company announcement united international … · 2019-11-19 · copenhagen stock exchange. the...

Contact Person: Ulrik Juul Østergaard Managing Director Tel: +45 33 93 33 30

COMPANY ANNOUNCEMENT

UNITED INTERNATIONAL ENTERPRISES LTD.

Plantations HouseH.C. Andersens Boulevard 49, 3.

DK-1553 Copenhagen VTel: +45 33 93 33 30

E-mail: [email protected]

Company Announcement No. 11/2019No. of pages: 9 (64 pages including appendices)

Date: 19 November 2019

UNITED INTERNATIONAL ENTERPRISES • COMPANY ANNOUNCEMENT 20191

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of the Company will be held at Goodman’s Bay Cor-porate Centre, West Bay Street, Nassau, The Bahamas on Tuesday 10 December 2019 at 1.00 pm.

INFORMATION MEETING IN COPENHAGEN

For shareholders unable to attend the Extraordinary General Meeting, an information meeting will be held at Bech-Bruun, Langelinie Allé 35, 2100 København Ø, on Monday 2 December 2019, commencing at 10.00 a.m. For registration, please see page 9.

SUMMARY – PROPOSED CHANGE OF DOMICILE OF THE COMPANY FROM THE BAHAMAS TO MALTA

The Board of Directors has resolved to recommend to shareholders that the domicile of United Internation-al Enterprises Limited (“UIE” or “the Company”) be transferred from The Bahamas to Malta. In the agenda for the Extraordinary General Meeting below, the Board is seeking shareholders’ approval for the necessary actions required to give effect to the proposed change. The change of domicile will be implemented quite simply by a re-domiciliation, where the Company will not be liquidated but will both from a legal and tax perspective contin-ue as a Maltese company. The Company will thus continue to exist, but as a Maltese entity, and with no further connection with The Bahamas.

The main rationale for the proposed change of domicile, which is described in more detail below, is to be incorpo-rated in a country offering structures and measures more conducive to the operations of an investment holding company.

Due to the recommended method of changing domicile, namely by a re-domiciliation of the Company, the pro- cess will not involve any deemed sale or liquidation of shareholder’s interests in the Company and should therefore not be a taxable event for the shareholders of UIE.

The Board of Directors believes that the proposal to change the domicile of UIE is in the best interests of the Company and, accordingly, is recommending that shareholders should vote in favour of the resolutions being proposed at the forthcoming Extraordinary General Meeting.

AGENDA FOR THE EXTRAORDINARY GENERAL MEETING

1. AMENDMENT TO THE CURRENT ARTICLES OF ASSOCIATION

The Board of Directors proposes that shareholders, by means of a special resolution to be tabled at the Extraordinary General Meeting, adopt a new article (article 94) which gives the Company authorisation to change the Company’s domicile.

The new article 94 is to read as follows:

“The Company may, by resolution of the shareholders, change its residence and domicile to another jurisdiction and be registered as being continued in such other jurisdiction upon such terms and conditions as the laws regulating the continuation of companies outside of The Bahamas permit”.

UNITED INTERNATIONAL ENTERPRISES • COMPANY ANNOUNCEMENT 2019 2

2. TO APPROVE THE COMPANY RE-DOMICILIATION FROM THE BAHAMAS TO MALTA

a) The Board of Directors proposes that the shareholders, by means of an ordinary resolution to be tabled at the Extraordinary General Meeting, approve to apply in Malta for continuance in the said country, in accordance with the Companies Act, 1995 of Malta (Cap. 386 of the Laws of Malta)

b) That the Company make application to the Registrar General of The Bahamas to seek continuation in Malta

c) That the Company take all such steps as are necessary or desirable for it to notify its registration as a company continuing in Malta to the Registrar General of The Bahamas and any other competent author-ities and to cease to be registered in The Bahamas following its registration in Malta

d) That any director of the Company be authorised to sign all such documents and to do all such acts as may be necessary or desirable for the Company’s continuance in Malta and for the Company to cease to be registered in The Bahamas

e) That the registered office of the company be changed to Blue Harbour Business Centre Level 1, Ta’ Xbiex Yacht Marina, Ta’ Xbiex XBX 1027, Malta, with effect from the date of Provisional Registration of the Com-pany in Malta

f) That Mr. Walter Cutajar will be appointed company secretary replacing the existing company secretary, namely, Ms. Alison Treco, with effect from the date of Provisional Registration of the Company in Malta

g) That, subject to the Company’s application for continuance in Malta being granted by the Registrar Gen-eral of The Bahamas and the Malta Business Registry, the Company’s Memorandum and Articles of Asso-ciation be amended in accordance with the requirements of the Maltese Companies Act, 1995, including a general update. The amended Memorandum and Articles of Association shall come into effect from the date of a provisional certificate of continuation is issued by the Malta Business Registry. (Please refer to appendix 1 for the amended Memorandum and Articles of Association, including comments).

3. CHANGE OF COMPANY NAME TO UIE PLC

Subject to approval of item 2 (including relevant authorities approving the re-domiciliation), the Board of Directors proposes that the company name be changed from “United International Enterprises Limited” to “UIE PLC”. The change of company name will become effective from the date of the provisional certif-icate of continuation issued by the Malta Business Registry.

4. AUTHORISATION TO SELL OR TAKE OVER SHARES NOT REGISTERED IN VP AT MARKET PRICE

Subject to approval of item 2 (including relevant authorities approving the re-domiciliation), the Board of Directors proposes that the shareholders, by means of an ordinary resolution to be tabled at the Ex-traordinary General Meeting, authorise them to sell or take over shares not registered in VP Securities A/S (“VP”) at the prevailing market price.


EXPLANATION OF THE AGENDA ITEMS

RE AGENDA ITEM 1: AMENDMENTS TO THE CURRENT MEMORANDUM AND ARTICLES OF ASSOCIATION

In order to complete a re-domiciliation of the company to Malta, it is a prerequisite that there is authority in the Articles of Association to continue the company in another jurisdiction. Therefore, the Board of Directors propos-es a new article that gives this authorisation.

RE AGENDA ITEM 2: TO APPROVE THE COMPANY RE-DOMICILIATION FROM THE BAHAMAS TO MALTA

BACKGROUND OF UIE’S INITIAL ESTABLISHMENT AND RESIDENCE IN THE BAHAMAS

During the second half of 1982, United Plantation Berhad (“UP”) was partly nationalised (in accordance with Ma-laysia’s New Economic Policy) in an agreement whereby an agency of the Malaysian Government acquired control of the company by means of a cash offer to shareholders, a large proportion of whom were Danish residents.

In connection with the above, a number of Danish shareholders in UP expressed a desire to reinvest the funds received from the sale of UP in new activities in the agro-industrial sector. At that time, Denmark applied cur-rency restrictions, which rendered it difficult for Danes to invest abroad. However, the Central Bank of Denmark (Danmarks Nationalbank) granted the Danish resident shareholders wishing to reinvest the take-over proceeds, permission to reinvest outside Denmark, provided that the reinvestment was completed within 12 months fol-lowing the receipt of the proceeds and provided the investment was made in a company listed on a recognised stock exchange.

In 1952, UP had floated a new investment company, International Plantations and Finance Limited (“IPF”), shares of which were distributed to UP shareholders by means of a dividend in specie. IPF was listed on the Copenhagen Stock Exchange and incorporated in The Bahamas, which, at the time, offered a sound financial infrastructure with no currency restrictions (IPF was established to secure some of the funds in UP, as Malaysia was in the midst of political unrest during that time – more specifically, a communist insurgency. IPF was incorporated in The Baha-mas because Malaysia was a British colony and funds could only legally be transferred from Malaysia to another sterling country, such as The Bahamas). Taking these factors and IPF’s well established presence in The Bahamas into account, it was decided to incorporate UIE in The Bahamas - a decision further justified by the limited amount of time available to investigate other options prior to completing the reinvestment of the UP sale proceeds.

In May 1983, the reinvestment scheme was finalised, with UIE being initially listed on the stock exchange in Lux- embourg, the only country with a recognized stock exchange accepting the listing of a company with no operating activities.

In 1984, the currency restrictions in Denmark were largely abolished and based on the significant number of Danish shareholders and in order to facilitate trading in their shares, it was decided to list the company on the Copenhagen Stock Exchange. The double quotation continued until January 1992 when UIE was delisted from the stock exchange in Luxembourg.

RATIONALE FOR PROPOSING MALTA AS THE NEW JURISDICTION

After considering other alternatives (including Denmark), the Board has resolved to recommend to incorporate UIE in Malta, a Member State of the European Union.

Malta’s legislation permits the transfer of domicile of a legal corporate entity from The Bahamas to Malta, without the winding-up or liquidation of the company or having to incorporate a new company and without adverse tax consequences for the company or its shareholders. (Please refer to appendix 3 for further information on the tax


consequences for Danish shareholders).

UIE is familiar with the corporate legal framework in Malta, which, like The Bahamas, is modelled on UK Company Law principles. Furthermore, English is an official language in Malta.

Malta is also a member state of the European Union (“EU”), which it joined in May 2004 and, consequently, har-monised its corporate and legal frameworks with the relevant EU directives.

Malta has a long history of international investment, and long-established commercial relationships, trade agree-ments and treaty network both within the EU as well as other countries.

UIE is a holding company and the nature of a holding company is that taxes are paid in the operating companies in the countries where they operate, which in UIE’s case presently involves the investment in UP in Malaysia and Indonesia and a significant investment in Sweden through the investment in Schörling AB (“Schörling”).

Malta is considered an efficient and cost-effective corporate jurisdiction, especially for holding companies.

Overall a number of alternative domiciles were given due consideration but none offered as comprehensive a range of benefits as Malta.

The UIE Group has a Danish service company, currently with four employees, which will continue to provide ad-ministrative and shareholder related services from Denmark after a re-domiciliation from The Bahamas to Malta.

FINANCIAL IMPACT OF THE RE-DOMICILIATION OF UIE TO MALTA

The change in domicile will only affect the 2019 income statement to the extent of costs arising in relation to the exercise, which are estimated at USD 200,000. Aside from this, from 2020 and onwards, UIE’s administration costs will increase marginally as a result of non-refundable VAT costs.

AMENDED MEMORANDUM & ARTICLES OF ASSOCIATION OF UIE PLC

UIE’s Memorandum and Articles of Association need to be amended in connection with the re-domiciliation in order to be in compliance with the requirements of the Maltese Companies Act, 1995. In addition, the Board of Directors also recommends minor amendments on the account of the need for a general update and revision. In appendix 1, a comparison of the current Memorandum and Articles of Association and the proposed amended Memorandum and Articles of Association has been set out, including comments in relation to the main recom-mended changes.

SHAREHOLDERS RIGHTS AFTER THE RE-DOMICILIATION TO MALTA

The Board of Directors is of the opinion that minority shareholders’ rights will not be disadvantaged as a result of the re-domiciliation to Malta. In this regard, set out in appendix 2 is a comparison of the minority shareholders’ rights applicable to Danish companies listed on a stock exchange, the shareholders’ rights pursuant to Bahamian law and the Memorandum and Articles of Association of UIE and the shareholders’ rights pursuant to Maltese law and the proposed amended Memorandum and Articles of Association of UIE.

TAX CONSEQUENCES FOR SHAREHOLDERS When a company is re-domiciled, it is not liquidated. Instead, the company will be considered, both from a legal and tax perspective, as continuing in the new jurisdiction in the legal form available in that jurisdiction. In general, the re-domiciliation should therefore not be considered to be a taxable event for the shareholders of UIE. Howev-


er, shareholders in doubt should consult with their own financial and/or tax advisor, with a view of assessing the full impact of the proposals in relation to their individual circumstances.

Dividends received by shareholders from UIE after the migration as well as capital gains and losses arising from the disposals of their shares will continue to be taxed according to the tax law in the jurisdiction where the share-holders are tax resident. Under existing Maltese tax law, Malta does not impose any withholding tax on dividends and capital gains.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular shareholder. Each shareholder should therefore consult a tax advisor with regard to the personally applicable tax consequences that may arise, including the applicability and effect of for-eign rules and tax treaties.

Set out in appendix 3 is a note prepared by the law firm Bech-Bruun in relation to the Danish tax consequences for the Danish shareholders of UIE in connection with the re-domiciliation.

BOARD & MANAGEMENT

The current Board and management will continue after the re-domiciliation. Mr. Walter Cutajar, a Maltese resi-dent, will replace Ms. Alison Treco as company secretary.

CORPORATE GOVERNANCE

The Board of Directors remains committed to maintaining an appropriate corporate governance framework and considers the recommendations of the Danish Committee on Corporate Governance a valuable tool for exer-cising sound management, a high level of transparency for shareholders/stakeholders as well as efficient risk management.

UIE is in compliance with all but three of the recommendations issued by the Committee on Corporate Gover-nance. As a company with shares listed on Nasdaq Copenhagen, it is UIE’s intent to continue to follow and adhere to the guidelines and recommendations on corporate governance. Thus, the Board of Directors will maintain focus on corporate governance matters and assess, on an ongoing basis, the possibilities of further improving its compliance with the recommendations. In addition, UIE will continue to disclose a statutory corporate gover-nance report on the Company’s website with its position on the recommendations.

GROUP STRUCTURE AFTER THE RE-DOMICILIATION

The current Group structure as well as the Group structure upon completion of the re-domiciliation are illustrated on the following page:


RE AGENDA ITEM 3: CHANGE OF COMPANY NAME TO UIE PLC

The Board of Directors proposes to change the name of the Company by using the abbreviation of “United In-ternational Enterprises”, namely UIE, as it is of the opinion that the abbreviation today is commonly used and recognised to identify the Company.

Currently, the company name is followed by “Limited” as being a Bahamian Limited company. Becoming a Maltese Public Limited Company, the abbreviation “PLC” will follow the company name, as it is a legal requirement under the Maltese Companies Act.

The Board of Directors is therefore proposing, subject to approval of item 2 of the agenda, and its approval from relevant authorities, that the name be changed from “United International Enterprises Limited” to “UIE PLC” to be effective from the date of a provisional certificate of continuation is issued by the Malta Business Registry.

