------------------------------------------------------------------- APNIC Document identity Title: APNIC Ltd memorandum of association Short title: memorandum-association Document ref: APNIC-047 Version: 001 Date of original publication: 1 June 1996 Date of this version: 1 June 1996 Review scheduled: n/a Obsoletes: n/a Status: Obsolete Comments: Obsoleted by APNIC-095 -------------------------------------------------------------------- APNIC, Ltd. Memorandum of Association Issued: June 1, 1996 Expires: N/A MEMORANDUM OF ASSOCIATION OF APNIC Ltd. (Incorporated under the International Business Companies Act, 1994) INDEX CLAUSE PAGES 1. Name 1 2. Registered Office 1 3. Registered Agents 1 4. General Objects and Powers 2 5. Exclusions 2 6. Share Capital 4 7. Service of Notice on holders of Bearer Shares 6 8. Transfer of Registered Shares 6 9. Amendment of Memorandum and Articles of Association 6 10. Definitions 7 REPUBLIC OF SEYCHELLES THE INTERNATIONAL BUSINESS COMPANIES ACT, 1994 (Act 24 of 1994) MEMORANDUM OF ASSOCIATION OF APNIC Ltd. (Incorporated under the International Business Companies Act, 1994) 1. NAME The name of the Company is APNIC Ltd. 2. REGISTERED OFFICE The Registered Office of the Company will be c/o Platinum Corporate Services (Seychelles) Limited, Revolution Avenue, P.O. Box 18, Mahe, Seychelles or such other place within Seychelles as the Company from time to time may determine by a resolution of directors. 3. REGISTERED AGENT The Registered Agent of the Company will be Platinum Corporate Services (Seychelles) Limited, Revolution Avenue, P.O. Box 18, Mahe, Seychelles, a company incorporated in Seychelles under the Companies Act, 1972, or such other qualified person in the Seychelles as the Company may from time to time by a resolution of directors determine and by the necessary amendment to this Memorandum of Association. 4. GENERAL OBJECTS AND POWERS 4.1 The objects for which the company is established are: 4.1.1 to be a non-profit corporation engaging in or performing all or any act, activity or function which are not prohibited by this Act or by any other law for the time being in force in Seychelles; 4.1.2 to borrow or raise money by the issue of debenture stock (perpetual or terminable) bonds, mortgages or any other securities founded or based upon all or any of the assets or property of the Company or without any such security and upon such terms as to priority or otherwise as the Company shall think fit; and 4.1.3 to do all such other things as are incidental to, or the company may think conducive to, the conduct, promotion or attainment of the objects of the Company including but not limited to delegating to any third party any of the functions or activities of the Company. 4.2 The Company shall have all such powers permitted by law for the time being in force in Seychelles, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the Company. 5. EXCLUSIONS 5. 1 The company may not: 5.1.1 carry on any activity in Seychelles; 5.1.2 own an interest in real property situate in the Seychelles other than a lease referred to in paragraph 5.2.5 of sub-clause 5.2; 5.1.3 carry on banking as defined in the Financial Institutions Act, 1984, or a trust business; 5.1.4 carry on business as an insurance or reinsurance company; or 5.1.5 carry on the business of providing the registered office for companies. 5.2 For the purposes of paragraph 5.1.1 of sub-clause 5.1 the Company shall not be treated as carrying on any activity in the Seychelles by reason only that: 5.2.1 it makes or maintains deposits with a person carrying on banking business within Seychelles; 5.2.2 it makes or maintains professional contact with auditors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisors or other similar persons carrying on business within Seychelles; 5.2.3 it prepares or maintains books and records within Seychelles; 5.2.4 it holds, within Seychelles, meetings of its directors or members; 5.2.5 it holds a lease of property for use as an office from which to communicate with members or where books and records of the Company are prepared or maintained; 5.2.6 it holds shares, debt obligations or other securities in a company incorporated under this Act or under the Companies Act 1972; 5.2.7 it holds bonds, treasury bills and other securities issued by the Government of Seychelles or the Central Bank of Seychelles; or 5.2.8 shares, debt obligations or other securities in the Company are owned by any person resident in the Seychelles or by any company incorporated under this Act or the Companies Act. 5.2.9 it owns or manages a vessel registered in the Republic under the Merchant Shipping Act, 1992. 6. SHARE CAPITAL 6.1 Currency Shares in the Company shall be issued in the currency of the United States of America. 6.2 Authorised Capital The authorised capital of the Company is United States Dollars FIVE THOUSAND (US$5,000.00). 6.3 Classes, Number and Par Value of Shares The authorised share capital of the Company is made up of one class of shares divided into five thousand (5,000) shares of US$1.00 par value each with one vote for each share or no par value as the case may be. 6.4 Designations, Powers and Qualifications of Shares 6.4.1 The designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the Company is authorised to issue shall be fixed by resolution of the directors, but the directors shall not allocate different rights as to voting, redemption or distributions on liquidation unless the Memorandum of Association shall have been amended to create separate classes of shares and all the aforesaid rights as to voting, dividends, redemptions and distributions shall be identical in each separate class. 6.4.2 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of the issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 6.5 Registered or Bearer Shares 6.5.1 The Company may issue all or part of its authorised capital either as registered shares or as shares to bearer as determined from time to time by a resolution of directors. 6.5.2 Shares issued as registered shares may be exchanged for shares issued to bearer. Shares issued to bearer may be exchanged for registered shares. 6.5.3 Notice to the holders of shares issued to bearer shall be sent by prepaid registered post addressed to the addressee to which the original bearer shares were despatched and notice to such address shall constitute proper service upon the bearer of such shares. 