, e-mail or facsimile, or any other similar means of communication. A special convening notice will not be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of managers.

The general meeting of shareholders may decide to appoint managers of two different classes, being class A managers and class B managers. Any such classification of managers shall be duly recorded in the minutes of the relevant meeting and the managers be identified with respect to the class they belong.

Decisions of the board of managers are validly taken by the approval of the majority of the managers of the Company including by way of representation).

In the event however the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) any resolutions of the board of managers may only be validly taken if approved by the majority of managers including at least one class A and one class B manager (including by way of representation).

The board of managers may also, unanimously, pass resolutions on one or several similar documents by circular means when expressing its approval in writing, by cable or facsimile or any other similar means of communication. The entirety will form the circular documents duly executed giving evidence of the resolution.

Managers’ resolutions or board minutes, including circular resolutions, may be conclusively signed or certified or an extract thereof may be issued under the individual signature of any manager provided that in the event however the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) the resolutions or minutes of the board of managers may conclusively signed or certified or an extract thereof may be issued under the signature of one class A manager and one class B manager or as resolved by the board of managers at the relevant meeting or any other meeting.

The Company will be bound by the sole signature in the case of a sole manager, and in the case of a board of managers by the sole signature of anyone of the managers, provided however that in the event the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) the Company will only be validly bound by the joint signature of one class A manager and one class B manager. In any event the Company will be validly bound by the sole signature of any person or persons to whom such signatory powers shall have been delegated by the sole manager (if there is only one) or as the case may be the board of managers or anyone of the managers or, in the event of classes of managers, by one class A and one class B manager acting together.

Art. 8. Liability of the Managers. The manager(s) are not held personally liable for the indebtedness of the Company. As agents of the Company, they are responsible for the performance of their duties.

Subject to the exceptions and limitations listed below, every person who is, or has been, a manager or officer of the Company shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding which he becomes involved as a party or otherwise by virtue of his being or having been such manager or officer and against amounts paid or incurred by him in the settlement thereof. The words “claim”, “action”, “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” shall include without limitation attorneys’ fees, costs, judgements, amounts paid in settlement and other liabilities.

No indemnification shall be provided to any manager or officer:

(i) Against any liability to the Company or its shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(ii) With respect to any matter as to which he shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or

(iii) In the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the board of managers.

The right of indemnification herein provided shall be severable, shall not affect any other rights to which any manager or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such manager or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law.

Expenses in connection with the preparation and representation of a defence of any claim, action, suit or proceeding of the character described in this Article shall be advanced by the Company prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Article.

Art. 9. Shareholder voting rights. Each shareholder may take part in collective decisions. He has a number of votes equal to the number of shares he owns and may validly act at any meeting of shareholders through a special proxy.

Art. 10. Shareholder Meetings. Decisions by shareholders are passed in such form and at such majority(ies) as prescribed by Luxembourg Company law in writing (to the extent permitted by law) or at meetings. Any regularly constituted meeting of shareholders of the Company or any valid written resolution (as the case may be) shall represent the entire body of shareholders of the Company.

Meetings shall be called by convening notice addressed by registered mail to shareholders to their address appearing in the register of shareholders held by the Company at least eight (8) days prior to the date of the meeting. If the entire share capital of the Company is represented at a meeting the meeting may be held without prior notice.

In the case of written resolutions, the text of such resolutions shall be sent to the shareholders at their addresses inscribed in the register of shareholders held by the Company. The resolutions shall become effective upon the approval of the majority as provided for by law for collective decisions (or subject to the satisfaction of the majority requirements, on the date set out therein). Unanimous written resolution may be passed at any time without prior notice.

Except as otherwise provided for by law, (i) decisions of the general meeting shall be validly adopted if approved by shareholders representing more than half of the corporate capital. If such majority is not reached at the first meeting or first written resolution, the shareholders shall be convened or consulted a second time, by registered letter, and decisions shall be adopted by a majority of the votes cast, regardless of the portion of capital represented. (ii) However, decisions concerning the amendment of the Articles of Incorporation are taken by (x) a majority of the shareholders (y) representing at least three quarters of the issued share capital and (iii) decisions to change of nationality of the Company are to be taken by shareholders representing one hundred percent (100%) of the issued share capital.