RE AGENDA ITEM 4: AUTHORISATION TO SELL/TAKE OVER SHARES NOT REGISTERED IN VP AT MARKET PRICE

UIE currently holds 23,185 UIE-shares on behalf of shareholders whose identity has been unknown to UIE for more than 30 years. As from 5 April 1988, all issues of shares listed in Denmark had to be made in electronic form through VP. In con-nection with this move from physical shares to electronic shares, all shareholders were requested to register their shares in the VP system.

UIE Ltd.(Bahamas)

MVSB(Malaysia)

UP(Malaysia)

UIE Services A/S(Denmark)

IPS(Bahamas)

* Will be liquidated during 2020 after the re-domiciliation has been completed

*

UIE Malta Holding Limited

(Malta) *

43.69% 4.69%

100% 100% 100%

100%

*

UIE Plc.(Malta)

MVSB(Malaysia)

UP(Malaysia)

UIE Services A/S(Denmark)

**

43.69% 4.69%

100% 100%

CURRENT GROUP STRUCTURE GROUP STRUCTURE AFTER THE RE-DOMICILIATION


As, prior to 1988, shareholders were not obliged to report their shareholding to the Company, the ultimate own-ership of a number of UIE shares could not be traced.

Despite efforts to identify these shareholders and, over a period of 31 years, encouraging the unknown share-holders to report their shareholding to UIE and to register the shares in the VP system, the owners of 23,185 shares remain untraced.

Since 1988, when the transfer of shares listed in Denmark into electronic form was enacted, Danish listed com-panies have had the right to require shareholders to register their shares in the VP system within 6 months. If shareholders failed to do this, a company had the right to sell the affected shares and receive the proceeds. Cur-rently, if a shareholder do not claim the proceeds within three years, the proceeds become the property of the company in question.

UIE is incorporated in The Bahamas, where companies do not benefit from the right to dispose of untraced shareholders’ shares. However, the move to Malta will make it possible to adopt the Danish model and to require shareholders to register their shares in the VP system within 6 months. If they fail to do this, the Company then has the right, either (a) to sell the affected shares in the market and receive the proceeds, or (b) take over the shares at the market price on the day of take-over (in which case the shares will be classified as treasury shares).

To the extent that shareholder do not claim the proceeds of the sale or take-over within 3 years, the proceeds become the property of the Company.

If the Company decides to take over and cancels these shares, the number of issued shares will be reduced by 23,185 shares or 0.69%, thus having a consolidating effect for the benefit of all remaining shareholders.

By order of the Board of Directors.

Alison TrecoCompany Secretary

UNITED INTERNATIONALENTERPRISES LIMITED

19 November 2019


FURTHER INFORMATION

CAPITAL AND QUORUM REQUIREMENT

UIE’s issued share capital amounts to USD 33,727,690, consisting of 3,372,769 issued shares of USD 10.00 each.No business shall be transacted at any general meeting unless a quorum is present. A quorum exists when more than 10% of the issued shares of the Company are present in person or by proxy.

MAJORITY REQUIREMENTS

Except Agenda item 1 requiring two-thirds majority, the other proposals by the Board of Directors may be adopt-ed by simple majority of votes present at the Extraordinary General Meeting.

SHAREHOLDERS’ VOTING RIGHTS

Shareholders who own shares in the Company on the record date, which is Tuesday 3 December 2019, are enti-tled to participate and vote at the Extraordinary General Meeting.

The votes will be based on the principle of one vote per share.

PROXIES/POSTAL VOTING

For shareholders unable to attend the Extraordinary General Meeting, the Board of Directors would appreciate receiving a proxy or a postal vote in order to know the shareholders’ view on the respective items on the agenda. A shareholder may either grant a proxy (a proxy is not required to be a shareholder of the Company) or submit a postal vote, but not both.

How to submit a proxy:Registered shareholders can vote by proxy no later than Thursday, 5 December 2019 at 11:59 pm (CET).

Proxies must be appointed as follows:• electronically through the Company’s online Shareholder Portal accessible via the Company’s web-

site at www.uie.dk/invester-relations/shareholder-portal/ or the website of Computershare A/S, www.computershare.dk; or

• in writing by filling in, signing and submitting the proxy and postal voting form, available on the Company’s website at www.uie.dk/annual-general-meeting/, by email to [email protected] or by ordinary mail to Computershare A/S, Lottenborgvej 26, 2800 Kgs. Lyngby, Denmark.

How to vote by post:Registered shareholders can vote by post no later than Monday, 9 December 2019 at noon (CET).

Postal votes may be cast:• electronically through the Company’s online Shareholder Portal accessible via the Company’s web-

site at www.uie.dk/invester-relations/shareholder-portal/ or the website of Computershare A/S, www.computershare.dk; or

• in writing by filling in, signing and submitting the proxy and postal voting form, available on the Company’s website at www.uie.dk/annual-general-meeting/, by email to [email protected] or by ordinary mail to Computershare A/S, Lottenborgvej 26, 2800 Kgs. Lyngby, Denmark.

Please note the delivery time of the postal services if the proxy and postal voting form is sent by ordinary mail.

Please note that postal votes cannot be revoked once submitted.


FURTHER INFORMATION ON THE EXTRAORDINARY GENERAL MEETING

The agenda and the full text of the proposed resolutions are included in this notice and attached document.

This convening notice has been published on the Company’s website on www.uie.dk/annual-general-meeting/ and has been forwarded by e-mail (electronic communication) to the shareholders registered in the Company’s register of shareholders who have so requested.

INFORMATION MEETING IN COPENHAGEN

For shareholders unable to attend the Extraordinary General Meeting, an information meeting will be held at Bech-Bruun, Langelinie Allé 35, 2100 København Ø, on Monday 2 December 2019, commencing at 10.00 a.m.

In order to attend the information meeting, shareholders are kindly requested to register by e-mail to [email protected] or by telephone +45 33 93 33 30.

APPENDIX 1

A COMPARISON OF CURRENT MEMORANDUM AND ARTICLES OF ASSOCIATION

AND PROPOSED MEMORANDUM AND

ARTICLES OF ASSOCIATION




No. of pages: 42Date: 19 November 2019

A COMPARISON OF

CURRENT MEMORANDUM AND ARTICLES OF ASSOCIATION

AND

PROPOSED MEMORANDUM AND ARTICLES OF ASSOCIATION1

2019

1To be effective from the date of a provisional certificate of continuation is issued by the Business Register in Malta

UIE PLC MEMORANDUM AND ARTICLES OF ASSOCIATION 11

Memorandum of Association of UIE Plc 3

Articles of Association of UIE Plc 9 Abbreviations 9 Shares 12 Share Issue 15 Time, Convening and Notice of General Meetings 19 Proceedings at General Meetings of Members 21 Votes of Members 25 Officers 27 Chairman and Deputy Chairman 27 Secretary 28 Directors 29 Alternate Directors 31 Managing Director 31 Proceedings of Directors 32 Powers of Directors 35 Dividends 37 Audit 39 Notices and Communication 39 Indemnity 40 Continuation of Company in Other Jurisdiction 41

CONTENTS



Bahamas M & AoA

Memorandum and Articles of Association of 2019

Commonwealth of the Bahamas

Rescinded and replacedMemorandum of Association

ofUnited International Enterprises Limited

The International Business Companies Act 2000An International Business Company Limited by Shares

I. The name of the Company is United International Enter-prises Limited.

II. The Registered Office of the Company is situated at Goodman’s Bay Corporate Centre, West Bay Street in the City of Nassau in the Island of New Providence, one of the Islands in the Commonwealth of The Bahamas and its postal address is P.O. Box AP-59223 Slot 409, Nassau, Bahamas.

III. The Registered Agent of the Company is Povidence Ad-visors Ltd., whose address is Goodman’s Bay Corporate Centre, West Bay Street in the City of Nassau in the Is-land of New Providence, one of the Islands in the Com-monwealth of The Bahamas and whose postal address is P.O. Box AP-59223 Slot 409, Nassau, Bahamas.

Malta M & AoA

Memorandum and Articles of Association of 2019

Malta

Rescinded and replacedMemorandum of Association

ofUIE Plc

The Companies Act, Cap 386 of the laws of MaltaAn International Business Company Limited by Shares

1. Name The name of the Company is UIE Plc.

2. Office The Registered Office of the Company shall be at Blue

Harbour Business Centre Level 1, Sector L, Ta’ Xbiex Yacht Marina, Ta’ Xbiex XBX 1027, Malta or any other ad-dress in Malta as the Board of Directors of the Company may from time to time determine.

NOT RELEVANT

Comments

Changed to reflect the new address of the registered office.

Below is a comparison of the current Memorandum and Articles of Association of United International Enterprises Limited (“Bahamas M & AoA”) as well as the proposed Mem-orandum and Articles of Association of UIE plc. (“Malta M & AoA”) to be effective from the date of a provisional certificate of continuation is issued by the Business Register in Malta. The text highlighted in red is the amendments to the proposed Memorandum and Articles of Association as well as the new articles to be included in the Articles of Association. Comments to the proposed amendments are shown in the right column (“Comments”).


IV. The object or purpose for which the Company is estab-lished is to engage in any act or activity that is not pro-hibited under any law for the time being in force in the Commonwealth of The Bahamas.

3. Objects The objects of the Company are:-

a. To carry on the business of an investment holding company, owning, holding, acquiring, subscribing for, managing and disposing of or otherwise dealing in, in the most adequate manner, assets of any kind, moveable or immovable, including shares, stocks, debentures, debenture stock, bonds, notes, options, and interests in all kinds of companies, corporations, entities, partnerships or other body of persons as the Board of Directors may determine, and to manage and administer any of the aforementioned property or any other property permitted by law;

b. To invest and deal with monies of the Company in any manner deemed beneficial for the Company;

c. To acquire and dispose of, by any title valid at law, movable or immovable property, whether for com-mercial or other purposes and to hold the property so acquired; and the consideration for any acquisi-tion or disposal can be by credit or in cash or in kind, including the allotment of shares or debentures of the company, credited as paid up in full or in part as needs be;

d. To invest, lease, hire or in any other manner employ, improve, manage or develop any of its assets as may from time to time be determined;

d. To invest or hold shares in any other company, part-nership or business, or to participate in the manage-ment or activities thereof;

e. To give loans, advances and credit facilities to third parties only when necessary and in relation to the company’s activities;

f. To enter into any agreement or make any arrange-ment in connection with the Company’s business, with any government department or other authority, corporation, company or person which is in the inter-est of the Company;

Bahamas M & AoA Malta M & AoA Comments

The decription of the objectives and pur-poses of the Company has been clarified. Furthermore, the objectives have been modified to comply with Maltese law.


g. To borrow and raise money for the purpose of, or in connection with, the Company’s business and to secure the repayment of the money borrowed by hy-pothecation or other charge upon the whole or part of the movable and immovable assets or property of the Company present and future and to draw, make, accept, endorse, discount, execute and issue promis-sory notes, bills of exchange and other negotiable or transferable instruments;

h. To guarantee the payment of monies or the per-formance of any contract or obligation in which the Company may be interested even by the hypotheca-tion of the Company’s property, present or future;

i. To act as surety for and to guarantee the payment of monies or the performance of any contract or obliga-tion of any third party even by the hypothecation of the Company’s property, present or future;

j. To promote any other Company or Companies for the purpose of its or their acquiring all or any prop-erty and rights and undertaking any business of this Company and to pay all the expenses of and inciden-tal to such promotion;

k. To sell, lease or otherwise dispose of the whole or any part of the property, assets or undertaking of the Company;

l. To carry on any other business or businesses what-ever, within the objects of the company and which may be conveniently carried on or which may be cal-culated, directly or indirectly, to enhance the value of or render profitable any of the Company’s property rights or to utilise skills and knowledge available to the Company.

m. To do all such other things which are incidental or conducive to the attainment of the above objects or of any of them;

Nothing in the foregoing shall be considered as enabling

or empowering the Company to carry on the business



V. The liability of the Members is limited.

VI. This Memorandum may be amended at any time and from time to time by a resolution in General Meeting if a majority of two-thirds of the votes represented at the General Meeting vote in favour of such amendment, except any changes to the Registered Office and/or the Registered Agent, as well as adjusting for a reduction in the issued share capital arising from cancellation of treasury shares, which may be amended by Resolution of Directors.

VII. The authorised capital of the Company is US$100,000,000.00 divided into 10,000,000 shares of US$10.00 each, with power to increase or reduce the capital and to issue any of the shares in the capital, orig-inal, increased or reduced with or subject to any prefer-ential, special or qualified rights or conditions as regards dividends, repayment of capital, voting or otherwise, as the Directors of the Company may (subject as hereinaf-ter provided) from time to time by resolution designate, provided that all increases of the authorised capital of the Company shall be of such amount, and to be divided into shares of such respective amounts as the Company in General Meeting may direct. The Company shall also have power to issue redeemable preference shares and share warrants if provided for in its Articles of Associa-tion.

of financial services as defined in the Banking Act, 1994, the Financial Investments Act, 1994 and the Investment Services Act, 1994.

4. Status of Company The Company is a public limited liability Company and

the provisions of the Companies Act, (Cap.386 of the Laws of Malta) shall be applicable accordingly.

5. Amendments to the Memorandum This Memorandum may be amended at any time and

from time to time by an extraordinary resolution in General Meeting, except any changes to the Registered Office, as well as adjusting for a reduction in the issued share capital arising from cancellation of treasury shares, which may be amended by Resolution of Directors.

6. Capitala. Authorised The authorised share capital of the Company is

one hundred million United States Dollars (USD 100,000,000.00) divided into ten million (10,000,000) Ordinary Shares of ten United States Dollars (USD10.00) each.

b. Issued The issued share capital of the Company is thir-

ty-three million seven hundred twenty-seven thou-sand six hundred ninety United States Dollars (USD 33,727,690.00) divided into three million three hun-dred seventy-two thousand seven hundred sixty-nine (3,372,769) Ordinary shares of ten United States Dol-lars (USD10.00) each, which are all listed on the Nas-daq OMX Copenhagen Stock Exchange.

The Company is authorised to issue preference shares, with whatever denomination used and any

Changed to reflect that the Company will be a public limited company in Malta.

Changed to reflect that an extraordinary resolution (requiring a majority of 75% of the votes represented at the General Meeting) is required to amend the Mem-orandum.



