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LOOSE TRANSLATION FOR

INFORMATION PURPOSES ONLY


Draft subject to changes

ARTICLES OF ASSOCIATION OF THE COMPANY


[CORPORATE NAME], S.L.
CHAPTER I
Name, object, registered office and duration.
ARTICLE 1

Under the name of [CORPORATE NAME], S.L., a limited


liability company is incorporated which shall be governed by
these Articles of Association and by the applicable legislation.

ARTICLE 2

The purpose of the company consists of [purpose of the


company].

ARTICLE 3

Those activities subject to any kind of authorization, license or


administrative permit required by Law which are not met by the
company are excluded from its corporate purpose.
Likewise, if the performance of an activity is subject to a
professional degree, administrative authorization or to the
registration with a Public Registry, as required by Law, such
activities must be conducted by means of an individual holding
the required professional degree and, as the case may be, no
activities may be initiated until all administrative or legal
requirements have been fulfilled.

ARTICLE 4

The activities that constitute the corporate purpose of the


company may be carried out, totally or partially, by the
company as stated in the applicable laws and, in particular, by
holding shares in other companies with similar or identical
corporate purpose.

ARTICLE 5

The companys registered office is located in [Avenida


Diagonal, number 654, escalera A, 6 planta, Barcelona
(08034)], where its legal representation will be set up.
The registered office of the company may be moved within the
same municipal term by resolution passed by the managing
body. Similarly, branches, agencies or offices that may be
necessary for carrying out the companys business and
corporate purpose may be incorporated, closed or changed, both
in Spain and abroad.

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ARTICLE 6

The company is incorporated for an indefinite duration,


initiating its operations on the date the deed of incorporation is
executed. The company may be dissolved at any time in
accordance with these Articles of Association and the applicable
Laws.
CHAPTER II
Capital and shares

ARTICLE 7

The share capital of the company is Euro THREE THOUSAND


( 3,000), divided into 3,000 shares, with a face value of Euro
ONE ( 1) each, indivisible and cumulative, fully subscribed
and paid-up and correlatively numbered from 1 to 3,000, both
inclusive.

ARTICLE 8

The shares are subject to the regime set forth in the Law.
Transfers of shares and the creation of pledges over such shares
must be stated in a public document.
The creation of other in rem rights over the shares different
from the ones referred to in the preceding paragraph must be
documented in a public deed.
Rights against the company may be exercised as from the
moment the company is notified of the relevant transfer or of
the creation of the lien.
The company shall keep a Shareholders Registry Book to which
any shareholder is entitled to access and in respect of which any
shareholder is entitled to obtain a certificate of his rights
registered in his name.

ARTICLE 9

The transfer of shares is governed by the provisions stated in


the applicable laws to limited liability companies.
Consequently, voluntary transmission of shares inter vivos
between the shareholders or in favour of the spouse, parents or
children of the shareholder, or in favour of companies
belonging to the same group as the transferor, understanding
group in the terms of article 42 of the Code of Commerce,
will be free, as well as mortis causa transmissions.

Draft subject to changes


Barcelona, 26/02/2014

ARTICLE 10

The co-ownership and pledges over the shares will be regulated


by the provisions of the applicable laws to limited liability
companies.
In the event of usufruct of shares, the status of shareholder shall
remain with the bare legal owner, although the beneficiary shall
have, in any case, the right to the dividends declared by the
company during the term in which the usufruct is in force.
CHAPTER III
Government and management of the company

ARTICLE 11

The corporate bodies of the company are the General


Shareholders Meeting and the management body and, for those
matters not regulated herein, the provisions of the relevant laws
that regulate the limited liability companies shall apply.
SECTION I
General Shareholders Meeting

ARTICLE 12

The shareholders attending the General Shareholders Meeting


shall approve, by the majority set forth by Law, on matters that
are competence of the General Shareholders Meeting.

ARTICLE 13

The General Shareholders Meeting shall be called by the


companys directors or liquidators, as the case may be, by
individual written notice sent to all the shareholders at the
addresses shown in the Shareholders Registry Book, by
registered email with acknowledgement of receipt at least,
within fifteen (15) days in advance as from the date in which
the General Meeting is convened.

ARTICLE 14

All shareholders are entitled to attend the General Shareholders


Meeting in person or represented by proxy. The representative
does not need to be a shareholder. The proxy shall be for all the
shares owned by the represented shareholder, shall be granted in
writing and, unless it is stated in a public document, shall be
special for each General Meeting.

ARTICLE 15

A General Shareholders Meeting shall be held, at least, once a


year, within the first six (6) months of each financial year in

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Barcelona, 26/02/2014

order to examine the companys management, approve, as the


case may be, the Annual Accounts and resolve on the allocation
of the results of the relevant financial year.