Art. 11. Accounting Year. The accounting year begins on 1 st January of each year and ends on 31 st December of the same year save for the first accounting year which shall commence on the day of incorporation and end on 31 st December 2016.

Art. 12. Financial Statements. Every year as of the accounting year’s end, the annual accounts are drawn up by the manager or, as the case may be, the board of managers.

The financial statements are at the disposal of the shareholders at the registered office of the Company.

Art. 13. Distributions. Out of the net profit five percent (5%) shall be placed into a legal reserve account. This deduction ceases to be compulsory when such reserve amounts to ten percent (10%) of the issued share capital of the Company.

The shareholders may decide to pay interim dividends on the basis of statements of accounts prepared by the manager, or as the case may be the board of managers, showing that sufficient funds are available for distribution, it being understood that the amount to be distributed may not exceed profits realised since the end of the last accounting year increased by profits carried forward and distributable reserves and premium but decreased by losses carried forward and sums to be allocated to a reserve to be established by law.

The balance may be distributed to the shareholders upon decision of a general meeting of shareholders.

The share premium account and the capital contribution account may be distributed to the shareholders upon decision of a general meeting of shareholders. The general meeting of shareholders may decide to allocate any amount out of the share premium account to the legal reserve account.

Art. 14. Dissolution. In case the Company is dissolved, the liquidation will be carried out by one or several liquidators who may be but do not need to be shareholders and who are appointed by the general meeting of shareholders who will specify their powers and remunerations.

Art. 15. Sole Shareholder. If, and as long as one shareholder holds all the shares of the Company, the Company shall exist as a single shareholder company, pursuant to article 179 (2) of the law of 10 th August 1915 on commercial companies; in this case, articles 200-1 and 200-2, among others, of the same law are applicable.

Art. 16. Applicable law. For anything not dealt with in the present articles of association, the shareholders refer to the relevant legislation.

Subscription and payment

The articles of association of the Company having thus been drawn up by the appearing party, the appearing party has subscribed and entirely paid-up in cash the following shares:

Subscriber

                Number

of shares            Subscription

price (EUR)

Panagiotis D. Marinopoulos, above named

                1,250,000          12,500

Total

                1,250,000          12,500

Evidence of the payment of the total subscription price has been shown to the undersigned notary.

Expenses, Valuation

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the Company as a result of its formation are estimated at approximately one thousand five hundred Euro (EUR 1,500.-).

Extraordinary decision of the sole shareholder

The sole shareholder has forthwith taken immediately the following resolutions:

  1. The registered office of the Company is fixed at:

174, Route de Longwy, L – 1940 Luxembourg

  1. The following persons are appointed managers of the Company for an undetermined period of time subject to the articles of association of the Company each with such signature powers as set forth in the articles of association of the Company:

    Class A Manager:

– Panagiotis D Marinopoulos, with address at Tychis 10 glyphada, Greece, born on 17 November 1951 in Athens, Greece; and

    Class B Managers:

– Yeliz Bozkir, with address at 174, route de Longwy L-1940 Luxembourg, born on 27 January 1984 in Libramont-Chevigny, Belgium; and

– Nicolas Poncelet, with address at 174, route de Longwy, L-1940 Luxembourg, born on 16 June 1979 in Arlon, Belgium.

In faith of which We, the undersigned notary, have set our hand and seal, on the day named at the beginning of this document.

The present deed, worded in English, is followed by a translation into French. In case of divergences between the English and the French text, the English version will prevail.

WHEREOF, the present deed was drawn up in Luxembourg, on the day named at the beginning of this document.

The document having been read to the person appearing, who requested that the deed should be documented in the English language, the said person appearing signed the present original deed together with us, the Notary, having personal knowledge of the English language.

PLJ S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1940 Luxembourg, 174, Route de Longwy.

R.C.S. Luxembourg B 203.465.

STATUTES

In the year two thousand and sixteen, on the twenty-seventh day of the month of January.

Before Maître Cosita Delvaux, notary, residing in Luxembourg, Grand-Duchy of Luxembourg.