VIII. As of the date hereof, the issued share capital of the Company is US$33,727,690.00, divided into 3,372,769 shares of US$10.00 each.

redemption of such shares shall take place at par with no fixed date for redemption in accordance with the provisions of the Companies Act, 1995 and subject to any specific conditions which may be included in any extraordinary resolution approving such redemption of shares. The said preference shares shall carry no voting rights.

NEW7. Management and Administration The business and affairs of the Company shall be man-

aged and administered by a Board of Directors consist-ing of not less than five (5) and not more than twelve (12) directors.

The directors of the company are:

Mr. Carl Bek-Nielsen Mr. Martin Lauge Bek-Nielsen Mr. John Allen Goodwin Mr. Bent Mahler

Mr. Jørgen Balle

Mr. Frederik Steen Westenholz

Mr. Harald Sauthoff

Legal and judicial representation of the company shall be vested in Carl Bek-Nielsen acting jointly with any oth-er director or Martin Bek-Nielsen acting jointly with any other director or in addition and without prejudice to the aforesaid, in any person or persons authorised by the Board from time to time, for this purpose.

The Board remains the same, but in or-der to comply with Maltese law, a list of the Directors is included in the Memoran-dum.



Dated this 27th day of August A.D., 2019

Dato’ Carl Bek-Nielsen Martin Bek-Nielsen John A. Goodwin Jørgen Balle Bent Mahler Frederik Westenholz Harald Sauthoff

NEW7. Company Secretary The secretary of the company is:

Mr Walter Cutajar Maltese Identity Card Number 130666M Everglades Donald Harrison Smith Street Naxxar NXR 4414 Malta

Dated this xxth day of December A.D., 2019

Dato’ Carl Bek-Nielsen Martin Bek-Nielsen John A. Goodwin Jørgen Balle Bent Mahler Frederik Westenholz Harald Sauthoff

Information about the Company Secre-tary is included to comply with Maltese law.



Commonwealth of the Bahamas

Amended and RestatedArticles of Association

ofUnited International Enterprises Limited

International Business Companies Act 2000Company limited by Shares

1. In the interpretation of these presents, unless there is something in the subject or context inconsistent there-with:

“Articles” and “Articles of Association” mean the Articles of Association of the Company as originally framed or as altered from time to time;

“the Act” means The International Business Companies Act 2000 of the Bahamas as amended from time to time;

“VPC” means the organisation handling registration of transfer of the Company’s listed shares, currently VP Se-curities A/S;

“Stock Exchange” means the exchange where the Com-pany’s shares are currently listed;

Malta

Amended and RestatedArticles of Association

ofUIE Plc

The Companies Act, Cap 386 of the laws of MaltaCompany limited by Shares

NEW1. The Regulations contained in Part I of the First Schedule

of the Companies Act 1995 shall apply to the Company save so far as they are excluded or varied hereby.

2. In the interpretation of these presents, unless there is something in the subject or context inconsistent there-with, the following terms shall have the meanings set out hereunder:

“Articles” and “Articles of Association” mean the Articles of Association of the Company as currently applicable or as may from time to time be in force;

“the Act” means The Companies Act, Cap 386 of the laws of Malta as amended from time to time;

NEW “Company” means UIE Plc, which company is established

as a Public Limited Company;

“VPC” means the organisation handling registration of transfer of the Company’s listed shares, currently VP Se-curities A/S;

“Stock Exchange” means the exchange where the Com-pany’s shares are currently listed;



”Depository Bank” means the bank appointed by the Company as the depository bank in connection with the registration of the Company’s shares with VPC;

“Resolution of Directors” and “Resolution of Members” have the meanings assigned thereto respectively by the Act;

“General Meeting” means a meeting of Members sum-moned pursuant to these Articles;

”Depository Bank” means the bank appointed by the Company as the depository bank in connection with the registration of the Company’s shares with VPC;

NEW “Extraordinary Resolution” means a resolution taken at a

General Meeting of the Company of which notice speci-fying the intention to propose the text of the resolution as an extraordinary resolution and the principal purpose thereof has been duly given and passed by a number of Members having the right to attend and vote at such meeting in the aggregate not less than seventy-five per-cent (75%) in nominal value of the shares represented and entitled to vote at the meeting and at least fifty-one percent (51%) in nominal value of all the shares enti-tled to vote at the meeting. Provided that, if one of the aforesaid majorities is obtained, but not both, another meeting shall be convened within thirty days in accor-dance with the provisions for the calling of meetings to take a fresh vote on the proposed resolution. At the sec-ond meeting the resolution may be passed by a Member or Members having the right to attend and vote at the meeting holding in the aggregate not less than seven-ty-five percent (75%) in nominal value of the shares rep-resented and entitled to vote at the meeting. However, if more than half in nominal value of the shares having the right to vote at the meeting is represented at that meet-ing, a simple majority in nominal value of such shares so represented shall suffice;

“Resolution of Directors” and “Resolution of Members” have the meanings assigned thereto respectively in ac-cordance with the requirements by the Act;

“General Meeting” means a meeting of Members sum-moned pursuant to these Articles;

The objective of an Extraordinary Res-olution is to protect minority share-holders’ rights in certain significant decisions, such as proposed amend-ments of Articles of Association. An Extraordinary Resolution can only be passed by a majority of 75% of the votes represented at the General Meeting - in the current AoA (Bahamas), a majority of 2/3 is required.



“the Directors” means the Directors of the Company for the time being;

“Member” and “Shareholder” shall hereinafter be used synonymously and shall mean the registered holder of a share or shares in the Company;

“the Office” means the registered office for the time be-ing of the Company;

“the Register” means the register of Members;

“month” means calendar month;

“day” means calendar day;

“in writing” and “written” include printing, lithography, e-mail and other modes of representing or reproducing words in a visible form. Words importing the singular number only include the plural number and vice versa; Words importing persons include corporations.

“the Directors” means the Directors of the Company for the time being;

“Member” and “Shareholder” shall hereinafter be used synonymously and shall mean the registered holder of a share or shares in the Company;

“the Office” means the registered office for the time be-ing of the Company;

“the Register” means the register of Members;

“month” means calendar month;

“day” means calendar day;

“in writing” and “written” include printing, lithography, e-mail and other modes of representing or reproducing words in a visible form. Words importing the singular number only include the plural number and vice versa; Words importing persons include corporations.

NEW ‘person’ is deemed to include any corporate body, firm,

partnership, or other body of persons, whether corpo-rate or unincorporated unless the context otherwise re-quires or unless such interpretation is contrary to law.

NEW “ordinary resolution” means a resolution taken at a Gen-

eral Meeting of the Company passed by a Member or Members having the right to attend and vote at such meeting holding in the aggregate more than fifty per cent (50%) in nominal value of the shares represented and entitled to vote at the meeting;

In the current AoA (Bahamas), there is no clear distinction between “ordinary res-olution” and “extraordinary resolution”. However, this has been included in the proposed AoA (Malta).



SHARES

2. The whole of the unissued shares of the Company for the time being shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit, provided the Directors have received prior authorisation by the Company in General Meeting. No shares may be issued for part payment.

3. Save as herein otherwise provided, the Company shall be entitled to treat the registered shareholder as the ab-solute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by the Act required, be bound to recognise any equitable or other claim to or interest in such share on the part of any other person.

4. If several persons are registered as joint shareholders, service of notices on the first named upon the Register shall be deemed proper service to all joint shareholders.

5. For the purposes of a quorum, joint shareholders shall be considered as one number.

6. The Company’s Register shall be readily available (by electronic or other means) at the Company’s Registered Office and a copy shall also be kept by a company au-thorised to maintain a register of shares traded through VPC. Any transfer of shares will be carried out by VPC. Shareholders will be required to follow the requirements of VPC with respect to the transfer of shares.

7. No share certificates shall be issued. All shares shall be registered through VPC. Each Shareholder will be re-quired via the Shareholder’s bank or broker to open an account with VPC which can be either in the name of the shareholder or a nominee.

SHARES

3. The whole of the unissued shares of the Company for the time being shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit, provided the Directors have received prior authorisation by the Company in General Meeting. No shares may be issued for part payment.

4. Save as herein otherwise provided, the Company shall be entitled to treat the registered shareholder as the ab-solute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by the Act required, be bound to recognise any equitable or other claim to or interest in such share on the part of any other person.

5. If several persons are registered as joint shareholders, service of notices on the first named upon the Register shall be deemed proper service to all joint shareholders.

6. For the purposes of a quorum, joint shareholders shall be considered as one number.

7. The Company’s Register shall be readily available (by electronic or other means) at the Company’s Registered Office and a copy shall also be kept by a company au-thorised to maintain a register of shares traded through VPC. Any transfer of shares will be carried out by VPC. Shareholders will be required to follow the requirements of VPC with respect to the transfer of shares.

8. No share certificates shall be issued. All shares shall be registered through VPC. Each Shareholder will be re-quired via the Shareholder’s bank or broker to open an account with VPC which can be either in the name of the shareholder or a nominee.



The Directors shall ensure that VPC receives immediate information about the following matters and subsequent changes:

(a)

(i) The Company’s name, head office, postal ad-dress and registration number.

(ii) The Company’s share capital, stating the num-ber and denomination of shares. If there are different classes of shares, information shall be provided for each class.

(iii) Whether special rights or obligations attach to some shares.

(iv) Whether shares shall be registered as a con-dition for voting rights.

(b) In the event of an increase of capital, the Board of Directors shall ensure that pre-emptive rights and rights to bonus shares are registered with VPC with specification of how many rights are required for new shares. In the case of new shares it shall be stated when they acquire rights in the Company.

(c) The Directors shall ensure that a resolution con-cerning a reduction of capital and the amount by which the capital is being reduced is registered at VPC as soon as the resolution has been passed.

8. A Shareholder obtaining the title to the shares in any way must immediately register his holding of shares at VPC. The failure to effect such registration shall prohibit the owner of the shares from exercising the rights hereinaf-ter set forth.

DELETED

9. A Shareholder obtaining the title to the shares in any way must immediately register his holding of shares at VPC. The failure to affect such registration shall prohibit the owner of the shares from exercising the rights hereinaf-ter set forth.

The Directors’ obligation to the VPC has been deleted as it deemed unnecessary to be included in the proposed AoA (Mal-ta).



Only registered shareholders in VPC shall be entitled (i) to sign a requisition calling a General Meeting or to give notice of intention to submit a resolution to a General Meeting or (ii) to attend or vote by himself or his proxy or exercise any privilege as a Member at a General Meeting.

9. The Directors shall be entitled to transfer the shares of any Shareholders who have not registered their shares with VPC to an account with VPC in a nominee capacity until such time as the Shareholder reregisters the shares in an account or transfers the shares to another party.

10. Shares registered with VPC by the Directors in a nomi-nee capacity for those Shareholders who have not yet opened an account with VPC will receive notices at the last known address provided to the Company unless mail has been returned from that address on three (3) or more occasions. Where mail has been returned from the last known address on three (3) or more occasions or

Only registered shareholders in VPC shall be entitled (i) to sign a requisition calling a General Meeting or to give notice of intention to submit a resolution to a General Meeting or (ii) to attend or vote by himself or his proxy or exercise any privilege as a Member at a General Meeting.

DELETED

NEW10. Shares which have not been notified for registration with

VPC shall be considered as shares that have been sur-rendered by their holders on the following terms: The Company may by a company announcement request the shareholders to register the shares that they may hold with the Company within six (6) months from the date of the issuance of the Company announcement. If these shares are not registered with the VPC before the expiry of the time-limit of six (6) months, the Board of Direc-tors shall have the right to sell any unregistered shares through a securities dealer chosen at the discretion of the Board of Directors which lawfully carries out securi-ties trading in Denmark. Alternatively, the Company may purchase the unregistered shares at the current official market price as of the time of transfer. The Company shall be entitled to deduct the expenses incurred in con-nection with the announcement and sale of the unregis-tered shares from the sales proceeds of the said shares. Any sales proceeds from the sale of the unregistered shares which are not claimed within three (3) years of the sale shall accrue to the Company.

DELETED NEW11. Subject to the provisions of the Act, the Company is au-

thorised to purchase its own shares and any such shares may be held by the Company.

Please refer to item 4 of the agenda to the EGM regarding the 23,185 shares that UIE holds on behalf of shareholders whose identity has been unknown to UIE for more than 30 years.

Article 11 in the proposed AoA (Malta) is included to comply with Maltese law.



where the Company was not provided with an alternative address, the Company shall be deemed to have satisfied its obligation to send notices and any other information to the Shareholder until the Shareholder provides a new address.

‘

SHARE ISSUE

11. Subject as otherwise provided in article 12, the Directors may with the sanction of a Resolution of the Company previously given in General Meeting, increase the capital by the issue of new shares; such aggregate increase to be of such amount, and to be divided into shares of such respective amounts as the Company in General Meeting may direct, or if no direction be given, as the Directors deem expedient.

NEW12. If one shareholder holds more than nine-tenths of the is-

sued shares in the Company, such shareholder may de-mand that the minority shareholders have their shares transferred to him. In that case, the minority sharehold-ers must be requested in accordance with the provisions on notice of general meetings to transfer their shares to the shareholder holding more than nine-tenths of the issued shares in the Company within a period of four weeks after the request. The transfer price shall be equal to the fair market value of the shares as of the time of the request. The minority shareholders shall be obliged to transfer their shares to the shareholder holding more than nine-tenth of the issued shares in the Company against payment of the transfer price.

If one shareholder holds more than nine-tenths of the shares in the Company, each minority shareholder may demand transfer of his or her shares on similar terms.

SHARE ISSUE

DELETED

NEW13. Without prejudice to Company’s right to issue shares in

terms of Article 15, on a fresh issue of shares of each class such shares shall be offered in the first instance to the existing members holding shares of that particular class pro-rata, as nearly as possible to the number of shares of that class held by them respectively. The offer

The new article 12 in the proposed AoA (Malta) relates to the possibility of a re-demption of shares.

The new articles 13-15 in the proposed AoA (Malta) related to share issue and pre-emption rights are substantively equal to the articles in the current AoA (Bahamas), but a different wording is re-quired to comply with Maltese law.



