(Translated from Portuguese)
MINUTES
Minutes
On the third day of January, of the year Two Thousand, the Board
of Director of "...., SARL", ("the Company")
held a meeting, duly convened in the terms of its Articles of
Association, at the Registered Office of the Company located in
[country] at n/n ... ... ... ... .... ...-...., ...., wherein
the following Directors were present:
.. .., .. ... ..., ... ..., ... ..., ... ...., ... ..., ... ...
and ... ... ....
Mr. ... ... was also present.
In compliance with the Articles of Association of the Company,
Mr. ... ..., resident in [country] at... ...[address] ... ...
..., ... ..., took the Chair of the Meeting, while Mr. ... ...,
with professional address in [country] at ... [address]......
..-..., ...., held functions as Secretary.
After a quorum was confirmed, the Chairman declared the meeting
open for discussion.
Agenda: 1) The contracting of loans or any other kind of bank
facilities with any Credit Institution; 2) to define the conditions
whereby the Directors authorized to operate Bank accounts may
bind the Company, under the terms of Article 30, number one of
the Articles of Association of the Company; and 3) To appoint
the Directors who shall compose the Board of Directors, in compliance
with Article 23, number 2 and Article 26, number 1 of the Articles
of Association.
After a brief discussion of the items on the agenda, the following
resolutions were unanimously passed:
1) Considering the normal progression of business and until otherwise
decided, it is hereby approved that the Company may contract loans
and others forms of credit with any Credit Institutions in [country]
or outside, up to the amount of $...,000,000.00 (... million dollars),
in the manner and under the conditions deemed fit by any two of
the Directors indicated in the following subparagraph.
2) As provided by Article 30, number 1 of the Articles of Association,
taking effect from the present date, the Company is bound in operations
involving the credit or debit of present or future bank accounts
of the Company with any Credit Institutions in [country] or outside,
as well as in the subscription of any titles or documents related
to loans, bank facilities, guaranties and financing of any kind
and , namely, transfers, cheques, promissory notes, drafts, letters
of credit or trust receipts, by the signature of any of the Directors
... ..., ... ..., ... ... or ... ..., together with the signature
of any one of the Directors ... .. ..., ... ..., ... ... ... or
... ...; and
3) Furthermore, it has been decided that as of January 1st, 2000,
the Board of Directors shall be composed by the following members:
- Representative Director: ... ...
- Deputy Representative Director: ... ... ...
- Directors: ... ..., ... ..., ... ..., ... ... ... and ... ....
Having no other matters to discuss the Chairman declared the meeting
adjourned.
Declaration to accept the appointment as member of the Board of
Directors of "... ... ... ... ..., SARL", a company
with Registered Office in [country] at n/n ... ... ... [address]
......, registered with the Registry of Companies under number
..., on page ... of Book ... and, with equity capital of $...,...,000.00
... ..., single, of age, Director of the Company "... ...
... ... ..., SARL", resident in Hong Kong at ... ..., ..
... ..., ... ..., being appointed member of the Board of Directors
of the referred "... ... ... ... ..., ...", hereby declares,
to the effect of Article 214, number 3, of the Commercial Code,
to accept such appointment.
[country] on the th day of December, 1999
Sample signatures of the members of the Board of Directors of
"... .. ... .. ..., SARL", a company with Registered
Office in [country] at n/n ... .. ... . ..., ..., registered with
the Registry of Companies in [country] under no.: ..., on page
... of Book ..., with an equity capital of $...,...,000.00.
- Representative Director
Mr. ... ...
- Deputy Representative Director
Mr. .. ... ...
- Directors
.. ...
... ...
... ...
... ... ...
... ....
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