ࡱ> ]_\ cbjbj tjj_l 4I444444N Z$  6b44bb44b44Db4( 0k 0IU!U!DRAFT ARTICLES OF ASSOCIATION FOR THE COMPANY BEACH GUADALMINA PLAYA PARQUE DEL SOL, S.L. ARTICLE 1.- Under Act 2/1995, of March 23, these Articles of Association, the Code of Commerce and such additional provisions as may be applicable, a Private Limited Company is set up under the corporate name BEACH GUADALMINA PLAYA PARQUE DEL SOL, S.L.. ARTICLE 2.- The objects of the Company are to hold and to exploit the facilities known as Guadalmina Beach. The aforesaid activities may be totally or partially carried out by the Company, or indirectly, by acquiring a stake in other companies having similar objects. This Company shall not carry out any activities which may only be carried out by corporations fulfilling certain special conditions. ARTICLE 3.- This Company is incorporated with perpetual succession, and shall start operating on the date of execution of its memorandum of association. ARTICLE 4.- The registered office of the Company is located in Madrid, Paseo Pintor Rosales n 18, where its main office is also expected to be situated. The Administration Body may set up, close or transfer any branches of the Company. ARTICLE 5.- The share capital is fixed at SEVEN MILLION TWO HUNDRED AND TWELVE THOUSAND EUROS, and is represented by FOUR HUNDRED fully paid-up shares, with a par value of EIGHTEEN THOUSAND AND THIRTY EUROS each, numbered 1 to 400, inclusive. ARTICLE 6.- Each share shall entitle its holder to the relevant stake in the capital of the Company, to the relevant part of the assets on the winding-up thereof, if any, and to a share in the profit distribution. As established by Law, the Company shall keep a Register of Shareholders, where the original holders and the subsequent transfers of shares, as well as the creation of any real security interests or pledges thereon, shall be entered. ARTICLE 7.- The transfer of shares shall conform to the following rules: a) Any shareholder wishing to transfer his share or shares must give notice in writing thereof to the directors. The notice shall also state the number and characteristics of the shares to be transferred, the name of the transferee and the price and any relevant conditions of the transfer. b) The transfer must be approved by the Company, acting through its General Meeting of Shareholders. The discussion concerning the relevant resolution shall be included in the Agenda, and the resolution shall be adopted by the ordinary majority required by Law. c) The Company may only withhold such approval if it gives notice to the transferor, through a notarys deed, of the name of one or several shareholders or third parties intending to purchase all his shares. No notice to the transferor shall be required if he attended the General Meeting at which the relevant resolutions were adopted. The shareholders who attended the General Meeting shall have the right of first refusal. Should several attending shareholders be interested in purchasing them, the shares shall be distributed among them proportionally to their stake in the share capital. d) The price of the shares, the method of payment and any additional conditions of the transaction shall be decided and notified to the Company by the transferor. If the payment of all or part of the price is to be deferred under the terms and conditions of the transfer, a financial institution must secure the payment of the deferred price before any shares may be purchased. Should the shares be intended to be transferred for a consideration other than under a sale and purchase agreement, or for no consideration, the price of acquisition shall be fixed by common consent by the parties. Failing this, the price of the shares shall be deemed to be their actual value on the date on which the Company was given notice of the intention to transfer. Such actual value shall be assessed by the Companys auditor and, should the Company not be required to have its accounts audited, by an auditor appointed by the Registrar of Companies with jurisdiction at the Companys registered office, upon request by any of the interested parties. In both cases, the auditors fees shall be paid by the Company. In the event of contribution to a another limited company or to a limited partnership, the actual value of the shares shall be fixed in the relevant report prepared by an the independent appraiser appointed by the Registrar of Companies. e) The transfer deed must be executed within a month of the notice given by the Company stating the identity of the transferee(s). f) The shareholder may transfer the shares under the conditions he proposed to the Company if three months have elapsed since the date he gave notice of his intention to transfer, without the Company having notified him of the identity of the potential purchaser(s). g) The abovementioned procedure will not be applicable when the shareholder selling the share proves that the person wishing to buy is the same one that has acquired his / her Marbella house. (New paragraph introduced at the General Assembly Meeting of 20 September 2005) In the event of voluntary or compulsory transfer of shares, if no shareholders wish to purchase them, the Company itself may purchase the shares. Such purchase shall be governed by the provisions concerning the treasury capital shares. ARTICLE 8.