7. SERVICE OF NOTICE ON HOLDERS OF BEARER SHARES Where shares are issued to bearer, the bearer, identified for this purpose by the number of the share certificate shall be requested to provide the Company with the name, address and e-mail address, if any, of an agent for service of any notice, information or written statement required to be given to members, and service upon such agent shall constitute service upon the bearer of such shares until such time as a new name and address for service is provided to the Company. In the absence of such name, address and e-mail address, if any, being provided it shall be sufficient for the purposes of service for the Company to publish the notice, information or written statement in one or more newspapers published or circulated within the Seychelles and in such other place, if any, as the Company shall from time to time by a resolution of directors or a resolution of members determine. The directors of the Company must give sufficient notice of meetings to members holding shares issued to bearer to allow a reasonable opportunity to them to secure or exercise the right or privilege, other than the right or privilege to vote, that is the subject of the notice. What amounts to sufficient notice is a matter of fact to be determined after having regard to all circumstances. 8. TRANSFER OF REGISTERED SHARES Registered Shares in the Company may be transferred subject to the prior or subsequent approval of the company as evidenced by a resolution of directors or by a resolution of members. 9. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION The Company may amend its Memorandum of Association and Articles of Association by a resolution of members, or by a resolution of directors. 10. DEFINITIONS The meanings of words in this Memorandum of Association are as defined in the Articles of Association annexed hereto. I, DAVID R CONRAD, of c/o The United Nations University, 53-70 Jingumae 5-Chome, Shibuya-ku, Tokyo, 150 Japan, for the purposes of incorporating an International Business Company under the laws of Seychelles hereby subscribe my name to this Memorandum on this 30th day of April 1996 in the presence of the undersigned witness: _______________________________________ SIGNATURE OF SUBSCRIBER DAVID R CONRAD ________________________ SIGNATURE OF WITNESS NAME: ARTICLES OF ASSOCIATION OF APNIC Ltd. (Incorporated under the International Business Companies Act, 1994) INDEX CLAUSE PAGES 1. Interpretation 1 2. Registered Shares 3 3. Bearer Shares 4 4. Shares Authorised Capital and Capital 6 5. Transfer of Shares 9 6. Transmission of Shares 9 7. Reduction or Increase in Authorised Capital or Capital 10 8. Meetings and Consents of Members 11 9. Directors 15 10. Powers of Directors 15 11. Proceedings of Directors 17 12. Officers 19 13. Conflict of Interests 20 14. Indemnification 20 15. Seal 22 16. Dividends 22 17. Accounts 22 18. Audit 22 19. Notices 23 20. Pensions and Superannuation Funds 24 21. Arbitration 24 22. Voluntary Winding Up and Dissolution 24 23. Continuation 25 THE REPUBLIC OF SEYCHELLES THE INTERNATIONAL BUSINESS COMPANIES ACT, 1994,(Act 24 of 1994) ARTICLES OF ASSOCIATION OF APNIC Ltd. (Incorporated under the International Business Companies Act, 1994) 1. INTERPRETATION In these Articles, if not inconsistent with the subject or context, the words and expressions standing in the first column of the following table shall bear the meanings set opposite them respectively in the second column thereof. Expressions: Meanings: 1.1 "capital" The sum of the aggregate par value of all outstanding shares with par value of the Company and shares with par value held by the Company as treasury shares plus 1.1.1 the aggregate of the amounts designated as capital of all outstanding shares without par value of the Company and shares without par value held by the Company as treasury shares, and 1.1.2 the amounts as are from time to time transferred from surplus to capital by a resolution of directors. 1.2 "member" A person who holds shares in the Company. 1.3 "person" An individual, a corporation, a trust, the estate of a deceased individual, a partnership or an unincorporated association of persons. 1.4 "resolution of" 1.4.1 a resolution approved at a duly directors constituted meeting of directors the Company or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain where the meeting was called on proper notice or, if on short notice, if those directors not present have waived notice; or 1.4.2 a resolution consented to in writing by all directors or of all members of the committee, as the case may be. 1.5 "resolution of" 1.5.1 A resolution approved at a duly constituted meeting of the members members of the Company by the affirmative vote of:- 1.5.1.1 a simple majority of the votes which were present at the meeting and entitled to vote thereon and which voted and did not abstain; or 1.5.1.2 a simple majority of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and which voted and did not abstain and of a simple majority of the votes of the remaining shares which were present at the meeting and entitled to vote thereon which voted and did not abstain; or 1.5.2 A resolution consented to in writing by: 1.5.2.1 an absolute majority of the votes of all shares entitled to vote thereon; or 1.5.2.1 an absolute majority of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority of the votes of the remaining shares entitled to vote thereon. 1.6 "securities" Shares and debt obligations of every kind, and options, warrants and rights to acquire shares or debt obligations. 1.7 "surplus" The excess, if any, at the time of the determination of the total assets of the Company over the aggregate of its total liabilities as shown in its books of accounts, plus the Company's capital. 1.8 "the Memorandum" The Memorandum and Articles of Association of the Company as originally framed or as from time to time amended. 1.9 "the Act" The International Business Companies Act (No. 24 of 1994). 1.10 "the Seal" The Common Seal of the Company. 1.11 "these Articles" These Articles of Association as originally framed or as from time to time amended. 