SECTION II
Managing body
ARTICLE 16

ARTICLE 17

The company, as determined by the General Shareholders


Meeting, shall be managed by:
(a)

A sole director.

(b)

Various joint and several directors, with a minimum of


two (2) and a maximum of five (5).

(c)

Two (2) joint directors.

(d)

A Board of Directors, made up of a minimum of three (3)


and a maximum of twelve (12) members.

The company shall be represented in court and out of court by


the management body, subject to the following rules according
to the management structure of the company from time to time:
(a)

By the sole director.

(b)

By each of the joint and several directors.

(c)

By the two (2) joint directors acting jointly.

(d)

By the Board of Directors as a collegiate body.

Therefore, the management body may, subject to the rules


governing the relevant management structure, carry out any act
included in the companys corporate purpose as well as exercise
all the powers that are not expressly attributed to the General
Meeting by Law or by these Articles of Association.
ARTICLE 18

It is not necessary to be a shareholder for the purposes of being


appointed as a director of the company.

ARTICLE 19

The position of director shall be held for an indefinite term,


without prejudice of the director being removed at any time by

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a resolution of the General Shareholders Meeting, even though


the removal is not included on the agenda of the meeting.
ARTICLE 20

[Option A: The office of director shall not be remunerated/


Option B: The position of director is remunerated, which shall
consist on a fix annual amount that shall be determined by the
General Shareholders for each director, based on the
dedication to the company].

ARTICLE 21

The Board of Directors, if any, will consist of a minimum of


three (3) and a maximum of twelve (12) members.
The Board of Directors shall be validly held when half plus one
of the members of the Board are in attendance, either in person
or represented by proxy.
The director who will not personally attend a meeting may be
represented in it by another director by proxy granted in writing
and authorized with his signature addressed to the Chairman.
Except for those resolutions for which the Law requires
reinforced majorities, resolutions shall be passed by absolute
majority of the members attending the meeting, which must be
called by the Chairman. Writing vote proceedings shall be valid
if no director objects to this procedure. In the event of a tie, the
Chairman of the Board will have the casting vote.
The Board shall meet when it is necessary in light of the
companys interests, whenever it is decided by the Chairman,
either on his own initiative or at the request of the Board
members and, in any case, the Board shall be held within the
third first months following the end of the relevant financial
year to draft the Annual Accounts corresponding to such
financial year.
The notice of the Board shall be carried out by letter or email
addressed to each and every one of its components, with a 48hour notice.
The Board of Directors shall appoint among its members, a
Chairman and, as the case may be, a Vice-President as well as a
Secretary and, as the case may be, a Vice-Secretary.
The Secretary and the Vice-Secretary may be member or nonmember of the Board and, in this latter case, they will have
opinion but not voting rights in Board meetings.

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Furthermore, the Board may appoint among its members an


Executive Committee or one or more Managing Directors.

CHAPTER IV
Financial year
ARTICLE 22

The financial year shall commence on January 1st and end on


December 31st each year, except the first financial year which
will start at the date of the execution of the public deed of
incorporation.

ARTICLE 23

The profits of the relevant financial year will be distributed


pursuant to the rules determined by the General Shareholders
Meeting in accordance with the provisions stated in the
applicable Law.
CHAPTER V
Withdrawal and removal of shareholders

ARTICLE 24

Shareholders shall be entitled to withdraw from the company


and may be removed from the same by means of a resolution
passed by the General Shareholders Meeting, due to the reasons
and in the form set forth in the applicable laws to limited
liability companies.
CHAPTER VI
Dissolution and liquidation of the company

ARTICLE 25

The company shall be dissolved for any of the causes and in


accordance with the provisions stated in the applicable laws to
limited liability companies.

ARTICLE 26

Upon dissolution, directors shall become liquidators, unless the


General Shareholders Meeting designates other liquidators
when passing the relevant resolution to dissolve the company.
The liquidators shall hold their position for an indefinite term.

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After three (3) years have elapsed as from the initiation of the
liquidation process without the final liquidation balance sheet
having been submitted to the General Shareholders Meeting for
approval, any shareholder or third parties with a legitimate
interest may apply to the relevant Spanish Court in which the
company has its registered office, for the liquidators to be
removed in accordance with the provisions set forth by the Law.
ARTICLE 27

Each shareholder shall be entitled to a share in the proceeds of


liquidation in proportion to their stake in the companys share
capital.

ARTICLE 28

After the resolution to dissolve the company has been passed


and until payment of the proceeds of liquidation has not
commenced, the General Shareholders Meeting may decide to
reactivate the company, provided that the cause of dissolution is
not applicable and the net worth is not less than the share
capital.
Nevertheless, the company may not be reactivated in cases of
dissolution by the mere effect of the Law.
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