- The shares may not be divided into smaller fractions as against the Company, which shall acknowledge one holder only. In the event of co-ownership of shares or of beneficial ownership thereof, the provisions of sections 35 and 36 of the Private Limited Companies Act shall apply. ARTICLE 9.- The Company may choose to set up one of the following Administration Bodies, which may be established either upon its incorporation or subsequently by its General Meeting: a) A Sole Director, who would individually exercise the power to represent the Company, with all the powers conferred by Law and by these Articles of Association upon the Administration Body. b) Two or three Joint and Several Directors, each of them individually exercising the power to represent the Company, with all the powers conferred upon the Administration Body. c) Two to four Joint Directors, who would jointly exercise the power to represent the Company, with all the powers conferred upon the Administration Body. d) A Board of Directors, made up of no less than three and no more than seven members, who will collectively exercise the power to represent the Company, with all the powers conferred upon the Administration Body. ARTICLE 10.- The directors are not required to be shareholders of the Company. Both individuals and corporations may be appointed directors. Any person to whom any legal prohibition applies, as well as persons described as incompatible under Act 12/1995, of May 5, Act 7/1984, of March 14, and Act 14/1995, of April 21, these last two enacted by the Autonomous Community of Madrid, may not be appointed directors. ARTICLE 11.- The directors shall be appointed on the date of incorporation of the Company, as listed by the memorandum of association, or subsequently by the General Meeting. They shall hold office for an indeterminate period of time, but may be removed at any time by the General Meeting, under a resolution adopted by the majority generally required to alter the Articles of Association. ARTICLE 12.- Should the Company decide to be represented and administered by a Board of Directors, the Board shall meet on the dates it shall agree, and whenever decided by its Chairperson or requested by one of its members, whereupon it shall be convened by the Chairperson or by the person acting as such, and shall be held within ten days of the request. Notices of meetings shall always be in writing, and shall be personally sent to every director, at least five days before the date of the meeting. At meetings of the Administration Body, the quorum shall be reached if they are attended by half of its members plus one, either personally present or represented by proxy. No prior notice shall be required, and the quorum shall be deemed to be reached, if all the members of the Board attend the relevant meeting and they unanimously decide to hold a meeting and the issues to be discussed thereat. Absent directors may only be represented at meetings by another director. The Board of Directors discussions shall be led by the Chairperson, who shall alternatively hand over to all directors wishing to speak. The poll shall be held when, in the Chairpersons opinion, all issues have been sufficiently discussed. With the exception of resolutions which, under the legal provisions applicable, must be approved by qualified majority, resolutions shall be adopted by a simple majority of the attending members. If the Meeting of Shareholders failed to do so, the Chairperson shall be appointed by the Board from among its members. If they deem fit, the directors may appoint one or several Vice-Chairpersons. In addition, the Board shall freely appoint the person who is to act as Secretary and, if they deem fit, the vice-secretary, who are not required to be directors. They shall attend Board meetings with the right to address the Board but not to vote, unless they are directors. All discussions and resolutions of the Board shall be entered in a minute book, and shall be signed by the Chairperson and the Secretary or by the Vice-Chairperson and the Vice-Secretary, as the case may be. Certifications of the minutes shall be issued by the Secretary of the Board or, as the case may be, by the Vice-Secretary, with the countersignature of the Chairperson or of the Vice-Chairperson, as the case may be. Any member of the Board, as well as its Secretary or Vice-Secretary, even if they are not directors, are responsible for the execution of the relevant public deeds. ARTICLE 13.