Valaris Ltd S-1/A, filed Jun 15, 2021
Valaris Ltd (VAL)
As filed with the Securities and Exchange Commission on June 15, 2021
Registration No. 333-257022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 8 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Valaris Limited* (Exact name of registrant as specified in its charter) | ||
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| Bermuda (State or other jurisdiction of incorporation or organization) |
1381 (Primary Standard Industrial Classification Code Number)
Clarendon House, 2 Church Street Hamilton, Bermuda, HM 11 44 (0) 20 7659 4660 |
98-1589854 (I.R.S. Employer Identification Number) |
| (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | ||
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Jonathan
H. Baksht Hamilton, Bermuda, HM 11 (713) 789-1400 (Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to: Julian J. Seiguer Michael W. Rigdon Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, Texas 77002 (713) 836-3600
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Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer x | |
| Non-accelerated filer | ¨ | Smaller reporting company x | |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Common Shares, par value $0.01 per share (1) | 16,991,293 | (2) | $ | 27.08 | (3) | $ | 460,124,214.44 | (3) | $ | 50,199.55 | ||||||
| Senior Secured First Lien Notes due 2028 | $ | 560,758,443.00 | (4) | 100 | % | $ | 560,758,443.00 | $ | 61,178.75 | |||||||
| Guarantees of Senior Secured First Lien Notes due 2028 | — | — | — | — | (5) | |||||||||||
| Total | $ | 111,378.30 | (6) | |||||||||||||
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the common shares being registered hereunder include an indeterminate number of common shares that may be issued in connection with the anti-dilution provisions or shares splits, share dividends, recapitalizations or similar events. (6) Previously paid. | ||||||||||||||||
| TABLE OF ADDITIONAL REGISTRANTS | ||||
|
Exact Name of Additional Registrants |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer
Identification | ||
| Alpha Achiever Company | Cayman Islands | 98-0697800 | ||
| Alpha Admiral Company | Cayman Islands | 98-1078685 | ||
| Alpha Archer Company | Cayman Islands | 98-1116938 | ||
| Alpha Aurora Company | Cayman Islands | 98-0609312 | ||
| Alpha Offshore Drilling Services Company | Cayman Islands | 98-0206235 | ||
| Alpha Orca Company | Cayman Islands | 98-0697605 | ||
| Atlantic Maritime Services LLC | Delaware (USA) | 74-1660668 | ||
| Atwood Australian Waters Drilling Pty Limited | Australia | 98-0667953 | ||
| Atwood Deep Seas, Ltd. | Texas (USA) | 76-0492879 | ||
| Atwood Oceanics Australia Pty Limited | Australia | 98-0406992 | ||
| Atwood Oceanics LLC | Texas (USA) | 74-1611874 | ||
| Atwood Oceanics Management, LLC | Delaware (USA) | 42-1551864 | ||
| Atwood Oceanics Pacific Limited | Cayman Islands | 98-0662881 | ||
| Atwood Offshore Drilling Limited | Hong Kong | 98-0505288 | ||
| Atwood Offshore Worldwide Limited | Cayman Islands | 98-0697618 | ||
| ENSCO (Barbados) Limited | Cayman Islands | 83-0445907 | ||
| Ensco (Myanmar) Limited | Myanmar | 98-1187784 | ||
| ENSCO Arabia Co. Ltd. | Saudi Arabia | — | ||
| ENSCO Asia Company LLC | Texas (USA) | 75-1460971 | ||
| ENSCO Asia Pacific Pte. Limited | Singapore | 26-0068995 | ||
| Ensco Associates Company | Cayman Islands | — | ||
| ENSCO Australia Pty. Limited | Australia | 98-0377537 | ||
| ENSCO Capital Limited | Cayman Islands / United Kingdom | 98-0665084 | ||
| ENSCO Corporate Resources LLC | Delaware (USA) | 27-1504174 | ||
| Ensco Deepwater Drilling Limited | England and Wales (UK) | 98-1111430 | ||
| ENSCO Deepwater USA II LLC | Delaware (USA) | 27-0680769 | ||
| ENSCO Development Limited | Cayman Islands | 98-0681992 | ||
| Ensco do Brasil Petróleo e Gás Ltda. | Brazil | 52-2345836 | ||
| Ensco Drilling I Ltd. | Cayman Islands | 98-1409751 | ||
| ENSCO Drilling Mexico LLC | Delaware (USA) | 26-0546938 | ||
| Ensco Endeavors Limited | Cayman Islands / United Kingdom | 98-0702631 | ||
| ENSCO Global GmbH | Switzerland | 98-0644486 | ||
| Ensco Global II Ltd. | Cayman Islands | 98-1320722 | ||
| ENSCO Global Investments LP | England and Wales (UK) | 98-0659772 | ||
| Ensco Global IV Ltd | British Virgin Islands | 52-2345837 | ||
| ENSCO Global Limited | Cayman Islands / United Kingdom | 98-0637827 | ||
| ENSCO Global Resources Limited | England and Wales (UK) | 98-0644763 | ||
| Ensco Holdco Limited | England and Wales (UK) | 98-0633043 | ||
| ENSCO Holding Company | Delaware (USA) | 75-2246991 | ||
| Ensco Holdings I Ltd. | Cayman Islands | 98-1389722 | ||
| Ensco Incorporated | Texas (USA) | 76-0285260 | ||
| Ensco Intercontinental GmbH | Switzerland | 98-0704367 | ||
| ENSCO International Incorporated | Delaware (USA) | 76-0232579 | ||
| Ensco International Ltd. | British Virgin Islands / United Kingdom | 76-0356128 | ||
| ENSCO Investments LLC | Nevada (USA) / United Kingdom | 98-0644509 | ||
| Ensco Jersey Finance Limited | Jersey / United Kingdom | 98-1338299 | ||
| ENSCO Limited | Cayman Islands | 98-0369086 | ||
| Ensco Management Corp | British Virgin Islands | 52-2346020 | ||
| ENSCO Maritime Limited | Bermuda | 98-0393929 | ||
| Ensco Mexico Services S.de R.L. | Mexico | 98-1464039 | ||
| Ensco Ocean 2 Company | Cayman Islands | — | ||
| ENSCO Oceanics Company LLC | Delaware (USA) | 74-2080353 | ||
| ENSCO Oceanics International Company | Cayman Islands | 98-0369079 | ||
| ENSCO Offshore LLC | Delaware (USA) | 75-2349491 | ||
| ENSCO Offshore International Company | Cayman Islands | 98-0507424 | ||
| ENSCO Offshore International Holdings Limited | Cayman Islands / United Kingdom | 98-0655357 | ||
| ENSCO Offshore International Inc. | Marshall Islands | 98-0383744 | ||
| Ensco Offshore International LLC | Delaware (USA) | — | ||
| Ensco Offshore Petróleo e Gás Ltda. | Brazil | 98-0634349 | ||
| ENSCO Offshore U.K. Limited | England and Wales (UK) | 98-0369084 | ||
| ENSCO Overseas Limited | Cayman Islands | 98-0659769 | ||
| ENSCO Services Limited | England and Wales (UK) | 98-0394243 | ||
| Ensco Transcontinental II LP | England and Wales (UK) | 98-1062854 | ||
| Ensco Transnational I Limited | Cayman Islands | 98-1012691 | ||
| Ensco Transnational III Limited | Cayman Islands | — | ||
| ENSCO U.K. Limited | England and Wales (UK) | 98-0393928 | ||
| Ensco UK Drilling Limited | England and Wales (UK) | 4417421838 | ||
| ENSCO United Incorporated | Delaware (USA) | 45-0819564 | ||
| Ensco Universal Holdings I Ltd. | Cayman Islands / United Kingdom | 98-1305972 | ||
| Ensco Universal Holdings II Ltd. | Cayman Islands / United Kingdom | 98-1306192 | ||
| ENSCO Universal Limited | England and Wales (UK) | 98-0646354 | ||
| Ensco Vistas Limited | Cayman Islands | 98-1012692 | ||
| Ensco Worldwide GmbH | Switzerland | 98-0644481 | ||
| EnscoRowan Ghana Drilling Limited | Ghana | C0028653696 | ||
| Great White Shark Limited | Gibraltar | 98-1146294 | ||
| Green Turtle Limited | Gibraltar | 98-1146297 | ||
| International Technical Services LLC | Delaware (USA) | 26-0811622 | ||
| Manatee Limited | Malta | 98-1247999 | ||
| Manta Ray Limited | Malta | 98-1292056 | ||
| Marine Blue Limited | Gibraltar | 98-1345823 | ||
| Offshore Drilling Services LLC | Delaware (USA) | 83-1345584. | ||
| Pacific Offshore Labor Company | Cayman Islands | 98-0636666 | ||
| Petroleum International Pte. Ltd. | Singapore | 72-1552787 | ||
| Pride Global II Ltd | British Virgin Islands | 30-0349437 | ||
| Pride International LLC | Delaware (USA) | 76-0069030 | ||
| Pride International Management Co. LP | Texas (USA) | 76-0555708 | ||
| Ralph Coffman Limited | Gibraltar | 98-1146288 | ||
| Ralph Coffman Luxembourg S.à r.l. | Luxembourg | 98-1142600 | ||
| RCI International, Inc. | Cayman Islands | 98-1022856 | ||
| RD International Services Pte. Ltd. | Singapore | 98-1093939 | ||
| RDC Arabia Drilling, Inc. | Cayman Islands | 76-0152727 | ||
| RDC Holdings Luxembourg S.à r.l. | Luxembourg | 98-1039699 | ||
| RDC Malta Limited | Malta | 98-1042279 |
| RDC Offshore Luxembourg S.à r.l. | Luxembourg | 98-1014303 | ||
| RDC Offshore Malta Limited | Malta | 98-1042283 | ||
| RoCal Cayman Limited | Cayman Islands | 98-1022865 | ||
| Rowan Companies Limited | England and Wales (UK) | 98-1023315 | ||
| Rowan Companies, LLC | Delaware (USA) | 75-0759420 | ||
| Rowan Drilling (Gibraltar) Limited | Gibraltar | 98-0664560 | ||
| Rowan Drilling (Trinidad) Limited | Cayman Islands | 98-0579545 | ||
| Rowan Drilling (U.K.) Limited | Scotland (UK) | 74-1916586 | ||
| Rowan Drilling S. de R.L. de C.V. | Mexico | RDR180928UB5 | ||
| Rowan Drilling Services Limited | Gibraltar | 98-0686267 | ||
| Rowan International Rig Holdings S.à r.l. | Luxembourg | 98-1339962 | ||
| Rowan Marine Services LLC | Texas (USA) | 76-0373171 | ||
| Rowan N-Class (Gibraltar) Limited | Gibraltar | 98-1042236 | ||
| Rowan No. 1 Limited | England and Wales (UK) | 98-1054191 | ||
| Rowan No. 2 Limited | England and Wales (UK) | 98-1054196 | ||
| Rowan Norway Limited | Gibraltar | 80-0647857 | ||
| Rowan Offshore (Gibraltar) Limited | Gibraltar | 98-1042256 | ||
| Rowan Offshore Luxembourg S.à r.l. | Luxembourg | 98-1014307 | ||
| Rowan Rigs S.à r.l. | Luxembourg | 98-1391082 | ||
| Rowan S. de R.L. de C.V. | Mexico | ROW0904157T4 | ||
| Rowan Services LLC | Delaware (USA) | 27-1054617 | ||
| Rowan US Holdings (Gibraltar) Limited | Gibraltar | 98-1042281 | ||
| Rowandrill, LLC | Texas (USA) | 74-1724642 | ||
| Valaris Holdco 1 Limited | Bermuda | 98-1589863 | ||
| Valaris Holdco 2 Limited | Bermuda | 98-1589869 |
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| * | Each additional registrant is a wholly-owned direct or indirect subsidiary of Valaris Limited. The address, including zip code, and telephone number, including area code, of each additional registrant’s principal executive offices is Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11, telephone (713) 789-1400. The primary standard industrial classification code number of each of the additional registrants is 1381. The name, address, including zip code, and telephone number, including area code, of the agent for service for each of the additional registrants is Jonathan H. Baksht, Valaris Limited, Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11, telephone (713) 789-1400. |
Each Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until such Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 8 (“Amendment No. 8”) to the Registration Statement on Form S-1 (File No. 333-257022) of Valaris Limited is being filed solely for the purpose of updating the exhibit list and filing certain exhibits as indicated in Part II of this Amendment No. 8. This Amendment No. 8 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
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Part II
Information Not Required in Prospectus
| Item 13. | Other Expenses of Issuance and Distribution. |
Set forth below are the expenses expected to be incurred in connection with the issuance and distribution of the securities registered hereby and payable by us. With the exception of the Commission registration fee, the amounts set forth below are estimates.
| Amount | ||||
| Securities Exchange Commission registration fee | $ | 111,378.30 | ||
| Printing and engraving expenses | * | |||
| Fees and expenses of legal counsel | * | |||
| Accounting fees and expenses | * | |||
| Transfer agent and registrar fees | * | |||
| Miscellaneous | * | |||
| Total | $ | * | ||
* Estimated expenses are not presently known.
| Item 14. | Indemnification of Directors and Officers. |
Companies Act 1981 of Bermuda
Section 98 of the Companies Act 1981 of Bermuda (the “Companies Act”) provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.
The Bye-laws provide that Valaris shall indemnify its officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty. The Bye-laws provide that the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company’s directors or officers for any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director. Valaris has purchased and maintains a directors’ and officers’ liability policy for such a purpose.
D&O Insurance and Indemnification Agreements
The Company maintains directors’ and officers’ insurance which includes coverage for liability under the federal securities laws. The Company also maintains a general liability insurance policy which covers certain liabilities of directors and officers of the Company arising out of claims based on acts or omissions in their capacities as directors or officers.
The Company has also entered into indemnification agreements with each of its directors and executive officers. The indemnification agreements require the Company to (i) indemnify these individuals to the fullest extent permitted under Bermuda law against liabilities that may arise by reason of their service to the Company and (ii) advance expenses reasonably incurred as a result of any proceeding against them as to which they could be indemnified. Each indemnity agreement is in substantially the form included herein as Exhibit 10.4 to this Registration Statement. The description of the indemnity agreements is qualified in its entirety by reference to the full text of the form of indemnity agreement, which is incorporated herein by reference.
II-1
| Item 15. | Recent Sales of Unregistered Securities. |
On the Effective Date, and subject to applicable rounding by DTC, pursuant to the Plan (capitalized terms used, but not defined, in this section have the meanings ascribed to them in the Plan):
| • | 2,541,980 Common Shares were transferred to holders of the Pride Bond Claims in cancellation of the Pride Bond Claims; |
| • | 447,040 Common Shares were transferred to holders of the Ensco International Bond Claims in cancellation of the Ensco International Bond Claims; |
| • | 5,830,854 Common Shares were transferred to holders of the Jersey Bond Claims in cancellation of the Jersey Bond Claims; |
| • | 10,630,256 Common Shares were transferred to holders of the Valaris Bond Claims in cancellation of the Valaris Bond Claims; |
| • | 9,409,770 Common Shares were transferred to holders of the Legacy Rowan Bond Claims in cancellation of the Legacy Rowan Bond Claims; |
| • | 21,240,100 Common Shares were transferred to holders of the Credit Facility Claims in cancellation of the Credit Facility; |
| • | 5,645,161 Warrants to purchase Common Shares were issued to holders of the Existing Equity Interests; |
| • | 14,062,500 Common Shares were issued to holders of Senior Notes Claims and New Money Participating Credit Facility Creditors who participated in the Rights Offering; |
| • | 8,437,500 Common Shares were issued to the Backstop Parties as a part of the Holdback in accordance with the Backstop Agreement; |
| • | 2,025,000 Common Shares were issued to the Backstop Parties as a part of the Additional Backstop Equity in connection with the Plan; and |
| • | 375,000 Common Shares were issued to Daewoo Shipbuilding Marine Engineering Co. Ltd. in connection with the Plan. |
As of June 11, 2021, there were 75,000,001 Common Shares issued and outstanding.
The Common Shares and Warrants were issued pursuant to the Plan and were issued pursuant to the exemption from the registration requirements of the Securities Act under Section 1145 of the Bankruptcy Code and, to the extent such exemption was unavailable, in reliance on the exemption provided by section 4(a)(2) under the Securities Act.
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
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Exhibit Index
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II-4
II-5
II-6
II-7
II-8
II-9
II-10
II-11
| * | Filed herewith. |
| ** | Previously filed. |
II-12
| ** | To be filed by amendment. |
| + | Management contracts or compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report. |
| Item 17. | Undertakings. |
The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the Form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
Provided, however, that, paragraphs (a)(i), (ii), and (iii) of this section do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) of the Securities Act that is part of the registration statement.
(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(d) that, for purposes of determining liability under the Securities Act to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;
(e) that, for purposes of determining any liability under the Securities Act, the information omitted from the Form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a Form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and
(f) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on June 11, 2021.
| Valaris Limited | ||
| By: | /s/ Jonathan H. Baksht | |
| Name: | Jonathan H. Baksht | |
| Title: | Executive Vice President and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Thomas P. Burke | Chief Executive Officer and Director (Principal Executive Officer) | |
| Thomas P. Burke | ||
| /s/ Jonathan H. Baksht | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
| Jonathan H. Baksht | ||
| /s/ Colleen W. Grable | Controller (Principal Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Elizabeth Leykum | Chair of the Board and Director | |
| Elizabeth Leykum | ||
| /s/ Dick Fagerstal | Director | |
| Dick Fagerstal | ||
| /s/ Joseph Goldschmid | Director | |
| Joseph Goldschmid | ||
| /s/ Deepak Munganahalli | Director | |
| Deepak Munganahalli | ||
| /s/ James W. Swent | Director | |
| James W. Swent |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Alpha Achiever Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive, Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Jamie Nelson | Director | |
|
Jamie Nelson |
||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Alpha Admiral Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive, Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Jamie Nelson | Director | |
|
Jamie Nelson |
||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Alpha Archer Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Jamie Nelson | Director | |
| Jamie Nelson | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Alpha Aurora Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Alpha Offshore Drilling Services Company | ||
| By: | /s/ Abhay M. Shetty | |
| Name: | Abhay M. Shetty | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jacques Eychenne | President and Director (Principal Executive Officer) | |
| Jacques Eychenne | ||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Vice President, Secretary and Director | |
| Abhay M. Shetty | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Alpha Orca Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Jamie Nelson | Director | |
| Jamie Nelson | ||
| Authorized Representative in the United States | ||
| /s/ Davor Vukadin | ||
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| Atlantic Maritime Services LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President and Secretary | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jason Morganelli | President (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Ben Rose |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Ben Rose | ||
| /s/ Christian Ochoa | Vice President and Secretary | |
| Christian Ochoa |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Subiaco, Australia, on June 11, 2021.
| Atwood Australian Waters Drilling Pty Limited | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | Director (Principal Executive, Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Kodjo Dogbe | Director, Company Secretary and Public Officer | |
| Kodjo Dogbe | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
|
Atwood Deep Seas, Ltd. | ||
| By: | Atwood Hunter LLC, its general partner | |
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Colleen W. Grable | Member | |
| Colleen W. Grable |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Subiaco, Australia, on June 11, 2021.
| Atwood Oceanics Australia Pty Limited | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | Director | |
| Nicolas Jaciuk | (Principal Executive, Financial and Accounting Officer) | |
| /s/ Abhay M. Shetty | ||
| Abhay M. Shetty | Director | |
| /s/ Kodjo Dogbe | ||
| Kodjo Dogbe | Director, Company Secretary and Public Officer | |
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
| Atwood Oceanics LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Manager | |
| Christian Ochoa | (Principal Executive and Financial Officer) | |
| /s/ Colleen W. Grable | Manager (Principal Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Jason Morganelli | Manager | |
| Jason Morganelli |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| Atwood Oceanics Management, LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Manager (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Manager | |
| Colleen W. Grable | ||
| /s/ Jason Morganelli | Manager | |
| Jason Morganelli |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Atwood Oceanics Pacific Limited | ||
| By: | /s/ Abhay M. Shetty | |
| Name: | Abhay M. Shetty | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Vice President, Secretary and Director | |
| Abhay M. Shetty | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hong Kong, on June 11, 2021.
| Atwood Offshore Drilling Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Director (Principal Executive Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Director (Principal Financial and Accounting Officer) | |
| Collen Grable | ||
| /s/ Himanshu Desai | Director | |
| Himanshu Desai | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Atwood Offshore Worldwide Limited | ||
| By: | /s/ Abhay M. Shetty | |
| Name: | Abhay M. Shetty | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Director (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Jacques Eychenne | Vice President, Secretary and Director | |
| Jacques Eychenne | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO (Barbados) Limited | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Vice President and Secretary | |
| Kevin Klein | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Kyauktada Township, Yangon, Republic of Myanmar, on June 11, 2021.
| Ensco (Myanmar) Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | General Manager and Treasurer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | General Manager and Treasurer (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Abhay M. Shetty | General Manager and Director | |
| Abhay M. Shetty | ||
| /s/ Loi Jin Choo | Director | |
| Loi Jin Choo | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Riyadh, Saudi Arabia, on June 11, 2021.
| ENSCO Arabia Co. Ltd. | ||
| By: | /s/ Edward B. Cozier II | |
| Name: | Edward B. Cozier II | |
| Title: | General Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Edward B. Cozier II | General Manager (Principal Executive, Financial and Accounting Officer) | |
| Edward B. Cozier II | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
| ENSCO Asia Company LLC | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | President and Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Manager (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Treasurer and Secretary (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Jacques Eychenne | Manager | |
| Jacques Eychenne | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore, on June 11, 2021.
| ENSCO Asia Pacific Pte. Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Director (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Patrick Jaswan | Director | |
| Patrick Jaswan | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Associates Company | ||
| By: | /s/ David A. Armour | |
| Name: | David A. Armour | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ David A. Armour | President and Director (Principal Executive Officer) | |
| David A. Armour | ||
| /s/ Kristin Larsen |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Kristin Larsen | ||
| /s/ Colleen W. Grable | Vice President, Secretary and Director | |
| Colleen W. Grable | ||
| /s/ Jamie Nelson | Director | |
| Jamie Nelson | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Subiaco, Australia, on June 11, 2021.
| ENSCO Australia Pty. Limited | ||
| By: | /s/ Kodjo Dogbe | |
| Name: | Kodjo Dogbe | |
| Title: | Director, Company Secretary and Public Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kodjo Dogbe | Public Officer, Company Secretary and Director (Principal Executive, Financial and Accounting Officer) | |
| Kodjo Dogbe | ||
| /s/ Nicolas Jaciuk | Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Secretary and Director | |
| Abhay M. Shetty | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Capital Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | President and Director (Principal Executive Officer) | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney |
Secretary, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ John Winton | Vice President and Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Corporate Resources LLC | ||
| By: | /s/ David A. Armour | |
| Name: | David A. Armour | |
| Title: | Vice President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Derek Sample | President (Principal Executive Officer) | |
| Derek Sample | ||
| /s/ Darin Gibbins |
Vice President - Treasurer (Principal Financial and Accounting Officer) | |
| Darin Gibbins | ||
| /s/ David A. Armour | Vice President | |
| David A. Armour | ||
| /s/ Colleen W. Grable | Vice President and Secretary | |
| Colleen W. Grable |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO Deepwater Drilling Limited | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan Cross | Secretary and Director (Principal Executive, Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Peter Wilson | Director | |
| Peter Wilson | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Deepwater USA II LLC | ||
| By: | /s/ Ben Rose | |
| Name: | Ben Rose | |
| Title: | Vice President and Secretary | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Derek Sample |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Derek Sample | ||
| /s/ Ben Rose | Vice President and Secretary | |
| Ben Rose | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Development Limited | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Director (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Aravind Nair | Vice President and Secretary | |
| Aravind Nair | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Rio de Janeiro, Brazil, on June 11, 2021.
