Projet de statuts coordonnes








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KSG Agro S.A.

Société anonyme

17, rue des Jardiniers L-1835 Luxembourg

R.C.S Luxembourg B 156.864

PROJET DE STATUTS COORDONNES


à la date du 30 mars 2012
DRAFT UPDATED ARTICLES OF ASSOCIATION

AS AT March 30, 2012
Art. 1. Name.

1.1 There is hereby established a company in the form of a société anonyme under the name of "KSG Agro S.A." (hereinafter the "Company").

1.2 The Company may have one shareholder or several shareholders. For so long as the Company has a Sole Shareholder, the Company may be managed by a Sole Director only who does not need to be a shareholder of the Company.

Art. 2. Registered Office.

2.1 The registered office of the Company is established in the City of Luxembourg, Grand Duchy of Luxembourg.

2.2 If the Board of Directors or, as the case may be the Sole Director, determines that extraordinary political, economic, social or military events have occurred or are imminent which would render impossible the normal activities of the Company at its registered office or the communication between such registered office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such provisional measures shall have no effect on the nationality of the Company which, notwithstanding such temporary transfer, shall remain a Luxembourg company.

Art. 3. Duration.

3.1 The Company is established for an unlimited period of time.

Art. 4. Object.

4.1. The purpose of the Company shall be the acquisition of ownership interests, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever, the management of such ownerships as well as any management services. The Company may in particular acquire by way of subscription, purchase and exchange or in any other manner any stock, shares and securities of whatever nature, including bonds, debentures, certificates of deposit and other debt instruments and more generally any securities and financial instruments issued by any public or private entity whatsoever. It may participate in the creation, development and control of any company or enterprise. It may further invest in the acquisition and management of a portfolio of patents and other intellectual property rights.

4.2. The Company may borrow in any way form. It may issue notes, bonds and debentures and any kind of debt or other equity securities. The Company may lend funds, including the proceeds of any borrowings and/or issues of debt securities to its subsidiaries, affiliated companies or to any other companies which form part of the same group of companies as the Company. It may also give guarantees and grant security interests in favor of third parties to secure its obligations or the obligations of its subsidiaries, affiliated companies or any other companies, which form part of the same group of companies as the Company.

4.3. The Company may further mortgage, pledge, hypothecate, transfer or otherwise encumber all or some of its assets. The Company may generally employ any techniques and utilize any instruments relating to its investments for the purpose of their efficient management, including techniques and instruments designed to protect the Company against credit risk, currency fluctuations risk, interest rate fluctuation risk and other risks.

4.4. The Company may carry out any commercial, financial or industrial operations and any transactions with respect to real estate, movable property, corporate rights, intellectual property rights and any other type of property, which may be or are conducive to the above-mentioned paragraphs of this Article.

Art. 5. Share Capital.

5.1 The Company’s subscribed share capital amounts to one hundred forty-nine thousand two hundred fifty-five United States Dollars (USD 149,255) represented by fourteen million nine hundred twenty-five thousand five hundred (14,925,500) shares having a nominal value of one Cent (USD 0.01) each (the “Shares”).

5.2 The subscribed share capital of the Company may at any time be increased or reduced by a resolution of the General Meeting of Shareholders adopted in the manner required for amendment of these Articles of Association, subject to the mandatory provisions of the law of 10 August 1915, on commercial companies, as amended.

5.3 The authorized capital of the Company is set at one hundred fifty thousand seven hundred forty-five United States Dollars (USD 150,745) represented by fifteen million seventy-four thousand five hundred (15,074,500) shares with a nominal value of one Cent (USD 0.01).

5.4 The Board of Directors or the Sole Director is authorized, during a period expiring 5 (five) years alter the publication of the present authorisation in the Mémorial C, Recueil des Sociétés et Associations, to increase in one or several times the share capital within the limits of the authorized capital.

5.5 Such increased amount of capital may be subscribed for and issued against payment in cash or contribution in kind by observing the then applicable legal requirements or allocation of all free reserves and retained profits that can be allocated into the share capital, in each case with or without issue premium as the Board of Directors or the Sole Director may from time to time determine.