- The power to represent the Company, both in and out of courts, is conferred upon the Administration Body, which shall be in the form chosen by the Company upon its incorporation or subsequently by the General Meeting. The Administration Body shall be entitled to exercise the most extensive powers required to reach any agreements, carry out any voluntary or compulsory acts and businesses, and any transactions related to the ordinary or extraordinary administration of the Company and the disposal or transfer of any real or personal property, cash, securities and negotiable instruments, with the only exception of any acts and things for which other bodies are responsible or which do not fall within the Companys objects. Without limitation, the following powers are conferred upon the Administration Body: 1) Manage, run and administer the businesses and the branches of the Company, constantly endeavouring to manage them properly and establishing the terms and conditions which shall govern them, as well as their administration and operation systems, organising and regulating the technical and administrative services thereof. For such purpose, buy or sell any goods, sign any invoices and policies, bills of lading, receipts, requests and affidavits; appoint and dismiss any employees, fixing their remuneration, wages, salaries and bonuses, as well as the compensations to which they may be entitled; enter into any freight contracts, make any payments and receive any amounts due; retire any letters, certificates, shipments, parcels, postal office or telegraphic giros and declared values from any Communications Offices, as well as any items or documents from any Railway, Shipping or general Transport Companies, and from any Customs and Agencies; make any protests and claims, and waive and abandon any accounts or goods; open, answer and sign the correspondence and keep such commercial books as are required by Law; file any masters protests, make and reply to any demands, deeds and notices, whether issued by a court or a notary; take out insurance against transportation risks, fire and occupational hazards, signing the relevant policies and documents and receiving the relevant indemnities; request and retire any commercial or raw material quotas. 2) Propose and accept any projects, quotations, studies and bidding specifications. Obtain any patents and privileges, and waive them in whole or in part. Apply for any permits and administrative concessions. 3) Claim and receive any cash amounts, securities, negotiable instruments and other payments in kind owing to the Company, whether such payments must be made by an individual or a corporation or legal entity, including the State, any Autonomous Communities, Provinces or Municipalities, and regardless of the nature, amount, denomination and origin of the obligations; settle any accounts, fix and make full and final settlements and sign any receipts and termination statements. 4) Authorise and start any governmental proceedings, as well as any actions, claims, and court proceedings, whether civil, criminal or administrative; represent the Company before any individuals and public entities, before any Authorities of any kind and rank, including the Supreme Court and any ordinary and special courts, in all instances, whether as plaintiff, defendant or intervener supporting the Administrations standpoint, or otherwise; waive and abandon any actions, claims, trials and appeals in any stage of the proceedings; reply to any interrogatories and make any declarations before the courts; for this purpose, they may grant the relevant power of attorney to any kind of persons, lawyers and legal representatives as they may deem fit. 5) Discuss, compromise under and enter into any agreements and contracts concerning any affairs, rights, actions, debts, issues and differences as may concern the Company, whether or not they are submitted to arbitration. 6) Represent the Company in connection with any arrangement with creditors, temporary receiverships and winding-up or bankruptcy procedures started against any of its debtors, attend the relevant meetings to file any proposals, modify those submitted by the debtor or by the creditors, make any comments and claims, give their opinions and take part in any voting, appoint any trustees and receivers, conduct all formalities until the termination of the procedure, and carry out, without limitation, such acts as may be performed by the Company. 7) Enter into any contracts for services, works, deliveries and supplies, either through a competitive bidding, invitation to tender or otherwise, fix the relevant prices, maturity dates and other terms and conditions; provide, accept, modify and cancel any guarantee. Such contracts may be entered into with any bodies of agencies of the Public Administration, whether depending on a province, an Autonomous Community or a municipality, and with any kind of public or private corporations, both on behalf of the Company or as part of Joint Venture set up with other companies or with any individuals. 