| Ensco do Brasil Petróleo e Gás Ltda. | ||
| By: | /s/ Vinicius Lemes | |
| Name: | Vinicius Lemes | |
| Title: | Managing Financial Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Vinicius Lemes | Managing Financial Officer (Principal Executive, Financial and Accounting Officer) | |
| Vinicius Lemes | ||
| /s/ Carmen Gomes Romero Gullo | Marketing Officer | |
| Carmen Gomes Romero Gullo | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Drilling I Ltd | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan Cross | Director (Principal Executive, Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ Nicolas Jaciuk | Director | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Director | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Drilling Mexico LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President and Treasurer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jason Morganelli | President (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Christian Ochoa |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Vice President and Secretary | |
| Colleen W. Grable |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Endeavors Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | President and Director (Principal Executive Officer) | |
| Peter Wilson | ||
| /s/ Jonathan Cross |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ Stephen L. Mooney | Vice President, Secretary and Director | |
| Stephen L. Mooney | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baar, Switzerland, on June 11, 2021.
| ENSCO Global GmbH | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | Chairman and Managing Officer (Principal Executive, Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Managing Officer | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Managing Officer | |
| Kevin Klein | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Global II Ltd. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | President and Director (Principal Executive Officer) | |
| Kevin Klein | ||
| /s/ Colleen W. Grable |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Nicolas Jaciuk | Vice President, Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO Global Investments LP | ||
| By: | ENSCO Universal Limited, its general partner | |
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on June 11, 2021.
| Ensco Global IV Ltd. | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Kevin Klein | Vice President and Secretary | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk | Director | |
| Nicolas Jaciuk | ||
| /s/ Jacques Eychenne | Director | |
| Jacques Eychenne | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Global Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | President and Director (Principal Executive Officer) | |
| Peter Wilson | ||
| /s/ John Winton |
Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer) | |
| John Winton | ||
| /s/ Gilles Luca | Senior Vice President and Director | |
| Gilles Luca | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO Global Resources Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| Ensco Holdco Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Gilles Luca | Director | |
| Gilles Luca | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Holding Company | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jason Morganelli | President (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Christian Ochoa |
Vice President, Treasurer and Director (Principal Financial Officer and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Vice President, Secretary and Director | |
| Colleen W. Grable | ||
| /s/ David A. Armour | Director | |
| David A. Armour |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Holdings I Ltd | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Director (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Stephen L. Mooney |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Christian Ochoa | Vice President, Secretary and Director | |
| Christian Ochoa | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
| Ensco Incorporated | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Colleen W. Grable | President and Director (Principal Executive Officer) | |
| Colleen W. Grable | ||
| /s/ Christian Ochoa |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Kristin Larsen | Vice President and Secretary | |
| Kristin Larsen | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baar, Switzerland, on June 11, 2021.
| Ensco Intercontinental GmbH | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Managing Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | Chairman and Managing Officer (Principal Executive, Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Managing Officer | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Managing Officer | |
| Kevin Klein | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO International Incorporated | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jason Morganelli | President and Director (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Christian Ochoa |
Vice President, Treasurer and Director (Principal Financial Officer and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Vice President, Secretary and Director | |
| Colleen W. Grable | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on June 11, 2021.
| Ensco International Ltd. | ||
| By: | /s/ Jonathan P. Cross | |
| Name: | Jonathan P. Cross | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | President and Director (Principal Executive Officer) | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Jonathan Cross | Vice President, Secretary and Director | |
| Jonathan Cross | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Carson City, Nevada, on June 11, 2021.
| ENSCO Investments LLC | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ John Winton | President and Manager (Principal Executive Officer) | |
| John Winton | ||
| /s/ Stephen L. Mooney |
Secretary, Treasurer and Manager (Principal Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Peter Wilson | Vice President and Manager | |
| Peter Wilson | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Helier, Jersey, on June 11, 2021.
| Ensco Jersey Finance Limited | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan Cross | Director (Principal Executive, Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Limited | ||
| By: | /s/ Jacques Eychenne | |
| Name: | Jacques Eychenne | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jacques Eychenne | President and Director (Principal Executive Officer) | |
| Jacques Eychenne | ||
| /s/ Abhay M. Shetty |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Jamie Nelson |
Director
| |
| Jamie Nelson | ||
| /s/ Nicolas Jaciuk | Vice President, Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on June 11, 2021.
| Ensco Management Corp | ||
| By: | /s/ Abhay M. Shetty | |
| Name: | Abhay M. Shetty | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Nicolas Jaciuk | Vice President, Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on June 11, 2021.
| ENSCO Maritime Limited | ||
| By: | /s/ Stephen L. Mooney | |
| Name: | Stephen L. Mooney | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Kevin Klein |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Jacques Eychenne | Director | |
| Jacques Eychenne | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Ciudad del Carmen, Mexico, on June 11, 2021.
| Ensco Mexico Services S. de R.L. | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | President (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Ezequiel Martinez | Vice President | |
| Ezequiel Martinez | ||
| /s/ Ben Rose | Vice President | |
| Ben Rose | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Ocean 2 Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | Director (Principal Executive, Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Director | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Oceanics Company LLC | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | President and Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Manager (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty |
Secretary and Treasurer (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Jacques Eychenne | Manager | |
| Jacques Eychenne |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Oceanics International Company | ||
| By: | /s/ Abhay M. Shetty | |
| Name: | Abhay M. Shetty | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk |
Vice President, Treasurer and Director (Principal Finance and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty |
Vice President, Secretary and Director | |
| Abhay M. Shetty | (Principal Finance and Accounting Officer) | |
| /s/ Jacques Eychenne | Vice President and Director | |
| Jacques Eychenne | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Offshore LLC | ||
| By: | /s/ Jason Morganelli | |
| Name: | Jason Morganelli | |
| Title: | President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jason Morganelli | President (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Christian Ochoa |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Christian Ochoa | ||
|
/s/ Colleen W. Grable |
Vice President and Secretary | |
| Colleen W. Grable |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Offshore International Company | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Jamie Nelson | Director | |
| Jamie Nelson | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Offshore International Holdings Limited | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Peter Wilson |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Jonathan Cross | Vice President, Secretary and Director | |
| Jonathan Cross | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Marshall Islands, on June 11, 2021.
| ENSCO Offshore International Inc. | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive, Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Kevin Klein | Vice President and Secretary | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk |
Director
| |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO Offshore International LLC | ||
| By: | /s/ Jason Morganelli | |
| Name: | Jason Morganelli | |
| Title: | President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jason Morganelli | President (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Christian Ochoa |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Vice President and Secretary | |
| Colleen W. Grable |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Rio de Janeiro, Brazil, on June 11, 2021.
| Ensco Offshore Petróleo e Gás Ltda. | ||
| By: | /s/ Vinicius Lemes | |
| Name: | Vinicius Lemes | |
| Title: | Managing Financial Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Vinicius Lemes | Managing Financial Officer (Principal Executive, Financial and Accounting Officer) | |
| Vinicius Lemes | ||
| /s/ Carmen Gullo | Marketing Director | |
| Carmen Gullo | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO Offshore U.K. Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Jools Coghill |
Director
| |
| Jools Coghill | ||
| /s/ Kevin Klein |
Secretary and Director
| |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Secretary and Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| ENSCO Overseas Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein |
Vice President, Secretary and Director
| |
| Kevin Klein | ||
| /s/ Jamie Nelson | Director | |
| Jamie Nelson | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO Services Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Secretary and Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen Moony | ||
| /s/ John Winton |
Director
| |
| John Winton | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| Ensco Transcontinental II LP | ||
| By: | Ensco Transcontinental II LLC, its general partner | |
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa |
Manager (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Transnational I Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk |
Director
| |
| Nicolas Jaciuk | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Transnational III Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk | Director
| |
| Nicolas Jaciuk | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO U.K. Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Kevin Klein |
Secretary and Director
| |
| Kevin Klein | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ Kodjo Dogbe | Public Officer | |
| Kodjo Dogbe | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| Ensco UK Drilling Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| ENSCO United Incorporated | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ David A. Armour | President and Director (Principal Executive Officer) | |
| David A. Armour | ||
| /s/ Christian Ochoa |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Vice President, Secretary and Director
| |
| Colleen W. Grable |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Universal Holdings I Ltd. | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | President and Director (Principal Executive Officer) | |
| Peter Wilson | ||
| /s/ Jonathan Cross |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ Stephen L. Mooney | Vice President, Secretary and Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Universal Holdings II Ltd. | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Vice President Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ John Winton | President and Director (Principal Executive Officer) | |
| John Winton | ||
| /s/ Colleen W. Grable |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Gilles Luca | Vice President, Secretary and Director | |
| Gilles Luca | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| ENSCO Universal Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Gilles Luca |
Director
| |
| Gilles Luca | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Ensco Vistas Limited | ||
| By: | /s/ David A. Armour | |
| Name: | David A. Armour | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jacques Eychenne | President and Director (Principal Executive Officer) | |
| Jacques Eychenne | ||
| /s/ Abhay M. Shetty |
Vice President, Treasurer and Alternate Director (Principal Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Nicolas Jaciuk | Vice President, Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ David A. Armour | Director | |
| David A. Armour | ||
| /s/ Jamie Nelson | Director | |
| Jamie Nelson | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Baar, Switzerland, on June 11, 2021.
| Ensco Worldwide GmbH | ||
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | Managing Officer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | Chairman and Managing Officer (Principal Executive, Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Managing Officer | |
| Nicolas Jaciuk | ||
| /s/ Kevin Klein | Managing Officer | |
| Kevin Klein | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Accra, Ghana, on June 11, 2021.
| EnscoRowan Ghana Drilling Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Secretary and Director (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Great White Shark Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Green Turtle Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| International Technical Services LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President and Treasurer | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Vice President and Treasurer (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Colleen W. Grable | Vice President and Secretary | |
| Colleen W. Grable | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on June 11, 2021.
| Manatee Limited | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Colleen W. Grable | Director (Principal Executive, Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Nicholas Trapani Galea Feriol | Secretary and Director | |
| Nicholas Trapani Galea Feriol | ||
| /s/ Kevin Klein |
Director
| |
| Kevin Klein | ||
| /s/ John Borg Oliver |
Director
| |
| John Borg Oliver | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on June 11, 2021.
| Manta Ray Limited | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Colleen W. Grable | Director (Principal Executive, Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Nicholas Trapani Galea Feriol | Secretary and Director | |
| Nicholas Trapani Galea Feriol | ||
| /s/ Kevin Klein | Director | |
| Kevin Klein | ||
| /s/ John Borg Oliver | Director | |
| John Borg Oliver | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Marine Blue Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Director (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Kevin Klein |
Director
| |
| Kevin Klein | ||
| /s/ Derek Sample |
Director
| |
| Derek Sample | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| Offshore Drilling Services LLC | ||
| By: | /s/ Kristin Larsen | |
| Name: | Kristin Larsen | |
| Title: | Manager | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kristin Larsen | Manager (Principal Executive, Financial and Accounting Officer) | |
| Kristin Larsen | ||
| /s/ Nicolas Jaciuk | Manager | |
| Nicolas Jaciuk | ||
| /s/ Derek Sample | Manager | |
| Derek Sample | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Pacific Offshore Labor Company | ||
| By: | /s/ Paula Hall | |
| Name: | Paula Hall | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Paula Hall | President and Director (Principal Executive Officer) | |
| Paula Hall | ||
| /s/ Jacques Eychenne |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Jacques Eychenne | ||
| /s/ Nicolas Jaciuk | Vice President, Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in, Singapore, on June 11, 2021.
| Petroleum International Pte. Ltd. | ||
| By: | /s/ Abhay M. Shetty | |
| Name: | Abhay M. Shetty | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Abhay M. Shetty | Director (Principal Executive, Financial and Accounting Officer) | |
| Abhay M. Shetty | ||
| /s/ Patrick Jaswan | Director | |
| Patrick Jaswan | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the British Virgin Islands, on June 11, 2021.
| Pride Global II Ltd | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | President and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | President and Director (Principal Executive Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney |
Vice President, Treasurer and Director (Financial and Accounting Officer) | |
| Stephen L. Mooney | ||
| /s/ Nicolas Jaciuk | Vice President, Secretary and Director | |
| Nicolas Jaciuk | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| Pride International LLC | ||
| By: | /s/ Derek Sample | |
| Name: | Derek Sample | |
| Title: | President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Derek Sample | President (Principal Executive Officer) | |
| Derek Sample | ||
| /s/ Colleen W. Grable |
Vice President and Treasurer (Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ David A. Armour | Vice President | |
| David A. Armour | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
| Pride International Management Co. LP | ||
| By: | Ensco International Management GP LLC, its general partner | |
| By: | /s/ Nicolas Jaciuk | |
| Name: | Nicolas Jaciuk | |
| Title: | President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President (Principal Executive, Financial and Accounting Officer) | |
| Nicolas Jaciuk | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Ralph Coffman Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Director (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Kevin Klein |
Director
| |
| Kevin Klein | ||
| /s/ Derek Sample |
Director
| |
| Derek Sample | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Duchy, Luxembourg, on June 11, 2021.
| Ralph Coffman Luxembourg S.à r.l. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Manager A | |
| By: | /s/ Marco Weijermans | |
| Name: | Marco Weijermans | |
| Title: | Manager B | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Manager A (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Manager A | |
| Stephen L. Mooney | ||
| /s/ Marco Weijermans | Manager B | |
| Marco Weijermans | ||
| /s/ Johannes Laurens de Zwart | Manager B | |
| Johannes Laurens de Zwart | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| RCI International, Inc. | ||
| By: |
/s/ Colleen W. Grable | |
| Name: | Collen Grable | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Director (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Collen Grable |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Collen Grable | ||
| /s/ Derek Sample | Vice President, Secretary and Director | |
| Derek Sample | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Singapore, on June 11, 2021.
| RD International Services Pte. Ltd. | ||
| By: | /s/ Stephen Fordham | |
| Name: | Stephen Fordham | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen Fordham | Director (Principal Executive, Financial and Accounting Officer) | |
| Stephen Fordham | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| RDC Arabia Drilling, Inc. | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Director (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Colleen W. Grable |
Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Derek Sample | Vice President, Secretary and Director | |
| Derek Sample | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on June 11, 2021.
| RDC Holdings Luxembourg S.à r.l. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Manager A | |
| By: | /s/ Marco Weijermans | |
| Name: | Marco Weijermans | |
| Title: | Manager B | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Manager A (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Manager A | |
| Stephen L. Mooney | ||
| /s/ Marco Weijermans | Manager B | |
| Marco Weijermans | ||
| /s/ Johannes Laurens de Zwart | Manager B | |
| Johannes Laurens de Zwart | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on June 11, 2021.
| RDC Malta Limited | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Colleen W. Grable | Director (Principal Executive, Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Nicholas Trapani Galea Feriol | Director | |
| Nicholas Trapani Galea Feriol | ||
| /s/ Kevin Klein | Director | |
| Kevin Klein | ||
| /s/ John Borg Oliver | Director | |
| John Borg Oliver | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on June 11, 2021.
| RDC Offshore Luxembourg S.à r.l. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Manager A | |
| By: | /s/ Marco Weijermans | |
| Name: | Marco Weijermans | |
| Title: | Manager B | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Manager A (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk | Manager A | |
| Nicolas Jaciuk | ||
| /s/ Marco Weijermans | Manager B | |
| Marco Weijermans | ||
| /s/ Johannes Laurens de Zwart | Manager B | |
| Johannes Laurens de Zwart | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in St. Julian’s, Malta, on June 11, 2021.
| RDC Offshore Malta Limited | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Colleen W. Grable | Director (Principal Executive, Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Nicholas Trapani Galea Feriol |
Director
| |
| Nicholas Trapani Galea Feriol | ||
| /s/ Kevin Klein |
Director
| |
| Kevin Klein | ||
| /s/ John Borg Oliver | Director | |
| John Borg Oliver | ||
| Authorized Representative in the United States | ||
| /s/ Davor Vukadin | ||
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| RoCal Cayman Limited | ||
| By: | /s/ Colleen W. Grable | |
| Name: | Colleen W. Grable | |
| Title: | Vice President, Treasurer and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President and Director (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Colleen W. Grable | Vice President, Treasurer and Director (Principal Financial and Accounting Officer) | |
| Colleen W. Grable | ||
| /s/ Derek Sample | Vice President, Secretary and Director | |
| Derek Sample | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| Rowan Companies Limited | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan Cross | Director (Principal Executive, Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ Thomas Burke | Director | |
| Thomas Burke | ||
| /s/ Gilles Luca | Director | |
| Gilles Luca | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| Rowan Companies, LLC | ||
| By: | /s/ Jonathan Cross | |
| Name: | Jonathan Cross | |
| Title: | President | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan Cross | President (Principal Executive, Financial and Accounting Officer) | |
| Jonathan Cross | ||
| /s/ Peter Wilson | Manager | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney | Vice President and Secretary | |
| Stephen L. Mooney |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Rowan Drilling (Gibraltar) Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty |
Director
| |
| Abhay M. Shetty | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Cayman Islands, on June 11, 2021.
| Rowan Drilling (Trinidad) Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Vice President, Secretary and Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Stephen L. Mooney | President and Director (Principal Executive Officer) | |
| Stephen L. Mooney | ||
| /s/ Ben Rose |
Vice President, Treasurer and Director | |
| Ben Rose | (Principal Financial and Accounting Officer) | |
| /s/ Kevin Klein | Vice President, Secretary and Director | |
| Kevin Klein | ||
| /s/ Keith Crane | Vice President | |
| Keith Crane | ||
| /s/ Jamie Nelson |
Director
| |
| Jamie Nelson | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Aberdeen, Scotland, on June 11, 2021.
| Rowan Drilling (U.K.) Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | President and Chairman of the Board | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | President, Director and Chairman of the Board (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Jonathan Cross | Secretary and Director | |
| Jonathan Cross | ||
| /s/ Stephen L. Mooney | Vice President and Director | |
| Stephen L. Mooney | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Ciudad de Mexico, Mexico, on June 11, 2021.
| Rowan Drilling S. de R.L. de C.V. | ||
| By: | /s/ Joseph Pope | |
| Name: | Joseph Pope | |
| Title: | Secretary | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Joseph Pope | Secretary (Principal Executive, Financial and Accounting Officer) | |
| Joseph Pope | ||
|
/s/ Jose Alejandro Reyna Castorena |
Member | |
| Jose Alejandro Reyna Castorena | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Rowan Drilling Services Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Director (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Kevin Klein |
Director
| |
| Kevin Klein | ||
| /s/ Derek Sample |
Director
| |
| Derek Sample | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on June 11, 2021.
| Rowan International Rig Holdings S.à r.l. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Manager A | |
| By: | /s/ Marco Weijermans | |
| Name: | Marco Weijermans | |
| Title: | Manager B | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Manager A (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk | Manager A | |
| Nicolas Jaciuk | ||
| /s/ Marco Weijermans | Manager B | |
| Marco Weijermans | ||
| /s/ Johannes Laurens de Zwart | Manager B | |
| Johannes Laurens de Zwart | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
| Rowan Marine Services LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President and Secretary | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Nicolas Jaciuk | President (Principal Executive Officer) | |
| Nicolas Jaciuk | ||
| /s/ Darin Gibbins |
Vice President and Treasurer and Director (Principal Financial and Accounting Officer) | |
| Darin Gibbins | ||
| /s/ Christian Ochoa | Vice President and Secretary | |
| Christian Ochoa |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Rowan N-Class (Gibraltar) Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty |
Director
| |
| Abhay M. Shetty | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| Rowan No. 1 Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in London, England, on June 11, 2021.
| Rowan No. 2 Limited | ||
| By: | /s/ Peter Wilson | |
| Name: | Peter Wilson | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Peter Wilson | Director (Principal Executive, Financial and Accounting Officer) | |
| Peter Wilson | ||
| /s/ Stephen L. Mooney | Director | |
| Stephen L. Mooney | ||
| /s/ John Winton | Director | |
| John Winton | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Rowan Norway Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Nicolas Jaciuk | Director | |
| Nicolas Jaciuk | ||
| /s/ Abhay M. Shetty | Director | |
| Abhay M. Shetty | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Rowan Offshore (Gibraltar) Limited | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Director (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney |
Director
| |
| Stephen L. Mooney | ||
| /s/ Abhay M. Shetty |
Director
| |
| Abhay M. Shetty | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on June 11, 2021.
| Rowan Offshore Luxembourg S.à r.l. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: | Manager A | |
| By: | /s/ Marco Weijermans | |
| Name: | Marco Weijermans | |
| Title: | Manager B | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Manager A (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Manager A | |
| Stephen L. Mooney | ||
| /s/ Marco Weijermans | Manager B | |
| Marco Weijermans | ||
| /s/ Johannes Laurens de Zwart | Manager B | |
| Johannes Laurens de Zwart | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Grand-Dutchy, Luxembourg, on June 11, 2021.
| Rowan Rigs S.à r.l. | ||
| By: | /s/ Kevin Klein | |
| Name: | Kevin Klein | |
| Title: |
Manager A | |
| By: | /s/ Johannes Laurens de Zwart | |
| Name: | Johannes Laurens de Zwart | |
| Title: | Manager B | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Kevin Klein | Manager A (Principal Executive, Financial and Accounting Officer) | |
| Kevin Klein | ||
| /s/ Stephen L. Mooney | Manager A | |
| Stephen L. Mooney | ||
| /s/ Marco Weijermans | Manager B | |
| Marco Weijermans | ||
| /s/ Johannes Laurens de Zwart | Manager B | |
| Johannes Laurens de Zwart | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Ciudad de Mexico, Mexico, on June 11, 2021.
| Rowan S. de R.L. de C.V. | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Secretary | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Ben Rose |
Chief Executive Officer, Chairman and Member | |
| Ben Rose | Principal Executive, Financial and Accounting Officer | |
| /s/ Christian Ochoa |
Secretary
| |
| Christian Ochoa | ||
| /s/ Darin Gibbins | President and Member | |
| Darin Gibbins | ||
| /s/ Rogelio Lopez Velarde Estrada | Member and Alternate Secretary | |
| Rogelio Lopez Velarde Estrada | ||
| /s/ Davor Vukadin |
Authorized Representative in the United States
| |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Wilmington, Delaware, on June 11, 2021.
| Rowan Services LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Vice President and Secretary | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ John Winton | President (Principal Executive Officer) | |
| John Winton | ||
| /s/ Paula Hall |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Paula Hall | ||
| /s/ Christian Ochoa | Vice President and Secretary | |
| Christian Ochoa |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Gibraltar, on June 11, 2021.
| Rowan US Holdings (Gibraltar) Limited | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Christian Ochoa | Director (Principal Executive, Financial and Accounting Officer) | |
| Christian Ochoa | ||
| /s/ Kevin Klein |
Director
| |
| Kevin Klein | ||
| /s/ Derek Sample |
Director
| |
| Derek Sample | ||
| /s/ Nicolas Pitaluga | Director | |
| Nicolas Pitaluga | ||
| /s/ Louis Triay | Director | |
| Louis Triay | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dallas, Texas, on June 11, 2021.