1.12 "treasury shares" Shares in the Company that were previously issued but were repurchased redeemed or otherwise acquired by the Company and not cancelled. 1.13 "written" or any term of like import includes words typewritten, printed, painted, engraved, lithographed, photographed or represented or reproduced by any mode or representing or re-producing words in a visible form, including telex, telegram, cable, fax, e-mail or other form of writing produced by electronic communication. 1.14 Save as aforesaid any words or expressions defined in the Act shall bear the same meaning in these Articles. 1.15 Whenever the singular or plural number, or the masculine, feminine or neuter gender is used in these Articles, it shall equally, where the context admits, include the others. 1.16 A reference in these Articles to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to shares that shall be counted and not the number of members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction. 1.17 A reference to money in these Articles is a reference to the currency of the United States of America unless otherwise stated. 2. REGISTERED SHARES 2.1 The Company shall issue to every member holding registered shares in the Company a certificate signed by a director or officer of the Company and under the Seal specifying the share or shares held by him. 2.2 Any member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of the wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a resolution of directors. 3. BEARER SHARES 3.1 Subject to a request for the issue of bearer shares and to the payment of the appropriate consideration for the shares to be issued, the Company may, to the extent authorised by the Memorandum, issue bearer shares to, and at the expense of, such person as shall be specified in their request. The Company may also, upon receiving a request in writing accompanied by the share certificates for the shares in question, exchange registered shares for bearer shares or may exchange bearer shares for registered shares. Such request served on the Company by the holder of bearer shares shall specify the name and address of the person to be registered land unless the request is delivered in person by the bearer shall be authenticated as hereinafter provided. Following such exchange the share certificate relating to the exchanged shares shall be delivered as directed by the member requesting the exchange. 3.2 Bearer share certificates shall be under the Seal and shall state that the bearer is entitled to the shares therein specified. 3.3 Subject to the provisions of the Act and of these Articles the bearer of a bearer share certificate shall be deemed to be a member of the Company and shall be entitled to the same rights and privileges as he would have had if his name had been included in the share register of the Company as the holder of the shares. 3.4 Subject to any specific provisions in these Articles, in order to exercise his rights as a member of the Company, the bearer of a bearer share certificate shall produce the bearer share certificate as evidence of his membership of the Company. Without prejudice to the generality of the foregoing, the following rights may be exercised in the following manner: 3.4.1 for the purpose of exercising his voting rights at a meeting, the bearer of a bearer share certificate shall produce such certificate to the chairman of the meeting. 3.4.2 for the purpose of exercising his vote on a resolution in writing, the bearer of a bearer share certificate shall cause his signature to any such resolution to be authenticated as hereinafter set forth; 3.4.3 for the purpose of requisitioning a meeting of members, the bearer of a bearer share certificate shall address his requisition to the directors and his signature thereon shall be duly authenticated as hereinafter provided; and 3.5 The signature of a bearer of a bearer share certificate shall be deemed to be duly authenticated if the bearer of the bearer share certificate shall produce such certificate to a notary public or a bank manager or a director or officer of the Company (hereinafter referred to as an "authorised person") and if the authorised person shall endorse the document bearing such signature with a statement 3.5.1 identifying the bearer share certificate produced to him by number and date and specifying the number of shares and the class of shares (if appropriate) comprised therein. 3.5.2 confirming that the signature of the bearer of the bearer share certificate was subscribed in his presence and that if the bearer is representing a body corporate he has so acknowledged and has produced satisfactory evidence thereof. 3.5.3 specifying the capacity in which he is qualified as an authorised person and, if a notary public, affixing his seal thereto or, if a bank manager, attaching an identifying stamp of the bank of which he is a manager. 3.6 Notwithstanding any other provisions of these Articles, at any time, the bearer of a bearer share certificate may deliver the certificate for such shares into the custody of the Company at its registered office, whereupon the Company shall issue a receipt therefor under the Seal signed by a director or officer identifying by name and address the person delivering such certificate and specifying the date and number of bearer share certificates so deposited and the number of shares comprised therein. Any such receipt may be used by the person named therein for the purpose of exercising the rights vested in the shares represented by the bearer share certificate so deposited including the right to appoint a proxy. Any bearer share certificate so deposited shall be returned to the person named in the receipt or his personal representative if such person be dead and thereupon the receipt issued therefor shall be of no further effect whatsoever and shall be returned to the Company for cancellation or, if it has been lost or mislaid, such indemnity as may be required by resolution of directors shall be given to the Company. 3.7 The bearer of a bearer share certificate shall for all purposes be deemed to be the owners of the shares comprised in such certificate and in no circumstances shall the Company or the chairman of any meeting of members or the Company's registrars or any director or officer of the Company or any authorised person be obliged to inquire in to the circumstances whereby a bearer share certificate came into the hands of the bearer thereof, or to question the validity or authenticity of any action taken by the bearer of a bearer share certificate whose signature has been authenticated as provided herein. 