There appeared

Panagiotis Marinopoulos, businessman, born on 30 July 1951, with address at 14 Leonida Drosi Str, 154 52 P.Psychiko, Greece;

represented by Me Tianzi Ye, maître en droit, residing in Luxembourg pursuant to a proxy dated 21 January 2016, which shall be registered together with the present deed.

and requested the undersigned notary to draw up the articles of incorporation of a limited liability company PLJ S.à r.l. (société à responsabilité limitée) which is hereby established as follows:

Art. 1. Denomination. A limited liability company (société à responsabilité limitée) with the name ?PLJ S.à r.l.? (the ?Company?) is hereby formed by the appearing party and all persons who will become shareholders thereafter. The Company will be governed by these articles of association and the relevant legislation.

Art. 2. Object. The object of the Company is hold participations, in any form whatsoever, in Luxembourg and foreign companies, or other business entities, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities of any kind, and the ownership, administration, development and management of its portfolio. The Company may also hold interests in partnerships and carry out its business through branches in Luxembourg or abroad.

The Company may borrow in any form and proceed by private placement to the issue of bonds and debentures.

In a general fashion it may grant assistance (by way of loans, advances, guarantees or securities, services, procurement or otherwise) to companies or other enterprises in which the Company has an interest or which form part of the group of companies to which the Company belongs (including up stream or cross stream) or any other entity or person as the Company deems fit, take any controlling and supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes, take any administrative, procurement, assisting, controlling or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.

Any of the above is to be understood in the broadest sense and any enumeration is not exhaustive or limiting in any way. The object of the Company includes any transaction or agreement which is entered into by the Company consistent with the foregoing.

Finally, the Company can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its object.

Art. 3. Duration. The Company is established for an unlimited period.

Art. 4. Registered Office. The Company has its registered office in the City of Luxembourg, Grand Duchy of Luxembourg. It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an extraordinary general meeting of its shareholders deliberating in the manner provided for amendments to the articles of association.

The address of the registered office may be transferred within the municipality by decision of the manager or as the case may be the board of managers. The Company may have offices and branches, both in Luxembourg and abroad.

In the event that the manager, or as the case may be the board of managers, should determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the manager or as the case may be the board of managers.

Art. 5. Share capital. The issued share capital of the Company is set at twelve thousand five hundred Euro (EUR 12,500) divided into one million two hundred and fifty thousand (1,250,000) shares with a nominal value of one Euro cent (EUR 0.01) each. The capital of the Company may be increased or reduced and the Company may proceed to the repurchase of its other shares upon resolution of its shareholders, each time by a resolution of the shareholders adopted in the manner required for amendment of these articles of association.

Any available share premium or capital contribution account shall be distributable.

Art. 6. Transfer of Shares. Shares are freely transferable among shareholders. Except if otherwise provided by law, the share transfer to non-shareholders is subject to the consent of shareholders representing at least seventy five percent of the Company’s capital.

Art. 7. Management of the Company. The Company is managed by one or several managers who need not be shareholders.

The sole manager or as the case may be the board of managers is vested with the broadest powers to manage the business of the Company and to authorise and/or perform all acts of disposal and administration falling within the purposes of the Company. All powers not expressly reserved by the law or by the articles of incorporation to the general meeting shall be within the competence of the sole manager or as the case may be the board of managers. Vis-à-vis third parties the sole manager or as the case may be the board of managers has the most extensive powers to act on behalf of the Company in all circumstances and to do, authorise and approve all acts and operations relative to the Company not reserved by law or the articles of incorporation to the general meeting or as may be provided herein.

The managers are appointed and removed from office by a simple majority decision of the general meeting of shareholders, which determines their powers and the term of their mandates. If no term is indicated the managers are appointed for an undetermined period. The managers may be re-elected but also their appointment may be revoked with or without cause (ad nutum) at any time.

In the case of more than one manager, the managers constitute a board of managers. Any manager may participate in any meeting of the board of managers by conference call or by other similar means of communication allowing all the persons taking part in the meeting to hear one another and to communicate with one another. A meeting may also at any time be held by conference call or similar means only. The participation in, or the holding of, a meeting by these means is equivalent to a participation in person at such meeting or the holding of a meeting in person. Managers may be represented at meetings of the board by another manager without limitation as to the number of proxies which a manager may accept and vote.