| Rowandrill, LLC | ||
| By: | /s/ Christian Ochoa | |
| Name: | Christian Ochoa | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
|
/s/ Jason Morganelli |
President (Principal Executive Officer) | |
| Jason Morganelli | ||
| /s/ Derek Sample |
Vice President and Treasurer (Principal Financial and Accounting Officer) | |
| Derek Sample | ||
| /s/ Christian Ochoa | Vice President and Secretary | |
| Christian Ochoa |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on June 11, 2021.
| Valaris Holdco 1 Limited | ||
| By: | /s/ Jonathan H. Baksht | |
| Name: | Jonathan H. Baksht | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan H. Baksht | Director (Principal Executive, Financial and Accounting Officer) | |
| Jonathan H. Baksht | ||
| /s/ Garth Lorimer-Turner | Director | |
| Garth Lorimer-Turner | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda, on June 11, 2021.
| Valaris Holdco 2 Limited | ||
| By: | /s/ Jonathan H. Baksht | |
| Name: | Jonathan H. Baksht | |
| Title: | Director | |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated below as of June 11, 2021.
| Signature | Title | |
| /s/ Jonathan H. Baksht | Director (Principal Executive, Financial and Accounting Officer) | |
| Jonathan H. Baksht | ||
| /s/ Garth Lorimer-Turner | Director | |
| Garth Lorimer-Turner | ||
| /s/ Davor Vukadin | Authorized Representative in the United States | |
| Davor Vukadin |
Exhibit 3.223
| CERTIFICATE OF FORMATION OF ROvV Af~ l'vIARINE SERVICES LLC FI l E In the Office the Secretary of State of Texas 1 9 2019 This Ce1iificate of Formation of Rowan Marine Services LLC (the "Company") is being executed and filed by the undersigned authorized person on December 19, 2019. FIRST: SECOND: The Company is being formed pursuant to a plan of conversion. The prior name of the Company was Rowan Marine Services, Inc. THIRD: The prior address of the Company was 5450 Transco Tower, 2800 Post Oak Blvd., Houston, Texas 77056. FOURTH: The Company was, prior to the completion of the plan of conversion, a corporation, duly f01111ed under the laws of the state of Texas. FIFTH: SIXTH: The Company was formed as a corporation on June 8, 1992. The new name of the Company is Rowan Marine Services LLC. SEVENTH: The initial address of the registered office of the Company in the State of Texas is 206 E. 9th Street, Suite 1300, in the City of Austin, Texas 78701, and the name of the Company's registered agent for service of process at that address is Capitol Corporate Services, Inc. EIGHTH: The Company will not have managers. The Company will be governed by its members, and the name and address of the initial member is Rowan Companies, Inc., 584 7 San Felipe, Suite 3300, Houston, Texas 77057. NINTH: The purpose for which the Company is formed is for the transaction of any and all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code. TENTH: The organizer of the Company is Darin Gibbins, and his address is 5847 San Felipe, Suite 3300, Houston, Texas 77057. ELEVENTH: This Certificate of F01mation shall be effective when filed with the secretary of state. TWELFTH: The undersigned affinns that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of pe1jury that the undersigned 1s authorized to execute the filing instrument. 23. Certificate of Formation/ Rowan Marine Services LLC |
| IN WITNESS V/HEREOF .. the undersigned has executed this Certificate of Formation as of the date first set forth above. Title: Organizer 23. Certificate ofFormalion / Rowan Marine Savices LLC |
Exhibit 3.224
| THE COMPANIES ACT COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROWAN N-CLASS (GIBRALTAR) LIMITED 1. The name of the Company is Rowan N-Class (Gibraltar) Limited. 2. The registered office of the Company will be situate in Gibraltar. 3. The objects for which the Company is established are:- (1) To do all such things as are lawful to be done by a Company registered under the Companies Act of Gibraltar. (2) To establish, maintain, support and operate shipping and drilling services including both offshore exploratory and development drilling, testing and completing, working over, side tracking and deepening of wells and all ancillary services and for these purposes or as independent undertakings, to import, export to and from any part of the world, purchase, take in exchange, charter, hire, build, construct, or otherwise acquire, and to own, work, manage, man, provide or contract personnel, contract and trade with mobile offshore drilling platforms, motor and other vehicles, steam, sailing, motor and other ships, trawlers, drifters, tugs and vessels, and aircraft with all necessary and convenient equipment, engines, tackle, gear, furniture and stores, or any shares or interest in platforms, rigs, ships, vessels, aircraft, motor and other vehicles, including shares, stocks or securities of companies possessed of or interested in any platforms, rigs, ships, aircraft or vehicles and to maintain, repair, fit out, refit, improve, insure, alter, sell, exchange or let out on hire or hire purchase, or charter or otherwise deal with and dispose of any of the platforms, rigs, ships, vessels, aircraft and vehicles, shares, stock and securities or any of the engines, tackle, gear, furniture, equipment and stores of the Company. (3) To undertake and carry on all or any of the trade and businesses of shippers, ship owners, ship brokers, shipping agents and insurance brokers, underwriters, ship managers, tug owners, loading brokers, freight contractors, carriers. by land, air and water, transport, haulage and general contractors, barge owners, lightermen, railway and forwarding agents, dock owners, engineers, ice merchants, refrigerators, store keep~rs, ships' store merchants, ships' husbands, stevedores, warehousemen, wharfingers, salvors, ship builders, ship repairers, manufacturers of and dealers in rope, tarpaulins, waterproofs, machinery, engines, nautical instruments and ships' rigging, gear, fittings and equipment of every description, importers and exporters of and dealers in goods, provisions, live and dead stock, commodities, articles, chattels, merchandise and property of every kind. |
| (4) To carry on business throughout the world as advisers, consultants, capitalists, financiers, concessionaires and merchants and to -undertake and carry on and execute and advise others for profit or otherwise to invest in and manage for others all kinds of financial, commercial, trading and other operations; to guarantee-the banking account, obligations and contracts of any person, firm or company with or without consideration and to give all kinds of guarantees, indemnities and third party securities; to act as manager, nominee, trustee, agent, factor, broker, executor, administrator, receiver for or otherwise on behalf of companies, corporations, firms or persons, whether gratuitously or for reward and to carry out controlled activities and perform financial services whether regulated or otherwise, and to act as a holding company, to hold, subscribe for, purchase, underwrite, acquire, sell and deal in shares, stocks, funds, debentures and debenture stocks or other obligations of any government, authority, body of persons, company or corporation, and to hold, purchase or acquire, sell and deal in mortgages, negotiable instruments, obligations and property of every kind and any options or rights in respect thereof. (5) To carry on business throughout the world and to act as manufacturers, merchants, traders, commission agents, carriers, or in any other capacity, and to import, export, buy, sell, barter, exchange, pledge, make advances upon, or otherwise deal in commodities, goods, produce, articles, and merchandise of all kinds, both wholesale and retail, and to transact every kind of marketing and agency business and generally to engage in any business or transaction which may seem to the Company directly or indirectly conducive to its interests and to carry out all types of research. (6) To purchase for investment or resale and to traffic in land and house and other property of any tenure and any interest therein and create, sell and deal in freehold and leasehold ground rents, and to make advances upon security of land or house or other property or any interest therein and generally to deal in, traffic by way of sale, lease, exchange or otherwise with land or house property and any other property whether real or personal anywhere in the world; to develop and turn to account any land acquired by the Company or in which the Company is interested, and in particular by laying out and preparing the same for building purposes, constr"1cting, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement, and by advancing money to and entering into contracts and arrangements of all kinds with builders; tenants and others. (7) To undertake and carry on the business of accident, employers' liability, fidelity guarantee, third party, burglary or th~ft, fire, life, marine, storm, vehicle, plate glass and mortgage or other investment insurance, or any of them, and to transact all or any other kinds of insurances and carry on all or any class of insurance business. (8) To carry on business as insurers, insurance managers, brokers and agents, and underwriting agents in all classes of insurance and reinsurance and as insurance advisers, pensions advisors, and consultant assessors, valuers, surveyors and average adjusters and mortgage brokers, and to undertake the provisions of hire purchase and credit sale finance and to act as factors. |
| (9) To carry on the business of a telephone, telegraph, cable and wireless communications company and to establish, work, manage, sell, hire out and maintain telephone exchanges, cable communications, telegraph offices and radio and television receiving and transmitting stations and any other application of information or communication technology whether involving sounds, visual images, electrical impulses or otherwise. (10) To carry on electronic trade and e-commerce and to carry on business as internet service providers and web-site designer, to design, create and market e commerce systems and e-commerce planning and marketing services, to provide graphic design and animation and consultancy services in web-enabling software, date collection and web-writing. (11) To carry on the business of designing, manufacturing, selling, hiring out, leasing, buying, installing, maintaining, repairing and operating computer hardware and software and accessories of all kinds, recording instruments and electronics, electrical and mechanical apparatus, equipment and fittings of all kinds whatsoever. To purchase or otherwise acquire, construct, maintain and deal with land, submarine and earth satellite telegraphs (including all other electrical, electronic or other apparatus for transmitting message or information by any means) and also lands, works, buildings and apparatus in any part of the world. (12) To manage, establish and maintain or procure the establishment and maintenance of any share option or share incentive or profit sharing schemes or trusts or any non-contributory or contributory pension or superannuation schemes or funds for the benefit of, and to make or give or procure the making or giving of loans, donations, gratuities, pensions, allowances or emoluments whether in money or moneys worth to, or to trustees on behalf of, any persons who are or were at any time in the employment or service of the company, or of any company which is a subsidiary of the company oi- · is allied to or associated with · the company or with any such subsidiary company or who are or were at any time directors or officers of the company or of any such other company as aforesaid, or any persons in whose welfare the company or any such other company as aforesaid is or has been at any time interested, and the wives, husbands, widows, widowers, families and dependants of any such persons. (13) To establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the company or of any such other company as aforesaid, or of any such persons as aforesaid, and to make payments for or towards the insurance of any such persons as aforesaid. (14) To invest the capital and other moneys of the Company in the purchase or upon the security of shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any Company, Corporation or undertaking of whatever nature and wheresoever constituted or carrying on business, and shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and other securities issued or guaranteed by any Government, Sovereign Ruler, Commissioners, Trust, Municipal, Local or other authority or body of whatever nature anywhere in the world. |
| (15) To invest money in such manner as may from time to time be thought proper to .. negotiate loans of every description and to vary the investments of the Company and to open, operate and close accounts with banks or other financial institutions. (16) To ·carry on business as tourist agents and contractors and to promote the provision of conveniences of all kinds in the way of through tickets, circular tickets, sleeping cars or berths, reserved places, hotel and lodging accommodation, guides, safe deposits, enquiry bureaux, libraries, lavatories, reading rooms, baggage transport and otherwise. (17) To carry on business as hotels keepers, lodging house and restaurant keepers, transport agents, insurance agents, bankers and innkeepers. (18) To carry on business of proprietors of docks, wharves, jetties, piers and stores, dredgers, tug owners, manufacturers, merchants, traders, commission agents, shipowners, carriers o~ in any other capacity in any part of the world, and to manufacture, produce, import, export, buy, sell, charter, exchange, pledge, make advances upon or otherwise deal in goods, produce, articles and merchandise. (19) To acquire by purchase, exchange or otherwise, either for an estate in fee simple or for any less estate or interest, whether in possession or in reversion and whether vested or contingent, lands, houses, buildings, tenements and premises of any tenure whether subject or not to any charges or encumbrances, and to hold ..or to sell, let, alienate, mortgage, charge or otherwise deal with all or any of such lands, houses, buildings, tenements and premises. (20) To construct, erect and maintain either by the Company or other parties, sewers, roads, streets, works, buildings, houses, flats, shops and all other works erection and things of any description whatsoever, either upon the lands acquired by the Company or upon other property of the Company. (21) To let on lease any such premises or parts thereof and to provide such facilities for the occupiers or tenants thereof as are commonly provided in residential flats, businesses, offices or hotels. (22) To remunerate any person, firm or company rendering services to the Company, either by cash payment or by the allotment to him or them of shares or securities of the Company credited as fully paid up in full or part or otherwise as may be thought expedient. (23) To sell, let, lease, grant licences, easements and other rights over and in any other manner, dispose of or deal with the whole or any part of the undertaking property, assets, rights, effects, and business of the Company for such consideration as may be thought fit and in particular for a rent or rents or stock, shares, debentures, debenture stock or other obligations of any other Company. (24) To purchase or otherwise acquire for any estate or interest any property or assets or any concession, licences, grants, patents, trade marks or other exclusive or non-exclusive rights of any kind which may appear to be necessa· ry or convenient for any business of the Company, and to develop and turn to account and deal with the same in any manner as may be thought expedient and to make experiments, and tests and to carry on all kinds of research work. |
| (25) To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular by mortgages or charges upon the undertaking and all or any of the property and assets (present), and the uncalled capital the Company, or by the creation and issue on such terms and conditions as may be thought expedient of _ debentures stock or other securities of any description. (26) To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, the payment and repayment of the capital and principal of and dividends, interest or premiums payable on any stock, shares and securities of any company whether having objects similar to those of this Company or l"\Ot and to give all kinds of indemnities. (27) To draw, make, accept, endorse, discount, negotiate, execute, issue, buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments. (28) Either with or without the Company receiving any consideration or advantage direct or indirect to secure, guarantee or undertake in any manner and upon any terms whatsoever the payment of any sum of money or the performance of any obligation by any person, firm or company including but without prejudice to the generality of the foregoing any holding, subsidiary or associated company. (29) To amalgamate or enter into partnership or any joint purse or profit sharing arrangements with and to co-operate in any way with or assist or subsidise any company, firm or person, and to purchase or otherwise acquire and undertake all or any part of the business property and liabilities of any person, body or company trading in any business which this Company is authorised to carry on or possess any property suitable for the purposes of the Company. (30) To acquire upon such terms as the Directors shall think fit, all or any of the stocks, shares and securities of and the whole of or any interest in the undertaking and business of any companies, firms or persons carrying on any business suitable for the purposes of the Company, without prejudice to the generality of this object. (31) To promote or concur in the promotion of any company the promotion of which shall be considered desirable. (32) To procure the Company to be registered or recognised in any country, state or place abroad and to comply with any conditions necessary or expedient in order to enable the Company to carry on business in any country, state or place abroad. (33) To subscribe or guarantee money for any national, charitable benevolent, public, general or useful object, or for any exhibition, or any purpose which may be considered likely directly or indirectly to further the objects of the Company or the interests of its members. (34) To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital may be made except with the sanction (if any) for the time being required by law. |
| (35) To take part in the management, supervIsIon, or control of the business or operations of any Company or undertaking and for that purpose to appoint and remunerate any Directors, Accountants or other experts or agents. (36) To grant pensions or gratuities to any employees or ex-employees and to officers and ex-officers (including Directors and ex-Directors) of the Company or its predecessors in business, to the relations connections or dependants of any such person, and to establish or support associations, institutions, clubs, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interest of the Company or of its members and to establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company's employees to enable them to purchase shares of the Company, and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees or any of them. (37) To do all or any of the things and matters aforesaid in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others. (38) To remunerate any c.ompany, firm or person for services rendered in the promotion of the Company or the issue or placing of the shares, stock, debentures, debenture stock or other obligations of the Company and to pay all expenses incurred in c_ onnection with such promotion or the creation, issue and placing of any shares, stock, debentures, debenture stock or other obligations. (39) To do all or any other acts and things which in the opinion of the Company may be conducive or incidental to the objects of the Company. AND it is hereby declared that the objects of the 9ompany as specified in each of the foregoing paragraphs of this clause (except only if and so far as otherwise expressly provided in any paragraph) shall be separate and distinct objects of the Company and shall not be in anyway limited by reference to any other paragraph or the order in which the same occur or the name of the Company. In particular the objects set forth in the foregoing paragraphs of this clause shall not be deemed to qualify restrict or reduce the powers of the Company under paragraph (1) of this Clause. 4. The liability of the members is limited. 5. The Share Capital of the Company is US$2,000.00 divided into 2,000 Ordinary shares of US$1 .00 each. The shares in the original or · any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. |
| WE, the several persons whose names, addresses and descriptipns are subscribed are desirous of beirig formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names. Names, Addresses and Number of Shares Descriptions of taken by each Subscribers Subscriber MARINE BLUE LIMITED SUITE 1, BURNS HOUSE 19 TOWN RANGE GIBRALTAR CORPORATION DAT~D the 14 February 2012 Gaetto ' 5 A uitania House Varyl Begg Estate Gibraltar Company Administrator ONE HUNDRED --------------------------- -------------- |
| THE COMPANIES ACT COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROWAN N-CLASS (GIBRALTAR) LIMITED 1. Subject as hereinafter provided the regulations in Table "A" in the First Schedule to the Companies Act shall apply to the Company. 2. Clauses 3, 34, 66, 69, 72, 73, 74, 75, 76 and 77 of Table "A" shall not apply to the Company. 3. The Company is a Private Company and accordingly:- (a) The right to transfer shares in the Company shall be restricted in the manner hereinafter appearing. (b) The number of members of the Company (not including persons who are in the employment of the Company and persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of that employment to be members of the Company) is limited to fifty; Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of the paragraph be treated as a single member. (c) No invitation shall be made to the Public to subscribe for any shares or debentures of the Company. (d) The Company shall not have power to issue Share Warrants to bearer. 4. The Share Capital of the Company is US$2,000.00 divided into 2,000 Ordinary shares of US$1 .00 each. 5. Save as the Company may by Ordinary Resolution otherwise direct, the shares in the Company shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper, but so that no shares be issued at a discount, except in accordance with the Act. |
| 6. The Register of Members of the Company shall be kept rn Gibraltar and the Company shall not keep any other Register outside Gibraltar. 7. One member personally present shall form a quorum at a General Meeting and accordingly in Clause 45 of Table "A" the word "three" shall be substituted by the word "one". 8. The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors, or General meetings or otherwise in or about the business of the Company. 9. A Director who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interest in manner required by Section 200 of the Act. A Director may vote in- respect of any such contract or proposed contract and if he does so vote his vote shall be counted and he shall be capable of constituting a quorum at any meeting of the Directors at which any such contract or proposed contract shall come before the Board for consideration. 10.A Director may hold any other office or place under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. 11.Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director provided that nothing herein contained shall authorise a Director or his firm to act as Auditor of the Company. 12. The office of a Director shall be vacated in any of the following events, namely:- (a) If he becomes prohibited by law from acting as a D_ irector. (b) (If not being an Executive Director holding office as such for a fixed term) he resigns by writing under his hand left at the office. (c) If he has a receiving order made against him or compounds with his creditors generally. (d) If he becomes of unsound mind. (e) If he be absent from meetings of the Directors for six months without leave and the Directors resolve that his office be vacated. |
| (f) 13 (a) (b) If he shall hold any office or place of profit in competition with the Company. The appointment and removal of Directors shall be effected by Ordinary Resolution of the Company in General Meeting. The Company may by Ordinary Resolution in General Meeting appoint a sole Director. The Company may from time to time in General Meeting increase or reduce the number of Directors. Any casual vacancy occurring in the Board of Directors may be filled by the Directors appointing another person to fill the vacancy for such period as the vacancy exists. The Directors may also appoint additional Directors, subject to the maximum number permitted from time to time. 14. Clause 82 of Table "A" shall be amended by the addition of the following words at the end of the clause "except when the Company has by Ordinary Resolution in General Meeting appointed a sole Director in which case such Director shall be empowe· red to act a[one". 15.Any Director may at any time appoint any person approved by the Directors to be an Alternate Director of the Company and may at any time remove any A[ternate Director so appointed by him. An Alternate Director so appointed sha!I be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointer by way of remuneration for his services as a Director as the appointer may by notice in writing to the Company from time to time direct; but save as aforesaid shall not in respect of such appointment be entitled to receive any remuneration from the Company, nor be required to hold any qualifications but shall otherwise be subject to the provisions of these presents with regard to Directors. An Alternate Director shall (subject to his giving to the Company an address in Gibraltar at which notices may be served upon him) be entit[ed to receive notices of all meetings of the Directors, and to attend and vote as a Director at any such meetings at which the Director appointing him is not personally present, and generally at such meetings to perform all the functions of his appointer as a Director in the absence of such appointor: An Alternate Director shall ipso facto cease to be an Alternate Director if his Appointor ceases for any reason to be a Director, provided that if any Director retires by rotation but is re-elected at the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not so retired. All appointments and removals of Alternate Directors shall be effected by writing under the hand of the Directors making or revoking such appointment left at the office. 16.AII cheques, promissory notes, drafts, bi!ls of exchange and other negotiable or transferable 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 the Directors shall from time to time by resolution determine. |
| 17. The Secretary shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract or service between him and the Company. 18.Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, arid may vest any such specific assets in trustees as may seem expedient to the directors. 19. The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. 20. The Directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. 21 . The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, debentures, debenture stocks, notes or other obligations of the Company charged upon all or any part of the property of the Company (present and future) including its uncalled capital for the time being. 22. The Company may, upon the recommendation of the Directors by Ordinary Resolution resolve that it is desirable to capitalise ariy sum standing to the credit of profit or loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitaiised to the members in the proportion in which the sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf, either in or towards paying up the amounts outstanding if any for the time being paid on any shares held by such members respectively or in paying up in full un-issued shares or debentures to the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed credited as fully paid up amongst such members in the proportion aforesaid or partly in one way and partly in another. 23. The Company may from time to time by Specfal Resolution increase the Share Capital by such sum to be divided into shares of such amount as the Resolution shall prescribe. 24. Subject to the provisions of the Act, every Director, Auditor, Secretary or other Officer_ of the Company shall be entitled to be indemnified by the Company against all costs, |
| charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto. 25.A Memorandum in writing signed by all the Directors of the Company for the time being and pasted in or attached to the Minute Book and taking the form of one or more documents in writing or by telex, telegram, cable, facsimile or other written electronic communication shall be as effective for all purposes as a Resolution of the Directors passed at a Meeting duly convened, held and constituted. 26.Any one of more members of the Board of Directors may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 27.A Memorandum in writing signed by all the Members of the Company for the time being and pasted in or attached to the Minute Book and taking the form of one or more documents in writing or by telex, telegram, cable, facsimile or other written electronic communication shall be as effective for all purposes as a Resolution of the Company passed in General Meeting duly convened and held. 28. The Directors may from time to time and at any time by power of attorney appoint any company, firm or ·person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the power~. authorities and discretions vested in him. 29. If the Company shall be wound up the liquidator may, with the sanction of an Extraordinary Resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members to different classes of members. The Liquidator may with the like sanction, vest the whole or any part or the such asset in trustees upon such trusts for the benefit of contributories as the liquidator with the like sanction shall think fit, but so that no member shall be compelled to accept any shares or other securities whereupon there is any liability. 30. Subject to the provisions of the Act, the Company may purchase its own shares (including any Redeemable Preference Shares) and make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares. |
| ------------------------------------------------------------------------------------ NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS --------------------------------------------------------------------------- MARINE BLUE LIMITED SUITE 1, BURNS HOUSE 19 TOWN RANGE GIBRALTAR CORPORATION --------------------------------------------------------------------------- OATED the 14 February 2012 Witness to the t)ove signatures:- Company Administrator |
Exhibit 3.225
| Certificate of the Incorporation of a Company No. of Company: 107363 IT IS HEREBY CERTIFIED that Rowan N-Class (Gibraltar) Limited is this day incorporated under the Companies Act and that the company is limited. Given at Gibraltar, this 15th day of February Two Thousand and Twelve. behalf of the r of Companies |
Exhibit 3.226
| THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROWAN NO.1 LIMITED Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the Company and to take at least one share. Name of each subscriber Authentication by each subscriber ABOGADO NOMINEES LIMITED Dated 11th April 2012 11 Apr 2012 11:40 Memorandum of Association - 1 - |
Exhibit 3.227
| THE COMPANIES ACT 2006 __________________________________________ PRIVATE COMPANY LIMITED BY SHARES __________________________________________ ARTICLES OF ASSOCIATION OF ROWAN NO.1 LIMITED PART 1 PRELIMINARY 1. Articles of association These articles constitute the articles of association of the company. No regulations contained in any statute or subordinate legislation, including the regulations contained in Schedule 1 to The Companies (Model Articles) Regulations 2008, apply to the company. INTERPRETATION AND LIMITATION OF LIABILITY 2. Defined terms In the articles, unless the context requires otherwise: "alternate" or "alternate director" has the meaning given in article 25; "appointor" has the meaning given in article 25; "articles" means the company’s articles of association; "bankruptcy" includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy; "call" has the meaning given in article 38; "call notice" has the meaning given in article 38; "chairman" has the meaning given in article 14; "chairman of the meeting" has the meaning given in article 63; "Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company; "company’s lien" has the meaning given in article 36; "director" means a director of the company, and includes any person occupying the position of director, by whatever name called and "directors" means the directors or any of them acting as the board of directors of the company; "distribution recipient" has the meaning given in article 54; "document" includes, unless otherwise specified, any document sent or supplied in electronic form; "electronic form" has the meaning given in section 1168 of the Companies Act 2006; "fully paid" in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company; 11 Apr 2012 11:40 Articles of Association - 1 - |