12. The Directors may, within a 12 months’ period, increase the issued share capital of the Company by up to 10% of the issued capital of the Company by one or more issues. Such increase may be effected by settlement in cash, or as consideration for the acquisition of all or part of a business venture or specific assets, including shares. Where the subscription price is equal to, or above, the market price, the Directors may determine that subscrip-tion shall be effected without any pre-emptive rights for existing Shareholders. Where the increase is effected as consideration for the acquisition of a business venture, or specific assets, the existing Shareholders shall not have any pre-emptive rights. The time and terms and conditions governing the increase shall be determined by the Directors.

shall be made by notice in writing specifying the number of shares offered, as well as their class and price, and limiting a time, being not less than fourteen (14) days, within which the offer if not accepted shall be deemed to have been declined.

Any remaining shares may then be offered to non-mem-bers on terms and conditions which shall not be more favorable than the offer made to the members.

NEW14. Any increase in the authorised share capital of the Com-

pany shall be decided upon by an Extraordinary Resolu-tion which shall be registered with the Registrar of Com-panies.

15. Any increase in the issued share capital of the Company shall be decided upon by an Ordinary Resolution of the Company provided that, notwithstanding the foregoing, the Company may by Ordinary Resolution authorize the Directors, without granting any pre-emptive rights to the shareholders, to issue shares up to 10% of the issued capital of the Company by one or more issues provided that this does not exceed the authorized share capital of the Company. This authorisation shall be for a maximum period of five (5) years and is renewable by ordinary resolution for further periods of five (5) years each; pro-vided further that if any eventual issue of shares would dilute a substantial interest the Directors shall not issue such shares without the prior specific approval of the Members in a General Meeting. Such increase may be affected by settlement in cash, or as consideration for the acquisition of all or part of a business venture or spe-cific assets, including shares and the time and terms and conditions governing the increase shall be determined by the Directors.

The new article 14 in the proposed AoA (Malta) relates to that an increase in the authorised share capital requires that an extraordinary resolution is passed as op-posed to an ordinary resolution required in the current AoA (Bahamas).



13. Unless the Company, in General Meeting directs other-wise, all new shares or any of them shall, be offered in the first instance and either at par or at a premium, to the Members in proportion to the existing shares held by them and, shall be made by notice published through the Stock Exchange, specifying the number of shares to which the Member is entitled and limiting a time within which the offer, if not accepted, will be deemed to be declined; but subject to such direction, or if no such di-rection shall be given, the Directors may dispose of the same in such manner as they deem most beneficial to the Company.

14. Any Capital raised by the issue of new shares shall, un-less otherwise provided by the conditions of issue, be considered as part of the original capital, and shall be subject to the same provisions with reference to the transfer and transmission of shares, lien, or otherwise, as if it had been part of the original capital.

15. Without prejudice to any special rights or privileges at-tached to any then existing shares in the capital of the Company, the new shares shall be issued upon such terms and conditions and with such rights, priorities, or privileges, as the Company in General Meeting may di-rect, and if no direction be given, as the Directors shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends, and with a special or without any right of voting.

16. The Company may, from time to time, by a Resolution of Members, consolidate any or all of its shares.

17. Whenever the capital is divided into different classes of shares, all or any of the rights attached to each class may be modified, commuted, affected, abrogated or dealt with either with the consent in writing of the sharehold-ers of not less than three-fourths of the issued shares

DELETED

16. Any Capital raised by the issue of new shares shall, un-less otherwise provided by the conditions of issue, be considered as part of the original capital, and shall be subject to the same provisions with reference to the transfer and transmission of shares, lien, or otherwise, as if it had been part of the original capital.

17. Without prejudice to any special rights or privileges at-tached to any then existing shares in the capital of the Company, the new shares shall be issued upon such terms and conditions and with such rights, priorities, or privileges, as the Company in General Meeting may di-rect, and if no direction be given, as the Directors shall determine; and in particular such shares may be issued with a preferential or qualified right to dividends, and with a special or without any right of voting.

DELETED

18. Whenever the capital is divided into different classes of shares, all or any of the rights attached to each class may be modified, commuted, affected, abrogated or dealt with either with the consent in writing of the sharehold-ers of not less than three-fourths of the issued shares of

Article 13 in the current AoA (Bahamas) is deleted as it is covered by article 13 and 15 in the proposed AoA (Malta).

Article 16 in the current AoA (Bahamas) is not relevant as there are no bearer shares.



of that class or by a Resolution of at least three-fourths of the shareholders of shares of that class present at a General Meeting, and all the provisions hereinafter con-tained as to General Meetings shall, mutatis mutandis, apply to every such meeting, except that the quorum thereof shall be Members holding, or representing by proxy, one-tenth of the nominal amount of the issued shares of that class.

BORROWING POWERS

18. The Directors may from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

19. The Directors may raise or secure the payment or re-payment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, deben-tures or debenture stock perpetual or otherwise, notes or other obligations of the Company charged upon all or any part of the property of the Company (both present and future).

20. Debentures, debenture stock and other securities may be made assignable, free from any equities, between the Company and the person to whom the same may be is-sued.

21. If the Director or any of them or any other person shall become personally liable for the payment of any sum primarily due from the Company, the Directors may ex-ecute or cause to be executed any mortgage, charge or security over or affecting the whole or any part of the assets of the Company, by way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in respect of such liability.

that class or by an Extraordinary Resolution of at least three-fourths of the shareholders of shares of that class present at a General Meeting, and all the provisions hereinafter contained as to General Meetings shall, mu-tatis mutandis, apply to every such meeting, except that the quorum thereof shall be Members holding, or rep-resenting by proxy, one-tenth of the nominal amount of the issued shares of that class.

BORROWING POWERS - DELETED

MOVED TO ARTICLE 69 IN THE PROPOSED AOA (MALTA)

DELETED

DELETED

DELETED


Articles in the current AoA (Bahamas) re-lating to borrowing powers are deemed unnecessary as the Power of Directors is defined in articles 68-69 in the proposed AoA (Malta).


22. The Directors shall cause a proper register to be kept of all mortgages and charges specifically affecting the prop-erty of the Company.

DELETED

NEWTIME, CONVENING AND NOTICE OF GENERAL MEETINGS

NEW19. The Company shall in each year hold a General Meeting

as its Annual General Meeting in addition to any other meetings in that year, and not more than fifteen (15) months shall elapse between the date of one Annual General Meeting of the Company and of the next. Gen-eral Meetings shall be held at such time and place as the Directors may determine.

All general meetings other than Annual General Meet-ings shall be called Extraordinary General Meetings.

NEW20. The Directors may, whenever they think fit, convene an

Extraordinary General Meeting, and Extraordinary Gen-eral Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists as provided by the Act.

NEW21. A General Meeting of the Company shall be called by not

less than twenty-one (21) days’ notice in writing at the least by publication through the Stock Exchange.

The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of the meeting, the proposed agenda for the Meet-ing and, in case of special business, the general nature of


The new article 19 in the proposed AoA (Malta) defines that the Company shall have an Annual General Meeting, which the Company has been in compliant with since its incorporation.

The new article 20 in the proposed AoA (Malta) is a rewording of article 23 in the current AoA (Bahamas).

The amendments to the article 21 in the proposed AoA (Malta) is included to com-ply with Maltese law. It has been defined that a General Meeting shall be called by not less than twenty-one days’ notice compared to the current seven days.


that business. It shall be given, in the manner as may be prescribed by the Company in General Meeting, to such persons as are, by the Act and under these Articles, enti-tled to receive such notices from the Company.

The notice shall also contain the following information:

(a) a clear and precise description of the procedures that Members must comply with in order to be able to par-ticipate in and to vote at the General Meeting;

(b) state the record date and explain that only those who are Members on that date shall have the right to partic-ipate and vote in the General Meeting;

(c) indicate where and how the full, unabridged text of the documents to be submitted to the General Meeting (in-cluding, where applicable, the Annual Report) and of any draft resolutions may be obtained, unless in the lat-ter case the draft resolutions are included as part of the notice itself and

(d) indicate the address of the internet site on which the information will be made available.

NEW22. Any Member entitled to vote at the meeting may:

• Request the Company to include items on the agen-da of a General Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the general meeting, and

• Table draft resolutions for items included in the agenda of a General Meeting.


The new article 22 in the proposed AoA (Malta) is included to comply with Mal-tese law. Specifies that any shareholder has the right to demand that an item is included on the agenda of the General Meeting.


PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS

23. General Meetings shall be held at such time and place as the Directors may determine.

24. The Directors shall give not less than seven (7) days notice of General Meetings of Members by publication through the Stock Exchange.

The request to put items on the agenda of the General Meeting or the tabling of draft resolutions to be adopted at the General Meeting shall be submitted to the Compa-ny (in hard copy form or in electronic form to an e-email address provided by the Company for the purpose) at least forty-six (46) days before the date set for the Gener-al Meeting to which it relates and shall be authenticated by the person or persons making it. Furthermore, where the right to request items to be put on the agenda of the General Meeting or to table draft resolutions to be adopted at the General Meeting requires a modification of the agenda for the General Meeting that has already been communicated to Members, there shall be made available a revised agenda in the same manner as the previous agenda of the applicable record date or, if no such record date applies, sufficiently in advance of the date of the General Meeting so as to enable other Mem-bers to appoint a proxy or, where applicable, to vote by correspondence

MOVED FROM ARTICLE 25 IN THE CURRENT AOA (BAHAMAS)23. The accidental omission to give notice of any General

Meeting or the non-receipt of any such notice by any of the Members shall not invalidate any resolution passed at any such meeting.

PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS

MOVED - INCLUDED IN ARTICLE 19-20 IN THE PROPOSED AOA (MALTA).

MOVED - INCLUDED IN ARTICLE 21 IN THE PROPOSED AOA (MALTA).



25. The accidental omission to give notice of any General Meeting or the non-receipt of any such notice by any of the Members shall not invalidate any resolution passed at any such meeting.

26. No business shall be transacted at any General Meeting of the Members unless a quorum is present. A quorum shall consist of one or more Members, present in person or by proxy, holding more than ten percent (10%) of the issued shares of the Company, unless stated elsewhere in these articles.

If a quorum be present which is represented by only one person then such person may resolve any matter and a minute signed by such person accompanied where such person be a proxy by a copy of the proxy form shall con-stitute a valid Resolution of Members.

27. The Chairman shall appoint a person to chair every Gen-eral Meeting.

28. Every question submitted to a General Meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a Member.

MOVED - CHANGED NUMBER TO ARTICLE 23 IN THE PROPOSED AOA (MALTA).

24. No business shall be transacted at any General Meeting of the Members unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall consist of two or more Members, present in person or by proxy, holding more than ten percent (10%) of the issued shares of the Company, unless stated elsewhere in these articles.

If a quorum be present which is represented by only one person then such person may resolve any matter and a minute signed by such person accompanied where such person be a proxy by a copy of the proxy form shall con-stitute a valid Resolution of Members.

25. The Chairman shall appoint a person to chair every Gen-eral Meeting.

REWORDED26. Except where otherwise specifically required by the Act

or by the Memorandum of Association of the Compa-ny or by these Articles, questions arising at any Gener-al Meeting (whether annual or extraordinary) shall be decided by an Ordinary Resolution. Provided that, any amendment of the Articles of Association may, however, only be approved by an Extraordinary Resolution.

27. At any General Meeting a resolution put to the vote of the meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall, both on a show of hands and on a poll, have a casting vote in addition to the vote or votes to which he may be entitled as a Member.


Rewording of article 32 in the current AoA (Bahamas).


29. At any General Meeting of the Members, unless a poll is demanded by a Member present in person or by proxy, a declaration by the Chairman that a Resolution of Mem-bers has been carried out and entry to that effect in the book of proceedings of the Members shall be sufficient evidence of the fact, without proof of the number or pro-portion of the votes recorded in favour of or against such Resolution of Members.

30. If a poll is demanded it shall be taken in such manner as the Chairman shall reasonably direct and the result of such poll shall be deemed to be the Resolution of Mem-bers.

31. The Chairman may, with the consent of the General Meeting or in the absence of a quorum, adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meet-ing other than the business left unfinished at the meet-ing from which the adjournment took place.

32. Any act or thing which in accordance with these Articles is required to be transacted, made, done, approved, de-termined, decided, or passed by the Company in General Meeting shall not be effective except by virtue of a reso-lution passed by a majority of the persons voting, or if a poll is duly demanded, by a majority of the votes given at such poll. Any amendment of the Articles of Associa-tion may, however, only be approved if a majority of two-thirds of the votes represented at the General Meeting vote in favour of such amendment.

33. The Directors shall, on the requisition of Members of the Company representing not less than one-tenth of such of the issued share capital of the Company as at the date of the requisition forthwith proceed to convene a Gen-eral Meeting of the Company, and in the case of such requisition the following provisions shall have effect:

28. At any General Meeting of the Members, unless a poll is demanded by a Member present in person or by proxy, a declaration by the Chairman that a Resolution of Mem-bers has been carried out and entry to that effect in the book of proceedings of the Members shall be sufficient evidence of the fact, without proof of the number or pro-portion of the votes recorded in favour of or against such Resolution of Members.

29. If a poll is demanded it shall be taken in such manner as the Chairman shall reasonably direct and the result of such poll shall be deemed to be the Resolution of Mem-bers.

30. The Chairman may, with the consent of the General Meeting or in the absence of a quorum, adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meet-ing other than the business left unfinished at the meet-ing from which the adjournment took place.

MOVED - INCLUDED IN NEW ARTICLE 26 IN THE PROPOSED AOA (MALTA).

31. The Directors shall, on the requisition of Members of the Company representing not less than one-tenth of such of the issued share capital of the Company as at the date of the requisition forthwith proceed to convene a Gen-eral Meeting of the Company, and in the case of such requisition the following provisions shall have effect:



(1) The requisition must state the objects of the meet-ing and must be signed by the requisitionists and deposited at the Office, and may consist of several documents in like form each signed by one or more of the requisitionists.

(2) If the Directors do not, within twenty-one (21) days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them representing more than one half of the voting rights of all of them may themselves convene the meeting, but any meeting so con-vened shall not be held after three (3) months from the date of such deposit.

(3) Any meeting convened under this clause by the requisitionists shall be convened in the same man-ner as nearly as possible as that in which meetings are to be convened by Directors.

(4) A requisition by joint shareholders must be signed by all such shareholders.