3.8 If the bearer of a bearer share certificate shall be a corporation, then all the rights exercisable by virtue of such shareholding may be exercised by an individual duly authorised to represent the corporation but unless such individual shall acknowledge that he is representing a corporation and shall produce upon request satisfactory evidence that he is duly authorised to represent the corporation, the individual shall for all purposes hereof be regarded as the holder of the shares in any bearer share certificate held by him. 3.9 If any bearer share certificate be worn out or defaced, the directors may, upon the surrender hereof for cancellation, issue a new one in its stead, and if any bearer share certificate be lost or destroyed, the directors may upon the loss or destruction being established to their satisfaction and upon such indemnity being given to the Company as it shall by resolution of directors determine, issue a new bearer share certificate in its stead, and in either case on payment of such sum as the Company may from time to time by resolution of directors determine. In case of loss or destruction the person to whom such new bearer share certificate is issued shall also bear and pay to the Company all expenses incidental to the investigation by the Company of the evidence of such loss or destruction and to such indemnity. 4. SHARES, AUTHORISED CAPITAL AND CAPITAL 4.1 Subject to the provisions of these Articles and any resolution of members the unissued shares of the Company shall be at the disposal of the directors who may without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons at such times and upon such terms and conditions as the Company may by resolution of directors determine. 4.2 Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors. 4.3 Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the directors as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus. 4.4 A share issued by the Company upon conversion of, or in exchange for, another share or a debt obligation or other security in the Company shall be treated for all purposes as having been issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security. 4.5 Treasury shares may be disposed of by the Company on such terms and conditions (not otherwise inconsistent with these Articles) as the Company may by resolution of directors determine. 4.6 The company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares. 4.7 Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors, and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company. 4.8 The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition which shall constitute a reduction in capital shall be made except in compliance with Regulations 7.4 and 7.5. 4.9 Shares that the Company purchases, redeems or otherwise acquires pursuant to Regulation 4.8 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital and would otherwise infringe upon the requirements of Regulations 7.4 and 7.5, or to the extent that such shares are in excess of 80 per cent of the issued shares of the Company, in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from the capital of the Company. 4.10 Where shares in the Company are held by the Company as treasury shares or are held by another company of which the Company holds, directly or indirectly, and are shares having more than 50 per cent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company. 4.11 No notice of a trust, whether expressed, implied or constructive, shall be entered in the share register. 4.12 The directors of the Company shall cause to be kept a share register containing: 4.12.1 the names and addresses of the persons who hold registered shares in the Company; 4.12.2 the number of each class and series of registered shares held by each person; 4.12.3 the date on which the name of each person was entered in the share register; 4.12.4 in the case of shares issued to bearer, the total number of each class and series of shares issued to bearer; and 4.12.5 with respect to each certificate issued to bearer: (i) the identifying number of the certificate; (ii) the number of each class or series of shares issued to bearer specified therein; and (iii) the date of issue of the certificate; but the Company may delete from the register information relating to persons who are no longer members or information relating to shares issued to bearer that have been cancelled. 4.13 The share register may be in any form approved by the directors, including magnetic, electronic or other data storage form, so long as legible evidence of its contents may be produced. 4.14 A copy of the share register, commencing from the date of the registration of the Company, shall be kept at the registered office of the Company. 5. TRANSFER OF SHARES 5.1 Subject to any limitations in the Memorandum, registered shares in the Company may be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. 5.2 The Company shall not be required to treat a transferee of a registered share in the Company as a member until the transferee's name has been entered in the share register. 5.3 Subject to any limitations in the Memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company enter in the share register the name of the transferee of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine provided always that such registration shall not be suspended and the share register closed for more than 60 days in any period of 12 months. 6. TRANSMISSION OF SHARES 6.1 The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only person recognised by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next two regulations. 6.2 Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a member shall be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such. 6.3 Any person who has become entitled to a share or shares in consequence of the death, incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such request shall likewise be treated as if it were a transfer. 6.4 What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case. 7. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL 7.1 The Company may by a resolution of directors amend the Memorandum to increase or reduce its authorised capital and in connection therewith the Company may in respect of any unissued shares increase or reduce the number of shares, increase or reduce the par value of any shares or effect any combination of the foregoing. 7.2 The Company may amend the Memorandum to: 7.2.1 divide the shares, including issued shares, of a class and series into a larger number of shares of the same class or series; or 7.2.2 combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series; provided, however, that where shares are divided or combined under 7.2.1 and 7.2.2 of the Regulations, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares. 7.3 The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and, subject to the provisions of Regulations 7.4 and 7.5 the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus. 7.4 No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 7.5 No reduction of capital shall be effected unless the directors determine that immediately after the reduction the Company will be able to satisfy its liabilities as they become due in the ordinary course of its activities and that the realisable assets of the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company, and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 7.6 Where the Company reduces its capital the Company may: 7.6.1 transfer the excess by which the capital has been so reduced into a reserve fund; 7.6.2 purchase, redeem or otherwise acquire its shares out of capital; or 7.6.3 cancel any capital that is lost or not represented by assets having a realisable value. 8. MEETINGS AND CONSENTS OF MEMBERS 8.1 The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside Seychelles as the directors consider necessary or desirable. 8.2 Upon the written request of members holding 10 per cent or more of the outstanding voting shares in the Company the directors shall convene a meeting of members. 8.3 The directors shall give not less than 7 days notice of meetings of members to those persons whose names on the date the notice is given appear as members in the share register of the Company. 8.4 A meeting of members held in contravention of the requirement in Regulation 8.3 is valid: 8.4.1 if members holding not less than 90 per cent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 per cent of the votes of each class or series of shares whether members are entitled to vote thereon as a class or series together with not less than a 90 per cent majority of the remaining votes, have agreed to shorter notice of the meeting; or 8.4.2 if all the members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver. 8.5 The inadvertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting. 8.6 A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member. 8.7 The instrument appointing a proxy shall be produced in person or by verifiable electronic means to the directors at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. 8.8 An instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the member appointing a proxy. Only members who are individuals may appoint proxies. I/We __________________________________________________ being a member of the above Company with ______________ shares HEREBY APPOINT _________________________________ of _____________________________________ or failing him ___________________________ of ________________________ to be my/our proxy to vote for me/us at the meeting of members to be held on the day of 19 and at any adjournment thereof. (Any restrictions on voting to be inserted here) Signed this ________ day of __________________ .......................... Member 8.9 The following shall apply in respect of joint ownership of shares: 8.9.1 if two or more persons hold shares jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member; 8.9.2 if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and 8.9.3 if two or more of the joint owners are present in person or by proxy they must vote as one. 8.10 A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear or otherwise acknowledge each other. 8.11 A meeting of members is duly constituted and a quorum is said to be present if, at the commencement of the meeting, there are present in person or by proxy not less than 50 per cent of the votes of the shares or class or series of shares entitled to vote on resolutions of members to be considered at the meeting. If a quorum be present, notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy forms shall constitute a valid resolution of members. 8.12 If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one-third of the votes of the shares or each class or series of shares entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved. 8.13 At every meeting of members, the Chairman of the Board of Directors shall preside as chairman of the meeting. If there is no Chairman of the Board of Directors or the Chairman of the Board of Directors is not present at the meeting, the members present shall choose someone of their number to be the chairman. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form of proxy at the meeting shall preside as chairman failing which the oldest individual member or representative of a member present shall take the chair. 8.14 The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 8.15 At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of the meeting by the chairman. 8.16 Any person other than an individual shall be regarded as one member and subject to Regulation 8.17 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which, the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member. 8.17 Any person other than an individual which is a member of the company may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company. 8.18 The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being so requested or the votes cast by such proxy or on behalf of such person shall be disregarded. 8.19 Directors of the company may attend and speak at any meeting of members of the Company and at any separate meeting of the holders of any class or series of shares in the Company. 