| "hard copy form" has the meaning given in section 1168 of the Companies Act 2006; "holder" in relation to shares means the person whose name is entered in the register of members as the holder of the shares; "instrument" means a document in hard copy form; "lien enforcement notice" has the meaning given in article 37; "member" has the meaning given in section 112 of the Companies Act 2006; "office" means the registered office of the company; "ordinary resolution" has the meaning given in section 282 of the Companies Act 2006; "paid" means paid or credited as paid; "participate", in relation to a directors’ meeting, has the meaning given in article 12; "partly paid" in relation to a share means that part of that share’s nominal value or any premium at which it was issued has not been paid to the company; "proxy notice" has the meaning given in article 69; "secretary" means the secretary of the company or any other person appointed to perform the duties of the secretary of the company, including a joint, assistant or deputy secretary; "shares" means shares in the company; "special resolution" has the meaning given in section 283 of the Companies Act 2006; "subsidiary" has the meaning given in section 1159 of the Companies Act 2006; "transmittee" means a person entitled to a share by reason of the death or bankruptcy of a member, or in consequence of the merger or consolidation of any member being a corporation, or otherwise by operation of law; and "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise. Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company. Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of: (a) any subordinate legislation from time to time made under it; and (b) any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts. Clause and paragraph headings are inserted for ease of reference only and shall not affect construction. 3. Liability of members The liability of the members is limited to the amount, if any, unpaid on the shares held by them. PART 2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES 4. Directors’ general authority Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company. 5. Members’ reserve power 11 Apr 2012 11:40 Articles of Association - 2 - |
| (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such direction invalidates anything which the directors have done before the passing of the resolution. 6. Directors may delegate (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles: (a) to such person or committee; (b) by such means (including by power of attorney); (c) to such an extent; (d) in relation to such matters or territories; and (e) on such terms and conditions; as they think fit. (2) Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated. (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions. 7. Committees (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors. (2) The directors may co-opt persons other than directors onto any such committee. Any such co-opted persons may enjoy voting rights in the committee. The co-opted members shall be less than one half of the total membership of the committee and a resolution of any committee shall be effective only if a majority of the members present are directors. (3) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them. 8. Associate directors The directors may appoint any person to any office or employment having a designation or title including the word "director" and/or may attach such a designation or title to any existing office or employment with the company and may terminate any such appointment or the use of any such designation or title. The inclusion of the word "director" in the designation or title of any such office or employment shall in no way imply that the holder is a director of the company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a director of the company for any of the purposes of the articles. DECISION-MAKING BY DIRECTORS 9. Directors to take decisions collectively (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 10. (2) If: (a) the company only has one director; and (b) no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making, save that he shall comply with the requirements of article 19. 10. Unanimous decisions 11 Apr 2012 11:40 Articles of Association - 3 - |
| (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter. (2) Such a decision may take the form of a resolution in writing where each eligible director has signed one or more copies of it, or to which each eligible director has otherwise indicated agreement in writing. (3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting (but excluding any director whose vote is not to be counted in respect of the particular matter). (4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting. 11. Calling a directors’ meeting (1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the secretary (if any) to give such notice. (2) Notice of any directors’ meeting must indicate: (a) its proposed date and time; (b) where it is to take place; and (c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. (3) Notice of a directors’ meeting must be given to each director, but need not be in writing. (4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it. 12. Participation in directors’ meetings (1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when: (a) the meeting has been called and takes place in accordance with the articles; and (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting. (2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other. (3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. In default of such a decision, the meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. 13. Quorum for directors’ meetings (1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting. (2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two. (3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision: (a) to appoint further directors; or (b) to call a general meeting so as to enable the members to appoint further directors. 11 Apr 2012 11:40 Articles of Association - 4 - |
| 14. Chairing of directors’ meetings (1) The directors may appoint a director to chair their meetings. (2) The person so appointed for the time being is known as the chairman. (3) The directors may terminate the chairman’s appointment at any time. (4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it. 15. Voting at directors’ meetings: general rules (1) Subject to the articles, each director participating in a directors’ meeting has one vote. (2) Subject to such disclosure as is required by law and the articles, a director who is interested in an actual or proposed transaction or arrangement with the company is to be counted as participating in the decision making process (including for this purpose any directors’ meeting or part of a directors’ meeting) for quorum and voting purposes. 16. Chairman’s casting vote at directors’ meetings If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting shall not have a casting vote. 17. Alternates voting at directors’ meetings A director who is also an alternate director has an additional vote on behalf of each appointor who is: (a) not participating in a directors’ meeting; and (b) would have been entitled to vote if they were participating in it. 18. Conflicts of interest (1) Subject to the articles, and provided that he has declared the nature and extent of his interest in accordance with the requirements of the Companies Acts, a director notwithstanding his office: (a) may be a party to, or otherwise interested in, any transaction or arrangement with the company or in which the company is otherwise interested; (b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the company or in which the company is otherwise interested; and (c) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any parent undertaking or subsidiary undertaking of the company, or any subsidiary undertaking of any parent undertaking of the company, or any body corporate in which any such parent undertaking or subsidiary undertaking is interested and: (i) unless the directors decide otherwise shall not, by reason of his office, be accountable to the company for any remuneration or other benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; (ii) shall not infringe his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company as a result of holding any such office or employment with or being a party to any such transaction or arrangement or otherwise being interested in any such body corporate; 11 Apr 2012 11:40 Articles of Association - 5 - |
| (iii) shall not be required to disclose to the company, or use in performing his duties as a director of the company, any information relating to any such office or employment if to make such a disclosure or use would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that office, employment, transaction, arrangement or interest; and (iv) may absent himself from discussions, whether in meetings of the directors or otherwise, and exclude himself from the receipt or use of information, which will or may relate to that office, employment, transaction, arrangement or interest. (2) The directors may authorise (subject to such terms and conditions, if any, as they may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation), to the fullest extent permitted by law: (a) any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and (b) a director to accept or continue in any office, employment or position in addition to his office as a director of the company (not being an office, employment or position which the director is authorised to hold pursuant to article 18(1)(b) and/or article 18(1)(c)) and may authorise the manner in which a conflict of interest arising out of such matter, office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises. (3) Any authorisation pursuant to article 18(2) is effective only if: (a) the matter in question was proposed in writing for consideration at a directors’ meeting, in accordance with normal procedures or in such other manner as the directors may approve; (b) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and (c) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted. (4) In relation to any matter, office, employment or position that has been authorised pursuant to article 18(2) (subject to such terms and conditions, if any, as the directors may think fit to impose from time to time, and subject always to their right to vary or terminate such authorisation or the permissions set out below): (a) the director shall not be required to disclose to the company, or use in performing his duties as a director of the company, any information relating to such matter, or such office, employment or position, if to make such a disclosure or use would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter, or that office, employment or position; (b) the director may absent himself from discussions, whether in directors’ meetings or otherwise, and exclude himself from the receipt or use of information, which will or may relate to that matter, or that office, employment or position; and (c) the director shall not, by reason of his office as a director of the company, be accountable to the company for any remuneration or other benefit which he derives from any such matter, or from any such office, employment or position. 19. Records of decisions to be kept The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors. 20. Directors’ discretion to make further rules 11 Apr 2012 11:40 Articles of Association - 6 - |
| Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors. APPOINTMENT OF DIRECTORS 21. Methods of appointing and removing directors (1) The holder or holders for the time being of more than one half in nominal value of the shares giving the right to attend and vote at a general meeting of the company may at any time and from time to time appoint any person who is willing to act as a director, and is permitted by law to do so, to be a director, either to fill a vacancy or as an additional director, and may remove any director from office. (2) Any appointment or removal of a director in accordance with article 21(1) must be effected by notice in writing to the company signed by the person making the appointment or removal or in any other manner approved by the directors. (3) The directors shall also have the power to appoint any person who is willing to act as a director, and is permitted by law to do so, to be a director, either to fill a vacancy or as an additional director. 22. Termination of director’s appointment A person ceases to be a director as soon as: (a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law; (b) a bankruptcy order is made against that person; (c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts; (d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; (f) notification is received by the company from the director that the director is resigning from office as director, and such resignation has taken effect in accordance with its terms; (g) that person is convicted of a criminal offence involving fraud or dishonesty and the directors resolve that he shall for that reason cease to be a director; (h) that person is removed as a director in accordance with article 21(1); or (i) that person is requested to resign in writing by all the other directors. In calculating the number of directors who are required to make such a request to the director: (A) an alternate director appointed by him acting in his capacity as such shall be excluded; and (B) a director and any alternate director appointed by him and acting in his capacity as such shall constitute a single director for this purpose, so that the signature of either shall be sufficient. 23. Directors’ remuneration (1) Directors may undertake any services for the company that the directors decide. (2) Directors are entitled to such remuneration as the directors determine: (a) for their services to the company as directors; and (b) for any other service which they undertake for the company. 11 Apr 2012 11:40 Articles of Association - 7 - |
| (3) Subject to the articles, a director’s remuneration may: (a) take any form; and (b) include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director. (4) Unless the directors decide otherwise, directors’ remuneration accrues from day to day. 24. Directors’ expenses The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at: (a) meetings of directors or committees of directors; (b) general meetings; or (c) separate meetings of the holders of any class of shares or of debentures of the company, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company. ALTERNATE DIRECTORS 25. Appointment and removal of alternates (1) Any director (the "appointor") may appoint as an alternate any other director, or any other person who is willing to act as a director, and is permitted by law to do so, and who has been approved by decision of the directors, to: (a) exercise that director’s powers; and (b) carry out that director’s responsibilities, in relation to the taking of decisions by the directors in the absence of the alternate’s appointor. (2) Any appointment or removal of an alternate must be effected by notice in writing to the company signed by the appointor or in any other manner approved by the directors. 26. Rights and responsibilities of alternate directors (1) An alternate director may act as alternate director for more than one director and has the same rights in relation to any decision of the directors as the alternate’s appointor. (2) Except as the articles specify otherwise, alternate directors: (a) are deemed for all purposes to be directors; (b) are liable for their own acts and omissions; (c) are subject to the same restrictions as their appointors; and (d) are not deemed to be agents of or for their appointors. (3) A person who is an alternate director and also a director is entitled, in the absence of his appointor, to a separate vote on behalf of his appointor, in addition to his own vote, on any decision of the directors, but shall not be counted as more than one director for the purposes of determining whether a quorum is present. (4) A person who is an alternate director but not a director: (a) may be counted as participating for the purposes of determining whether a quorum is present (but only if that person’s appointor is not participating); (b) may participate in taking a decision in accordance with article 10 (but only if that person’s appointor has not so participated); and 11 Apr 2012 11:40 Articles of Association - 8 - |
| (c) shall not be counted as more than one director for the purposes of articles 26(4)(a) and 26(4)(b). (5) An alternate director is not entitled to receive any remuneration from the company for serving as an alternate director except such part of the alternate’s appointor’s remuneration as the appointor may direct by notice in writing made to the company. 27. Termination of alternate directorship An alternate director’s appointment as an alternate terminates: (a) when the alternate’s appointor revokes the appointment by notice to the company in writing specifying when it is to terminate; (b) on the occurrence in relation to the alternate of any event which, if it occurred in relation to the alternate’s appointor, would result in the termination of the appointor’s appointment as a director; (c) on the death of the alternate’s appointor; (d) when the alternate’s appointor’s appointment as a director terminates; or (e) when the alternate director resigns his office by notice to the company. SECRETARY 28. Appointment and removal of secretary (1) The company is not required to have a secretary. However, a secretary may at any time and from time to time be appointed, in which case the remaining provisions of this Article 28 shall apply. (2) Subject to the articles, the secretary shall be appointed by the holder or holders for the time being of more than one half in nominal value of the shares giving the right to attend and vote at a general meeting of the company or the directors for such term, at such remuneration and upon such conditions as they may think fit and any secretary so appointed may be removed by such appointor(s). (3) Two or more joint secretaries, each of whom shall have full authority to act alone and independently of each other, may be appointed pursuant to the provisions of this article 28. PART 3 SHARES AND DISTRIBUTIONS ISSUE OF SHARES 29. Powers to issue different classes of share (1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution. (2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares. 30. Power to allot shares (1) None of the requirements of sections 561 and 562 of the Companies Act 2006 shall apply to the company. (2) The directors shall not exercise any power of the company to allot shares, or to grant rights to subscribe for or to convert any security into shares, except with the prior approval of a special resolution save that no such approval shall be required in respect of any allotment or grant to the holder or holders for the time being of not less than ninety per cent of the issued shares of the company. 31. Payment of commissions on subscription for shares 11 Apr 2012 11:40 Articles of Association - 9 - |
| (1) The company may pay any person a commission in consideration for that person: (a) subscribing, or agreeing to subscribe, for shares; or (b) procuring, or agreeing to procure, subscriptions for shares. (2) Any such commission may be paid: (a) in cash, or in fully paid or partly paid shares or other securities, or partly in one way and partly in the other; and (b) in respect of a conditional or an absolute subscription. Interests in Shares 32. Company not bound by less than absolute interests Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and except as otherwise required by law or the articles, the company is not in any way to be bound by or recognise any interest in a share other than the holder’s absolute ownership of it and all the rights attaching to it. SHARE CERTIFICATES 33. Certificates to be issued (1) The company must issue each member with one or more certificates in respect of the shares which that member holds. (2) Except as otherwise specified in the articles, all certificates must be issued free of charge. (3) No certificate may be issued in respect of shares of more than one class. (4) If more than one person holds a share, only one certificate may be issued in respect of it. 34. Contents and execution of share certificates (1) Every certificate must specify: (a) in respect of how many shares, of what class, it is issued; (b) the nominal value of those shares; (c) the amount paid up on them; and (d) any distinguishing numbers assigned to them. (2) Certificates must: (a) have affixed to them the company’s common seal; or (b) be otherwise executed in accordance with the Companies Acts. 35. Replacement share certificates (1) If a certificate issued in respect of a member’s shares is: (a) damaged or defaced; or (b) said to be lost, stolen or destroyed, that member is entitled to be issued with a replacement certificate in respect of the same shares. (2) A member exercising the right to be issued with such a replacement certificate: (a) may at the same time exercise the right to be issued with a single certificate or separate certificates; (b) must return the certificate which is to be replaced to the company if it is damaged or defaced; and 11 Apr 2012 11:40 Articles of Association - 10 - |
| (c) must comply with such conditions as to evidence, indemnity and the payment of a reasonable fee as the directors decide. PARTLY PAID SHARES 36. Company’s lien over partly paid shares (1) The company has a lien (the "company’s lien") over every share which is partly paid for any part of: (a) that share’s nominal value; and (b) any premium at which it was issued, which has not been paid to the company, and which is payable immediately or at some time in the future, whether or not a call notice has been sent in respect of it. (2) The company’s lien over a share: (a) takes priority over any third party’s interest in that share; and (b) extends to any dividend or other money payable by the company in respect of that share and (if the lien is enforced and the share is sold by the company) the proceeds of sale of that share. (3) The directors may at any time decide that a share which is or would otherwise be subject to the company’s lien shall not be subject to it, either wholly or in part. 37. Enforcement of the company’s lien (1) Subject to the provisions of this article, if: (a) a lien enforcement notice has been given in respect of a share; and (b) the person to whom the notice was given has failed to comply with it, the company may sell that share in such manner as the directors decide. (2) A lien enforcement notice: (a) may only be given in respect of a share which is subject to the company’s lien, in respect of which a sum is payable and the due date for payment of that sum has passed; (b) must specify the share concerned; (c) must require payment of the sum payable within 14 days of the notice; (d) must be addressed either to the holder of the share or to a transmittee of that holder; and (e) must state the company’s intention to sell the share if the notice is not complied with. (3) Where shares are sold under this article: (a) the directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or to a person nominated by the purchaser; and (b) the transferee is not bound to see to the application of the consideration, and the transferee’s title is not affected by any irregularity in or invalidity of the process leading to the sale. (4) The net proceeds of any such sale (after payment of the costs of sale and any other costs of enforcing the lien) must be applied: (a) first, in payment of so much of the sum for which the lien exists as was payable at the date of the lien enforcement notice; 11 Apr 2012 11:40 Articles of Association - 11 - |
| (b) second, to the person entitled to the shares at the date of the sale, but only after the certificate for the shares sold has been surrendered to the company for cancellation or a suitable indemnity has been given for any lost certificates, and subject to a lien equivalent to the company’s lien over the shares before the sale for any money payable in respect of the shares after the date of the lien enforcement notice. (5) A statutory declaration by a director or the secretary (if any) that the declarant is a director or the secretary and that a share has been sold to satisfy the company’s lien on a specified date: (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share. 38. Call notices (1) Subject to the articles and the terms on which shares are allotted, the directors may send a notice (a "call notice") to a member requiring the member to pay the company a specified sum of money (a "call") which is payable in respect of shares which that member holds at the date when the directors decide to send the call notice. (2) A call notice: (a) may not require a member to pay a call which exceeds the total sum unpaid on that member’s shares (whether as to the share’s nominal value or any amount payable to the company by way of premium); (b) must state when and how any call to which it relates it is to be paid; and (c) may permit or require the call to be paid by instalments. (3) A member must comply with the requirements of a call notice, but no member is obliged to pay any call before 14 days have passed since the notice was sent. (4) Before the company has received any call due under a call notice the directors may: (a) revoke it wholly or in part; or (b) specify a later time for payment than is specified in the notice, by a further notice in writing to the member in respect of whose shares the call is made. 39. Liability to pay calls (1) Liability to pay a call is not extinguished or transferred by transferring the shares in respect of which it is required to be paid. (2) Joint holders of a share are jointly and severally liable to pay all calls in respect of that share. (3) Subject to the terms on which shares are allotted, the directors may, when issuing shares, provide that call notices sent to the holders of those shares may require them: (a) to pay calls which are not the same; or (b) to pay calls at different times. 40. When call notice need not be issued (1) A call notice need not be issued in respect of sums which are specified, in the terms on which a share is issued, as being payable to the company in respect of that share (whether in respect of nominal value or premium): (a) on allotment; (b) on the occurrence of a particular event; or (c) on a date fixed by or in accordance with the terms of issue. 11 Apr 2012 11:40 Articles of Association - 12 - |
| (2) But if the due date for payment of such a sum has passed and it has not been paid, the holder of the share concerned is treated in all respects as having failed to comply with a call notice in respect of that sum, and is liable to the same consequences as regards the payment of interest and forfeiture. 41. Failure to comply with call notice: automatic consequences (1) If a person is liable to pay a call and fails to do so by the call payment date: (a) the directors may issue a notice of intended forfeiture to that person; and (b) until the call is paid, that person must pay the company interest on the call from the call payment date at the relevant rate. (2) For the purposes of this article: (a) the "call payment date" is the time when the call notice states that a call is payable, unless the directors give a notice specifying a later date, in which case the "call payment date" is that later date; (b) the "relevant rate" is: (i) the rate fixed by the terms on which the share in respect of which the call is due was allotted; (ii) such other rate as was fixed in the call notice which required payment of the call, or has otherwise been determined by the directors; or (iii) if no rate is fixed in either of these ways, 5 per cent per annum. (3) The relevant rate must not exceed by more than 5 percentage points the base lending rate most recently set by the Monetary Policy Committee of the Bank of England in connection with its responsibilities under Part 2 of the Bank of England Act 1998. (4) The directors may waive any obligation to pay interest on a call wholly or in part. 42. Notice of intended forfeiture A notice of intended forfeiture: (a) may be sent in respect of any share in respect of which a call has not been paid as required by a call notice; (b) must be sent to the holder of that share or to a transmittee of that holder; (c) must require payment of the call and any accrued interest and all expenses that may have been incurred by the company by reason of such non-payment by a date which is not less than 14 days after the date of the notice; (d) must state how the payment is to be made; and (e) must state that if the notice is not complied with, the shares in respect of which the call is payable will be liable to be forfeited. 43. Directors’ power to forfeit shares If a notice of intended forfeiture is not complied with before the date by which payment of the call is required in the notice of intended forfeiture, the directors may decide that any share in respect of which it was given is forfeited, and the forfeiture is to include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture. 44. Effect of forfeiture (1) Subject to the articles, the forfeiture of a share extinguishes: (a) all interests in that share, and all claims and demands against the company in respect of it; and (b) all other rights and liabilities incidental to the share as between the person whose share it was prior to the forfeiture and the company. 11 Apr 2012 11:40 Articles of Association - 13 - |
| (2) Any share which is forfeited in accordance with the articles: (a) is deemed to have been forfeited when the directors decide that it is forfeited; (b) is deemed to be the property of the company; and (c) may be sold, re-allotted or otherwise disposed of as the directors think fit. (3) If a person’s shares have been forfeited: (a) the company must send that person notice that forfeiture has occurred and record it in the register of members; (b) that person ceases to be a member in respect of those shares; (c) that person must surrender the certificate for the shares forfeited to the company for cancellation; (d) that person remains liable to the company for all sums payable by that person under the articles at the date of forfeiture in respect of those shares, including any interest (whether accrued before or after the date of forfeiture); and (e) the directors may waive payment of such sums wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. (4) At any time before the company disposes of a forfeited share, the directors may decide to cancel the forfeiture on payment of all calls, interest and expenses due in respect of it and on such other terms as they think fit. 45. Procedure following forfeiture (1) If a forfeited share is to be disposed of by being transferred, the company may receive the consideration for the transfer and the directors may authorise any person to execute the instrument of transfer. (2) A statutory declaration by a director or the secretary (if any) that the declarant is a director or the secretary and that a share has been forfeited on a specified date: (a) is conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share; and (b) subject to compliance with any other formalities of transfer required by the articles or by law, constitutes a good title to the share. (3) A person to whom a forfeited share is transferred is not bound to see to the application of the consideration (if any) nor is that person’s title to the share affected by any irregularity in or invalidity of the process leading to the forfeiture or transfer of the share. (4) If the company sells a forfeited share, the person who held it prior to its forfeiture is entitled to receive from the company the proceeds of such sale, net of any commission, and excluding any amount which: (a) was, or would have become, payable; and (b) had not, when that share was forfeited, been paid by that person in respect of that share but no interest is payable to such a person in respect of such proceeds and the company is not required to account for any money earned on them. 46. Surrender of shares (1) A member may surrender any share: (a) in respect of which the directors may issue a notice of intended forfeiture; (b) which the directors may forfeit; or (c) which has been forfeited. 11 Apr 2012 11:40 Articles of Association - 14 - |
