COMPANIES ACT OF BARBADOS

COMPANY LIMITED BY SHARES

ARTICLES OF REINCORPORATION

FORM 35

INSTRUCTIONS

Format:
Documents required to sent to the Registrar pursuant to the Act must conform with regulations 31 to 35 of the Regulations under the Act. Where any provision required to be set out is to long to be set out in the space provided in the form, the form may incorporate the provisions by annexing a schedule in the manner described in regulation 35 of the Regulations.

Item:
Set out the full name of the company.

Item 3:

Set out the details required by sections 5(1)(b) of the ACT. All shares must be without nominal or par value and must comply with Division C of Part I of the Act subject to Section 355.7(2).

Item 4:
If restrictions are to be placed on the right to transfer shares of the company, set out a statement to this effect and the nature of such restrictions.

Item 5:

State the number of directors. If cumulative voting is permitted, the number of directors must be invariable, otherwise it is permissible to specify a minimum and maximum number of directors.

Item 6:
If restrictions are to be placed on the business the company may carry on, set out the restrictions.

Item 9:
Any provisions that is to form part of the Articles may be set out if the provision is permitted by the Act or Regulations to be set out in the bylaws of the company or in an unanimous shareholder agreement, including any pre-emptive rights or cumulative voting provisions.