9. DIRECTORS 9.1 The first directors of the Company shall be elected by the subscribers to the Memorandum; and thereafter, the directors shall be elected by the members or by the directors for such terms as the members or the directors determine. The first director of the Company shall be David R Conrad of c/o The United Nations University, 53-70 Jingumae 5-Chome, Shibuya-ku, Tokyo, 150 Japan. 9.2 The minimum number of directors shall be one and the maximum number shall be five. 9.3 Each director shall hold office for the term, if any, fixed by resolution of members or until his earlier death, resignation or removal. The first director of the Company shall hold office until such time as may be determined by a resolution of directors or a resolution of members. 9.4 A director may be removed from office, with or without cause, by a resolution of members. 9.5 A director may resign his office by giving written notice of his resignation to the Company and the resignation shall have effect from the date the notice is received by the Company or from such later date as may be specified in the notice. 9.6 A vacancy in the Board of Directors may be filled by a resolution of members or by a resolution of the majority of the remaining directors. 9.7 With the prior or subsequent approval by a resolution of members, the directors may, by a resolution of directors, fix the emoluments of directors with respect to services to be rendered in any capacity to the Company. 9.8 A director shall not require a share qualification, and may be an individual or a company. 10. POWERS OF DIRECTORS 10.1 The activities, functions and affairs of the Company shall be managed by the directors who will pay all expenses incurred preliminary to and in conjunction with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may be prescribed by a resolution of members; but no requirement made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made. 10.2 The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. Agents of the Company may be individuals or corporations. Every officer or agent of the Company shall have such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles, or the by-laws of the Company, or in the resolution of directors appointing the officer or agent, except that no officer or agent shall have any power or authority with respect to fixing the emoluments of directors. 10.3 The directors may, by a resolution of directors, appoint one or more Special Committees of the Company, and may delegate to any Special Committee any of the powers, authority and functions of the directors, including the power and authority to affix the Seal, except that no Special Committee shall have the power or authority to fix the emoluments of directors. 10.4 Where any Special Committee is appointed by the directors, the directors shall by a resolution of directors, promulgate by-laws for the purpose of establishing, governing, and prescribing the functions, powers and authority of such Special Committee. Every Special Committee so appointed by the directors shall comprise of one or more persons (known as members of the Special Committee) who may be directors, officers or agents of the Company, or such other persons as the directors may approve. A member of the Special Committee may be an individual or a corporation, and a member which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Special Committee. 10.5 The members of a Special Committee may be divided into different classes, and the members of a Special Committee may elect from among their number Council members who may exercise any or all of the functions, powers and authority of that Special Committee. A Special Committee may, in accordance with its by-laws and without derogating from the provisions of the Memorandum, sub-delegate any of its functions, powers and authority to sub-committees appointed by the Special Committee. 10.6 The directors may, by a resolution of directors, provide for the remuneration or compensation of any member of a Special Committee. 10.7 The by-laws of a Special Committee may provide for monetary contributions from the members of a Special Committee, and the proceeds from such contributions may be applied generally for the purposes and objects of the Company as prescribed in the Memorandum and as may be further provided in the by-laws of the Special Committee. Upon dissolution or liquidation of the company, any surplus funds of the Company which is attributable to the contributions of members of a Special Committee shall, after taking into consideration the existing debts, obligations and liabilities of the Company, be re-distributed among the members of that Special Committee in proportion to the amounts contributed by each member. 10.8 Without prejudice to the provisions of the Memorandum and to the powers of the directors to amend, annul, approve or ratify the by-laws of every Special Committee, the members of a Special Committee may, in general meeting of the Special Committee and in accordance with the by-laws, amend the by-laws of the Special Committee. 10.9 Any director which is a body corporate may appoint any person its duly authorised representative for the purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents. 10.10 The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members. 10.11 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors. 11. PROCEEDINGS OF DIRECTORS 11.1 The directors of the Company or any committee thereof may meet at such times and in such manner and places within or without the Seychelles as the directors may determine to be necessary or desirable. 11.2 A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear or otherwise acknowledge each other. 11.3 A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more directors. 11.4 A director shall be given not less than 7 days notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting. 11.5 A director may by a written instrument appoint an alternate who need not be a director and an alternate is entitled to attend meetings in the absence of the director who appointed him and to vote or consent in the place of the director. 