ARTICLES OF

            ASSOCIATION

 

1. 0 Name

1.1 The name of the company is Handary SA. 

 

2.0 Registered office

2.1 Handary SA, The registered office of the company is situated in the Brussels, The Belgium.

 

3.0 Purpose

3.1 The purposes of the company are to carry out research in, development and production of and trade in biological solutions, including food additives and other biotechnological processes and products as well as any other related activities as may be specified by the Board of Directors. 

 

4.0 Share Capital

4.1 The company’s registration capital amounts to EUR200,000

4.2 The share capital is divided into shares of EUR 1.0 or multiples hereof. One share certificate may comprise several shares.

4.3 The share capital has been paid up in full.

4.4 No shareholder shall be obliged to redeem his shares in full or in part.

 

5.0 Cancelation of Shares

5.1 Shares which have no book-entry with the Belgian VP Securities Services and coupon sheets pertaining to such shares may be cancelled by the Board of Directors without any court order subject to applicable law.

 

6.0 Shareholders meeting: admission and voting right

6.1 Any shareholder shall be entitled to attend and to vote at a shareholder meeting provided

6.2 Any share amount of EUR 1 of share capital shall carry 1 vote.

6.3 The voting right may be exercised by a proxy who does not have to be a shareholder, provided, however, that said proxy substantiates his right to attend the shareholder meeting by presenting an admission card and a duly dated written proxy.

 

7.0 Shareholder meeting: items of business/agenda

The agenda of the annual meeting of shareholders shall include the following:

7.1. The Board of Directors’ oral report on the company’s activities in the past financial year.

7.2. Presentation and approval of the audited annual report including discharge of management and Board of Directors from their obligations.

7.3. A resolution to distribute the profit or cover the loss according to the adopted annual report.

7.4. Election of members to the Board of Directors.

7.5. Appointment of auditor(s).

7.6. Any proposals from the Board of Directors or the shareholders.

7.7. Any other business.

 

8.0 Board of directors

8.1 The Board of Directors shall be in charge of the overall management of the company and shall decide on all matters other than the day-to-day business of the company.

8.2 The Board of Directors shall consist of 4 to 8 members to be elected at a shareholder meeting. Each member shall hold office for one year at a time. Retiring members may be re-elected. The Board of Directors shall moreover include a number of members elected by the employees of the company and its subsidiaries in accordance with applicable law thereon in force from time to time.

8.3 The Board of Directors shall elect as its Chairman one of its own members. Further, the Board of Directors may from its own members elect a Vice-Chairman to take the place of the Chairman in his absence.

8.4 Board Meetings shall be convened and presided over by the Chairman. Board Meetings may be convened if requested by a member of the Board of Directors or by a member of the management registered with the Belgian Commerce and Companies Agency.

8.5 The Board of Directors shall constitute a quorum when more than half its members are present. For the Board of Directors to pass a resolution, the vote of a majority of the members present is required. In case of a parity of votes, the Chairman shall hold the casting vote.

8.6 The Board of Directors shall lay down its own rules of procedure for the performance of its tasks.

8.7 The proceedings of a board meeting shall be recorded in a minute book to be signed by all members of the Board of Directors.

8.8 The members of the Board of Directors shall receive an annual fee to be fixed at a shareholder meeting in connection with the adoption of the annual report.

 

9. Executive management

9.1 The Board of Directors shall appoint a managing director (President & CEO) to be in charge of the day-to-day business of the company. The Board of Directors may also appoint up to 4 additional managers (Executive Vice Presidents). All managers referred to in this Article shall be registered with the Belgian Commerce and Companies Agency.

9.2 The company’s board of directors should prepare general guidelines for incentive payment for the board of management.

 

10.0 Authority to sign for the company

10.1 The company shall be legally bound by the joint signatures of two members of Executive Management registered with the Belgian Commerce and Companies Agency, or by the joint signatures of one member of Executive Management registered with the Belgian Commerce and Companies Agency and the Chairman or Vice-Chairman of the Board of Directors, or by the joint signatures of all members of the Board of Directors.

 

11.0 Financial year

11.1 The financial year of the company shall be the calendar year.

 

12.0 Annual report and dividends

12.1 The annual report shall be prepared according to the provisions of the Belgian Financial Statements Act.

12.2 Any profit of the company according to the annual report shall be distributed.

 

13.0 Audit

13.1 Audit shall be carried out by one or two auditors, at least one of whom shall be a state-authorised public accountant, always subject to applicable law. The auditor(s) shall be appointed at the annual shareholder meeting. The appointment shall be for a term of one year. Retiring auditor(s) may be reappointed. One or more auditing companies may be appointed auditors.

 

14.0 Dissolution

14.1 Unless otherwise provided for by Belgian law, any resolution for the dissolution of the company shall be passed at a shareholder meeting in accordance with Articles 10.2 and 10.3 above. Where a resolution to dissolve the company is passed, such dissolution shall be performed by liquidation. At said shareholder meeting, the shareholders shall appoint one or more liquidators to conduct the liquidation proceedings, unless otherwise provided for by Belgian law.

14.2 When the dissolution of the company has been completed and closed, a shareholder meeting shall be convened at which the financial statements shall be presented for adoption.

 

These Articles of Association were adopted at the annual shareholder meeting of Handary SA held on June 30, 2009.