| (2) The directors may accept the surrender of any such share. (3) The effect of surrender on a share is the same as the effect of forfeiture on that share. (4) A share which has been surrendered may be dealt with in the same way as a share which has been forfeited. TRANSFER AND TRANSMISSION OF SHARES 47. Transfers of shares (1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of: (a) the transferor; and (b) (if any of the shares is partly paid) the transferee. (2) No fee may be charged for registering any instrument of transfer or other document relating to or affecting the title to any share. (3) The company may retain any instrument of transfer which is registered. (4) The transferor remains the holder of a share until the transferee’s name is entered in the register of members as holder of it. (5) The directors shall register a transfer of shares which is: (a) lodged at the office or such other place as the directors have appointed; (b) accompanied by the certificate for the shares to which it relates, or such other evidence as the directors may reasonably require to show the transferor’s right to make the transfer, or evidence of the right of someone other than the transferor to make the transfer on the transferor’s behalf; and (c) presented for registration duly stamped or is an exempt transfer within the Stock Transfer Act 1982, and may, in their absolute discretion, refuse to register any other transfer of shares. (6) If the directors refuse to register the transfer of a share, the instrument of transfer must be returned to the transferee with the notice of refusal unless they suspect that the proposed transfer may be fraudulent. 48. Transmission of shares (1) If title to a share passes to a transmittee, the company may only recognise the transmittee as having any title to that share. (2) Nothing in these articles releases the estate of a deceased member from any liability in respect of a share solely or jointly held by that member. 49. Transmittees’ rights (1) A transmittee who produces such evidence of entitlement to shares as the directors may properly require: (a) may, subject to the articles, choose either to become the holder of those shares or to have them transferred to another person; and (b) subject to the articles, and pending any transfer of the shares to another person, has the same rights as the holder had. (2) But transmittees do not have the right to attend or vote at a general meeting, or agree to a proposed written resolution, in respect of shares to which they are entitled, by reason of the holder’s death or bankruptcy or otherwise, unless they become the holders of those shares. 50. Exercise of transmittees’ rights 11 Apr 2012 11:40 Articles of Association - 15 - |
| (1) Transmittees who wish to become the holders of shares to which they have become entitled must notify the company in writing of that wish. (2) If the transmittee wishes to have a share transferred to another person, the transmittee must execute an instrument of transfer in respect of it. (3) Any transfer made or executed under this article is to be treated as if it were made or executed by the person from whom the transmittee has derived rights in respect of the share, and as if the event which gave rise to the transmission had not occurred. 51. Transmittees bound by prior notices If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the transmittee is bound by the notice if it was given to the member before the transmittee’s name has been entered in the register of members. DISTRIBUTIONS 52. Procedure for declaring dividends (1) The company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends. (2) A dividend must not be declared unless the directors have made a recommendation as to its amount. Such a dividend must not exceed the amount recommended by the directors. (3) No dividend may be declared or paid unless it is in accordance with members’ respective rights. (4) Unless the members’ resolution to declare or directors’ decision to pay a dividend, or the terms on which shares are issued, specify otherwise, it must be paid by reference to each member’s holding of shares on the date of the resolution or decision to declare or pay it. (5) If the company’s share capital is divided into different classes, no interim dividend may be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. (6) The directors may pay at intervals any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. (7) If the directors act in good faith, they do not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on shares with deferred or non-preferred rights. 53. Calculation of dividends (1) Except as otherwise provided by the articles or the rights attached to shares, all dividends must be: (a) declared and paid according to the amounts paid up on the shares on which the dividend is paid; and (b) apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid. (2) If any share is issued on terms providing that it ranks for dividend as from a particular date, that share ranks for dividend accordingly. 54. Payment of dividends and other distributions (1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means: (a) transfer to a bank or building society account specified by the distribution recipient either in writing or as the directors may otherwise decide; (b) sending a cheque made payable to the distribution recipient by post to the distribution recipient at the distribution recipient’s registered address (if the distribution recipient is a holder of the share), or (in any other case) to an address specified by the distribution recipient either in writing or as the directors may otherwise decide; 11 Apr 2012 11:40 Articles of Association - 16 - |
| (c) sending a cheque made payable to such person by post to such person at such address as the distribution recipient has specified either in writing or as the directors may otherwise decide; or (d) any other means of payment as the directors agree with the distribution recipient either in writing or by such other means as the directors decide. (2) In the articles, the "distribution recipient" means, in respect of a share in respect of which a dividend or other sum is payable: (a) the holder of the share; or (b) if the share has two or more joint holders, whichever of them is named first in the register of members; or (c) if the holder is no longer entitled to the share by reason of death or bankruptcy, or in consequence of the merger or consolidation of any holder being a corporation, or otherwise by operation of law, the transmittee. 55. Deductions from distributions in respect of sums owed to the company (1) If: (a) a share is subject to the company’s lien; and (b) the directors are entitled to issue a lien enforcement notice in respect of it, they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the share any sum of money which is payable to the company in respect of that share to the extent that they are entitled to require payment under a lien enforcement notice. (2) Money so deducted must be used to pay any of the sums payable in respect of that share. (3) The company must notify the distribution recipient in writing of: (a) the fact and amount of any such deduction; (b) any non-payment of a dividend or other sum payable in respect of a share resulting from any such deduction; and (c) how the money deducted has been applied. 56. No interest on distributions The company shall not be obliged to pay interest on any dividend or other sum payable in respect of a share unless otherwise provided by: (a) the terms on which the share was issued; or (b) the provisions of another agreement between the holder of that share and the company. 57. Unclaimed distributions (1) All dividends or other sums which are: (a) payable in respect of shares; and (b) unclaimed after having been declared or become payable, may be invested or otherwise made use of by the directors for the benefit of the company until claimed. (2) The payment of any such dividend or other sum into a separate account does not make the company a trustee in respect of it. (3) If: 11 Apr 2012 11:40 Articles of Association - 17 - |
| (a) twelve years have passed from the date on which a dividend or other sum became due for payment; and (b) the distribution recipient has not claimed it, the distribution recipient is no longer entitled to that dividend or other sum and it ceases to remain owing by the company. 58. Non-cash distributions (1) Subject to the terms of issue of the share in question: (a) the company may, by ordinary resolution on the recommendation of the directors; and (b) (in the case of an interim dividend) the directors may decide to pay all or part of a dividend or other distribution payable in respect of a share by transferring non-cash assets of equivalent value (including, without limitation, shares or other securities in any company). (2) For the purposes of paying a non-cash distribution, the directors may make whatever arrangements they think fit, including, where any difficulty arises regarding the distribution: (a) fixing the value of any assets; (b) paying cash to any distribution recipient on the basis of that value in order to adjust the rights of recipients; and (c) vesting any assets in trustees. 59. Waiver of distributions Distribution recipients may waive their entitlement to a dividend or other distribution payable in respect of a share by giving the company notice in writing to that effect prior to the declaration of that dividend or distribution, but if: (a) the share has more than one holder; or (b) more than one person is entitled to the share, whether by reason of the death or bankruptcy of one or more joint holders, or otherwise, the notice is not effective unless it is expressed to be given, and signed, by all the holders or persons otherwise entitled to the share. CAPITALISATION OF PROFITS 60. Authority to capitalise and appropriation of capitalised sums (1) Subject to the articles, the directors may, if they are so authorised by an ordinary resolution: (a) decide to capitalise any profits of the company (whether or not they are available for distribution) which are not required for paying a preferential dividend, or any sum standing to the credit of the company’s share premium account or capital redemption reserve; and (b) appropriate any sum which they so decide to capitalise (a "capitalised sum") to the persons who would have been entitled to it if it were distributed by way of dividend (the "persons entitled") and in the same proportions. (2) Capitalised sums must be applied: (a) on behalf of the persons entitled; and (b) in the same proportions as a dividend would have been distributed to them. (3) Any capitalised sum may be applied in paying up new shares of a nominal amount equal to the capitalised sum which are then allotted credited as fully paid to the persons entitled or as they may direct. 11 Apr 2012 11:40 Articles of Association - 18 - |
| (4) A capitalised sum which was appropriated from profits available for distribution may be applied: (a) in or towards paying up any amounts unpaid on existing shares held by the persons entitled; or (b) in paying up new debentures of the company which are then allotted credited as fully paid to the persons entitled or as they may direct. (5) Subject to the articles, the directors may: (a) apply capitalised sums in accordance with paragraphs (3) and (4) partly in one way and partly in another; (b) make such arrangements as they think fit to deal with shares or debentures becoming distributable in fractions under this article (including the issuing of fractional certificates or the making of cash payments); and authorise any person to enter into an agreement with the company on behalf of all the persons entitled which is binding on them in respect of the allotment of shares and debentures to them under this article. PART 4 DECISION-MAKING BY MEMBERS ORGANISATION OF GENERAL MEETINGS 61. Attendance and speaking at general meetings (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. (2) A person is able to exercise the right to vote at a general meeting when: (a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and (b) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. (3) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it. (4) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other. (5) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them. 62. Quorum for general meetings (1) No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum. (2) Save in the case of a company having only one member, two qualifying persons present at a meeting shall be a quorum, unless each is a qualifying person only because: (a) he is duly authorised to act as the representative of a corporation in relation to the meeting and they are representatives of the same corporation; or (b) he is appointed as proxy of a member in relation to the meeting and they are proxies of the same member. (3) In the case of a company having only one member, one qualifying person present at a meeting shall be a quorum. 11 Apr 2012 11:40 Articles of Association - 19 - |
| (4) In this article, a "qualifying person" means: (a) an individual who is a member of the company; (b) a person duly authorised to act as the representative of a corporation in relation to the meeting; or (c) a person appointed as a proxy of a member in relation to the meeting. 63. Chairing general meetings (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so. (2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start: (a) the directors present; or (b) (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting. (3) The person chairing a meeting in accordance with this article is referred to as the "chairman of the meeting". 64. Attendance and speaking by directors and non-members (1) Directors may attend and speak at general meetings, whether or not they are members. (2) The chairman of the meeting may permit other persons who are not: (a) members of the company; or (b) otherwise entitled to exercise the rights of members in relation to general meetings, to attend and speak at a general meeting. 65. Adjournment (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it. (2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if: (a) the meeting consents to an adjournment; or (b) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner. (3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting. (4) When adjourning a general meeting, the chairman of the meeting must: (a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors; and (b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting. (5) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given): (a) to the same persons to whom notice of the company’s general meetings is required to be given; and 11 Apr 2012 11:40 Articles of Association - 20 - |
| (b) containing the same information which such notice is required to contain. (6) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place. VOTING AT GENERAL MEETINGS 66. Voting: general (1) A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles. (2) Subject to any rights or restrictions attached to any shares, on a show of hands: (a) every member present in person has one vote; and (b) every proxy present who has been duly appointed by one or more members entitled to vote on the resolution has one vote. (3) Subject to any rights or restrictions attached to any shares, on a poll: (a) every member has one vote for every share of which he is the holder; and (b) all or any of the voting rights of a member may be exercised by one or more duly appointed proxies (but so that, where a member appoints more than one proxy, the proxies (taken together) shall not exercise more extensive voting rights than could be exercised by the member in person). 67. Errors and disputes (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. (2) Any such objection must be referred to the chairman of the meeting, whose decision is final. 68. Poll votes (1) A poll on a resolution may be demanded: (a) in advance of the general meeting where it is to be put to the vote; or (b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. (2) A poll may be demanded by: (a) the chairman of the meeting; (b) the directors; or (c) any member (being an individual) present in person or by proxy or (being a corporation) present by a duly authorised representative or by proxy and having the right to vote on the resolution. (3) A demand for a poll may be withdrawn if: (a) the poll has not yet been taken; and (b) the chairman of the meeting consents to the withdrawal. (4) Polls must be taken at such time and in such manner as the chairman of the meeting directs. 69. Content of proxy notices (1) Proxies may only validly be appointed by a notice in writing (a "proxy notice") which: (a) states the name and address of the member appointing the proxy; 11 Apr 2012 11:40 Articles of Association - 21 - |
| (b) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed; (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and (d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate. (2) The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions. (4) Unless a proxy notice indicates otherwise, it must be treated as: (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself. 70. Delivery of proxy notices (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person. (2) Subject to articles 70(3) and 70(4), a proxy notice must be delivered to the company or to such other place as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than 48 hours before the start of the meeting or adjourned meeting to which it relates. (3) In the case of a poll taken more than 48 hours after it is demanded, the notice must be delivered to the company or to such other place as is specified in the notice convening the meeting or in any instrument of proxy sent out by the company in relation to the meeting not less than 24 hours before the time appointed for the taking of the poll. (4) In the case of a poll not taken during the meeting but taken not more than 48 hours after it was demanded, the proxy notice must be delivered in accordance with article 70(2) or at the meeting at which the poll was demanded to the chairman, the secretary (if any) or any director. (5) An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given. (6) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates. (7) If a proxy notice is not signed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who signed it to sign it on the appointor’s behalf. 71. Amendments to resolutions (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if: (a) notice of the proposed amendment is given to the company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine); and (b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. (2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if: 11 Apr 2012 11:40 Articles of Association - 22 - |
| (a) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and (b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution. (3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution. RESTRICTIONS ON MEMBERS’ RIGHTS 72. No voting of shares on which money owed to company No voting rights attached to a share may be exercised at any general meeting, at any adjournment of it, or on any poll called at or in relation to it, unless all amounts payable to the company in respect of that share have been paid. PART 5 ADMINISTRATIVE ARRANGEMENTS 73. Means of communication to be used (1) Subject to the articles, anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company. (2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being. (3) A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours. 74. Company seals (1) Any common seal may only be used by the authority of the directors. (2) The directors may decide by what means and in what form any common seal is to be used. (3) Unless otherwise decided by the directors, if the company has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person. (4) For the purposes of this article, an authorised person is: (a) any director of the company; (b) the secretary (if any); or (c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied. (5) If the company has an official seal for use abroad, it may only be affixed to a document if its use on that document, or documents of a class to which it belongs, has been authorised by a decision of the directors. 75. No right to inspect accounts and other records Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a member. 76. Provision for employees on cessation of business 11 Apr 2012 11:40 Articles of Association - 23 - |
| The directors may decide to make provision for the benefit of persons employed or formerly employed by the company or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the company or that subsidiary. DIRECTORS’ INDEMNITY AND INSURANCE 77. Indemnity (1) Subject to article 77(2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against: (a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company; (b) any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); and (c) any other liability incurred by that director as an officer of the company or an associated company. (2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. (3) In this article: (a) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and (b) a "relevant director" means any director or former director of the company or an associated company. 78. Insurance (1) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss. (2) In this article: (a) a "relevant director" means any director or former director of the company or an associated company; (b) a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company; and (c) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate. 11 Apr 2012 11:40 Articles of Association - 24 - |
Exhibit 3.228
| CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company Number. 8026104 The Registrar of Companies for England and Wales, hereby certifies that ROWAN NO.1 LIMITED is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales. Given at Companies House, Cardiff, on 11th April 2012. The above information was communicated by electronic means and authenticated by the Registrar of Companies under section 1115 of the Companies Act 2006 1 m ········ . . : : ! : . . .. ,,.... . Companies House - for the record - ~ROFco ," ~,, & ti)" '4 ... ... "' ~ : : r./l . . .., • • "1 0 ••••• • •• •• ::} 1' ••••••• '<" <.<'>1,: "' Oz-'IND p..~~ THE OFFICIAL SEAL OF THE REGISTRAR OF COMPANIES |
Exhibit 3.229
| THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROWAN NO.2 LIMITED Each subscriber to this memorandum of association wishes to fonn a company under the Companies Act 2006 and agrees to become a member of the Company and 10 take at least one share. Name of each subscriber Authentication by each subscriber ABOGADO NOMINEES LIMITED Dated I Ith April 2012 Memorandum of Association . 1 - 11 Apr 2012 11:40 |
Exhibit 3.230
| CERTIFICATE OF INCORPORATION OF A PRIVATE LIMITED COMPANY Company Number. 8026111 The Registrar of Companies for England and Wales, hereby certifies that ROWAN NO.2 LIMITED is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by shares, and the situation of its registered office is in England and Wales. Given at Companies House, Cardiff, on 11th April 2012. The above information was communicated by electronic means and authenticated by the Registrar of Companies under section 1115 of the Companies Act 2006 1 m ········ . . : : ! : . . .. ,,.... . Companies House - for the record - ~ROFco ," ~,, & ti)" '4 ... ... "' ~ : : r./l . . .., • • "1 0 ••••• • •• •• ::} 1' ••••••• '<" <.<'>1,: "' Oz-'IND p..~~ THE OFFICIAL SEAL OF THE REGISTRAR OF COMPANIES |
Exhibit 3.231
| FILED PURSUANT TO SECTION 28 OF THE COMPANIES ACT COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROWAN (GIBRALTAR) LIMITED 1.. The name of the Company is "ROWAN (GIBRALTAR) LIMITED". 2. The registered office of the Company will be situated in Gibraltar. 3. The objects for which the Company is established are: (a) To carry on the business of an investment and trust company and to acquire, hold and dispose of any freehold, leasehold or other property for any estate or interest whatever and any rights, privileges or easements over or in respect of any property; and to acquire, build, hold sell and otherwise dispose of any buildings, offices, factories, warehouses, shops, flats, hotels, restaurants, bars, yachts and other floating craft, works and any real or personal property or rights whatsoever which may be conveniently used with or may enhance the value of any property of the Company and to develop, operate and maintain the same. (b) To invest, manage, deal, hold, use, develop, operate, maintain, sell, mortgage, pledge or otherwise dispose of real and personal property, money or any other property of the Company within and without Gibraltar and to carry out all or any of the objects of the Company and to do all or any of the things in any part of the world and either as principal, agent, contractor or trustee or otherwise and by or through trustees or agents or otherwise and either alone or in conjunction with others. (c) To acquire, hold and dispose of any stocks, shares, bonds, debentures, debenture stocks, mortgages, obligations and securities issued or guaranteed by any government, state, province or municipality or of any Company, association or undertaking in Gibraltar or elsewhere and to acquire hold and dispose of gold and silver bullion and commodities of all descriptions. (d) To acquire any such shares, stock, debentures, debenture stock, bonds, notes, obligations or securities by original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise, and whether or not fully paid up, and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit. (e) To exercise and enforce all rights and powers conferred by or incident to the ownership of any such shares, stock, debentures, debenture stock, bonds, notes, obligations or .. other securities including without prejudice to the generality of the foregoing all such powers of vote or control as may be 1 |
| conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof and to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit. (f) To raise and borrow money by the issue of shares, stock, debentures, debenture stock, bonds, notes, obligations, or other securities and otherwise howsoever and to underwrite any such issue. (g) To invest the money so raised and borrowed in, and to hold, sell and deal with the stock, obligations, notes and securities of any such government, state company, corporation, municipal or local, or other body or authority. (h) To vary the investments of the Company. (i) To mortgage or charge all or any of the property and rights of the Company including its uncalled capital. U) To make advances upon, hold in trust, issue on commission, selt"or dispose of any of the investments aforesaid, and to act as agent for any of the above or the like purpose. (k) To purchase or otherwise acquire, and to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, dispose of, and deal with property and rights of all kinds, and in particular, mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licences, stocks, shares, bonds, policies, book debts, business concerns, and undertakings and claims, privileges, and choses in action of all kinds. (I) To subscribe for, conditionally or unconditionally to underwrite, issue on commission or otherwise, take, hold deal in, and convert stocks, shares, and securities of all kinds, and to enter into partnership, or into any arrangement for sharing profits, union of interest, reciprocal concession or co-operation with any person, partnership, or company and to promote, and aid in promoting constitute, form or organise any company, syndicate, or partnership· of any kind for the purpose of acquiring and undertaking any property and liabilities of any Company, or for advancing, directly or in.directly, the objects thereof, or for any other purpose which the Company may thin~ expedient. (m) To carry on all or any of the businesses of general merchants and traders, importers and exporters, commission agents, cash and credit traders, manufactures' agents and representatives, financial agents, advisers, managers and administrators, hire purchase and general financiers, brokers and agents manufactures, retailers, wholesalers, buyers, sellers distributors and shippers of, and dealers in all products, goods wares, merchandise and produce of every description; to participate in, undertake, perform and carry on all kinds of commercial, industrial, trading and financial operations and enterprises and to carry on all or any of the businesses of marketing and business or industrial consultants, advertising agents and contractors, insurance brokers and consultants, mortgage brokers, warehousemen, railway, shipping and forwarding agents, shippers, haulage and transport contractors, garage proprietors, operators, hirers and letters on hire of, and 2 |
| dealers in motor and other vehicles, craft, plant, machinery, tools and equipment of all kinds. (n) To carry on any other trade or business whatever which can in the opinion of the Board of Directors be advantageously carried on in connection with or ancillary to any of the businesses of the Company. (o) To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property. (p) To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in Gibraltar or elsewhere any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim,· alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire. (q) To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm or company carrying on or. proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received. (r) To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company. (s) To invest and deal with the moneys of the Company not immediately required· in such manner as may from time to time be determined and to hold or otherwise deal with any investments made. (t) To !end and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary of fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid). 3 |
| (u) To borrow and raise money in any manner and to secure the· repayment of any money borrowed, raised or owing or mortgage charge, standard security, lien or other security upon the whole or any part of the Company's property or assets (whether present or future) including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it. (v) To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills or exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments. (w) To enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions. (x) To control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies. (y) To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid. (z) To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same. (aa) To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts. (bb) To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the-Company credited as paid up in full or in part or otherwise as may be thought expedient. (cc) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and 4 |
| others for underwriting, placing, selling or guaranteeing the subscription of any shares or other securities of the Company. (dd) To support and subscribe to any charitable or public object and to support and subscribe to any institution, society or club which may be for the benefit of the Company or its directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities and superannuation or other allowances, or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any such· subsidiary, holdings or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons, to make payment towards insurance, and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non contributory) for the benefit of any such persons and of their wives, widows, children and other relatives and dependants, and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such purchase schemes to be established or maintained. (ee) To establish, maintain and operate shipping, air transport, and road transport service (public or private) and all ancillary services and, for these purposes or as independent undertakings, to purchase, take in exchange, charter, hire, build, construct or otheiwise acquire, and to own work, manage, and trade with steam, sailing motor and other ships, trawlers, drifters, tugs, and vessels, aircraft and motor and other vehicles with all necessary and convenient equipment, engines, tackle, gear, furniture, and stores, or any shares or interests in ships, vessels, aircraft, motor and other vehicles, including shares, stocks, or securities of companies possessed of or interested in any ships, aircraft or vehicles, and to maintain, repair, fit out, refit, improve, insure, alter, sell, exchange, or let out on hire or hire purchase, or charter or otherwise deal with and dispose of any of the ships, vessels, aircraft, and vehicles, shares, stocks, and securities or any of the engines, tackle, gear, furniture, equipment and stores of the Company. (ff) To undertake and carry on all or any of the trades and businesses of shippers, ship owners, ship brokers, shipping agents and insurance brokers, underwriters, ship managers, tug owners, loading brokers, freight contractors, carriers by land, air and water, transport, haulage and general contractors, barge owners, lightermen, railway and forwarding agents, dock owners, engineers, ice merchants, refrigerator store keepers, ship's husbands, stevedores, warehousemen, whatiingers, salvers, ship repairers, manufacturers of and dealers in rope, tarpaulins, waterproofs, machinery, engines, nautical instruments, and ship's rigging, gear, fittings and equipment of every description, importers and exporters of the dealers in goods, provisions, live and dead stock, commodities, articles, chattels, merchandise and property of every kind, general traders and merchants, and generally to carry on the said business in all their branches, and to carry 5 |