11.6 A meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one half of the total number of directors, unless there are only two directors in which case the quorum shall be two. 11.7 If the Company shall have only one director the provisions herein contained for meetings of the directors shall not apply but such sole director shall have full power to represent and act for the Company in all matters as are not by the Act or by the Memorandum or by these Articles required to be exercised by the members of the Company and in lieu of minutes of a meeting shall record in writing and sign a note or memorandum of all matters requiring a resolution of directors. Such a note or memorandum shall constitute sufficient evidence of such resolution for all purposes. 11.8 At every meeting of the directors the Chairman of the Board of Directors shall preside as Chairman of the meeting. If there is no Chairman of the Board of Directors or if the Chairman of the Board of Directors is not present at the meeting the Vice Chairman of the Board of Directors shall preside. If there is no Vice Chairman of the Board of Directors or if the Vice Chairman of the Board of Directors is not present at the meeting the directors shall choose someone of their number to be the Chairman of the meeting. 11.9 The directors shall cause the following corporate records to be kept: 11.9.1 minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members; 11.9.2 copies of all resolutions consented to by directors, members, committees of directors, committees of officers and committees of members; and 11.9.3 such other accounts and records as the directors by resolution of directors consider necessary or desirable in order to reflect the financial position of the company. 11.10 The books, records and minutes shall be kept at the registered office of the Company or at such other place as the directors determine. 11.11 The directors may, by a resolution of directors, designate one or more committees, each comprising of one or more directors. 11.12 Each committee of directors has such powers and authorities of the directors, including the power and authority to affix the Seal, as are set forth in the resolution of directors establishing the committee, except that no committee has any power or authority either to amend the Memorandum or these Articles or with respects to the matters requiring a resolution of directors under Regulations 9.6, 9.7 and 10.2. 11.13 The meetings and proceedings of each committee of directors consisting of two or more directors shall be governed mutatis mutandis by the provisions of these Articles regulating the proceedings of directors so far as the same are not superseded by any provisions in the resolution establishing the committee. 12. OFFICERS 12.1 The Company may by resolution of directors appoint officers of the Company at such times as shall be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, President and one or more Vice Presidents, Secretaries and Treasurers and such other officers as may from time to time be deemed desirable. Any number of offices may be held by the same person. 12.2 The officers shall perform such duties as shall be prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by resolution of directors or resolution of members, but in the absence of any specific allocation of duties it shall be the responsibility of the Chairman of the Board of Directors to preside at meetings of directors and members, the Vice Chairman to act in the absence of the Chairman, the President to manage the day to day affairs of the Company, the Vice Presidents to act in order of seniority in the absence of the President but otherwise to perform such duties as may be delegated to them by the President, the Secretaries to maintain the share register, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the Treasurer to be responsible for the financial affairs of the Company. 12.3 The emoluments of all officers shall be fixed by resolution of directors. 12.4 The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution of directors. 13. CONFLICT OF INTEREST 13.1 No agreement or transaction between the Company and one or more of its directors or any person in which any director has a financial interest or to whom any director is related, including as a director of that other person, is void or voidable for this reason only or by reason only that the director is present at the meeting of directors or at the meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to the other party to the agreement or transaction are disclosed in good faith or are known by the other directors. 13.2 A director who has an interest in any particular activity to be considered at a meeting of directors or members may be counted for the purposes of determining whether the meeting is duly constituted. 14. INDEMNIFICATION 14.1 Subject to Regulation 14.2 the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings, any person who: 14.1.1 is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the company; and 14.1.2 is or was, at the request of the company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise. 14.2 Regulation 14.1 only applies to a person referred to in that Regulation if the person acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. 14.3 The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of these Articles, unless a question of law is involved. 14.4 The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his conduct was unlawful. 14.5 If a person referred to in Regulation 14.1 has been successful in the defence of any proceedings referred to in that Regulation the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the person in connection with the proceedings. 14.6 The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was serving as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against all liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Regulation 14.1. 15. SEAL The company shall have a company seal, and an imprint shall be kept at the registered office of the Company. The directors shall provide for the safe custody of the Seal. The Seal when affixed to any written instrument shall be witnessed by a director or any other person so authorised from time to time by resolution of directors. The directors may provide for a facsimile of the Seal and of the signature of any director or authorised person which may be reproduced by printing or other means on any instrument and it shall have the same force and validity as if the Seal had been affixed to such instrument and the same had been signed as hereinbefore described. 