(1) The requisition must state the objects of the meet-ing and must be signed by the requisitionists and deposited at the registered office of the Company, and may consist of several documents in like form each signed by one or more of the requisitionists.

(2) If the Directors do not, within twenty-one (21) days from the date of the requisition being so deposited, proceed to convene a meeting, the requisitionists or any of them representing more than one half of the voting rights of all of them may themselves convene the meeting, but any meeting so con-vened shall not be held after three (3) months from the date of such deposit.

(3) Any meeting convened under this clause by the requisitionists shall be convened in the same man-ner as nearly as possible as that in which meetings are to be convened by Directors.

(4) A requisition by joint shareholders must be signed by all such shareholders.

NEW32. Every Shareholder shall have the right to ask questions

which are pertinent and related to items on the agen-da of a General Meeting and to have such questions an-swered by the Directors or such person as the Directors may delegate for that purpose subject to any reasonable measures that the Issuer may take to ensure the identifi-cation of the Shareholder. The said right shall also be en-joyed by a proxy holder appointed by the Shareholder.

The Company may provide one overall answer to ques-tions having the same content.

An answer to a question is not required where:


The new article 32 in the proposed AoA (Malta) is included to comply with Maltese law.


VOTES OF MEMBERS

34. Subject to any special terms as to voting upon which any shares shall be issued or may for the time being be held upon a show of hands every Member present in person shall have one (1) vote only. Upon a poll every Member present in person, or by proxy, shall have one (1) vote for every share held by him. Where a corporation, being a Member, is present by proxy who is not a Member, such proxy shall be entitled to vote for such corporation on a show of hands.

35. Votes may be given either personally or by proxy. Only Members who hold shares on the record date, which is seven (7) days before the General Meeting, are entitled to vote. Shares and voting rights held by a shareholder at the record date shall be calculated based on the registra-tion of the shareholder’s shares in the Company’s Regis-ter as well as notifications about ownership received by the Company for entry into the Register, but which have not yet been recorded in the Register.

(a) to give an answer would interfere unduly with the preparation for the meeting, involve the disclosure of confidential information or cause prejudice to the business interests of the Company;

(b) the answer has already been given on the Compa-ny’s website in the form of an answer to a question;

(c) it is not in the interests of good order of the meet-ing that the question be answered; or

(d) the Company is unable to provide an immediate re-ply, provided that such reply is subsequently post-ed on the website of the Company.

VOTES OF MEMBERS

33. Subject to any special terms as to voting upon which any shares shall be issued or may for the time being be held upon a show of hands every Member present in person shall have one (1) vote only. Upon a poll every Member present in person, or by proxy, shall have one (1) vote for every share held by him. Where a corporation, being a Member, is present by proxy who is not a Member, such proxy shall be entitled to vote for such corporation on a show of hands as well as upon a poll.

34. Votes may be given either personally or by proxy. Only Members who hold shares on the record date, which is thirty (30) days immediately preceding the General Meet-ing, are entitled to vote. Shares and voting rights held by a shareholder at the record date shall be calculated based on the registration of the shareholder’s shares in the Company’s Register as well as notifications about ownership received by the Company for entry into the Register, but which have not yet been recorded in the Register.


The amendment to article 34 in the pro-posed AoA (Malta) is included to comply with Maltese law.


36. Where there are joint registered shareholders, any one of such persons may vote at any General Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto and if more than one of such joint shareholders be present at any General Meeting, personally or by proxy, that one (1) of the said persons so present whose name stands first on the Register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this clause be deemed joint shareholders thereof.

37. Any Member of unsound mind, or in respect of whom an order in lunacy has been made by any competent Court, may vote by his Committee, curator bonis, or oth-er person in the nature of a committee or curator bonis appointed by the Court, or on a poll by a proxy of such person.

38. The instrument appointing a proxy shall be in writing un-der the hand of the appointor or his attorney, or, if such appointor be a corporation, under its Common Seal or (in relation to foreign appointors) in accordance with the signatory rules applicable to such corporation. Provided always that a corporation being a Member of the Com-pany may appoint any one of its officers to be its proxy, and the person so appointed may attend and vote at any General Meeting at which the appointor is entitled to vote.

39. Every instrument of proxy whether for a specified Gen-eral Meeting or otherwise shall have the form decided by the Company in connection with convening a General Meeting.

40. A proxy to vote shall be deemed to include power to de-mand a poll.

35. Where there are joint registered shareholders, any one of such persons may vote at any General Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto and if more than one of such joint shareholders be present at any General Meeting, personally or by proxy, that one (1) of the said persons so present whose name stands first on the Register in respect of such shares shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased Member in whose name any share stands shall for the purpose of this clause be deemed joint shareholders thereof.

36. Any Member of unsound mind, or in respect of whom an order in lunacy has been made by any competent Court, may vote by his Committee, curator bonis, or oth-er person in the nature of a committee or curator bonis appointed by the Court, or on a poll by a proxy of such person.

37. The instrument appointing a proxy shall be in writing un-der the hand of the appointor or his attorney, or, if such appointor be a body of persons in accordance with the signatory rules applicable to such body of persons. Pro-vided always that a body of persons being a Member of the Company may appoint any one of its officers to be its proxy, and the person so appointed may attend and vote at any General Meeting at which the appointor is entitled to vote.

38. Every instrument of proxy whether for a specified Gen-eral Meeting or otherwise shall have the form decided by the Company in connection with convening a General Meeting.

39. A proxy to vote shall be deemed to include power to de-mand a poll.



41. The instrument appointing a proxy shall be registered at the place and time described in the notice published through the Stock Exchange.

OFFICERS

42. The Officers of the Company shall be appointed by the Directors and may consist of a Chairman, one or more Deputy Chairmen and a Secretary and such other offi-cers as the Members or the Directors may from time to time think necessary, and such other officers shall per-form such duties as may be prescribed by the Directors. They shall hold office until their successors are appoint-ed, but any officer may be removed at any time by Reso-lution of Members or of Directors. If any office becomes vacant the Members in General Meeting or the Directors may fill the same.

43. Any person may hold more than one of these offices and no officer need be a Member of the Company.

CHAIRMAN AND DEPUTY CHAIRMAN

44. The Chairman shall perform such duties as may be pre-scribed by these Articles, or by Resolution of Members or of Directors.

45. A Deputy Chairman, in the absence or disability of the Chairman, may perform the duties and exercise the powers of the Chairman and shall perform such other duties as may be prescribed by these Articles, or by Res-olution of Members or Directors.

40. The instrument appointing a proxy shall be registered at the place and time described in the notice published through the Stock Exchange.

OFFICERS

41. The Officers of the Company shall be appointed by the Directors and may consist of a Chairman, one or more Deputy Chairmen and a Secretary and such other offi-cers as the Members or the Directors may from time to time think necessary, and such other officers shall per-form such duties as may be prescribed by the Directors. They shall hold office until their successors are appoint-ed, but any officer may be removed at any time by Reso-lution of Members or of Directors. If any office becomes vacant the Members in General Meeting or the Directors may fill the same.

42. Any person may hold more than one of these offices and no officer need be a Member of the Company.

CHAIRMAN AND DEPUTY CHAIRMAN

43. The Chairman shall perform such duties as may be pre-scribed by these Articles, or by Resolution of Members or of Directors.

44. A Deputy Chairman, in the absence or disability of the Chairman, may perform the duties and exercise the powers of the Chairman and shall perform such other duties as may be prescribed by these Articles, or by Res-olution of Members or Directors.



SECRETARY

46. The Secretary shall retain copies of the minutes of the meetings of the Members and of the Directors. He shall keep such other books and records of the Company as may be required by Resolution of Members or of Direc-tors and perform such other duties as may be prescribed by these Articles, or by Resolution of Members or of Di-rectors.

THE SEAL

47. The Directors shall provide for the safe custody of the Seal and the Seal shall never be used except by the au-thority of the Directors or of a Committee of the Direc-tors authorised by the Directors for that purpose. Every instrument to which the Seal is to be affixed shall be ex-ecuted on behalf of the Company by the Chairman or

SECRETARY

45. The company secretary shall hold office until such time as he resigns or is removed from office by the Directors or the Members.

The Secretary shall retain copies of the minutes of the meetings of the Members and of the Directors. He shall keep such other books and records of the Company as may be required by Resolution of Members or of Direc-tors and perform such other duties as may be prescribed by these Articles, or by Resolution of Members or of Di-rectors.

NEW46. The secretary shall:

(i) ensure that proper notices are given of all meet-ings; and

(ii) ensure that all returns and other documents of the company are prepared and delivered in accor-dance with the requirements of the Act.

Provided that for notices, meetings and any returns or documents requiring the approval of the Board of Direc-tors, such approval has been duly given.

THE SEAL - DELETED

DELETED


The new article 46 in the proposed AoA (Malta) includes a description of the sec-retary’s duties and reponsibilities.

Not relevant as a seal is not required/used in Malta.


a Deputy Chairman or a Director signing the same and affixing thereto the Seal of the Company in the presence of the Secretary or another Director or another Officer who shall sign the instrument as witness.

DIRECTORS

48. Subject as hereinafter provided the Directors of the Company shall be elected by the Members at a General Meeting and shall hold office until replaced at a subse-quent General Meeting. The Directors shall be not less than five (5) or more than twelve (12) in number.

49. A Director replaced at a subsequent General Meeting may be re-appointed as a Director of the Company on a subsequent date.

50. The Board shall ensure that all Directors resign every year and must seek re-election at the ensuing Annual General Meeting.

51. A Director need not be a Member of the Company and no shareholding qualification shall be necessary to qual-ify a person as a Director.

52. The remuneration, if any, of the Directors shall from time to time be determined by the Members in General Meet-ing or by Resolution of Directors at any time and such re-muneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling, hotel and other expenses properly incurred in attending and trav-elling to and returning from meetings of the Directors or of any committee of the Directors or General Meetings of the Members or in connection with the business of the Company.

53. The office of a Director shall ipso facto be vacated:

DIRECTORS

47. Subject as hereinafter provided the Directors of the Company shall be elected by the Members at a General Meeting and shall hold office until replaced at a subse-quent General Meeting. The Directors shall be not less than five (5) or more than twelve (12) in number.

48. A Director replaced at a subsequent General Meeting may be re-appointed as a Director of the Company on a subsequent date.

49. The Board shall ensure that all Directors resign every year and must seek re-election at the ensuing Annual General Meeting.

50. A Director need not be a Member of the Company and no shareholding qualification shall be necessary to qual-ify a person as a Director.

51. The remuneration, if any, of the Directors shall from time to time be determined by the Members in General Meet-ing or by Resolution of Directors at any time and such re-muneration shall be deemed to accrue from day to day. The Directors may also be paid all travelling, hotel and other expenses properly incurred in attending and trav-elling to and returning from meetings of the Directors or of any committee of the Directors or General Meetings of the Members or in connection with the business of the Company.

52. The office of a Director shall ipso facto be vacated:



(a) if he becomes bankrupt or suspends payment to or compounds with his creditors;

(b) if he becomes lunatic or of unsound mind or all the other Directors shall have unanimously resolved that he is physically or mentally incapable of per-forming the functions of a Director;

(c) if by notice in writing to the Company he resigns his office; or

(d) if he is removed by Resolution of Members or if his resignation in writing is requested by a majority of the other Directors.

54. The continuing Directors may act notwithstanding any vacancy in their body. However, so long as their num-ber is reduced below the number fixed by or established pursuant to these Articles as the necessary quorum of Directors, the continuing Director or Directors may act for the purposes of increasing the number of Directors to the number necessary to constitute a quorum or to the minimum number fixed by Article 48 or of summon-ing a General Meeting of the shareholders, but for no other purpose.

55. Any casual vacancy in the Board of Directors may at any time be filled by the Directors. Any Director so appoint-ed shall hold office only until the next following Annual General Meeting of the Company and shall be eligible for re-election.

56. The Directors or the Members in General Meeting shall by a resolution have power at any time, and from time to time, to elect any person as a Director as an addition to the Board but so that the total number of Directors shall

(a) if he becomes bankrupt or suspends payment to or compounds with his creditors;

(b) if he becomes lunatic or of unsound mind or all the other Directors shall have unanimously resolved that he is physically or mentally incapable of per-forming the functions of a Director;

(c) if by notice in writing to the Company he resigns or retires from his office; or

(d) if he is removed by Resolution of Members or if his resignation in writing is requested by a majority of the other Directors.

53. The continuing Directors may act notwithstanding any vacancy in their body. However, so long as their num-ber is reduced below the number fixed by or established pursuant to these Articles as the necessary quorum of Directors, the continuing Director or Directors may act for the purposes of increasing the number of Directors to the number necessary to constitute a quorum or to the minimum number fixed by Article 47 or of summon-ing a General Meeting of the shareholders, but for no other purpose.

DELETED

54. The Directors or the Members in General Meeting shall by a resolution have power at any time, and from time to time, to elect any person as a Director as an addition to the Board but so that the total number of Directors shall


Article 55 in the current AoA (Bahamas) is deleted to ensure that it is only the Gen-eral Meeting that can elect Directors.


not at any time exceed the maximum number fixed as above.

57. Any Director shall retire at the AGM after he/she has attained the the age of seventy (70) years. However, re-election may take place if the Chairmanship is satis-fied that this is in the best interest of the Company.

ALTERNATE DIRECTORS

58. Any Director may at any time appoint any person ap-proved by the Directors to be an alternate Director of the Company and may at any time remove any alternate Director so appointed by him. An alternate Director so appointed shall not be entitled to receive any remuner-ation from the Company but shall otherwise be subject to the provisions of these presents with regard to Direc-tors. An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and re-movals of alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the Com-pany’s office.

MANAGING DIRECTOR

59. The Members in General Meeting or the Directors may from time to time appoint one or more Managing Direc-

not at any time exceed the maximum number fixed as above.

DELETED

ALTERNATE DIRECTORS

55. Any Director may at any time appoint any person ap-proved by the Directors to be an alternate Director of the Company and may at any time remove any alternate Director so appointed by him. An alternate Director so appointed shall not be entitled to receive any remuner-ation from the Company but shall otherwise be subject to the provisions of these presents with regard to Direc-tors. An alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) be entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all the functions of his appointor as a Director in the absence of such appointor. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director. All appointments and re-movals of alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the Com-pany’s office.