| on the said businesses either as principals or agents or on commission or otherwise. (gg) To carry on the business of drapers and furnishing and general warehousemen in all its branches. (hh) To carry on all or any of the businesses of furriers, silk mercers, silk weavers, cotton spinners, cloth manufacturers, haberdashers, hosiers, manufacturers, importers, and wholesale and retail dealers of and in textile fabrics of all kinds, milliners, dressmakers, tailors, hatters, clothiers, outfitters, glovers, lace manufacturers, feather dressers, boot and shoe makers, manufacturers and importers, and wholesale and retail dealers of and in leather goods, household furniture, ironmongery, tumery and other household fittings and utensils, ornaments, stationery, and fancy goods, dealers in provisions, drugs, chemicals and other articles and commodities of personal and household use and consumption, and generally of and in all manufactured goods, materials, provisions and produce. (ii) To carry on all or any of the businesses of undertakers, coach and carriage builders, saddlers, house decorators, sanitary engineers, electrical engineers, and contractors in all their branches, gasfitters, land estate and house agents, builders, contractors, auctioneers, cabinet makers, upholsterers, furniture removers, owners of depositories, warehousemen, carriers, storekeepers, warehouse keepers, manufacturers of, and dealers in hardware, jewellery, plated goods, perfumery, soap and articles required · for ornament, recreation or amusements, gold and silversmiths, booksellers, dealers in musical instruments, manufacturers of and dealers in bicycles, tricycles, and motor carriages, and also refreshment contractors, restaurant keepers, hotel, boarding and lodginghouse keepers, letters of furnished or unfurnished houses, flats or apartments, with or without servants or other accessories or conveniences, licensed victuallers, wine and spirit merchants, tobacconists, and dealers in mineral, aerated, and other waters, liquers, farmers, dairymen, market gardeners, nurserymen and florists. UD To buy, sell, manufacture, repair, alter and exchange, let on hire, export, and deal in all kinds of articles and things which may be required for the purposes of any of the said businesses, or commonly supplied or dealt in by persons engaged in any such businesses, or which may be capable of being profitably dealt with in connection with any of the said businesses. (kk) To carry on business as bankers, capitalists, financiers, concessionaires, and merchants, and to undertake, and carry on, and execute all kinds of financial, commercial, trading and other business which may seem to be capable of being conveniently carried on in connection with any of these objects, or caiculated directly or indirectly, to enhance the value of, or facilitate the realisation of, or render profitable, any of the property or rights of the Company. (II) To advance, deposit or lend money, securities, and property, to or with such persons and on such terms as may seem expedient, to discount, buy, sell, and deal in bills, notes, warrants, coupons, and other negotiable or transferable securities or documents. 6 |
| (mm) To guarantee or become liable for the payment of money or for the performance of any obligations, and generally to transact all kinds of guarantee business, also to transact all kinds of trust and agency business. (nn) To carry .on the business of consultants, advisers and managers in finance and investment. · (oo) To carry on business of advisers on problems relating to the administration and organisation of industry and business and the training of personnel for industry and business and to carry on all or any of the businesses of industrial business and personnel consultants and to advise upon the means and methods for extending developing and improving all types of businesses or industries and all systems or processes relating to the production, storage, distribution, marketing and sale of goods and/or relating to the rendering of services. (pp) To engage in research into all problems relating to personnel and industrial and business management and distribution, marketing and selling, to collect, prepare and distribute information and statistics relating to any type of business or industry and to promote or propose such methods procedures and measures as may be considered desirable or beneficial for all or any of the Company's objects. (qq) To act as agents or managers in carrying on any business concerns and undertakings and to employ experts to investigate and examine into the condition, management, prospects, value and circumstances of any business, concerns and undertakings and generally of any assets, property rights of any kind. (rr) To carry on business as business consultants, to purchase, lease, and hire computers, market research consultants, accountancy business transfer agents, valuers and estate agents, and to act as intermediaries in the introduction of sellers, purchasers, partners and employees. (ss) To carry on business as suppliers of trained sales staff for temporary or permanent employment, and to establish and maintain an employment agency. (tt) To undertake or direct the management of the business, property, buildings, lands and estates (of any tenure or kind} or any persons, whether members of the Company or not, in the capacity of stewards or receivers or otherwise. (uu) To fit up and furnish any property for the purpose of letting the same to visitors or guests whether in single rooms, suites, chalets, caravans, movable structures, cottages or otherwise. (vv) To carry on the business of travel agents, tourist agents and contractors, cable and telegraph companies' agents, bankers, . banking, insurance, forwarding and general agents, aircraft and ship owners and charterers, agents for operators of air, sea, land or inland waterway carriage undertakings, road transport owners and hirers, hotel, apartment and lodging-house keepers, caterers and storekeepers, teachers of languages, promoters and managers of clubs and societies (travelling, social, educational or otherwise), publishers of books, periodicals and newspaper 7 |
| sellers, foreign correspondents an advertising agents, and generally to facilitate travelling, and to provide for tourists and travellers or promote the provision of facilities of every description, and in particular by means of the booking of travel tickets and accommodation and hotel and lodging accommodation, providing guides, safe deposits, inquiry bureaux and baggage transport, and arranging and operating tours. (ww) To carry on the business of hotel, restaurant, cafe, roadhouse, motel, holiday camp, caravan site and apartment-house keepers. (xx) To carry on the business of banking in all its branches, and to transact and do all matters and things incidental thereto, or which may be usual in connection with the business of banking or dealing in money or securities for money. (yy) To advance and lend money on real, personal and mixed securities, on cash, credit, or other accounts, on policies, bonds, debentures, bills of exchange, promissory notes, letters of credit, or other obligations, or on the deposit of title deeds, wares and merchandise bills of sale and lading, delivery orders, warehousemen and wharfingers' certificates, notes dock warrants, or other mercantile indicia or tokens, bullion, stocks and shares and other choses in action. (zz) To carry on any other business (whether manufacturing or otherwise} which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the Company. (aaa) To apply for, purchase, or otherwise acquire, and protect and renew in any part of the world, any patents, patent rights, brevets d'invention, trade marks, designs, licences, concessions and the like, conferring any exclusive or non-exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account the property, rights or information so acquired, and to expend money in experimenting upon, testing or improving any such patents, inventions or rights. (bbb) To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on or proposing to carry on any business which the Company is authorised to carry on, or possessed of property suitable for the purposes of the Company, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company. {ccc) To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co- operation, joint adventure or reciprocal concession, or for limiting competition with any person or company carrying on or engaged in, or about to carry on or engage in, any business or transaction which the Company is authorised to carry on or engage in, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the Company. 8 |
| (ddd) To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, or any person or company that may seem conducive to the objects of the Company, or any of them, and to obtain from any such government, authority, person or company any rights, privileges, charters, contracts, licences and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply therewith. (eee) To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital, including brokerage and commissions for obtaining application for or taking, placing or underwriting or procuring the underwriting of shares, debentures or other securities of the Company. (fff) To pay for any rights or property acquired by the Company, and to remunerate any person or company whether by cash payment or by the allotment of shares, debentures or other securities of the Company credited as paid up in full or in part or otherwise. (ggg) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension 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 of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary company, or who are or were at any time directors or officers of the. Company or of any such other company as aforesaid, and the wives, widows, families and dependants of any such persons, and also establish and subsidise and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the Company or of any such other company as aforesaid, and make payment to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. (hhh) To procure the Company to be registered or recognised in any part of the world outside Gibraltar. (iii) To establish or promote or concur in establishing or promoting any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of the Company or for ariy other purpose which may seem directly or indirectly calculated to benefit the Company and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the shares, debentures or other securities of any such other company. Qjj) To sell, lease, mortgage or otherwise dispose of the property, assets or undertaking of the Company or any part thereof for such consideration as the Company may think fit, and in particular for shares, stock, debentures, or other securities of any other company whether or not having objects altogether or in part similar to those of the Company. (kkk) To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so 9 |
| that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law. (Ill) To act as agents or brokers and as trustees for any person or company and to undertake and perform sub- contracts and to do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either alone or jointly with others, and either by or through agents, sub--contractors, trustees or otherwise. (mmm) To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them. (nnn) To carry on any other business, whether of a similar nature or not, which may in the opinion of the directors be conveniently carried on by the Company. And it is hereby declared that:- (a) the word "Company" in this clause, except where used in reference to this Company, shall be deemed to include any partnership or other body of persons, whether corporate or unincorporate, and whether domiciled in Gibraltar or elsewhere; and (b) the objects specified in each of the paragraphs of this clause shall be regarded as independent objects, and accordingly shall in no wise be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other paragraph or the name of the Company, or the headings (if any), but may be carried out in as full and ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and distinct company. 4. The liability of the members is limited. 5. Subject to the provisions of the Companies (Re-domiciliation) (Amendment) Regulations 1999 (as the same shall be in force or amended from time to time) and the Articles of Association, the Company shall have the power to register by way of re domiciliation as a body corporate limited by shares under the laws of any jurisdiction outside Gibraltar and to be deregistered in Gibraltar. 6. The share capital of the Company is £2,000 divided into 2,000 shares of £1 each. The shares in the original capital or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise. 10 |
| We, the several persons whose names, addresses and descriptions are subscribed are desirous of being formed into a company in pursuance of this Memorandum and Articles of Association, and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names. Names, addresses and description of subscribers Abacus Nominees (Gibraltar) Ltd 10/8 International Commercial Centre Casemates Square Gibraltar Limited Company Number shares taken by each subscriber Fifty Abacus Services (Gibraltar) Ltd Fifty 10/8 International Commercial Centre Casemates Square Gibraltar Limited Company Dated this 10 thday of November 2008. For ABACUS NOMINEES (GIBRALTAR) For ABACUS SERVICES (GIBRALTAR) LTD LTD Michael Mathani Director Tanya Hurtado Director Witness to the above signatures:- Candice Hurdle 10/8 International Commercial Centre, Casemates Square, Gibraltar 11 |
Exhibit 3.232
| INTERPRETATION FILED PURSUANT TO SECTION 28 OF THE COMPANIES ACT THE COMPANIES ACT COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROWAN (GIBRALTAR) LIMITED ("the Company") In these Articles if not inconsistent with the subject or content words and expressions defined in the Act shall have the meanings so defined and the following words shall have the following meanings: "These Articles" shall mean the present Articles of Association and all supplementary amended or substituted Articles for the time being in force; "The Company" or "this Company" means the above named company; "Director" means any person acting as a director of the Company and includes any person duly appointed as an alternate director; "Directors" means the directors for the time being of the Company; "Dividend" includes bonus; 'The Act" means the Companies Act (Ord 1930 No 7) and includes every other Act incorporated therewith or substituted therefore; "The Register" means the Register of Members to be kept pursuant to the Act; "Registered Office" means the registered office of the Company for the time being; "Seal" means the common seal of the Company; "Secretary" means any person appointed to perform the duties of a secretary of the Company; "Shareholders" or "Members" means the duly registered holders from time to time of the shares in the capital of the Company; and "Shares" means the shares from time to time in the capital of the Company. Words importing the singular number only include the plural number and vice versa and words importing the masculine gender only shall include the feminine. Words importing persons shall include corporations. 12 |
| Expressions referring to writing shall unless the contrary intention appears be construed as including references to printing lithography photography and other modes of representing or reproducing words in a visible form. Subject as aforesaid any word or expression used in the Act and the Interpretation and General Clauses Act shall if not inconsistent with the subject or context bear the same meaning in these Articles. · Headings are inserted for convenience only and shall not affect the construction of these Articles. EXCLUSION OF TABLE A 2. The regulations contained or incorporated in Table A in Schedule 1 to the Act shall not apply to the Company and are hereby wholly excluded. PRIVATE COMPANY 3. The Company is a private company within the meaning of Section 40 of the Act and accordingly: (a) the right to transfer and transmit Shares is restricted in the manner provided herein; (b) the number of Members of the Company (not including persons who are in the employment of the Company and persons who have been formerly in the employment of the Company who were while in such employment and have continued after the determination of such employment to be Members of the Company) is limited to fifty provided that where two or more persons hold one or more Shares jointly they shall for the purpose of this Article be treated as a single Member; (c) any invitation to the public to subscribe for any shares or debentures or debenture stock of the Company is prohibited; and (d) the Company does not keep and is prohibited from keeping the Register outside Gibraltar. SHARES 4. Subject to Article 3 above and to any direction to the contrary which may be given by the Company in general meeting the Directors are unconditionally authorised to allot create deal with or otherwise dispose of Shares on such terms and at such time or times as they think fit provided that no Shares shall be issued at a discount. 5. The Company may not issue Shares or share warrants to bearer. The names of all Members shall be entered in the Register. 6. Subject to the provisions (if- any) in that behalf of the Memorandum of Association and without prejudice to any special rights previously conferred on the holders of existing Shares any Share may be issued with such preferred deferred or other special rights or such restrictions whether in regard to Dividend voting return of share capital or otherwise as the Company may from time to time by special resolution determine and any preference share may with the sanction of a special resolution be 13 |
| issued on the terms that it is or at the option of the Company is liable to be redeemed. 7. If at any time the share capital is divided into different classes of Shares the rights attached to any class (unless otheiwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued Shares of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the Shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall mutatis mutandis apply 8. Every person whose name is entered as a Member 'in the Register shall without payment be entitled to a certificate specifying the Share or Shares held by him provided that in respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. 9. If a Share certificate is defaced lost or destroyed it may be renewed on payment of such fee as the Directors may reasonably decide (if any) and on such terms (if any) as to evidence and indemnity as the Directors think fit LIEN 10. The Company shall have a lien on every Share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that Share and the Company shall also have a lien on all Shares standing registered in the name of any Member whether alone or jointly with other Members for all moneys presently payable by him or his estate to the Company but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this regulation. The Company's lien (if any) on a Share shall extend to all Dividends payable thereon. 11. The Company may sell in such manner as the Directors think fit any Shares on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the Share or the person entitled thereto by reason of his death or bankruptcy. 12. For giving effect to any such sale the Directors may authorize some person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 13. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the person entitled to the Shares at the date of the sale. 14 |
| CALLS ON SHARES 14. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their Shares and each Member shall (subject to receiving at least fourteen days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his Shares. 15. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof. 16. lf a sum called in respect of a Share is not paid before or on the day appointed for payment thereof the person from whom the sum is due shall pay interest upon the sum at the rate of five per cent per annum from the day appointed for the payment thereof to the time of the actual payment but the Directors shall be at liberty to waive payment of that in~erest wholly or in part. 17. The provisions of these regulations as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes payable at a fixed time whether on account of the amount of the Share or by way of premium as if the same had become payable by virtue of a call duly made and notified. 18. The Directors may make arrangements on the issue of Shares for difference between the holders in the amount of calls to be paid and in times of payr:nent. 19. The Directors may if they think fit receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any Shares held by him and upon all or any of the moneys so advanced may (until the same would but for such advance become presently payable) pay interest at such rate (not exceeding without· the sanction of the Company in general meeting six per cent) as may be agreed upon between the Member paying the sum in advance and the Directors. TRANSFER AND TRANSMISSION OF SHARES 20. The instrument of transfer of any Share shall be executed by or on behalf of the transferor and transferee and the transferor shall be deemed to remain a holder of the Share until the name of the transferee is entered in the Register in respect thereof. 21. Shares shall be transferred in any usual or common form which the Directors shall approve. 22. No Share may be transferred to any person or company without the approval of the Directors. The Directors may in their absolute discretion and without assigning any reason therefor decline to register any transfer of any Share whether or not it is a fully paid share. 23. The legal personal representatives of a deceased sole holder of a Share shall be the only persons recognised by the Company as having any title to the Share. In the case of a Share registered in the names of two or more holders the survivors or survivor or the legal personal representatives of the deceased survivor shall be the only persons recognised by the Company as having any title to the Share. 24. Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member shall upon such evidence being produced as may from time to time be 15 |
| properly required by the Directors have the right either to be registered as a Member in respect of the Share or instead of being registered himself to make such transfer of the Share as the deceased or bankrupt person could have made but the Directors shall in either case have the same right to decline or suspend registratio'n as they would have had in the case of a transfer of the Share by the deceased or bankrupt person before the death or bankruptcy. 25. A person becoming entitled to a Share by reason of the death or bankruptcy of the holder shall be entitled to the same Dividends and other advantages to which he would be entitled if he were the registered holder of the Share except that he shall not before being registered as a Member in respect of the Share be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. FORFEITURE OF SHARES 26. If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued. 27. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable _to be forfeited. 28. If the requirements of any such notice as aforesaid are not complied with any Share in respect of which the notice has been given may at any time thereafter before the payment required by the notice has been made be forfeited by a resolution of the Directors to that effect. 29. . A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. 30. A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares but shall notwithstanding remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the Shares but his liability shall cease if and when the Company receives payment in full of the nominal amount of the Shares. 31. A statutory declaration in writing that the declarant is a Director of the Company and that a Share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration (if any} given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and he shall thereupon be registered as the holder of the Share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture sale or disposal of the Share. 32. The provisions of these regulations as to forfeiture shall apply in the case of non payment of any sum which by the terms of issue of a Share becomes payable at a 16 |
| fixed time whether on account of the amount of the Share or by way of premium as if the same had been payable by virtue of a call duly made and notified. CONVERSION OF SHARES INTO STOCK 33. The Company may by ordinary resolution convert any paid up Shares into stock and reconvert any stock into paid-up Shares of any denomination. 34. The holders of stock may transfer the same or part thereof in the same manner and subject to the same regulations as and subject to which the Shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit but the Directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum but the minimum shall not exce·ed the nominal amount of the Shares from which the stock arose. 35. The holders of stock shall according to the amount of the stock held by them have the same rights privileges and advantages as regards Dividends voting at meetings of the Company and other matters as if they held Shares from which the stock arose but no such privilege or advantage (except participation in the Dividends and profits of the Company) shall be conferred by any such aliquot part of stock as would not if existing in Shares have conferred that privilege or advantage. 36. Such of the regulations of the Company as are applicable to paid-up Shares shall apply to stock and the words "share" and "shareholder" therein shall include "stock" and "stockholder." ALTERATION OF CAPITAL 37. The Company may from time to time by ordinary resolution increase the share capital by such sum to be divided into Shares of such amount as the resolution shall prescribe. 38. Subject to any direction to the contrary that may be given by the Company in general meeting all new Shares shall before issu~ be offered to such persons as at the date of the offer are entitled to receive notices from the Company of general meetings in proportion as nearly as the circumstances admit to the amount of the existing Shares to which they are entitled. The offer shall be made by notice specifying the number of Shares offered and limiting a time within which the offer if not accepted will be deemed to be declined and after the expiration of that time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the Shares offered the Directors may dispose of those Shares in such manner as they think most beneficial to the Company. The Directors may likewise so dispose of any new Shares which (by reason of the ratio which the new Shares bear to Shares held by persons entitled to an offer of new Shares} cannot in the opinion of the Directors be conveniently offered under this Article. 39. The new Shares shall be subject to the same provisions with reference to the payment of calls lien transfer transmission forfeiture and otherwise as the Shares in the original share capital. 40. The Company may by ordinary resolution: (a) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; 17 |
| (b) sub-divide its existing Shares or any of them into Shares of smaller amount than is fixed by the Memorandum of Association subject nevertheless to the provisions of section 98(1)(d) of the Act; and (c) cancel any Shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person. 41. The Company may by special resolution reduce its share capital and any capital redemption reserve fund in any manner and with and subject to any incident authorised and consent required by law. GENERAL MEETINGS 42. An annual general meeting of the Company shall be held once in every calendar year at such time and place as the Directors shall appoint. In default of the annual general meeting being held during the period specified an annual general meeting may be convened to be held at any time during the succeeding three months and may be convened by two Members or the sole Member if there is only one Member of the Company in the same manner as nearly as possible as that in which the annual general meeting is to be convened by the Directors. 43. All general meetings other than annual general meetings shall be called extraordinary general meetings. General meetings may be held in Gibraltar or elsewhere in the world. 44. The Directors may whenever they think fit convene an extraordinary general meeting and such meetings shall also be convened by such requisitionists as provided by Section 159 of the Act. If at any time there are not within Gibraltar sufficient. Directors capable of acting to form a quorum any Director or any two Members of the Company or the sole Member if there is only one Member of the Company may convene an extraordinary general meeting in the same manner as nearly as that in which meetings may be convened by the Directors. NOTICE OF GENERAL MEETINGS 45. Subject to the provisions of Section 163 (2) of the Act relating to special resolution~ seven days' notice at least (exclusive of the day on which notice is served or deemed to be served but inclusive of the day on which notice is given) specifying the place the day and the hour of the meeting and in the case of special business the general nature of such business shall be given in the manner provided by these Articles or in such other manner (if any) as may be prescribed by the Directors to such persons as are under the Regulations of the Company entitled to receive such notices from the Company but with the consent of all the Members entitled to receive notice of such particular meeting that meeting may be convened by such shorter notice and in such manner as those Members may think fit. 46. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by any Member shall not invalidate the proceedings at any meeting. 18 |
| PROCEEDINGS AT GENERAL MEETINGS 47. All business shall be deemed special that is transacted at an extraordinary meeting and all that is transacted at an ordinary meeting with the exception of sanctioning a Dividend the consideration of the accounts balance sheets and the ordinary report of the Directors and auditors the election of Directors and other officers in the place of those retiring by rotation and the fixing of the remuneration of the auditors. 48. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as herein otherwise provided two Members present in person or by proxy shall be a quorum unless there shall at any time be one Member in which event such Member alone shall have the authority to transact the business of a general meeting and shall do so by written resolution under his hand. 49. If within half an hour 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 same day in the next week at the same time and place and if at the adjourned meeting a quorum is not present within half an hour for the time appointed for the meeting the Members present shall be a quorum. 50. The chairman (if any) of the board of Directors shall preside as chairman at every general meeting of the Company. 51. If there is no such chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman the Members present shall choose one of their number to be chairman. 52. The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the 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. When a meeting is adjourned for ten days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 53. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is {before or on the declaration of the result of a show of hands) demanded by one Member present in person or by proxy and entitled to vote and unless a poll is so demanded a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or not carried by a particular majority and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution. 54. If a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 55. On a show of hands every Member present in person or by proxy and entitled to vote shall have one vote for each Share of which he is the holder. In the case of an equality of votes whether on a show of hands or a poll the chairman of the meeting shall have a second or casting vote. 19 |