16. DIVIDENDS 16.1 The company shall not declare or pay dividends as it is a non-profit corporation. 16.2 The directors may set aside any surplus funds of the Company as they may think proper as a reserve fund. 17. ACCOUNTS The company shall keep such accounts and records as the directors of the Company consider necessary or desirable in order to reflect the financial position of the Company. 18. AUDIT 18.1 The Company may by resolution of members call for the accounts to be examined by auditors. 18.2 The first auditors shall be appointed by resolution of directors; subsequent auditors shall be appointed by a resolution of members. 18.3 The auditors may be members of the Company but no director or other officer shall be eligible to be an auditor of the Company during his continuance in office. 18.4 The remuneration of the auditors of the Company may, in the case of auditors appointed by the directors, be fixed by a resolution of the directors. 18.5 The auditors shall examine each profit and loss account and balance sheet required to be served on every member of the Company or laid before a meeting of the members of the Company and shall state in a written report whether or not: 18.5.1 In their opinion the profit and loss account and balance sheet give a true and fair view respectively of the profit and loss account for the period covered by the accounts, and of the state of affairs of the Company at the end of that period. 18.5.2 all the information and explanations required by the auditors have been obtained. 18.6 The report of the auditors shall be annexed to the accounts and shall be read at the meeting of members at which the accounts are laid before the Company or shall be served on the members. 18.7 Every auditor of the Company shall have a right of access at all times to the books of account and vouchers of the Company, and shall be entitled to require from the directors and officers of the Company such information and explanations as he thinks necessary for the performance of the duties of the auditors. 18.8 The auditors of the Company shall be entitled to receive notice of, and to attend any meeting of members of the Company at which the Company's profit and loss accounts and balance sheet are to be presented. 19. NOTICES 19.1 Any notice, information or written statement to be given by the Company to members must be served in the case of members holding registered shares by mail addressed to each member at the address shown in the share register and, in the case of members holding shares issued to bearer, in the manner provided in the Memorandum. 19.2 Any summons, notice, order, document, process, information or written statement to be served on the Company may be served by leaving it, or by sending it by registered mail addressed to the Company, at its registered office, or by leaving it with, or by sending it by registered mail to, the registered agent of the Company. 19.3 Service of any summons, notice, order, document, process, information or written statement to be served on the Company may be proved by showing that the summons, notice, order, document, process, information or written statement was mailed in such time as to admit to its being delivered in the normal course of delivery within the period prescribed for service and was correctly addressed and the postage was prepaid. 20. PENSION AND SUPERANNUATION FUNDS The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pensions or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time directors or officers of the Company or of any such other company as aforesaid or who hold or held any salaried employment or office in the Company or such other company, or any persons in whose welfare the Company or any such other company as aforesaid is or has been at any time interested, and to the wives, widows, families and dependents of any such person, and may make payments for or towards the insurance of any such persons as aforesaid, and may do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. Subject always to the proposal being approved by resolution of members, a director holding any such employment or office shall be entitled to participate in and retain for his own benefit any such donations, gratuity, pension allowance or emolument. 21. ARBITRATION 21.1 Whenever any difference arises between the Company on the one hand and any of the members or their executors, administrators or assigns on the other hand, touching the true intent and construction or the incidence or consequences of these Articles or of the Act, touching anything done or executed, omitted or suffered in the pursuance of the Act or touching any breach or alleged breach or otherwise relating to the premises or to these Articles, or to any Act or Ordinance affecting the Company or to any of the affairs of the Company such difference shall, unless the parties agree to refer the same to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the difference and the arbitrators shall before entering on the reference appoint an umpire. 21.2 If either party to the reference makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall die, be incapable of acting or refuse to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in the place of the arbitrator of the defaulting party. 22. VOLUNTARY WINDING UP AND DISSOLUTION The Company may voluntarily commence to wind up and dissolve by a resolution of members, but if the Company has never issued shares it may voluntarily commence to wind up and dissolve by resolution of directors. 23. CONTINUATION The Company may by resolution of members or by resolution passed unanimously by all directors of the Company continue as a Company incorporated under the laws of a jurisdiction outside the Seychelles in the manner provided under those laws. I, DAVID R CONRAD of c/o The United Nations University, 53-70 Jingumae 5-Chome, Shibuya-ku, Tokyo, 150 Japan for the purposes of incorporating an International Business Company under the laws of the Seychelles hereby subscribe my name to the Articles of Association this 30th day of April 1996 in the presence of the undersigned witness. ____________________________ SIGNATURE OF SUBSCRIBER DAVID R CONRAD ________________________ SIGNATURE OF WITNESS NAME: [MK211/APNIC-07.M&A]