Written notice of any meeting of the board of managers must be given to the managers forty-eight hours (48) at least in advance of the date scheduled for the meeting, except in case of emergency, in which case the nature and the motives of the emergency shall be mentioned in the notice. This notice may be omitted in case of assent of each manager in writing, by telegram, email or facsimile, or any other similar means of communication. A special convening notice will not be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of managers.

The general meeting of shareholders may decide to appoint managers of two different classes, being class A managers and class B managers. Any such classification of managers shall be duly recorded in the minutes of the relevant meeting and the managers be identified with respect to the class they belong.

Decisions of the board of managers are validly taken by the approval of the majority of the managers of the Company including by way of representation).

In the event however the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) any resolutions of the board of managers may only be validly taken if approved by the majority of managers including at least one class A and one class B manager (including by way of representation).

The board of managers may also, unanimously, pass resolutions on one or several similar documents by circular means when expressing its approval in writing, by cable or facsimile or any other similar means of communication. The entirety will form the circular documents duly executed giving evidence of the resolution.

Managers’ resolutions or board minutes, including circular resolutions, may be conclusively signed or certified or an extract thereof may be issued under the individual signature of any manager provided that in the event however the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) the resolutions or minutes of the board of managers may conclusively signed or certified or an extract thereof may be issued under the signature of one class A manager and one class B manager or as resolved by the board of managers at the relevant meeting or any other meeting.

The Company will be bound by the sole signature in the case of a sole manager, and in the case of a board of managers by the sole signature of anyone of the managers, provided however that in the event the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) the Company will only be validly bound by the joint signature of one class A manager and one class B manager. In any event the Company will be validly bound by the sole signature of any person or persons to whom such signatory powers shall have been delegated by the sole manager (if there is only one) or as the case may be the board of managers or anyone of the managers or, in the event of classes of managers, by one class A and one class B manager acting together.

Art. 8. Liability of the Managers. The manager(s) are not held personally liable for the indebtedness of the Company. As agents of the Company, they are responsible for the performance of their duties.

Subject to the exceptions and limitations listed below, every person who is, or has been, a manager or officer of the Company shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding which he becomes involved as a party or otherwise by virtue of his being or having been such manager or officer and against amounts paid or incurred by him in the settlement thereof. The words “claim”, “action”, “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” shall include without limitation attorneys’ fees, costs, judgements, amounts paid in settlement and other liabilities.

No indemnification shall be provided to any manager or officer:

(i) Against any liability to the Company or its shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(ii) With respect to any matter as to which he shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or

(iii) In the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the board of managers.

The right of indemnification herein provided shall be severable, shall not affect any other rights to which any manager or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such manager or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law.

Expenses in connection with the preparation and representation of a defence of any claim, action, suit or proceeding of the character described in this Article shall be advanced by the Company prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Article.

Art. 9. Shareholder voting rights. Each shareholder may take part in collective decisions. He has a number of votes equal to the number of shares he owns and may validly act at any meeting of shareholders through a special proxy.

Art. 10. Shareholder Meetings. Decisions by shareholders are passed in such form and at such majority(ies) as prescribed by Luxembourg Company law in writing (to the extent permitted by law) or at meetings. Any regularly constituted meeting of shareholders of the Company or any valid written resolution (as the case may be) shall represent the entire body of shareholders of the Company.

Meetings shall be called by convening notice addressed by registered mail to shareholders to their address appearing in the register of shareholders held by the Company at least eight (8) days prior to the date of the meeting. If the entire share capital of the Company is represented at a meeting the meeting may be held without prior notice.

In the case of written resolutions, the text of such resolutions shall be sent to the shareholders at their addresses inscribed in the register of shareholders held by the Company. The resolutions shall become effective upon the approval of the majority as provided for by law for collective decisions (or subject to the satisfaction of the majority requirements, on the date set out therein). Unanimous written resolution may be passed at any time without prior notice.

Except as otherwise provided for by law, (i) decisions of the general meeting shall be validly adopted if approved by shareholders representing more than half of the corporate capital. If such majority is not reached at the first meeting or first written resolution, the shareholders shall be convened or consulted a second time, by registered letter, and decisions shall be adopted by a majority of the votes cast, regardless of the portion of capital represented. (ii) However, decisions concerning the amendment of the Articles of Incorporation are taken by (x) a majority of the shareholders (y) representing at least three quarters of the issued share capital and (iii) decisions to change of nationality of the Company are to be taken by shareholders representing one hundred percent (100%) of the issued share capital.