| 56. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs. 57. A resolution in writing signed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in like form each signed by or on behalf of one or more Members. 58. In the ca·se of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register. 59. If a Member is suffering from mental disorder a person authorized in that behalf under section 47 of the Mental Health Act or a receiver appointed under section 49 of that Act may vote on behalf of the Member either on a show of hands or on a poll. 60. No Member shall be entitled to vote at any general meeting unless all calls in respect of Shares in the Company have been paid. 61. On a poll votes may be given either personally or by proxy. 62. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or if the appointor is a corporation either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company. 63. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid. 64. An instrument appointing a proxy may be any form which the Directors shall approve. 65. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. 66. Any corporation which is a Member of the Company may by resolution of its Directors or other governing body authorize such person as it thinks fits to act as its representative at any meeting of the Company or of any class of Members of the Company and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company. 20 |
| DIRECTORS 67. A Director shall not be required to hold any qualifying Shares. 68. The name(s) of the first Director{s) shall· be determined in writing by the majority of the subscribers to the Memorandum of Association. Unless otherwise determined by ordinary resolution the number of Directors shall not be subjected to any maximum and the minimum number of Directors shall be one. 69. The remuneration of the Directors shall from time to time be determined by the Company in general meeting if applicable. 70. Any casual vacancy occurring in the board of Directors may be filled by the Directors appointing another person to fill the vacancy for such period as the vacancy exists. The Directors may also appoint additional directors. 71. The office of a director shall be vacated if the Director: (a) is adjudged bankrupt; or (b) is suffering from mental disorder; or ( c) is absent from the meetings of Directors for six months without the leave of the other Directors or a majority of the other Directors; or ( d) resigns by notice in writing left at or sent to the office of the Company; or (e) becomes prohibited by law from acting as a director; or (f) is removed from office under the provisions of Article 100 below. 72. The Company may by ordinary resolution of which special notice has been given or by special resolution remove any Director from office notwithstanding any provisions of these Articles or of any agreement between the Company and such Director but without prejudice to any claim he may make for damages for breach of such agreement. The Company may by ordinary resolution appoint another person to be a Director in the place of a Director so removed from office. In default of such appointment the vacancy so arising may be filled by the Directors as a casual vacancy. 73. The business of the Company shall be managed by the Directors who may pay all expenses incurred in the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by these Articles required to be exercised by the Company in general meeting subject nevertheless to any regulation of these Articles to the provisions of the Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in genera! meeting but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. The general powers conferred upon the Directors by this Article shalt not be deemed to be abridged or restricted by any special power conferred upon the Directors by any other Article. 21 |
| PROCEEDINGS OF DIRECTORS 74. Meetings of the Directors may be held in Gibraltar or elsewhere in the world. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two unless there shall be a sole Director of the Company in which event such sole Director shall have authority to exercise all powers and discretions invested in the Directors by these Articles and generally and shall do so by written resolution under his hand. 75. A resolution in writing signed by all the Directors entitled to recejve notice of a meeting of the Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be} a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors but a resolution signed by a Director who has been appointed an alternate director need not also be signed by his appointer and if it is signed by a Director who has appointed an alternate director it need not be signed by the alternate director in that capacity. 76. Any Director (including an alternate director) may participate in a meeting of the Directors or a committee of Directors of which he is a member by means of a conference telephone or similar communication equipment whereby all persons participating in the meeting can hear each other and participation in a meeting in this manner shall be deemed to constitute presence in person at such meeting. 77. The Directors may meet together for the despatch of business adjourn and otheiwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of equality of votes the chairman shall have a second or casting vote. A Director may and the Secretary on the requisition of a Director shall at any time summon a meeting of the Directors. 78. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Company as the necessary quorum of Directors the continuing Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company but for no other purpose. 79. The Directors may elect a chairman of their meetings and determine the period for which. he is to hold office but if no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same the Directors present may choose one of their number to be chairman of the meeting. 80. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit any committee .so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. 81. A committee may elect a chairman of its meetings if no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same the members present may choose one of their number to be chairman of the meeting. 22 |
| 82. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in case of an equality of votes the chairman shall have a second or casting vote. 83. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Directo"r shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director. 84. The Directors shall cause minutes to be made in books provided for the following purposes: (a) of all appointments of officers made by the Directors; (b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and (c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors. ALTERNATE DIRECTORS 85. Any Director (other than an alternate director) may appoint any other Director or any other person approved by resolution of the Directors and willing to act to be an alternate director and may remove from office an alternate director so appointed by him. 86. An alternate director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointer is a member to attend and vote at any such meeting at which the Director appointing him is not personally present and g_enerally to perform all the functions of his appointor as a Director in his absence but shall not be entitled to receive any remuneration from the Company for his services as ·an alternate director. 87. An alternate director shall cease to be an alternate director if his appointer ceases to be a Director but if a Director retires but is reappointed or deemed to have been reappointed at the meeting at which he retires any appointment made by him which was in force immediately prior to his retirement shall continue after his appointment. 88. Any appointment or removal of an alternate director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors. 89. Save as otherwise provided in these Articles an alternate director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to b~ the agent of the Director appointing him. POWERS OF DIRECTORS 90. The Directors may from time to time appoint one or more of their body to the office of managing director or manager for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) as they think fit but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a Director or if the Company in general 23 |
| meeting resolves that his tenure of the office of managing director or manager be determined. Subject to the provisions of the Act the managing director or manager shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit and any so appointed may be removed by them. 91. The Directors may by Power of Attorney appoint any person to be the attorney of the Company for such purposes and with such powers authorities and discretions and for such period and subject to such conditions as they think fit. The Power of Attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may authorise the attorney to sub delegate all or any of the powers authorities and discretions vested in him. 92. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director or other officer or servant who has held any other salaried office or place of profit with the Company or to his widow or dependents and make contributions to any fund and pay premiums for the purchase or provision of any such gratuity pension or allowance. 93. Subject to notice given pursuant to Section 200 of the Act of the nature and extent of any interest held by him a Director shall be entitled to vote on any resolution concerning a matter in which he has directly or indirectly any interest or duty which is material and which conflicts with and may conflict with the interests of the Company. If he shall so vote his vote shall be counted and he shall be reckoned in estimating a quorum when any such contract or arrangement is under consideration. BORROWING POWERS 94. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking property and uncalled capital or any part thereof and to issue debentures debenture stock and other securities whether outright or as a security for any debt liability or obligations of the Company or of any third party. 95. The Directors may borrow or raise any such moneys as aforesaid upon or by the issue or sale of any bonds debentures debenture stock or securities and upon such terms as to time of repayment rate of interest price of issue or sale payment of premium or bonus upon redemption or repayment or otherwise as they may think proper including a right for the holders of bonds debentures debenture stock or securities to exchange the same for Shares in the Company or any class authorised to be issued. 96. Subject to the aforesaid the Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of the Company both present and future and confer upon any mortgagees or persons in whom any debentures debenture stock or security is vested such rights and powers as they think necessary or expedient and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised and confer upon the trustees or any debenture holders such rights and powers as the Directors may think necessary or expedient in relation to the undertaking or property of the Company or the management or the realisation thereof or the making receiving or enforcing of calls upon the Members in respect of unpaid capital and otheiwise and make and issue debentures to trustees for the purpose of further securities and any such trustee may be remunerated. 24 |
| 97. The Directors may give security for the payment of moneys payable by the Company in like manner as for the payment of money borrowed or raised but in such case the amount shall be reckoned as part of the money borrowed. 98. The Directors shall cause a proper register to be kept in accordance with the Act of all mortgages and charges specifically affecting the property of the Company and shall duly comply with the requirements of the Act in relation thereto and otherwise. APPOINTMENT AND RETIREMENT OF DIRECTORS 99. The Directors shall not be subject to retirement by rotation. 100. Any Member or Members holding a majority in nominal amount of the issued share capital which confers the right to attend and vote at general meetings may at a:ny time appoint any person to be a Director whether as an additional director or to fill a vacancy and may remove from office any Director howsoever appointed. Any such appointment or removal shall be effected by notice in writing to the Company signed by the Member or Members making the same or in the case of a corporate Member signed by any director thereof or by any other governing body thereof. Any such appointment or removal shall take effect when the notice effecting the same is delivered to the registered office or to the Secretary of the Company or is produced at a meeting of the Directors. Any such removal shall be without prejudice to any claim which a Director may have under any contract between him and the Company. DIVIDENDS AND RESERVE 101. The Company in general meeting may declare Dividends but no Dividend shall exceed the amount recommended by the Directors. 102. The Directors may from time to time pay to the Members such interim Dividends as appear to the Directors to be justified by the profits of the_ Company. 103. No Dividend shall be paid otherwise than out of profits. 104. Subject to the rights of persons (if any) entitled to Shares with special rights as to Dividends all Dividends shall be declared and paid according to the amounts paid on the Shares but if and so long as nothing is paid up on any of the Shares in the Company Dividends may be declared and paid according to the amounts of the Shares. No amount paid on a Share in advance of calls shall while carrying interest be treated for the purpose of this Article as paid on the Share. 105. Any general meeting declaring a Dividend may direct payment of such Dividend wholly or partly by the distribution of specific assets and in particular of paid-up debentures or debenture stock of any other Company or in any one or more of such ways and the Directors shall give effect to such resolution and where any difficulty arises in regard to such distribution the Directors may settle the same as they think expedient and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest any such specific assets in trustees as may seem expedient to the Directors. 106. Before recommending a Dividend the Directors may set aside out of the profits of the Company such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors be applicable for meeting contingencies or for equalising Dividends or for any other purpose to which the profits of the Company may be 25 |
| properly applied and pending such application may at the like discretion either be employed in the business of the Company or be invested in such investments (other than of the Company) as the Directors may from time to time think fit. 107. If several persons are registered as joint holders of any Share any one of them may give effectual receipts for any Dividend or other moneys payable on or in respect of the Share. 108. Any Dividends may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto or in the case of joint holders to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled or such joint holders as the case may be may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such person as the Member or person entitled or such joint holders as the case may be may direct. 109. No Dividend shall bear interest against the Company. ACCOUNTS AND AUDIT 110. The Directors shall cause to be kept proper books of accounts with respect to all sums of money received and expended by the Company and al! bills and receipts and other matters in respect of which the receipt and expenditure takes place; and all the work and operations and purchases and sales of goods by the Company. 111 The books of account shall be kept at the registered office of the Company or at such other place as the Directors think fit and shall at all times be open to inspection by the Directors. 112 The Company may appoint an auditor. Subject to the provisions of Section 180 181 and 182 of the Act and of any other law affecting the appointment of auditors to companies with limited liability, such appointment and the duties of the auditor shall be regulated in accordance with the Act. 113 The Directors shall in accordance with the Act cause to be made out in every year and to be laid before the Company in general meeting a balance sheetand profit and loss account and other reports as are necessary to be decided upon by the Directors and made up to a date not earlier than nine months before the date of the meeting. 114 The Directors shall from time to time determine whether and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member not being a Director shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in general meeting. 115 The Directors shall upon receipt of a request in writing from any Member send to such Member before the date of any general meeting a copy of every Balance Sheet (including every document required qy law to be annexed thereto) which is to be laid before the Company at such meeting with a copy of the auditor's report but subject as aforesaid the Directors shall not be obliged to send a copy of any Balance Sheet and Report to the Members. 26 |
| CAPIT ALISA Tl ON OF PROFITS 116. The Directors may with the authority of an ordinary resolution of the Company: (a) subject as hereinafter provided resolve to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account or otherwise available for distribution and not required for the payment or provision of fixed Dividends on any entitled to fixed preferential Dividends; (b) appropriate the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of Dividend and in the same proportions on condition that the same be not paid in cash but be applied on their behalf either in or towards paying up the amounts if any for the time being unpaid on any Shares held by them respectively or in paying up in full unissued Shares or debentures of the .Company of a nominal amount equal to that sum and allot the Shares or debentures credited as fully paid to those Members or as they may direct in those proportions or partly in one way and partly in the other and the Directors shall give effect to such resolution; but the Share premium account the capital redemption reserve and any profits which are not available for distribution may for the purposes of this Article only be applied in paying up unissued Shares to be allotted to Members credited as fully paid; (c) whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid Shares or debentures if any and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of Shares or debentures becoming distributable under this Article in fractions; and (d) authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively credited as fully paid of any Shares or debentures to which they are entitled upon such capitalisation or as the case may require for the payment up by the Company on their behalf by the application thereto of their respective proportions resolved to be capitalised of the amounts remaining unpaid on their existing and any agreement made under such authority being binding on all such Members. WINDING UP 117. If the Company is wound up the liquidator may with the sanction of an extraordinary resolution of the Company and any other sanction required by the Act divide among the Members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may with like sanction vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with like sanction determines but no Member shall be compelled to accept any assets upon which there is a liability. 27 |
| INDEMNITY 118. The Directors Secretary and other officers or servants for the time being of the Company acting in relation to any of the affairs of the Company or everyone of them shall be indemnified and secured harmless out of the assets and profits of the Company for and against all actions costs claims demands liabilities and taxes charges losses damages and expenses and other consequences which they or any of them shall or may incur or sustain by reason of any contract entered into or any act done concurred in or omitted or committed in or about the execution of their duty or supposed duty in their respective office except such (if any) as they shall incur or sustain by or through their own wilful neglect or wilful default respectively and none of them shall be answerable for the acts receipts neglects or default of the other or others of them or for joining in any receipts for the sake of conformity or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for the safe custody or for the defect of title of the Company to any property purchased or for any insufficiency or deficiency of or defect of title of the Company to any security upon which any moneys of or belonging to the Company shall be placed out or invested or for any loss misfortune or damage resulting from any such cause as aforesaid or direct or indirect consequences which may happen in the execution of their respective office or in relation thereto except the same shall happen by or through their own wilful neglect or wilful default respectively. SEAL 119. The Directors will provide for the safe custody of the Seal which shall be used only by the authority of the Directors or of a committee of the Directors authorised by the Directors on that behalf and every instrument to which the Seal shall be affixed shall be signed by a Director or by some other person appointed by the Directors for the purpose and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. 120. The Company may have for use in as many territories districts or places outside .. Gibraltar as the Directors shall resolve an official seat which shall be a facsimile of the Seal with the addition on its face of the name of every territory district or place where such seal is to be used. NOTICES 121. Any notice required by these Articles to be given by the Company may be given by any visible form on paper including telex facsimile and electronic mail and a notice communicated by such forms of immediate transmission shall be deemed to be given at the time it is transmitted to the person to whom it is addressed. A notice may also be given by the Company to any Member either personally or by sending it by post to him to his registered address or to the address (if any) supplied by him to the Company for the giving of notices to him. 122. Where a notice is sent by post service of the notice shall be deemed to be given by properly addressing prepaying and posting a letter containing the notice and to have been given in the case of a notice of a meeting at the expiration of forty-eight hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post. 123. If a Member has no registered address in Gibraltar and has not supplied to the Company an address for the giving of notices to him a notice addressed to him and 28 |
| advertised in a newspaper circulating in Gibraltar shall be deemed to be duly given to him at noon on the day on which the advertisement appears. 124. A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder named first in the Register in respect of the Share. 125. A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending it through the post addressed to them by name or by the title of representatives of the deceased or trustee of the bankrupt or by any like description at the address (if any) in Gibraltar supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 126. Notice of every general meeting shall be given in some manner hereinbefore authorized to every Member except those Members who have no registered address and have not supplied to the Company an address for the giving of notices to them and also to every person entitled to a Share in consequence of the death or bankruptcy of a Member who but for his death or bankruptcy would be entitled to receive notice of the meeting. No other persons shall be entitled to receive notices of general meetings. REDOMICILIATION 127. Subject to the prov1s1ons of these Articles of the Companies (Re-domiciliation} (Amendment) Regulations 1999 (as the same shall be amended from time to time) and of any other law in force from time to time pertaining to the re-domiciliation or continuation of companies under foreign law the Company shall have the power to re domicile or continue as a company incorporated under the laws of another jurisdiction which may permit such re-domiciliation or continuation in such manner provided by those laws and may by special resolution amend its Memorandum and Articles of Association to be consistent therewith. 29 |
| Names addresses and description of subscribers ABACUS NOMINEES (GIBRALTAR) LIMITED 10/8 lnternational Commercial Centre Casemates Square Gibraltar Limited Company ABACUS SERVICES (GIBRALTAR) LIMITED 10/8 International Commercial Centre Casemates Square Gibraltar Limited Company Dated this 10th day of November 2008. For ABACUS NOMINEES (GIBRALTAR) LTD For ABACUS SERVICES (GIBRALTAR) LTD Michael Mahtani Director Tanya Hurtado Director Witness to the above signatures:- Candice Hurdle 10/8 International Commercial Centre Casemates Square Gibraltar 30 |
Exhibit 3.233
| Certificate of the Incorporation of a Company No. of Company: 101696 IT IS HEREBY CERTIFIED that ROWAN (GIBRALTAR) LIMITED (originally called GREY PEARL LIMITED which name was changed by Special Resolution dated the 11th day of March Two Thousand and Ten) was incorporated as a limited company on the .18th day ofNovember Two Thousand and Eight. Given at Gibraltar, this 15th day of March Two Thousand and Ten. |
Exhibit 3.234
| THE COMPANIES ACT COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROWAN OFFSHORE (GIBRALTAR) LIMITED 1. The name of the Company is Rowan Offshore (Gibraltar) limited. 2. The registered office of the Company will be situate in Gibraltar. 3. The objects for which the Company is established are:- (1) To do all such things as are lawful to be done by a Company registered under the Companies Act of Gibraltar. (2) To establish, maintain, support and operate shipping and drilling services including both offshore exploratory and development drilling, testing and completing, working over, side tracking and deepening of wells and all ancillary services and for these purposes or as independent undertakings, to import, export to and from any part of the world, purchase, take in exchange, charter, hire, build, construct, or otherwise acquire, and to own, work, manage, man, provide or contract personnel, contract and trade with mobile offshore drilling platforms, motor and other vehicles, steam, sailing, motor and other ships, trawlers, drifters, tugs and vessels, and aircraft with all necessary and convenient equipment, engines, tackle, gear, furniture and stores, or any shares or interest in platforms, rigs, ships, vessels, aircraft, motor and other vehicles, including shares, stocks or securities of companies possessed of or interested in any platforms, rigs, ships, aircraft or vehicles and to maintain, repair, fit out, refit, improve, insure, alter, sell, exchange or let out on hire or hire purchase, or charter or otherwise deal with and dispose of any of the platforms, rigs, ships, vessels, aircraft and vehicles, shares, stock and securities or any of the engines, tackle, gear, furniture, equipment and stores of the Company. (3) To undertake and carry on all or any of the trade and businesses of shippers, ship owners, ship brokers, shipping agents and insurance brokers, underwriters, ship managers, tug owners, loading brokers, freight contractors, carriers by land, air and water, transport, haulage and general contractors, barge owners, lightermen, railway and forwarding agents, dock owners, engineers, ice merchants, refrigerators, store keepers, ships1 store merchants, ships' husbands, stevedores, warehousemen, wharfingers, salvors, ship builders, ship repairers, manufacturers of and dealers in rope, tarpaulins, waterproofs, machinery, engines, nautical instruments and ships' rigging, gear, fittings and equipment of every description, importers and exporters of and dealers in goods, provisions, live and dead stock, commodities, articles, chattels, merchandise and property of every kind. |
| (4) To carry on business throughout the worfd as advisers, consultants, capitalists, financiers, concessionaires and merchants and to undertake and carry on and execute and advise others for profit or otherwise to invest in and manage for others all kinds of financial, commercial, trading and other operations; to guarantee the banking account, obligations and contracts of any person, firm or company with or without consideration and to give all kinds of guarantees, indemnities and third party securities; to act as manager, nominee, trustee, agent, factor, broker, executor, administrator, receiver for or otherwise on behalf of companies, corporations, firms or persons, whether gratuitously or for reward and to carry out controlled activities and perform financial services whether regulated or otherwise, and to act as a nolding company, to hold, subscribe for, purchase, underwrite, acquire, sell and deal in shares, stocks, funds, debentures and debenture stocks or other obligations of any government, authority, body of persons, company or corporation, and to hold, purchase or acquire, sell and deal in mortgages, negotiable instruments, obligations and property of every kind and any options or_rights in respect thereof. (5) To carry on business throughout the world and to act as manufacturers, merchants, traders, commission agents, carriers, or in any other capacity, and to import, export, buy, sell, barter, exchange, pledge, make advances upon, or otherwise deal in commodities, goods, produce, articles, and merchandise of all kinds, both wholesale and retail, and to transact every kind of marketing and agency business and generally to engage in any business or transaction which may seem to the Company directly or indirectly conducive to its interests and to carry out all types of research. (6) To purchase for investment or resale and to traffic in land and house and other property of any tenure and any interest therein and create, sell and deal in freehold and leasehold ground rents, and to make advances upon security of land or house or other property or any interest therein and generally to deal in, traffic by way of sale, lease, exchange or otherwise with land or house property and any other property whether real or personal anywhere in the world; to develop and turn to account any land acquired by the Company or in which the Company is interested, and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others. (7) To undertake and carry on the business of accident, employers' liability, fidelity guarantee, third party, burglary or theft, fire, tife, marine, storm, vehicle, plate glass and mortgage or other investment insurance, or any of them, and to transact all or any other kinds of insurances and carry on all or any class of insurance business. (8) To carry on business as insurers, insurance managers, brokers and agents, and underwriting agents in all classes of insurance and reinsurance and as insurance advisers, pensions advisors, and consultant assessors, valuers, surveyors and average adjusters and mortgage brokers, and to undertake the provisions of hire purchase and credit sale finance and to act as factors. |