5.6 The Board of Directors or the Sole Director shall be entitled to limit or suppress the preferential right of subscription granted to each shareholder pro rata its/his/her shareholding when the Board of Directors or the Sole Director increases the share capital.

5.7 The Board of Directors or the Sole Director may delegate to any authorized director or officer of the Company or to any other duly authorized person, the duties of accepting subscriptions and receiving payment for the shares representing part or all of such increased amount of share capital.

5.8 Upon each increase of the share capital of the Company by the Board of Directors or the Sole Director within the limits of the authorized capital, the first paragraph of article five (5) of the Articles of Association shall be amended accordingly and the Board of Directors or the Sole Director shall take or authorize any person to take any necessary steps for the purpose of obtaining execution and publication of such amendment.

Art. 6. Acquisition of own Shares.

6.1 The Company may acquire its own Shares to the extent permitted by law.

6.2 To the extent permitted by Luxembourg law, the Board of Directors or as the case may be the Sole Director, is irrevocably authorized and empowered to take any and all steps to execute any and all documents and to do and perform any and all acts for and in the name and on behalf of the Company which may be necessary or advisable in order to effectuate the acquisition of the Shares and the accomplishment and completion of all related action.

Art. 7. Form of Shares.

7.1 All the Shares of the Company shall be issued in registered or bearer form.

7.2 Bearer share certificates shall be established in accordance with the provisions of Luxembourg law. A bearer share certificate may represent one or more or even all Shares issued.

7.3 The issued registered Shares shall be entered in the register of Shares which shall be kept by the Company or by one or more persons designated by the Company, and such registry shall contain the name of each owner of Shares, the Shareholders’ address, the number and type of Shares held by a Shareholder, any transfer of Shares and the dates thereof.

7.4 The inscription of the Shareholder's name on the register of Shares evidences its right of ownership for registered Shares. A certificate shall be delivered upon request by the Shareholder.

7.5 Any transfer of registered Shares shall be recorded in the register of Shares by delivery to the Company of an instrument of transfer satisfactory to the Company, or by a written declaration of transfer to be inscribed in the register of Shares, dated and signed by the transferor and transferee, or by persons holding suitable powers of attorney to act accordingly and, together with the delivery of the relevant certificate duly endorsed to the transferee, if issued.

7.6 Shares held through a securities settlement system or a depository or sub-depository may be transferred in accordance with customary procedures for the transfer of securities in book-entry form.

7.7 The Shareholders shall provide the Company with an address to which notices and announcements should be sent. Such address will also be entered into the register of Shares.

7.8 In the event that a Shareholder does not provide an address, the Company may permit a notice to that effect to be entered into the register of Shares and the Shareholder's address will be deemed to be at the registered office of the Company or at such other address as may be so entered into the register of Shares by the Company from time to time, until another address shall be provided to the Company by such Shareholder. A Shareholder may, at any time, change his address as entered into the register of Shares by means of a written notification to the Company at its registered office or at such other address as may be determined by the Company from time to time.

7.9 The Company recognizes only one single owner per Share. If one or more Shares are jointly owned or if the title of ownership to such Share(s) is divided, split or disputed, all persons claiming a right to such Share(s) have to appoint one single attorney to represent such Share(s) towards the Company. The failure to appoint such attorney implies a suspension of all rights attached to such Share(s).

7.10 Any Shareholder, company or individual, who acquires or sells Shares, including certificates representing Shares of the Company, shall notify to the Company the percentage of the voting rights he/she/it will own pursuant to such acquisition or sale, in case such percentage reaches the thresholds of 5%, 10%, 15%, 20%, 33 1/3%, 50% and 66 2/3% or supersedes or falls under such thresholds. The Shareholders shall also notify the Company should the percentage of their respective voting rights reach the above mentioned thresholds or supersede them or fall under such thresholds pursuant to certain events amending the voting rights repartition of the Company.

Those notification requirements apply also to certain situations as listed by article 9 of the law of 11 January 2008 on transparency obligations with respect to the information of companies which securities are listed on a regulated market.