Art. 11. Accounting Year. The accounting year begins on 1 st January of each year and ends on 31 st December of the same year save for the first accounting year which shall commence on the day of incorporation and end on 31 st December 2016.

Art. 12. Financial Statements. Every year as of the accounting year’s end, the annual accounts are drawn up by the manager or, as the case may be, the board of managers.

The financial statements are at the disposal of the shareholders at the registered office of the Company.

Art. 13. Distributions. Out of the net profit five percent (5%) shall be placed into a legal reserve account. This deduction ceases to be compulsory when such reserve amounts to ten percent (10%) of the issued share capital of the Company.

The shareholders may decide to pay interim dividends on the basis of statements of accounts prepared by the manager, or as the case may be the board of managers, showing that sufficient funds are available for distribution, it being understood that the amount to be distributed may not exceed profits realised since the end of the last accounting year increased by profits carried forward and distributable reserves and premium but decreased by losses carried forward and sums to be allocated to a reserve to be established by law.

The balance may be distributed to the shareholders upon decision of a general meeting of shareholders.

The share premium account and the capital contribution account may be distributed to the shareholders upon decision of a general meeting of shareholders. The general meeting of shareholders may decide to allocate any amount out of the share premium account to the legal reserve account.

Art. 14. Dissolution. In case the Company is dissolved, the liquidation will be carried out by one or several liquidators who may be but do not need to be shareholders and who are appointed by the general meeting of shareholders who will specify their powers and remunerations.

Art. 15. Sole Shareholder. If, and as long as one shareholder holds all the shares of the Company, the Company shall exist as a single shareholder company, pursuant to article 179 (2) of the law of 10 th August 1915 on commercial companies; in this case, articles 200-1 and 200-2, among others, of the same law are applicable.

Art. 16. Applicable law. For anything not dealt with in the present articles of association, the shareholders refer to the relevant legislation.

Subscription and payment

The articles of association of the Company having thus been drawn up by the appearing party, the appearing party has subscribed and entirely paid-up in cash the following shares:

Subscriber

 

Number

of shares

 

Subscription

price (EUR)

Panagiotis Marinopoulos, above named

 

1,250,000

 

12,500

Total

 

1,250,000

 

12,500

Evidence of the payment of the total subscription price has been shown to the undersigned notary.

Expenses, Valuation

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the Company as a result of its formation are estimated at approximately one thousand five hundred Euro (EUR 1,500.-).

Extraordinary decision of the sole shareholder

The sole shareholder has forthwith taken immediately the following resolutions:

1. The registered office of the Company is fixed at:

174, Route de Longwy, L – 1940 Luxembourg

2. The following persons are appointed managers of the Company for an undetermined period of time subject to the articles of association of the Company each with such signature powers as set forth in the articles of association of the Company:

Class A Manager:

– Panagiotis Marinopoulos, with address at 14, Leonida Drosi Str, 154 52 P.Psychiko, Greece, born on 30 July 1951 in Athens, Greece; and

Class B Managers:

– Yeliz Bozkir, with address at 174, route de Longwy, L-1940 Luxembourg, born on 27 January 1984 in Libramont-Chevigny, Belgium; and

– Nicolas Poncelet, with address at 174, route de Longwy, L-1940 Luxembourg, born on 16 June 1979 in Arlon, Belgium.

In faith of which We, the undersigned notary, have set our hand and seal, on the day named at the beginning of this document.

The present deed, worded in English, is followed by a translation into French. In case of divergences between the English and the French text, the English version will prevail.

WHEREOF, the present deed was drawn up in Luxembourg, on the day named at the beginning of this document.

The document having been read to the person appearing, who requested that the deed should be documented in the English language, the said person appearing signed the present original deed together with us, the Notary, having personal knowledge of the English language.

Yamaran S.à r.l., Société à responsabilité limitée.

Capital social: EUR 12.500,00.

Siège social: L-1940 Luxembourg, 174, route de Longwy.R.C.S. Luxembourg B 203.479.

STATUTES

In the year two thousand and sixteen, on the twenty-seventh day of the month of January.

Before Maître Cosita Delvaux, notary, residing in Luxembourg, Grand-Duchy of Luxembourg.