8) Open, maintain and cancel any current, ordinary or credit accounts with the Bank of Spain or any other bank or financial or credit institution, whether such accounts are secured by a personal guarantee, negotiable instruments, securities or otherwise. For this purpose, sign any cheques, orders and any documents related to such accounts; transfer any funds, revenues, credits or securities, through any method of money draft or bank giro; approve and challenge balances. Stand surety in respect of any credit agreements or for any third persons in respect of any documents, guarantee any commercial transactions, and request and secure any guarantees and bonds. 9) Draw, endorse, contest, accept, cash, guarantee, discount, negotiate and protest any bills of exchange and other commercial and documentary drafts. 10) Deposit cash or securities as collateral security with any centres or agencies of the State, Autonomous Communities, Provinces or Municipalities, the Caja General de Depsitos (General Deposit Fund), any military agencies, whether provisional or permanent, in order to secure any contract, service or obligation of the Company. Cancel such deposits and collect any interest thereon. 11) Enter into any kind of agreements, whether governed by the Civil Code or not, and incur any obligations against any individuals or publicly or privately-owned corporations. 12) Consent to, authorise and make any purchases, sales, exchanges, assignments, leases, subleases, options to buy and any additional acquisitions and transfers of real and personal property, grants, credits and real or personal security interests; establish and enforce or waive any pre-emptive rights and any actions or conditions precedent or subsequent; admit and accept any kind of property or assets in order to settle any debts. 13) Create, accept, defer, subrogate, divide, reduce and totally or partially cancel any mortgages, conditions subsequent, usufructs, burdens, encumbrances, guarantees, seizures, protective entries, options and any other charges and real security interests or otherwise; waive any actions and privileges, whether or not a payment is received. 14) Request and enter into any loan or credit agreements, including long term contracts, with any Banks, Financial Institutions or individuals, with such personal or real security interests as they may freely establish. 15) Execute any deed for the segregation or subdivision of land or the declaration of a new construction, description of properties, and for the description and rectification of land and boundaries; perform any acts aimed to grouping or aggregating land, or dividing real estate assets on a co-ownership basis; perform such acts as may be incidental or complementary thereto. 16) Make and perform any acts, formalities and procedures before any authorities, companies and individuals or corporations, insofar as they are related to the objects of the Company; request permits and authorisations from any authorities; lodge any claims and protests; exercise any legal rights and actions before any courts, governmental or municipal agencies and any competent authority; sign any documents, notices and orders which may be required and execute any acts as are required by Law. Make decisions concerning the acquisition of stakes in other companies. Set up, maintain and terminate any joint ventures. 17) Grant powers of attorney, detailing all the powers conferred; revoke any proxies and powers of attorney. 18) Execute and sign, for this purpose, any private and public documents, including such rectification or explanatory deeds as may be required. ARTICLE 14.- The General Meeting of Shareholders, which shall be established as indicated below, is the supreme body of the Company, and its decisions, made in accordance with the Law and these Articles of Association, are binding on all its shareholders, including on those who failed to attend the meeting and those who attended but abstained from voting or cast a disagreeing vote, notwithstanding their right to challenge the resolution adopted. ARTICLE 15.- The General Meeting is convened by the directors or, as the case may be, the Companys liquidators. General Meetings convened by the directors must be held within the first six months of every year, with the purpose of approving or disapproving the Companys management and the accounts for the preceding year, as well as deciding the allocation of profit. General Meetings shall also be convened whenever deemed necessary or expedient by the directors, and when required by Law. The notice of General Meetings, which must indicate the relevant agenda any information required by Law, shall be sent to every shareholder by registered mail, to the address they may have communicated for this purpose or to that appearing on the Register of Shareholders. Shareholders residing in a foreign country must indicate an address in Spain for delivery of notices. At least fifteen days must elapse between the last notice sent and the date on which the relevant General Meeting is to be held. Notices of General Meetings must be signed by one of the directors or by the Chairperson of the Board, if any. ARTICLE 16.