The notification of the Company is realized as soon as possible and at least within the period of four (4) listing days, starting on the listing day following the date on which the Shareholder (i) acknowledges the acquisition, the transfer or the sale of the Shares or the possibility to exercise the voting rights attached to such Shares, or should have been informed, according to the circumstances, irrespective of the date of the acquisition, the transfer or the sale or the possibility to exercise the voting rights attached to such Shares, or (ii) is informed of the event which amends the repartition of the voting rights. So long as the new participation has not been notified to the Company, the exercise of the voting rights attached to such Shares exceeding the relevant threshold will be suspended.

7.11 The Company or the person or persons designated by the Company to keep the register of Shares as set forth in this Article 7 shall not enter in the register of Shares any transfers made in contravention of the provisions, or without due observance of the conditions provided for, in Article 8.

Art. 8. Board of Directors.

8.1 For so long as the Company has a Sole Shareholder, the Company may be managed by a Sole Director only. Where the Company has more than one Shareholder, the Company shall be managed by a board of directors ("Board of Directors") consisting of a minimum of three (3) directors (the "Directors").

8.2 The number of Directors and their remuneration by the Company, if any, are fixed by the General Meeting of Shareholders.

8.3 The General Meeting of Shareholders may decide to appoint Directors of two (2) different classes, being class A Director(s) and class B Director(s). Any such classification of Directors shall be duly recorded in the minutes of the relevant meeting and the Directors be identified with respect to the class they belong.

8.4 The Directors are to be appointed by the General Meeting of Shareholders for a period not exceeding six (6) years and until their successors are elected.

8.5 Decision to suspend or dismiss a Director must be adopted by the General Meeting of Shareholders with a majority of more than one-half (1/2) of all voting rights present or represented.

8.6. When a legal person is appointed as a Director of the Company, the legal entity must designate a permanent representative (représentant permanent) in accordance with article 51bis of the law of 10 August 1915 on commercial companies, as amended.

Art. 9. Meetings of the Board of Directors.

9.1 The Board of Directors shall appoint from among its members a chairman (the "Chairman") at majority for a term of six (6) years, and may choose among its members one or more vice-chairmen. The Board of Directors may also choose a secretary (the "Secretary"), who need not be a Director and who may be instructed to keep the minutes of the meetings of the Board of Directors as well as to carry out such administrative and other duties as directed from time to time by the Board of Directors.

9.2 The Board of Directors shall meet upon call by the Chairman, or any two (2) Directors, at the place and time indicated in the notice of meeting, the person(s) convening the meeting setting the agenda. Written notice of any meeting of the Board of Directors shall be given to all Directors at least five (5) calendar days in advance of the hour set for such meeting, except in circumstances of emergency where twenty-four (24) hours prior notice shall suffice which shall duly set out the reason for the urgency. This notice may be waived, either prospectively or retrospectively, by the consent in writing or by telegram or telex or telefax or e-mail of each Director. Separate notice shall not be required for meetings held at times and places described in a schedule previously adopted by resolution of the Board of Directors. Without prejudice of Articles 9.6 and 9.7, meetings of the Board of Directors shall be held in the European Union.

9.3 Any Director may act at any meeting of the Board of Directors by appointing in writing or by telegram, telefax, telex or e-mail another Director as his proxy. A Director may not represent more than one of his colleagues.

9.4 The Board of Directors may act validly and validly adopt resolutions only if at least a majority of the Directors are present or represented at a meeting of the Board of Directors. In the event however the General Meeting of Shareholders has appointed different classes of Directors (namely class A Directors and class B Directors) any resolutions of the Board of Directors may only be validly taken if approved by the majority of Directors including at least one class A and one class B Director (which may be represented). If a quorum is not obtained, the Directors present may adjourn the meeting to a venue and at a time no later than five (5) calendar days after a notice of the adjourned meeting is given.

9.5 The Directors may participate in a meeting of the Board of Directors by conference call or similar means of communications equipment whereby all persons participating in the meeting can hear each other, and participating in a meeting by such means shall constitute presence in person at such meeting.

9.6 Notwithstanding the foregoing, a resolution of the Board of Directors may also be passed by unanimous consent in writing which may consist of one or several documents containing the resolutions and signed by each and every Director. The date of such a resolution shall be the date of the last signature.

9.7 The resolutions passed by the Sole Director shall be vested with the same authority as the resolutions passed by the Board of Directors and are documented by written minutes signed by the Sole Director.
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