There appeared

Stefanos J Marinopoulos, businessman, born on 31 January 1958, with address at 5A, Karkavitsa Street, 15452 Psychico, Greece;

represented by Me Tianzi Ye, maître en droit, residing in Luxembourg pursuant to a proxy dated 22 January 2016, which shall be registered together with the present deed.

and requested the undersigned notary to draw up the articles of incorporation of a limited liability company Yamaran S.à r.l. (société à responsabilité limitée) which is hereby established as follows:

Art. 1. Denomination. A limited liability company (société à responsabilité limitée) with the name ?Yamaran S.à r.l.? (the ?Company?) is hereby formed by the appearing party and all persons who will become shareholders thereafter. The Company will be governed by these articles of association and the relevant legislation.

Art. 2. Object. The object of the Company is hold participations, in any form whatsoever, in Luxembourg and foreign companies, or other business entities, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities of any kind, and the ownership, administration, development and management of its portfolio. The Company may also hold interests in partnerships and carry out its business through branches in Luxembourg or abroad.

The Company may borrow in any form and proceed by private placement to the issue of bonds and debentures.

In a general fashion it may grant assistance (by way of loans, advances, guarantees or securities, services, procurement or otherwise) to companies or other enterprises in which the Company has an interest or which form part of the group of companies to which the Company belongs (including up stream or cross stream) or any other entity or person as the Company deems fit, take any controlling and supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes, take any administrative, procurement, assisting, controlling or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.

Any of the above is to be understood in the broadest sense and any enumeration is not exhaustive or limiting in any way. The object of the Company includes any transaction or agreement which is entered into by the Company consistent with the foregoing.

Finally, the Company can perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its object.

Art. 3. Duration. The Company is established for an unlimited period.

Art. 4. Registered Office. The Company has its registered office in the City of Luxembourg, Grand Duchy of Luxembourg. It may be transferred to any other place in the Grand Duchy of Luxembourg by means of a resolution of an extraordinary general meeting of its shareholders deliberating in the manner provided for amendments to the articles of association.

The address of the registered office may be transferred within the municipality by decision of the manager or as the case may be the board of managers. The Company may have offices and branches, both in Luxembourg and abroad.

In the event that the manager, or as the case may be the board of managers, should determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the manager or as the case may be the board of managers.

Art. 5. Share capital. The issued share capital of the Company is set at twelve thousand five hundred Euro (EUR 12,500) divided into one million two hundred and fifty thousand (1,250,000) shares with a nominal value of one Euro cent (EUR 0.01) each. The capital of the Company may be increased or reduced and the Company may proceed to the repurchase of its other shares upon resolution of its shareholders, each time by a resolution of the shareholders adopted in the manner required for amendment of these articles of association.

Any available share premium or capital contribution account shall be distributable.

Art. 6. Transfer of Shares. Shares are freely transferable among shareholders. Except if otherwise provided by law, the share transfer to non-shareholders is subject to the consent of shareholders representing at least seventy five percent of the Company’s capital.

Art. 7. Management of the Company. The Company is managed by one or several managers who need not be shareholders.

The sole manager or as the case may be the board of managers is vested with the broadest powers to manage the business of the Company and to authorise and/or perform all acts of disposal and administration falling within the purposes of the Company. All powers not expressly reserved by the law or by the articles of incorporation to the general meeting shall be within the competence of the sole manager or as the case may be the board of managers. Vis-à-vis third parties the sole manager or as the case may be the board of managers has the most extensive powers to act on behalf of the Company in all circumstances and to do, authorise and approve all acts and operations relative to the Company not reserved by law or the articles of incorporation to the general meeting or as may be provided herein.

The managers are appointed and removed from office by a simple majority decision of the general meeting of shareholders, which determines their powers and the term of their mandates. If no term is indicated the managers are appointed for an undetermined period. The managers may be re-elected but also their appointment may be revoked with or without cause (ad nutum) at any time.

In the case of more than one manager, the managers constitute a board of managers. Any manager may participate in any meeting of the board of managers by conference call or by other similar means of communication allowing all the persons taking part in the meeting to hear one another and to communicate with one another. A meeting may also at any time be held by conference call or similar means only. The participation in, or the holding of, a meeting by these means is equivalent to a participation in person at such meeting or the holding of a meeting in person. Managers may be represented at meetings of the board by another manager without limitation as to the number of proxies which a manager may accept and vote.