MANAGING DIRECTOR

56. The Members in General Meeting or the Directors may from time to time appoint one or more Managing Direc-


Article 57 in the current AoA (Bahamas) is deleted as EU has a principle of non-dis-crimination due to age.


tors of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time re-move or dismiss him or them from office and appoint another or others in his or their place or places.

60. The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes.

61. The Directors may from time to time entrust to and con-fer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the ex-clusion of, and in substitution for all or any of the pow-ers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers.

PROCEEDINGS OF DIRECTORS

62. The Directors shall elect one (1) of their members to be Chairman of their meetings, and another member to be Deputy Chairman and determine the period for which they are to hold office respectively, but if no such Chair-man or Deputy Chairman is elected, or if at any meeting neither the Chairman nor Deputy Chairman is present at the time appointed for holding the same, the Direc-tors present shall choose someone of their number to be Chairman of such meeting.

63. The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meet-

tors of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time re-move or dismiss him or them from office and appoint another or others in his or their place or places.

57. The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes.

58. The Directors may from time to time entrust to and con-fer upon a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the ex-clusion of, and in substitution for all or any of the pow-ers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers.

PROCEEDINGS OF DIRECTORS

59. The Directors shall elect one (1) of their members to be Chairman of their meetings, and another member to be Deputy Chairman and determine the period for which they are to hold office respectively, but if no such Chair-man or Deputy Chairman is elected, or if at any meeting neither the Chairman nor Deputy Chairman is present at the time appointed for holding the same, the Direc-tors present shall choose someone of their number to be Chairman of such meeting.

60. The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meet-



ings as they think fit, and determine the quorum neces-sary for the transaction of business. Until otherwise de-termined two (2) Directors shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes at any meeting, the Chairman shall have a second or casting vote.

64. Meetings of the Board of Directors shall be held at such places as the Board may determine, and may at any time be convened by the Chairman (or during his absence by the Deputy Chairman) or by a majority of the Directors by giving at least seven (7) days’ notice to the Directors.

65. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the regulations of the Company for the time being vested in or exercisable by the Directors generally.

66. The Directors may delegate any of their powers (other than the power to borrow) to Committees consisting of such Member or Members of their body as they think fit and may from time to time revoke such delegation. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on him or them by the Directors. The regula-tions herein contained for the meetings and proceedings of Directors shall, so far as not altered by any regulation made by the Directors, apply also to the meetings and proceedings of any Committee.

67. All acts done by any meeting of the Directors or of a Committee of Directors, or by any persons acting as Di-rectors, shall, notwithstanding that it is afterwards dis-covered that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as

ings as they think fit, and determine the quorum neces-sary for the transaction of business. Until otherwise de-termined two (2) Directors shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes at any meeting, the Chairman shall have a second or casting vote.

61. Meetings of the Board of Directors shall be held at such places as the Board may determine, and may at any time be convened by the Chairman (or during his absence by the Deputy Chairman) or by a majority of the Directors by giving at least seven (7) days’ notice to the Directors.

62. A meeting of the Directors for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the regulations of the Company for the time being vested in or exercisable by the Directors generally.

63. The Directors may delegate any of their powers (other than the power to borrow) to Committees consisting of such Member or Members of their body as they think fit and may from time to time revoke such delegation. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on him or them by the Directors. The regula-tions herein contained for the meetings and proceedings of Directors shall, so far as not altered by any regulation made by the Directors, apply also to the meetings and proceedings of any Committee.

64. All acts done by any meeting of the Directors or of a Committee of Directors, or by any persons acting as Di-rectors, shall, notwithstanding that it is afterwards dis-covered that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as



if every such person had been duly appointed and was qualified to be a Director.

68. (1) It shall not be necessary for the Directors to hold

any formal meetings.

(2) When all the Directors sign the minutes of a meet-ing of the Directors the same shall be deemed to have been duly held, notwithstanding that the Di-rectors have not actually come together or that there may have been technical defects in the pro-ceedings. And a resolution in writing, signed by all the Directors, shall be as valid and effectual as if it had been passed at a meeting of the Directors, duly called and constituted, and may consist of several documents in a like form, each signed by one (1) or more of the Directors.

69. The Directors shall cause minutes to be duly entered in books provided for the purpose:

(1) of all appointments of Officers;

(2) of all the names of the Directors present at each meeting of the Directors and of any Committee of Directors;

(3) of all orders made by the Directors and Commit-tees of Directors; and

(4) of all resolutions and proceedings of General Meet-ings and of meetings of the Directors and Commit-tees. Any such minutes of any meeting of the Di-rectors, or of any Committee, or of the Company, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeed-

if every such person had been duly appointed and was qualified to be a Director.

65. (1) It shall not be necessary for the Directors to hold

any formal meetings.

(2) When all the Directors sign the minutes of a meet-ing of the Directors the same shall be deemed to have been duly held, notwithstanding that the Di-rectors have not actually come together or that there may have been technical defects in the pro-ceedings. And a resolution in writing, signed by all the Directors, shall be as valid and effectual as if it had been passed at a meeting of the Directors, duly called and constituted, and may consist of several documents in a like form, each signed by one (1) or more of the Directors.

66. The Directors shall cause minutes to be duly entered in books provided for the purpose:

(1) of all appointments of Officers;

(2) of all the names of the Directors present at each meeting of the Directors and of any Committee of Directors;

(3) of all orders made by the Directors and Commit-tees of Directors; and

(4) of all resolutions and proceedings of General Meet-ings and of meetings of the Directors and Commit-tees. Any such minutes of any meeting of the Di-rectors, or of any Committee, or of the Company, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeed-



ing meeting shall be received as prima facie evi-dence of the matters stated in such minutes.

70. The Directors may meet as provided by Section 48(2) of the Act.

POWERS OF DIRECTORS

71. The management of the business of the Company shall be vested in the Directors who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them, may exercise all such powers and do all such acts as expressly directed or required to be exercised or done by Resolution of Members but subject nevertheless to the provisions of the Act and of these presents.

72. Without prejudice to the general powers conferred by the last preceding clause and the other powers con-ferred by these presents, it is hereby expressly declared that the Directors shall have the following powers, that is to say:-

(1) To purchase or otherwise acquire for the Company any property (real or personal), rights or privileg-es which the Company is authorised to acquire at such price and generally on such terms and condi-tions as they think fit.

(2) To sell, exchange, assign or otherwise dispose (with or without valuable consideration) of all or any of the property (real or personal) of the Company and to sign, seal, execute and deliver conveyances, transfers and assignments of any property so sold, exchanged, assigned or otherwise disposed of.

ing meeting shall be received as prima facie evi-dence of the matters stated in such minutes.

67. A resolution in writing signed by all the Directors in ac-cordance with article 66 of the First Schedule to the Act may be taken by means of several documents in like form signed separately.

POWERS OF DIRECTORS

68. The management of the business of the Company shall be vested in the Directors who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them, may exercise all such powers and do all such acts as expressly directed or required to be exercised or done by Resolution of Members but subject nevertheless to the provisions of the Act and of these presents.

69. Without prejudice to the general powers conferred by the last preceding clause and the other powers con-ferred by these presents, it is hereby expressly declared that the Directors shall have the following powers, that is to say:-

(1) To purchase or otherwise acquire for the Company any property (real or personal), rights or privileg-es which the Company is authorised to acquire at such price and generally on such terms and condi-tions as they think fit.

(2) To sell, exchange, assign or otherwise dispose (with or without valuable consideration) of all or any of the property (real or personal) of the Company and to sign, seal, execute and deliver conveyances, transfers and assignments of any property so sold, exchanged, assigned or otherwise disposed of.



(3) At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debenture or other securities of the Company; and any such shares shall be issued as fully paid up; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Compa-ny or not so charged.

(4) To secure fulfilment of any contracts or engage-ments entered into by the Company by mortgage or charge of all or any of the property of the Com-pany for the time being or in such other manner as they think fit.

(5) To institute, conduct, defend, compound or aban-don any legal proceedings by and against the Com-pany or its officers or otherwise concerning the af-fairs of the Company; and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.

(6) From time to time to provide for the management of the affairs of the Company abroad in such man-ner as they think fit and in particular by power of attorney under seal to appoint any persons to be attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit.

(7) To invest and deal with any of the moneys of the Company not immediately required for the purpos-es of the Company and upon such securities and in such manner as they may think fit and from time to time to vary or realize such investments.

(3) At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debenture or other securities of the Company; and any such shares shall be issued as fully paid up; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Compa-ny or not so charged.

(4) To secure fulfilment of any contracts or engage-ments entered into by the Company by mortgage or charge of all or any of the property of the Com-pany for the time being or in such other manner as they think fit.

(5) To institute, conduct, defend, compound or aban-don any legal proceedings by and against the Com-pany or its officers or otherwise concerning the af-fairs of the Company; and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.

(6) From time to time to provide for the management of the affairs of the Company abroad in such man-ner as they think fit and in particular by power of attorney under seal to appoint any persons to be attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit.

(7) To invest and deal with any of the moneys of the Company not immediately required for the purpos-es of the Company and upon such securities and in such manner as they may think fit and from time to time to vary or realize such investments.



(8) To enter into all such negotiations and contracts and rescind and vary all such contracts and exe-cute and do all such acts, deeds and things in the name of and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

DIVIDENDS

73. Subject to the rights of the shareholders entitled to any priority, preference, or special privilege, the net profits of the Company shall be divisible by way of dividend among the Members, but in no case shall the dividend paid ex-ceed the amount recommended by the Board of Direc-tors in their Annual Report as hereinafter provided.

74. The Company in General Meeting may declare a dividend to be paid to the Members according to their rights and interests in the profits and may fix the time for payment.

75. No dividend shall be payable except out of the profits arising from the business of the Company.

76. The Directors may from time to time pay to the Members such interim dividends as in their judgment the position of the Company justifies.

77. The Company shall distribute any dividend or bonus pay-able in respect of any shares through the VPC system.

(8) To enter into all such negotiations and contracts and rescind and vary all such contracts and exe-cute and do all such acts, deeds and things in the name of and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.

MOVED FROM ARTICLE 18 IN THE CURRENT AOA (BAHAMAS)(9) The Directors may from time to time, at their dis-

cretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company.

DIVIDENDS

70. Subject to the rights of the shareholders entitled to any priority, preference, or special privilege, the net profits of the Company shall be divisible by way of dividend among the Members, but in no case shall the dividend paid ex-ceed the amount recommended by the Board of Direc-tors in their Annual Report as hereinafter provided.

71. The Company in General Meeting may declare a dividend to be paid to the Members according to their rights and interests in the profits and may fix the time for payment.

72. No dividend shall be payable except out of the profits arising from the business of the Company.

73. The Directors may from time to time pay to the Members such interim dividends as in their judgment the position of the Company justifies.

74. The Company shall distribute any dividend or bonus pay-able in respect of any shares through the VPC system. The Company shall not be responsible for any loss aris-




The Company shall not be responsible for any loss aris-ing therefrom. Dividends payable on shares shall be paid to the last known address of the registered shareholder unless mail has been returned from the last known ad-dress on more than three (3) occasions or there is no known address. Any dividend remaining uncollected for six (6) years from the date on which it became due for payment shall revert to the Company.

78. On the recommendation of the Directors, any Gener-al Meeting declaring a dividend may resolve that such dividend be paid wholly or in part by the distribution of specie assets, and in particular of paid-up shares, de-bentures, or debenture stock of the Company or paid-up shares, debentures or debenture stock of any other company, or in any one or more of such ways.

79. On the recommendation of the Directors, any Gener-al Meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the reserve fund and available for dividend or representing premiums re-ceived on the issue of shares be distributed amongst the Shareholders as would be entitled to receive the same if distributed by way of dividend.

80. For the purpose of giving effect to any Resolution of Members under the last preceding Article, the Directors may settle any difficulty which may arise in regard to the distribution as they think expedient.

81. A transfer of shares shall not pass the right to any div-idend declared thereon before the registration of the transfer.

82. No dividend or bonus shall bear interest as against the Company.

ing therefrom. Any dividend remaining uncollected for three (3) years from the date on which it became due for payment shall revert to the Company.

75. On the recommendation of the Directors, any Gener-al Meeting declaring a dividend may resolve that such dividend be paid wholly or in part by the distribution of specie assets, and in particular of paid-up shares, de-bentures, or debenture stock of the Company or paid-up shares, debentures or debenture stock of any other company, or in any one or more of such ways.

76. On the recommendation of the Directors, any Gener-al Meeting may resolve that any moneys, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the reserve fund and available for dividend or representing premiums re-ceived on the issue of shares be distributed amongst the Shareholders as would be entitled to receive the same if distributed by way of dividend.

77. For the purpose of giving effect to any Resolution of Members under the last preceding Article, the Directors may settle any difficulty which may arise in regard to the distribution as they think expedient.

78. A transfer of shares shall not pass the right to any div-idend declared thereon before the registration of the transfer.

79. No dividend or bonus shall bear interest as against the Company.

The reduction from six to three years will have no effect for shareholders regis-tered on VPC.



AUDIT

83. The financial statements of the Company shall be exam-ined annually by one or more Auditors and presented to the Members at the Annual General Meeting.

84. The Company shall at each Annual General Meeting ap-point an Auditor or Auditors to hold office until the next Annual General Meeting and their appointments, remu-neration rights and duties shall be regulated by the Com-pany.

85. A copy of the audited financial statements shall be made available in writing or by electronic communication to all registered Members, provided their address is known at the date of convening of the Annual General Meeting.

NOTICES AND COMMUNICATION

86. A notice may be served by the Company upon any Mem-ber by publication through the Stock Exchange.

87. Any Director may waive the right to receive notices by an instrument in writing signed by him before, at or after any meeting.

88. All communication from the Company to its sharehold-ers may take place through electronic document ex-change and electronic mail solutions (electronic commu-nication) available to its shareholders at the Company’s website and/or the Shareholder Portal for the purpose of enabling shareholders to electronically receive notic-es of general meetings with relevant agendas; complete proposals; proxy forms; interim reports; annual reports; company announcements; financial calendars; prospec-tuses; and other general information from the Company.