- Notwithstanding the provisions of the preceding Article, a quorum shall be reached at any General Meeting to discuss any issue whatsoever, without prior notice, if all the share capital is personally present or represented at the Meeting and the shareholders present unanimously decide to hold a meeting and the issues to be discussed thereat. ARTICLE 17.- The Chairperson and the Secretary of the General Meeting shall be those of the Board of Directors, if any. If there is no Board, these functions shall be performed by the directors appointed by the shareholders present or, failing this, by such persons as shall be appointed by the shareholders. The Chairperson shall lead the discussions and shall alternatively hand over to the shareholders until, in his opinion, all issues have been sufficiently discussed. The relevant poll shall then be held, in accordance with the items on the agenda. The minutes of the meetings, which must incorporate all the resolutions adopted, shall contain the list of attendants and shall be approved by the General Meeting itself at the end of the meeting, or within fifteen days by the Chairperson thereof and two shareholders, one acting on behalf of the majority, and the other representing the minority. ARTICLE 18.- Shareholders may request in writing, prior to the relevant General Meeting or orally while it is being held, such reports or explanations as they deem fit concerning the items on the agenda, which shall be supplied by the administration body as required by Law. ARTICLE 19.- For the adoption of resolutions by the General Meeting, the majority systems below shall apply: a) With the exception of the events described in b) below, all Company resolutions shall be passed by majority of valid votes cast, provided that they represent at least half plus one of the votes corresponding to the shares into which the corporate capital is divided. Blank votes shall not be computed. b) Resolutions concerning any capital increases or decreases, alterations to the Articles of Association, as well as resolutions approving the transformation, mercer or split-off of the Company, the suppression of the pre-emptive right on capital increases, the exclusion of shareholders and resolutions authorising directors to perform activities competing with those of the Company, shall be adopted by majority of valid votes cast, provided that they represent at least two thirds of the votes corresponding to the shares into which the corporate capital is divided. In all circumstances, every share entitles its holder to cast one vote. ARTICLE 20.- Within three months of the closing of the financial year, which shall be December 31 of every year, the administration body shall present the annual accounts, the management report and the allocation of profit proposed. Financial years shall start on January 1 and end on December 31, with the exception of the first financial year, which shall start on the date on which the memorandum of association shall be executed. After a General Meeting has been convened, any shareholder is entitled to receive from the Company, immediately and free of charge, the documents which are to be submitted for approval, as well as the management report and the auditors report, if any. Any shareholder or shareholders representing at least 5% of the share capital may examine at the registered office, individually or with the assistance of an expert accountant, all the documents which were used when preparing the annual accounts. The profit of the Company, after setting the compulsory and voluntary reserves which shall be agreed, shall be distributed among shareholders proportionally to their stake. ARTICLE 21.- The Company may be wound-up by resolution of the General Meeting, or if any of the events set forth in Section 104 of the Act occurs. ARTICLE 22.- Where no provision is made in these Articles of Association, the provisions of Act 2/1995, of March 1995, on the Legal System of Private Limited Companies, and any complementary provisions, shall apply. ARTICLE 23.- All shareholders waive the jurisdiction to which they might otherwise be entitled, and submit to the jurisdiction of the Courts and Tribunals of the registered office of the Company. i_j - O s t v 8 C  CO **RBkBLLNNRRDTQTWWXX ]]faraabbbc 6CJh >*CJhCJmHnHu5CJ\hmHnHu5CJmHnHu5CJhmHnHuCJhmHnHuCJh 5CJh=\]^^_pqt u v L M 7 8 $a$$da$c TUDEZ[yz-. $d^a$$da$.01BC ""U$V$%%X&''3(4())**i-j--$da$--x3y3z3L4M4-6.6%9&9::)<*<>>A AAA;Ck>m>;?QzQ{Q?@ABCDEFGHIJKMNOPQRSUVWXYZ[^Root Entry F*0k`1Table;U!WordDocumenttSummaryInformation(LDocumentSummaryInformation8TCompObjkObjectPool*0k*0k  FDocumento Microsoft Word MSWordDocWord.Document.89q