Written notice of any meeting of the board of managers must be given to the managers forty-eight hours (48) at least in advance of the date scheduled for the meeting, except in case of emergency, in which case the nature and the motives of the emergency shall be mentioned in the notice. This notice may be omitted in case of assent of each manager in writing, by telegram, email or facsimile, or any other similar means of communication. A special convening notice will not be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of managers.

The general meeting of shareholders may decide to appoint managers of two different classes, being class A managers and class B managers. Any such classification of managers shall be duly recorded in the minutes of the relevant meeting and the managers be identified with respect to the class they belong.

Decisions of the board of managers are validly taken by the approval of the majority of the managers of the Company including by way of representation).

In the event however the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) any resolutions of the board of managers may only be validly taken if approved by the majority of managers including at least one class A and one class B manager (including by way of representation).

The board of managers may also, unanimously, pass resolutions on one or several similar documents by circular means when expressing its approval in writing, by cable or facsimile or any other similar means of communication. The entirety will form the circular documents duly executed giving evidence of the resolution.

Managers’ resolutions or board minutes, including circular resolutions, may be conclusively signed or certified or an extract thereof may be issued under the individual signature of any manager provided that in the event however the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) the resolutions or minutes of the board of managers may conclusively signed or certified or an extract thereof may be issued under the signature of one class A manager and one class B manager or as resolved by the board of managers at the relevant meeting or any other meeting.

The Company will be bound by the sole signature in the case of a sole manager, and in the case of a board of managers by the sole signature of anyone of the managers, provided however that in the event the general meeting of shareholders has appointed different classes of managers (namely class A managers and class B managers) the Company will only be validly bound by the joint signature of one class A manager and one class B manager. In any event the Company will be validly bound by the sole signature of any person or persons to whom such signatory powers shall have been delegated by the sole manager (if there is only one) or as the case may be the board of managers or anyone of the managers or, in the event of classes of managers, by one class A and one class B manager acting together.

Art. 8. Liability of the Managers. The manager(s) are not held personally liable for the indebtedness of the Company. As agents of the Company, they are responsible for the performance of their duties.

Subject to the exceptions and limitations listed below, every person who is, or has been, a manager or officer of the Company shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding which he becomes involved as a party or otherwise by virtue of his being or having been such manager or officer and against amounts paid or incurred by him in the settlement thereof. The words “claim”, “action”, “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” shall include without limitation attorneys’ fees, costs, judgements, amounts paid in settlement and other liabilities.

No indemnification shall be provided to any manager or officer:

(i) Against any liability to the Company or its shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(ii) With respect to any matter as to which he shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or

(iii) In the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the board of managers.

The right of indemnification herein provided shall be severable, shall not affect any other rights to which any manager or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such manager or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law.

Expenses in connection with the preparation and representation of a defence of any claim, action, suit or proceeding of the character described in this Article shall be advanced by the Company prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Article.

Art. 9. Shareholder voting rights. Each shareholder may take part in collective decisions. He has a number of votes equal to the number of shares he owns and may validly act at any meeting of shareholders through a special proxy.

Art. 10. Shareholder Meetings. Decisions by shareholders are passed in such form and at such majority(ies) as prescribed by Luxembourg Company law in writing (to the extent permitted by law) or at meetings. Any regularly constituted meeting of shareholders of the Company or any valid written resolution (as the case may be) shall represent the entire body of shareholders of the Company.

Meetings shall be called by convening notice addressed by registered mail to shareholders to their address appearing in the register of shareholders held by the Company at least eight (8) days prior to the date of the meeting. If the entire share capital of the Company is represented at a meeting the meeting may be held without prior notice.

In the case of written resolutions, the text of such resolutions shall be sent to the shareholders at their addresses inscribed in the register of shareholders held by the Company. The resolutions shall become effective upon the approval of the majority as provided for by law for collective decisions (or subject to the satisfaction of the majority requirements, on the date set out therein). Unanimous written resolution may be passed at any time without prior notice.