AUDIT

80. The financial statements of the Company shall be exam-ined annually by one or more Auditors and presented to the Members at the Annual General Meeting.

81. The Company shall at each Annual General Meeting ap-point an Auditor or Auditors to hold office until the next Annual General Meeting and their appointments, remu-neration rights and duties shall be regulated by the Com-pany.

82. A copy of the audited financial statements shall be made available in writing or by electronic communication to all registered Members, provided their address is known at the date of convening of the Annual General Meeting.

NOTICES AND COMMUNICATION

83. A notice may be served by the Company upon any Mem-ber by publication through the Stock Exchange.

DELETED

84. All communication from the Company to its sharehold-ers may take place through electronic document ex-change and electronic mail solutions (electronic commu-nication) available to its shareholders at the Company’s website and/or the Shareholder Portal for the purpose of enabling shareholders to electronically receive notic-es of general meetings with relevant agendas; complete proposals; proxy forms; interim reports; annual reports; company announcements; financial calendars; prospec-tuses; and other general information from the Company.

Article 87 in the current AoA (Bahamas) is deleted as it is not relevant.



The Company always has the option of communicating by ordinary mail.

89. Each shareholder is responsible for ensuring that the Company is in possession of the correct electronic ad-dress. Shareholders can find detailed information on system requirements and on the procedures for using electronic communication on the Company’s website.

INDEMNITY

90. Every Director, Manager, Secretary or Officer of the Com-pany or any person (whether an officer of the Company or not) employed by the Company shall be indemnified out of the funds of the Company against all liability in-curred by him as such Director, Manager, Secretary or Officer in defending any proceedings whether civil or criminal in which judgment is given in his favour, or in which he is acquitted.

91. Every Director, Manager, Secretary and other Officer or servant of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay, all costs, losses, and expenses which any Director, Manager, Secretary, Officer or servant may incur or become liable to by rea-son of any contract entered into, or act or thing done by him as such Director, Manager, Secretary, Officer or servant, or in any way in the discharge of his duties, in-cluding travelling expenses; and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority as between the Members over all other claims.

92. No Director or Officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Di-rector or Officer or for joining in any receipt or other act

The Company always has the option of communicating by ordinary mail.

85. Each shareholder is responsible for ensuring that the Company is in possession of the correct electronic ad-dress. Shareholders can find detailed information on system requirements and on the procedures for using electronic communication on the Company’s website.

INDEMNITY

86. Every Director, Manager, Secretary, Agent or Officer of the Company or any person (whether an officer of the Company or not) employed by the Company shall be indemnified out of the funds of the Company against all liability incurred by him as such Director, Manager, Secretary, Agent or Officer in defending any proceedings whether civil or criminal in which judgment is given in his favour, or in which he is acquitted.

87. Every Director, Manager, Secretary, Agent and other Of-ficer or servant of the Company shall be indemnified by the Company against, and it shall be the duty of the Di-rectors out of the funds of the Company to pay, all costs, losses, and expenses which any Director, Manager, Sec-retary, Agent, Officer or servant may incur or become liable to by reason of any lawful contract entered into, or lawful act or thing done by him as such Director, Man-ager, Secretary, Agent, Officer or servant, or in any way in the lawful discharge of his duties, including travelling expenses.

DELETED Article 92 in the current AoA (Bahamas) is deleted to comply wiht Maltese law.



for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficien-cy or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or act of tort of any person with whom any moneys, se-curities or effects shall be deposited, or for any loss oc-casioned by an error of judgment, omission, default or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execu-tion of his office or in relation thereto, unless the same happens through his own dishonesty.

93. The indemnity provided for in articles 88.-90. shall only apply to persons acting honestly and in good faith with a view to the best interests of the Company.

88. The indemnity provided for in articles 86 and 87 shall only apply to persons acting lawfully, honestly and in good faith with a view to the best interests of the Com-pany, and shall not be understood as exempting from, or indemnifying against, any liability attached to a person in respect of negligence, default or breach of duty or oth-erwise of which such person may be guilty in relation to the Company.

NEWCONTINUATION OF COMPANY IN OTHER JURISDICTION

89. The company may, by means of an extraordinary resolu-tion of the members, decide to change its residence and domicile to another jurisdiction and hence to be regis-tered as being continued in such other jurisdiction, and this in terms of such laws and regulations regulating the Continuation outside Malta of companies incorporated in Malta.

The amendments in the new article 88 in the proposed AoA (Malta) is included to comply with Maltese law.

The new article 89 in the proposed AoA (Malta) is included to make it possible for members to change the domicile of the Company via an extraordinary resolution.



Dated this 27th day of August A.D., 2019.

Dato’ Carl Bek-Nielsen _____________________

Mr. Martin Bek-Nielsen _____________________

Mr. John A. Goodwin _____________________

Mr. Jørgen Balle _____________________

Mr. Bent Mahler _____________________

Mr. Frederik Westenholz _____________________

Mr. Harald Sauthoff _____________________

Dated this xxth day of December A.D., 2019.

Dato’ Carl Bek-Nielsen _____________________

Mr. Martin Bek-Nielsen _____________________

Mr. John A. Goodwin _____________________

Mr. Jørgen Balle _____________________

Mr. Bent Mahler _____________________

Mr. Frederik Westenholz _____________________

Mr. Harald Sauthoff _____________________

APPENDIX 2

A DESCRIPTION OF MINORITY SHAREHOLDERS’ RIGHTS

IN DENMARK, THE BAHAMAS AND MALTA





DANISH LAW

(References are to the Danish Companies Act 763/2019) (“Danish Act”).

All shares have equal rights including equal voting rights, unless the articles of associa-tion specify that there are different classes of shares, and how the rights vary, cf. §§ 45-46 in the Danish Act.

Shareholders holding 5 % of the shares may require an extraordinary general meeting to be called, cf. § 89 in the Danish Act.

General meetings are convened with a notice period of 3-5 weeks, cf. § 94 in the Danish Act.

The notice of the general meeting shall in-clude all items on the agenda as well as the significant parts of the proposal relating to changes to the articles of association, cf. § 96 in the Danish Act.

MATTER

Voting rights

Right to call for an extraordi-nary general meeting

Convening of the general meeting of shareholders

BAHAMIAN LAW

(References to the “IBC Act” are to the Ba-hamian International Business Companies Act 2000 as latest amended by S.I. 36 of 2014).(References to the “AoA Bahamas” are to the memorandum and articles of associa-tion of UIE dated 27 August 2019).

All shares have equal voting rights unless the AoA Bahamas specify otherwise, cf. the IBC Act Sect. 63.

The AoA Bahamas do not specify other-wise.

The IBC Act Sect. 60 provides that share-holders holding 50% of the shares may require an extraordinary general meeting to be called; the AoA Bahamas Art. 33 reduces the 50 % threshold to 10%.

General meetings are convened with a no-tice period of not less than 7 days unless the AoA provides a longer notice period, cf. the IBC Act Sect. 61 (the AoA Bahamas Art. 24 does not provide for a longer no-tice period). Notice periods may be waived by shareholders representing 90 % of the shares (or such lower majority specified in the AoA), cf. the IBC Act Sect. 61.

The IBC Act does not specify what infor-mation is to be provided in the notice.

COMMENT TO MALTESE LAW

Comment to Maltese law vs. Danish and Bahamian law.

Similar position as Danish and Bahamian law.

Maltese position is similar to Danish law and current AoA of Bahamas.

Generally similar position as Danish and Bahamian law, however, different notice period:Bahamas: Minimum 7 daysDenmark: Minimum 21 days and maximum 35 daysMalta: Minimum 21 days

MALTESE LAW

Reference is made to The Companies Act, Cap 386 of the laws of Malta) (“Maltese Act”).(References to the “AoA Malta” are to the memoran-dum and articles of association of UIE, effective from the date of a provisional certificate of continuation is issued by the Business Register in Malta).

All shares have equal rights including voting rights unless otherwise specified in the Articles of Associa-tion of the Company.

The AoA Malta do not specify otherwise.

An extraordinary general meeting may be called on the requisition of a member or members of the company holding at the date of the deposit of the requisition not less than 1/10 of the paid up share capital as at the date of the deposit carried the right of voting at general meeting (Art 129 in the Maltese Act).

The notice shall be given in writing at least twen-ty-one (21) days prior to the general meeting.

The notice shall furthermore include the following information which shall be available at the compa-ny’s web site 3 weeks prior to the general meeting:

(1) A description of the size of the share capital and the voting rights of shareholders.

(2) A description of the procedures to be taken by the shareholders in order to participate and vote.

DESCRIPTION OF MINORITY SHAREHOLDERS’ RIGHTS IN DENMARK, THE BAHAMAS AND MALTABelow is a description of the minority shareholders’ rights applicable for Danish companies listed on a stock exchange and the shareholders’ rights pursuant to Bahamian law and the current articles of association of UIE and the shareholders’ rights pursuant to Maltese law and the articles of association of UIE to be effective from the date of a provisional certificate of continuation is issued by the Business Register in Malta. It should

be noted that the articles of association of UIE may be ammended if appoved by an extraordinary resolution at a general meeting.

Please note that the following does not constitute legal advice to shareholders. If shareholders require legal advice regarding Bahamian or Maltese law, they should contact a Bahamian or Maltese lawyer.

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DANISH LAW

The notice shall furthermore include the following information which shall be avail-able at the company’s web site 3 weeks prior to the general meeting: (1) A description of the size of the share

capital and the voting rights of share-holders.

(2) A description of the procedures to be taken by the shareholders in order to participate and vote.

(3) The registration date.(4) Information on how to access the

complete proposals.(5) Web-site address where to download

relevant documents

All shareholders have the right to partici-pate in and speak at general meetings, cf. § 78 in the Danish Act, and to bring along an advisor, cf. § 81 in the Danish Act, or to is-sue a proxy to a third person to participate on his behalf, cf. § 80 in the Danish Act. The company may, however, require that shareholders report their participation no later than 3 days prior to the meeting, cf. §84 in the Danish Act.

The management must reply to all ques-tions regarding the annual report or the company if the information may be pro-vided without significant detriment to the company, cf. § 102 in the Danish Act.

MATTER

Right to participate at general meeting

Right to receive information at general meeting

BAHAMIAN LAW

UIE has in the past included the informa-tion required by the Danish Act in its notic-es of general meetings.

All shareholders have the right to partici-pate in and speak at general meetings, cf. the IBC Act Sect. 60.

All shareholders have the right to issue a proxy to a third party to participate on his behalf, cf. the IBC Act Sect. 60. Votes may be given either personally or by proxy AoA Bahamas Art. 35.

The IBC Act and the AoA Bahamas are silent on this issue.

The management of UIE has in the past replied to all questions made either at the informal shareholders’ meeting held each year in Denmark or at general meetings in Bahamas regarding the annual report or the company.


Similar position as Danish and Bahamian law with the rights of shareholders to attend general meetings and appoint proxies.

Similar position as Bahamian law in relation to the right to bring along an advisor.

Malta position is similar to Danish law (and similar to how UIE management has held AGMs and informal sharehold-ers’ meeting in the past).

MALTESE LAW

(3) The registration date.(4) Information on how to access the complete

proposals. (5) Web-site address where to download relevant

documents

Where the annual general meeting is called to trans-act ordinary business, the notice need not specify what the business to be transacted consists of. If the meeting is convened to pass an extraordinary resolution, the notice must say so, and the proposed resolution must be set out verbatim (Art 145 in the Maltese Act). UIE has in the past included the information required by the Danish Act in its notices of general meetings.

All the shareholders have the right to receive notice, to attend and vote at general meetings. Further-more, each shareholder has the right to appoint a proxy, to attend and vote on his behalf (Art 133 in the Maltese Act) either by a written notification or by Electronic means.

Any appointed proxy has the same right as the member to speak at the meeting and to demand a poll.

Legally a shareholder does not have a right to have an advisor attend with him. Such non-shareholder Invitees are only allowed if permitted by the Chair-man.

During the Annual General Meeting, the share-holders present will have the right to put forward any questions which they may have in relation to the items on the agenda, directors’ report and the financial statements. The shareholders can also question the directors on the company’s business and financial performance.

The AoA Malta specifies the right of shareholders to ask questions under clause 32.

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DANISH LAW

All shareholders have the right to require that a specific item is put on the agenda provided the request is made in due time, cf. § 90 in the Danish Act.

Changes in the Articles of association require a shareholder decision with 2/3 majority, cf. § 106 in the Danish Act. Some decisions may, however, only be adopted with 9/ 10 majority, cf. § 107 in the Danish Act.

MATTER

Decisions at the general meeting of shareholders

Changes in the Articles of Association

BAHAMIAN LAW


According to the IBC Act Sect. 18, chang-es in the AoA may be carried out by a decision of the shareholders or (if this is permitted by the AoA) by a resolution of directors. Simple majority is sufficient unless otherwise required in the AoA.

The AoA Bahamas Art. 32 specifies that any amendment of the AoA requires a 2/3 majority at a general meeting.


Similar position under the AoA Malta as in Denmark.

Maltese position requires a 75% majority, whereas Danish law and AoA Bahamas re-quires only 2/3 majority.

MALTESE LAW

Pursuant to the AoA Malta article 22, any sharehold-er can request to include items on the agenda and table draft resolutions for items included. The re-quest shall be submitted to the Issuer in hard copy at least forty six (46) days before the date set for the general meeting.

The Maltese Listing Rules contain a similar right for shareholders holding at least 5 % of the voting issued share capital.

Any changes to the Memorandum or Articles of As-sociation can only be made by means of an extraor-dinary resolution. Such a resolution needs to attain 2 thresholds; (1) 75% of members having the right to attend and vote and who are actually represented and entitled to vote at the meeting; and (2) at least 51% in nominal value of all the shares entitled to vote at the meeting.

The AoA Malta Art. 26 specifies that any amendment of the AoA requires an extraordinary resolution at a general meeting.

Shareholders’ rights to participate and vote at general meetings are based on the possession of shares as of the registration date (one week prior to the meeting).

Relevant date The date notice is given of a meeting is the record date for determining voting rights, cf. the IBC Act Sect. 63 and the AoA Bahamas Art. 35.

In Denmark, it is 7 days before the general meeting.

In Bahamas, the date may be fixed by the directors or in the AoA.