Except as otherwise provided for by law, (i) decisions of the general meeting shall be validly adopted if approved by shareholders representing more than half of the corporate capital. If such majority is not reached at the first meeting or first written resolution, the shareholders shall be convened or consulted a second time, by registered letter, and decisions shall be adopted by a majority of the votes cast, regardless of the portion of capital represented. (ii) However, decisions concerning the amendment of the Articles of Incorporation are taken by (x) a majority of the shareholders (y) representing at least three quarters of the issued share capital and (iii) decisions to change of nationality of the Company are to be taken by shareholders representing one hundred percent (100%) of the issued share capital.

Art. 11. Accounting Year. The accounting year begins on 1 st January of each year and ends on 31 st December of the same year save for the first accounting year which shall commence on the day of incorporation and end on 31 st December 2016.

Art. 12. Financial Statements. Every year as of the accounting year’s end, the annual accounts are drawn up by the manager or, as the case may be, the board of managers.

The financial statements are at the disposal of the shareholders at the registered office of the Company.

Art. 13. Distributions. Out of the net profit five percent (5%) shall be placed into a legal reserve account. This deduction ceases to be compulsory when such reserve amounts to ten percent (10%) of the issued share capital of the Company.

The shareholders may decide to pay interim dividends on the basis of statements of accounts prepared by the manager, or as the case may be the board of managers, showing that sufficient funds are available for distribution, it being understood that the amount to be distributed may not exceed profits realised since the end of the last accounting year increased by profits carried forward and distributable reserves and premium but decreased by losses carried forward and sums to be allocated to a reserve to be established by law.

The balance may be distributed to the shareholders upon decision of a general meeting of shareholders.

The share premium account and the capital contribution account may be distributed to the shareholders upon decision of a general meeting of shareholders. The general meeting of shareholders may decide to allocate any amount out of the share premium account to the legal reserve account.

Art. 14. Dissolution. In case the Company is dissolved, the liquidation will be carried out by one or several liquidators who may be but do not need to be shareholders and who are appointed by the general meeting of shareholders who will specify their powers and remunerations.

Art. 15. Sole Shareholder. If, and as long as one shareholder holds all the shares of the Company, the Company shall exist as a single shareholder company, pursuant to article 179 (2) of the law of 10 th August 1915 on commercial companies; in this case, articles 200-1 and 200-2, among others, of the same law are applicable.

Art. 16. Applicable law. For anything not dealt with in the present articles of association, the shareholders refer to the relevant legislation.

 

Subscription and payment

 

The articles of association of the Company having thus been drawn up by the appearing party, the appearing party has subscribed and entirely paid-up in cash the following shares:

Subscriber   Number
of shares
  Subscription
price (EUR)
Stefanos J. Marinopoulos, above named   1,250,000   12,500
Total   1,250,000   12,500

Evidence of the payment of the total subscription price has been shown to the undersigned notary.

 

Expenses, Valuation

 

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the Company as a result of its formation are estimated at approximately one thousand five hundred Euro (EUR 1,500.-).

 

Extraordinary decision of the sole shareholder

 

The sole shareholder has forthwith taken immediately the following resolutions:

1. The registered office of the Company is fixed at:

174, Route de Longwy, L – 1940 Luxembourg

2. The following persons are appointed managers of the Company for an undetermined period of time subject to the articles of association of the Company each with such signature powers as set forth in the articles of association of the Company:

Class A Manager:

– Stefanos J Marinopoulos, with address at 5A, Karkavitsa Street, 15452 Psychico, Greece, born on 31 January 1958 in Athens, Greece; and

Class B Managers:

– Yeliz Bozkir, with address at 174, route de Longwy, L-1940 Luxembourg, born on 27 January 1984 in Libramont-Chevigny, Belgium; and

– Nicolas Poncelet, with address at 174, route de Longwy, L-1940 Luxembourg, born on 16 June 1979 in Arlon, Belgium.

In faith of which We, the undersigned notary, have set our hand and seal, on the day named at the beginning of this document.

The present deed, worded in English, is followed by a translation into French. In case of divergences between the English and the French text, the English version will prevail.

WHEREOF, the present deed was drawn up in Luxembourg, on the day named at the beginning of this document.

The document having been read to the person appearing, who requested that the deed should be documented in the English language, the said person appearing signed the present original deed together with us, the Notary, having personal knowledge of the English language.