In Malta, it is 30 days before the general meeting.

Any shareholder listed as such on the Record date (being 30 days preceding the date of the GM) has a right to attend and vote at the meeting (Listing Rule 12.17).

Any change to an entry on the shareholders’ register after the record date shall be disregarded in deter-mining the right of any person to attend and vote.

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DANISH LAW

Board members are elected at the general meeting; however, the articles of associ-ation may grant third parties the right to nominate a minority of the board mem-bers, cf. § 120 in the Danish Act.

Directors may resign at any time, cf. § 121 in the Danish Act.

A majority of the Board of directors may not require a director to resign.

MATTER

Appointment and removal of directors of the Board

BAHAMIAN LAW

According to the IBC Act Sect. 42 and the AoA Bahamas Art. 56, board members are elected at the general meeting for such term as the shareholders may determine; however, the board of directors may also elect additional directors up to the maxi-mum of 12 directors specified in the AoA Bahamas Art. 48. Directors may resign at any time, and each director holds office until his successor takes office or until his earlier death, resignation or removal cf. the IBC Act Sect. 42 and the AoA Bahamas Art. 53.

A majority of the shareholders or a major-ity of the Board of directors may require a director to resign, cf. the IBC Act Sect. 42 and the AoA Bahamas Art. 42 and 53.


The Maltese position on the appointment and removal of Directors is similar to the Dan-ish and Bahamian law.

MALTESE LAW

Board members are elected at the general meeting and shall hold office until replaced at a subsequent general meeting. Directors may resign at any time, and each director holds office until his successor takes office or until his earlier death, resignation or removal cf. the AoA Malta Art. 52.

A director vacates office in case of the expiration of period of office, disqualification resignations, death, removal.

A director may be removed before the expiration of his period of office by a resolution taken at a general meeting passed by more than 50%. (Art 140 in the Maltese Act).

A majority of the shareholders or a majority of the Board of directors may require a director to resign, cf. the AoA Malta Art. 52.

Unlawful decisions may be contested by a law suit within 3 months, cf. § 109 in the Danish Act.

In relation to some of the decisions which may only be adopted with 9/ 10 majority, a dissenting shareholder may also require his shares to be redeemed if such demand is made within four (4) weeks, cf. § 110 in the Danish Act.

Right to con-test decision

In some situations, dissenting sharehold-ers have the right to receive fair value of their shares, cf. below re. mergers and other similar transactions.

Maltese law provides a right to contest decisions which resembles the rights under Danish law.

Maltese law provides for additional protection for minorities in relation to the right to appoint one of more investigators.

Any member has the right to request the court for relief under the Unfair Prejudice Remedy, where he believes that the affairs, acts or omissions of the company has or may be likely to be oppressive, unfairly discriminatory against, or unfairly prejudi-cial to a member/s or contrary to the interests of members as a whole (Art 402 in the Maltese Act).

A qualified minority (ie. at least two hundred mem-bers or members holding at least one-tenth of the issued share capital) or the company itself has fur-ther the right to apply the Registrar of Companies for an investigation into the affairs of the company by appointing one or more inspectors (Art 404 in the Maltese Act).

Similarly, an investigation can also be made to determine the true persons who are or have been financially interested in the success or failure of the company or able to control or materially influence its policy (Art 414 in the Maltese Act).

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Shareholders have pre-emption rights un-less otherwise decided by 2/ 3 majority.

Pre-emption rights in relation to issue of new shares

Shareholders have pre-emption rights un-less otherwise decided by simple majority, cf. the AoA Bahamas Art. 13. The directors may, within a 12 months’ period increase the issued capital by up to 10 %. Where the subscription price is equal to, or above, the market price, such subscription may be carried out without any pre-emp-tive rights for existing shareholders, cf. the AoA Bahamas Art. 12.

Under all three jurisdictions, shareholders generally have pre-emption rights. The ex-emptions to this right are dif-ferent in the three countries.

Shareholders have pre-emption rights except in the following situations:

1) In respect of a particular allotment by an ex-traordinary resolution of the general meeting, in which case the Board of Directors needs to submit a written report indicating the reasons for restriction or withdrawal of the right of pre-emption and justifying the proposed issued price.

2) Where the company authorises the Board of Directors to increase the issued share capital of the Company up to the Authorised share capital (Art 88 in the Maltese Act). Pursuant to the AoA Malta article 14, the Directors are only author-ised to issue shares up to 10 % of the issued share capital of the Company.

DANISH LAW

If a shareholder owns more than 9/ 10 of the shares, the majority shareholder may require the minority shareholders to redeem their shares, cf. the Act § 70 in the Danish Act.The minority shareholders may also re-quire the majority shareholder to redeem their shares, cf. § 73 in the Danish Act.

Shareholders holding 1/10 of the shares may demand that an extra auditor is ap-pointed, cf. § 144 in the Danish Act.

MATTER

Mandatory redemption of shares

Right to demand an extra auditor

BAHAMIAN LAW

One or more shareholders owning more than 9/ 10 of the shares after a merger or consolidation may require the company to redeem the minority shareholders’ shares, cf. the IBC Act Sect. 81.

The minority shareholders do not have the right to require a redemption of their shares, cf. however below regarding “mergers and other similar transactions”.

Minority shareholders do not have the right to demand that an extra auditor is appointed.


According to Maltese law there is no mandatory redemption of share as in Danish and Bahamian law.

However, the amended AoA provide the possibility of a mandatory redemption of shares.

Maltese position is similar to the Bahamian position. Danish law allows an extra auditor to be appointed by the minority shareholders. Maltese law grants protection to such minority shareholders through the unfair prejudice remedy.

MALTESE LAW

In so far as ordinary shares, in terms of Maltese Company law there is no mandatory redemption of shares.

However, preference shares may be redeemed in accordance with Art 115 of the Maltese Act.

However, according to the AoA Malta Art 12. If a shareholder owns more than 9/ 10 of the shares, the majority shareholder may require the minority shareholders to redeem their shares. The minority shareholders may also require the majority share-holder to redeem their shares.

Minority shareholders do not have a specific right to demand that an extra auditor is appointed.

Where no auditor is appointed/ reappointed, each member of the company may request the court to fill in the vacancy.

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DANISH LAW

A shareholder may not participate in decisions regarding law suits against the shareholder or regarding the shareholder’s liability vis-à-vis the company, cf. § 86 in the Danish Act.

MATTER

Conflicts of Interest

BAHAMIAN LAW

A shareholder may participate in decisions regarding agreements or transactions between the company and one or more of its directors or liquidators, or any person in which any director or liquidator has a financial interest or to whom any director or liquidator is related, including as a director or liquidator of that other person, if the material facts of the interest are disclosed in good faith, cf. the IBC Act Sect. 57.

The IBC Act and the AoA Bahamas are si-lent on the issue of whether a shareholder may participate in decisions regarding law suits against the shareholder or regard-ing the shareholder’s liability vis-à-vis the company.


Malta position similar to Baha-mian position.

MALTESE LAW

The Maltese Act and the AoA Malta are silent on this matter hence shareholders are not limited in which resolutions they can vote on during a General Meeting.

Shareholders holding 25% of the shares may demand that a special auditor (“granskningsmand”) is appointed to investigate specific matters, provided the Court finds that the request has sufficient justification, cf. §150 in the Danish Act.

Right to demand a special audit

Minority shareholders do not have the right to demand that a special auditor is appointed.

Maltese position same as Bahamas in that Maltese law does not provide for the concept of a ‘special auditor’ and hence does not provide the shareholders the right to appoint one.

The shareholders do not have the right to demand that a special auditor is appointed.

The general meeting may decide to sus-pend certain rights of the shareholders in case of a takeover bid, cf. § 340 in the Danish Act.

If the general meeting decides to suspend such rights, shareholders will be entitled to compensation, cf. § 344 in the Danish Act.

Public takeo-vers


Maltese law similar to Baha- mian law.

The Maltese Act and the AoA Malta are silent on this issue.

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Shareholders of a company which ceases to exist by a merger or which is subject to a company split may require compensa-tion if the remuneration is insufficient, cf. §§ 249, 267, 285, 305 in the Danish Act.In connection with a crossborder merger etc., the shareholders may alternatively require to be redeemed, cf. §§ 286, 306, 318k in the Danish Act.

Mergers and other similar transactions

In case of an “arrangement” of the compa-ny (reorganisation, reconstruction, separa-tion of two or more businesses or a com-bination thereof), the company shall make an application to the court for approval of the proposed arrangement. The court may in that connection decide whether a shareholder may dissent and receive pay-ment of the fair value of his shares, direct amendments to the arrangement or reject the plan, cf. the IBC Act Sect. 82.

Pursuant to the IBC Act Sect. 83, a dissent-ing shareholder is entitled to payment of the fair value of his shares upon dissent-ing from

(1) A merger,(2) A consolidation,(3) Any sale, transfer, lease, exchange or

other disposition of more than 50% of the assets or business of the compa-ny.

Under Maltese law, there is no concept of remuneration or redemption of shares. However, Maltese law provides a mechanism for the approval of shareholders of the acquir-ing company/ies.

A merger has to be approved by an extraordinary resolution of each of the amalgamating companies (Art 343 in the Maltese Act).

Shareholders of the acquiring company holding at least five percent of the issued share capital of the company entitled to vote have the right to require that a general meeting of the acquiring company be called to decide whether to approve the amalgama-tion.

On request, each of the companies will be required to redeem the shares held by the dissenting mem-bers.

Each member has the right to inspect documents of each amalgamating company including subject to exemptions.

Qualified minority shareholders of acquiring com-pany may require a general meeting to approve acquisition of one company by another which holds 90% or more, but not all of its shares. Same applies to approve the acquisition of a wholly owned sub-sidiary.

DANISH LAW

The Danish Act is silent on the procedure to be undertaken in case of a transfer of significant assets.

MATTER

Transfer of significant assets

BAHAMIAN LAW

A transfer of more than 50% of theassets must be approved by both the Board of directors and the shareholders. Even shareholders who are not entitled to vote must be called to the general meet-ing, cf. the IBC Act Sect. 80. Furthermore, the court may decide that a dissenting shareholder has the right to receive fair value of his shares, cf. above re. mergers and other similar transactions.


Maltese law is similar to Dan-ish law.

MALTESE LAW

The Maltese Act is silent on this matter.

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APPENDIX 3

LETTER FROM BECH-BRUUN REGARDING TAXATION OF DANISH SHAREHOLDERS





Bech-Bruun

Copenhagen 18 November 2019

Our ref 906140-0042 thf/buus/ttr Doc.No. 22293093.1

United International Enterprises Limited

Migration from the Bahamas to Malta - Taxation of Danish Shareholders

1. Introduction

The following describes the Danish tax consequences for the Danish shareholders of United International Enterprises Limited (in the following referred to as either 'UIE' or 'the Company') of a corporate migration which entails the relocation of the Company's current domicile from the Bahamas to Malta.

2. Danish tax consequences

First, we describe any Danish tax consequences triggered by the migration of UIE from the Bahamas to Malta.

Secondly, we describe the future Danish tax consequences for the Danish shareholders of holding, receiving dividend income on, or disposing of their shares in UIE after the migration has been implemented.

2.1 Danish tax consequences of the migration

The migration of UIE from the Bahamas to Malta does not in itself trigger any Danish tax consequences for the shareholders, i.e. the migration does not constitute a disposal of the shares for Danish tax purposes.

2.2 Danish tax consequences for the Danish shareholders after the migration has been implemented

The following is a general description of the tax consequences for various types of Danish shareholders, i.e. individual shareholders, corporate shareholders, life insurance companies and pension funds, investment companies and investment institutes with minimum taxation.

Investors should consult their own tax advisors for a more specific description of the tax consequences of holding shares in UIE.

Copenhagen Denmark · Aarhus Denmark· Shanghai China · New York USA T +45 72 27 00 00 · E [email protected] · Law Firm P/S · CVR-No. 38538071 · www.bechbruun.com

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2.2.1 Individual shareholders

Dividends received from UIE after the migration as well as capital gains and losses derived from the disposal of the shares by Danish individual shareholders must be included in the individual's share income.

Share income up to a base amount of DKK 54,000 (2019) is subject to taxation with a tax rate of 27% while share income exceeding the base amount is subject to a tax rate of 42%. A double base amount applies for spouses.

We have been informed by Avanzia Taxand, that under existing Maltese tax law, Malta does not impose any withholding tax on dividends or capital gains.

2.2.2 Corporate shareholders

Dividends received from UIE after the migration as well as capital gains and losses on the shares will be fully taxable for a Danish corporate shareholder (applying a "mark-to-market principle") if the shareholder controls less than 10% of the share capital of UIE.

If the shareholder controls 10% or more of the share capital (or is or could be jointly taxed with UIE), dividends and capital gains will be tax exempt.


2.2.3 Danish Life Insurance Companies, labor market related life insurance companies and Pension funds ("PAL-Shareholders")

Dividends received from UIE after the migration as well as capital gains and losses derived from the disposal of the shares by Danish PAL-Shareholders are subject to the Danish PAL-tax.

Accordingly, a Danish PAL-Shareholder is subject to the so-called PAL-tax at a tax rate of 15.3%. The PAL tax base is calculated using a mark-to-market principle. As a main rule all income and all gains are taxable, and all losses are fully deductible for Danish PAL-Shareholders.


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2.2.4 Investment Companies and Investment Institutes with minimum taxation

Dividends received from UIE after the migration as well as capital gains and losses derived from the disposal of the shares by Investment Companies and IMBs are tax exempt in Denmark for such Investment Company or 1MB.

Accordingly, Danish Investment Companies that are (i) UCITS, (ii) are solely investing in securities (including shares) and are required to redeem shares at request or (iii) that have 8 or more investors and invest more than 85% of their assets in securities (including shares), are exempt from taxation.

Investment Companies that solely invest in securities and issue transferable shares can elect to be treated as "Investment Companies subject to Minimum Taxation" (Danish abbreviation "IMB"). Those IMBs are also not subject to taxation on their income on the UIE shares.

The investors in the Danish Investment Company or 1MB are themselves subject to Danish tax on the investment but these tax consequences are not described here.

We have been informed by Avanzia Taxand, that under existing Maltese tax law, Malta does not impose any withholding tax on dividends and/or capital gains.

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