| (9) To carry on the business of a telephone, telegraph, cable and wireless communications company and to establish, work, manage, sell, hire out and maintain telephone exchanges, cable communications, telegraph offices and radio and television receiving and transmitting stations and any other application of information or communication technology whether involving sounds, visual images, electrical impulses or otherwise. (10) To carry on electronic trade and e-commerce and to carry on business as internet service providers and web-site designer, to design, create and market e commerce systems and e-commerce planning and marketing services, to provide graphic design and animation and consultancy services in web-enabling software, date collection and web-writing. (11) To carry on the business of designing, manufacturing, selling, hiring out, leasing, buying, installing, maintaining, repairing and operating computer hardware and software and accessories of all kinds, recording instruments and electronics, electrical and mechanical apparatus, equipment and fittings of all kinds whatsoever. To purchase or otherwise acquire, construct, maintain and deal with land, submarine and earth satellite telegraphs (including all · other electrical, electronic or other apparatus for transmitting message or information by any means) and also lands, works, buildings and apparatus in any part of the world. (12) To manage, establish and maintain or procure the establishment and maintenance of any share option or share incentive or profit sharing schemes or trusts or any non-contributory or contributory pension or superannuation schemes or funds for the benefit of, and to make or give or procure the making or giving of loans, donations, gratuities, pensions, allowances or emoluments whether in money or moneys worth to, or to trustees on behalf of, any persons who are or were at any time in the employment or service of the company, or of any company which is a subsidiary of the company or is allied to or associated with the company or with any such subsidiary company or who are or were at any time directors or officers of the company or of any such other company as aforesaid, or any persons in whose welfare the company or any such other company as aforesaid is or has been at any time interested, and the wives, husbands, widows, widowers, families and dependants of any such persons. ( 13) To establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the company or of any such other company as aforesaid, or of any such persons as aforesaid, and to make payments for or towards the insurance of any such persons as aforesaid. (14) To invest the capital and other moneys of the Company in the purchase or upon the security of shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and securities of any kind fssued or guaranteed by any Company, Corporation or undertaking of whatever nature and wheresoever constituted or carrying on business, and shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and other securities issued or guaranteed by any Government, Sovereign Ruler, Commissioners, Trust, Municipal, Local or other authority or body of whatever nature anywhere in the world. |
| (15) To invest money in such manner as may from time to time be thought proper to negotiate loans of every description and to vary the investments of the Company and to open, operate and close accounts with banks or other financial institutions. (16) To carry on business as tourist agents and contractors and to promote the provision of conveniences of all kinds in the way of through tickets, circular tickets, sleeping cars or berths, reserved places, hotel and lodging accommodation, guides, safe deposits, enquiry bureaux, libraries, lavatories, reading rooms, baggage transport and otherwise. (17) To carry on business as hotels keepers, lodging house and restaurant keepers, transport agents, insurance agents, bankers and innkeepers. (18) To carry on business of proprietors of docks, wharves, jetties, piers and stores, dredgers, tug owners, manufacturers, merchants, traders, commission agents, shipowners, carriers or in any other capacity in any part of the world, and to manufacture, produce, import, export, buy, sell, charter, exchange, pledge, make advances upon or otherwise deal in goods· , produce, articles and merchandise. (19) To acquire by purchase, exchange or otherwise, either for an estate in fee simple or for any less estate or interest, whether in possession or in reversion and whether vested or contingent, lands, houses, buildings, · tenements and premises of any tenure whether subject or not to any charges or encumbrances, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any of such lands, houses, buildings, tenements and premises. (20) To construct, erect and maintain either by the Company or other parties, sewers, roads, streets, works, buildings, houses, flats, shops and all other works erection and things of any description whatsoever, either upon the lands acquired by the Company or upon other property of the Company. (21) To let on lease any such premises or parts thereof and to provide such facilities for the occupiers or tenants thereof as are commonly provided in residential flats, businesses, offices or hotels. (22) To remunerate any person, firm or company rendering services to the Company, either by cash payment or by the allotment to him or them of shares or securities of the Company credited as fully paid up in full or part or otherwise as may be thought expedient. (23) To sell, let, lease, grant licences, easements and other rights over and in any other manner, dispose of or deal with the whole or any part of the undertaking property, assets, rights, effects, and business of the Company for such consideration as may be thought fit and in particular for a rent or rents or stock, shares, debentures, debenture stock or other obligations of any other Company. (24) To purchase or otherwise acquire for any estate or interest any property or assets or any concession, licences, grants, patents, trade marks or other exclusive or non-exclusive rights of any kind which may appear to be necessary or convenient for any business of the Company, and to develop and turn to account and deal with the same in any manner as may be thought expedient and to make experiments, and tests and to carry on all kinds of research work. |
| (25) To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular by mortgages or charges upon the undertaking and all or any of the property and assets (present), and the uncalled capital the Company, or by the creation and issue on such terms and conditions as may be thought expedient of debentures stock or other securities of any description. (26) To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, the payment and repayment of the capital and principal of and dividends, interest or premiums payable on any stock, shares and securities of any company whether having objects similar to those of this Company or not and to give all kinds of indemnities. (27) To draw, make, accept, endorse, discount, negotiate, execute, issue, buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments. (28) Either with or without the Company receiving any consideration or advantage direct or indirect to secure, guarantee or undertake in any manner and upon any terms whatsoever the payment of any sum of money or the performance of any obligation by any person, firm or company including but without prejudice to the generality of the foregoing any holding, subsidiary or associated company. (29) To amalgamate or enter into partnership or any joint purse or profit sharing arrangements with and to co-operate in any way with or assist or subsidise any company, firm or person, and to purchase or otherwise acquire and undertake all or any part of the business property and liabilities of any person, body or company trading in any business which this Company is authorised to carry on or possess any property suitable for the purposes of the Company. (30) To acquire upon such terms as the Directors shall think fit, all or any of the stocks, shares and securities of and the whole of or any interest in the undertaking and business of any companies, firms or persons carrying on any business suitable for the purposes of the Company, without prejudice to the generality of this object. (31) To promote or concur in the promotion of any company the promotion of which shall be considered desirable. (32) To procure the Company to be registered or recognised in any country, state or place abroad and to comply with any conditions necessary or expedient in order to enable the Company to carry on business in any country, state or place abroad. (33) To subscribe or guarantee money for any national, charitable benevolent, public, · general or useful object, or for any exhibition, or any purpose which may be considered likely directly or indirectly to further the objects of the Company or the interests of its members. (34) To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital may be made except with the sanction (if any) for the time being required by law. |
| (35) To take part in the management, supervIsIon, or control of the business or operations of any Company or undertaking and for that purpose to appoint and remunerate any Directors, Accountants or other experts or agents. (36) To grant pensions or gratuities to any employees or ex-employees and to officers and ex-officers (including Directors and ex-Directors) of the Company or its predecessors in business, to the relations connections or dependants of any such person, and to establish or support associa,tions, institutions, clubs, funds and trusts which may . be considered calculated to benefit any such persons or otherwise advance the interest of the Company or of its members and to establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company's employees to enable them to purchase shares of the Company, and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees or any of them. (37) To do all or any of the things and matters aforesaid in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others. (38) To remunerate any company, firm or person for services rendered in the promotion of the Company or the issue or placing of the shares, stock, debentures, debenture stock or other obligations of the Company and to pay all expenses incurred in connection with such promotion or the creation, issue and placing of any shares, stock, debentures, debenture stock or other obligations. (39) To do all or any other acts and things which in the opinion of the Company may be conducive or incidental to the objects of the Company. AND it is hereby declared that the objects of the Company as specified in each of the foregoing paragraphs of this clause (except only if and so far as otherwise expressly provided in any paragraph) shall be separate and distinct objects of the Company and shall not be in anyway limited by reference to any other paragraph or the order in which the same occur or the name of the Company. In particular the objects set forth in the foregoing paragraphs of this clause shall not be deemed to qualify restrict or reduce the powers of the Company under paragraph (1) of.this Clause. 4. The liability of the members is limited. 5. The Share Capital of the Company is US$2,000.00 divided into 2,000 Ordinary shares of US$1 .00 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. |
| WE, the several persons whose names, addresses and descriptions are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective· names. Names, Addresses and Number of Shares Descriptions of taken by each Subscribers Subscriber ··---········----•·-----------------·----------------------------·~--------·---------- -- ---- -- ------------------· ·····-··-··-- ROWAN DRILLING (GIBRALTAR) LIMITED SUITE 1, BURNS HOUSE 19 TOWN RANGE GiBRALTAR CORPORATION DATED the 14 February 2012 /'? Witness to ·ne'above signatures:- J/ .,.....A-:;;?elique Gaetto # 5 Aquitania House f/ Varyl Begg Estate · Gibraltar Company Administrator ONE HUNDRED |
| THE COMPANIES ACT COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROWAN OFFSHORE (GIBRALTAR) LIMITED 1. Subject as hereinafter provided the regulations in Table "A" in the First Schedule to the Companies Act shall apply to the Company. 2. Clauses 3, 34, 66, 69, 72, 73, 74, 75, 76 and 77 of Table "A" shall not apply to the Company. 3. The Company is a Private Company and accordingly:- (a) The right to transfer shares in the Company shall be restricted in the manner hereinafter appearing. (b) The number of members of the Company (not including persons who are in the employment of the Company and persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of that employment to be members of the Company) is limited to fifty; Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of the paragraph be treated as a single member. (c) No invitation shall be made to the Public to subscribe for any shares. or debentures of the Company. (d) The Company shall not have power to issue Share Warrants to bearer. 4. The Share Capital of the Company is US$2,000.00 divided into 2,000 Ordinary shares of US$1 .00 each. 5. Save as the Company may by Ordinary Resolution otherwise direct, the shares in the Company shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper, but so that no shares be issued at a discount, except in accordance with the Act. |
| 6. The Register of Members of the Company shall be kept in Gibralt_ ar ·and the Company shall not keep any other Register outside Gibraltar. 7. One member personally present shall form a quorum at a General Meeting and accordingly in Clause 45 of Table "A" the word "three" shall be substituted by the word "one". 8. The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors, or General meetings or otherwise in or about the business of the Company. 9. A Director who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interest in manner required by Section 200 of the Act. A Director may vote in respect of any such contract or proposed contract and if he does so vote his vote shall be counted and he shall be capable of constituting a quorum at any meeting of the Directors at which any such contract - or proposed contract shall come before the Board for consideration. · 1 O .A Director may hold any other office or place under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. 11.Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director provided that nothing herein contained shall authorise a Director or his firm to act as Auditor of the Company. 12. The office of a Director shall be vacated in any of the following events, namely:- (a) If he becomes prohibited by law from acting as a Director. (b) (If not being an Executive Director holding office as such for a fixed term) he resigns by writing under his hand left at the office. (c) If he has a receiving order made against him or compounds with his creditors generally. (d) If he becomes of unsound mind. (e) If he be absent from meetings of the Directors for six months without leave and the Directors resolve that his office be vacated. |
| (f) 13 (a) (b) If he shall hold any office or place of profit ih competition with the Company. The appointment and removal of Directors shall be effected by Ordinary Resolution of the Company in General Meeting. The Company may by Ordinary Resolution in General Meeting appoint a sole Director. The Company may from time to time in General Meeting increase or reduce the number of Directors. Any casual vacancy occurring in the Board of Directors may be filled by the Directors appointing another person to fill the vacancy for such period a~ the vacancy exists. The Directors may also appoint additional Directors, subject to the maximum number permitted from time to time. 14. Clause 82 of Table "A" shall be amended by the addition of the following words at the end of the clause "except when the Company has by Ordinary Resolution in General Meeting appointed a sole Director in which case such Director shall be empowered to act alone". 15.Any Director may at any time appoint any person approved by the Directors to be an Alternate Director of the Company and may at any time remove any Alternate Director so appointed by him. An Alternate Director so appointed shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointer by way of remuneration for his services as a Director as the appointer may by notice in writing to the Company from time to time direct; but save as aforesaid shall not in respect of such appointment be entitled to receive any remuneration from the Company, nor be required to hold any qualifications but shall otherwise be subject to the provisions of these presents with regard to Directors. An Alternate Director shall (subject to his giving to the Company an address in Gibraltar at which notices may be served upon him) be entitled to receive notices of all meetings of the Directors, and to attend and vote as a Director at any such meetings at which the Director appointing him is not personally present, and generally at such meetings to perform all the functions of his appointer as a Director in the absence of such appointer: An Alternate Director shall ipso facto cease to be an Alternate Director if his Appointer ceases for any reason to be a Director, provided that if any Director retires by rotation but is re-elected at the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not so retired. All appointments and removals of Alternate Directors shall be effected by writing under the hand of the Directors making or revoking such appointment left at the office. 16.AII cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable 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 the Directors shall from time to time by resolution determine. |
| 17 .. The Secretary shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract or service between him and the Company. 18. Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors. 19. The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. 20. The Directors may from time to time at their discretion raise or borrow or secure the payme_ nt of any sum or sums of money for the purposes of the Company. 21. The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and. in particular by the issue of bonds, debentures, debenture -stocks, notes or other obligations of the Company charged upon all or any part of the property of the Company (present and future) including its uncalled capital for the time being. 22. The Company may, upon the recommendation of the Directors by Ordinary Resolution resolve that it is desirable to capitalise any sum standing to the credit of profit or loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the members in the proportion in which the sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf, either in or towards paying up the amounts outstanding if any for the time being paid on any shares held by such members respectively or in paying up in full un-issued shares or debentures to the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed credited as fully paid up amongst such members in the proportion aforesaid or partly in one way and partly in another. 23. The Company may from time to time by Special Resolution increase the Share Capital by such sum to be divided into shares of such amount as the Resolution shall prescribe. 24. Subject to the provisions of the Act, every Director, Auditor, Secretary or other Officer of the Company shall be entitled to be indemnified by the Company against all costs, |
| charges, losse.s, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto. 25. A Memorandum in writing signed by all the Directors of the Company for the time being and pasted ln or attached to the Minute Book and taking the form of one or more documents in writing or by telex, telegram, cable, facsimile or other written electronic communication shall be as effective for all purposes as a Resolution of the Directors passed at a Meeting duly convened, held and constituted. 26.Any one of more members of the Board of Directors may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 27.A Memorandum in writing signed by all the Members of the Company for the time being and pasted in or attached to the Minute Book and taking the form of one or more documents in writing or by telex, telegram, cable, facsimile or other written electronic communication shall be as effective for all purposes as a Resolution of the Company passed in General Meeting duly convened and held. 28. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes · and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 29. If the Company shall be wound up the liquidator may, with the sanction of an Extraordinary Resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members to different classes of members. The Liquidator may with the like sanction, vest the whole or any part or the such asset in trustees upon such trusts for the benefit of contributories as the liquidator with the like sanction shall think fit, but so that no member shall be compelled to accept any shares or other securities whereupon there is any liability. 30. Subject to the provisions of the Act, the Company may purchase its own shares (including any Redeemable Preference Shares) and make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares. |
| --------------------------------------------------------------------------- NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS ---------------------------------------------------------------------------- ROWAN DRILLING (GIBRALTAR) LIMITED SUITE 1, BURNS HOUSE 19 TOWN RANGE GIBRALTAR CORPORATION -------------------------------- ------------------ DATED the 14 February 2012 Witness to the above signatures:..: ~ ~ngelique Gaetto 5 Aquitania House Vary! Begg Estate Gibraltar Company Administrator |
Exhibit 3.235
| Certificate of the Incorporation of a Company No. of Company: 107364 IT IS HEREBY CERTIFIED that Rowan Offshore (Gibraltar) Limited is this day incorporated under the Companies Act and that the company is limited. Given at Gibraltar, this 15th day of February Two Thousand and Twelve. ,.?.-,t -~:.< r:} .' -~ ~ ~ ~ :: ~ ;~ .. : . ~~ ., ~ - ~ - '"'"""-- ehalf of the r of Companies |
Exhibit 3.236
| Rowan Offshore Luxembourg S.a r.l -- Sociiti ll responsahiliti limitie :si ~e s.itcia1 . 4' 8, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg Grand-Duche de Luxembourg G R.C.S. Luxembourg: B 162526 ASSEMBLEE GENERALE EXTRA ORD IN AIRE DU 25 JUILLET 2018 In the year two thousand and eighteen , on the twenty-fifth day of July. Before Maitre Jacques Kesseler, notary residing in Petange, Grand Duchy of Luxembourg, undersigned. There appeared: RDC Offshore Malta Limited, a limited company organized under the laws of Malta, having its registered office at Level 2, West Mercury Tower, Elia Zammit Street, The Exchange Financial & Business Centre, STJ 3155, St. Julian's, Malta, registered with the companies register of Malta under number C 65624, the sole shareholder of the Company (the "Sole Shareholder"), Here represented by Mrs. Sofia Afonso Da Chao Conde, notary clerk, with professional address at 13 Route de Luxembourg, L-4761 Petange, Grand Duchy of Luxembourg, by virtue of a power of attorney given under private seal.. Such proxy after having been signed "ne varietur" by the proxy holder acting on behalf of the appearing party and the undersigned notary, shall remain attached to the present deed to be filed with such deed with the registration authorities. The appearing party, represented as stated above, has requested the undersigned notary to record the following: I. The appearing party is the sole shareholder of Rowan Offshore Luxembourg S.a r.l, a Luxembourg private limited liability company ("societe a responsabilite limitee"), having its registered office at 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register ("R.C.S. Luxembourg") under number B 162526 (the "Company"). II. The 6,025,000 (six million twenty-five thousand) shares, with a nominal value ofUSD I (one United States Dollar) each, representing the entirety of the share capital of the Company being |
| represented, the meeting can therefore validly decide on all the items of the agenda of which the Sole Shareholder expressly states having been duly informed beforehand. III. The agenda of the meeting is the following: AGENDA 1. Waiving of notice right; 2. Amendment and full restatement of the Company's articles of association; and 3. Miscellaneous. After the foregoing was approved by the Sole Shareholder, represented as stated above, the following resolutions have been taken: FIRST RESOLUTION: The Sole Shareholder resolves to waive its right to the prior notice of the current meeting; the Sole Shareholder acknowledges being sufficiently informed on the agenda and considers the meeting to be validly convened and therefore agrees to deliberate and vote upon all the items of the agenda. The Sole Shareholder further resolves that all the relevant documentation has been put at the disposal of the Sole Shareholder within a sufficient period of time in order to allow it to examine carefully each document. SECOND RESOLUTION: The Sole Shareholder resolves to amend and fully restate the Company's articles of association to make them compliant with the new provisions of the law of 10 August 1915, as amended. The restated articles of association of the Company shall read as follows: "Name - Object - Registered office - Duration Art. 1. There is hereby formed a "societe a responsabilite limitee", private limited liability company (the "Company''), governed by the present articles of association (the ''Articles'') and by current Luxembourg laws (the "Law''), in particular the law of JO August 1915 on commercial companies, as amended (the "Commercial Companies Law''). The Company may change its corporate form subject to the relevant provisions of the Commercial Companies Law. Art. 2. The Company's name is "Rowan Offshore Luxembourg S.a r.l". Art. 3. The Company's purpose is: (1) To take participations and interests, in any form whatsoever, in any commercial, industrial,financial or other, Luxembourg or foreign companies or enterprises; (2) To acquire through participations, contributions, underwriting, purchases or options, negotiation or in any other way any securities, rights and interest in property as the Company shall deem fit; (3) Generally to hold, manage, develop, sell or dispose of the same, in whole or in part, for such consideration as the Company may think fit, and in particular for shares or securities of any company purchasing the same; (4) To enter into, assist or participate in financial, commercial and other transactions; |
| (5) To grant to any holding company, subsidiary, or fellow subsidiary, or any other company which belongs to the same group of companies of the Company (the ''Affiliates'') any assistance, loans, advances or guarantees (in the latter case, even in favour of a third party lender of the Affiliates); (6) To borrow and raise money in any manner including by issuing bonds and to secure the repayment of any money borrowed; (7) To purchase, sell, transport freight, charter and manage sea going vessels, and perform all.financial and commercial operations and activities relating directly or indireclty thereto. In addition, the Company may own, lease, operate and/or provide equipment used in contract drilling services in oil and gas drilling operations; acquire, hold, manage, sell or dispose of any such related equipment as well as sea-going vessels; enter into, assist or participate in financial, commercial and other transactions relating to contract drilling services and sea-going vessels; and (8) Generally to do all such other things as may appear to the Company to be incidental or conducive to the attainment of the above objects or any of them. The Company can perform all commercial, technical and financial operations, connected directly or indirectly in all areas as described above in order to facilitate the accomplishment of its purpose. Art. 4. The Company has its registered office in the City of Luxembourg, Grand-Duchy of Luxembourg. Subject to the provisions of the Law, the board of managers or the sole manager ( as the case may be) may transfer the registered office of the Company within the same municipality or to any other municipality in the Grand Duchy of Luxembourg and amend these Articles accordingly. The registered office of the Company may also be transferred by means of a resolution of an extraordinary general meeting of shareholders or of the sole shareholder (as the case may be) adopted under the conditions required by the Law. The Company by a resolution of the board of managers or the sole manager (as the case may be) may establish offices and branches (whether or not a permanent establishment) both in the Grand Duchy of Luxembourg and abroad. In the event that the board of managers or the sole manager (as the case may be) should determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the board of managers or the sole manager ( as the case may be) of the Company. Art. 5. The Company is constituted for an unlimited duration. Art. 6. The life of the Company does not come to an end by death, suspension of civil rights, bankruptcy or insolvency of any shareholder. Art. 7. The creditors, representatives, righiful owner or heirs of any shareholder are not allowed, in any circumstances, to require the sealing of the assets and documents of the Company, nor to interfere in any manner in the management of the Company. They must for the exercise of their rights refer to |
| financial statements and to the decisions of the meetings of shareholders or of the sole shareholder (as the case may be). Capital - Shares Art. 8. The subscribed share capital amounts to six million twenty-five thousand United States Dollars (USD 6,025,000) divided into six million twenty-five thousand (6,025,000) shares having a nominal value of one United States Dollar (USD 1) each. The amount of the share capital of the Company may be increased or reduced by means of a resolution of the extraordinary general meeting of shareholders or of the sole shareholder ( as the case ....,, '1) J.. e i ,.A~~tnA .. ~Ao- th n n~nd;t;o ~ s re"";reA.fi ~- ;1.o r,= n=A=a=• ~-r ,Z.o ,l.,;;c los ,,,,,.,,,.,r u / wuvy'-eu- i,i,i,w--c,1 i- n:, vvr ui ti t.JUi u v r 1, ft-c; u1rier1,u111,c;-11,~ UJ-iTH: 7 1"'l..l 1,1, ,~ • Art. 9. The shares of the Company are in registered form only. Each share confers an identical voting right and each shareholder has voting rights commensurate to his shareholding. In case of share(s) subject to an usufruct duly notified to or accepted by the Company in accordance with article 1690 of the civil code, voting rights are exercised by the bare owner except for the decisions related to the allocation of profits which belong to the usufructuary. Art. 10. The shares are freely transferable among the shareholders. Shares (or usufruct and bare ownership thereof) may not be transferred "inter vivas" to non shareholders unless shareholders holding at least seventy-five percent (75%) of the shares of the Company shall have agreed thereto, except when the Company has one single shareholder or when the shares to be transferred represent the full amount of all the shares issued by the Company. If a shareholder intends to transfer share(s) to a third party, such shareholder must send a notice to the Company with all relevant details of the proposed transfer, including the identity of the transferee, the transfer price (the "Proposed Transfer Price''), and, if relevant the conditions applicable to the transfer. If the proposed transfer is not approved by the shareholders in accordance with this Article, the shareholders may, within three (3) months.from the date of the refusal, acquire the share(s) on aprorata basis between them (unless otherwise agreed between them) or procure the acquisition of the share(s) by another party at a price corresponding to the Proposed Transfer Price, except if the transferring shareholder renounce to the sale of its share(s). Upon request of the board of managers or the sole manager (as the case may be), the three-month period can be extended for a maximum period of six (6) months by the judge presiding the chamber of the district court (Tribunal d' Arrondissement) dealing with commercial matters and sitting as in summary proceedings. To the extent that the shareholders have not proposed to acquire share(s), the Company may within the same time.frame and with the consent of the transferring shareholder, decide to reduce its share capital by an amount corresponding to the aggregate nominal value of the relevant share(s) and redeem and cancel such share(s) at a price corresponding to the Proposed Transfer Price If following the expiry of the above-mentioned periods, the shares have not been acquired or redeemed in accordance with the preceding paragraphs, the transferring shareholder may freely sell its share(s) to the proposed transferee at the transfer price and conditions which were notified to the Company. Furthermore, the provisions of Article 710-13 of the Commercial Companies Law shall apply. |
| The shares are indivisible with regard to the Company, which admits only one owner per share. In case a share is owned by several persons, they shall appoint a single representative who shall represent them in respect of the Company. The Company has the right to suspend the exercise of all rights attached to that share, except for relevant information rights, until such representative has been appointed. In the event of death, the shares of the deceased shareholder may only be transferred to new shareholders subject to the approval of such transfer given by the remaining shareholders holding at least seventy-five percent (75%) of the shares owned by the remaining shareholders. Such approval is however not required in case the shares are transferred either to parents, descendants or the surviving spouse or any other legal heir of the deceased shareholder. However, shares allocated against sweat contributions may not be transferred neither to shareholder(s) nor to non-shareholder(s). Art. 11. The Company shall have power to redeem its own shares subject to the relevant provisions of the Commercial Companies Law. Such redemption shall be carried out by means of a resolution of an extraordina,y general meeting of the shareholders or of the sole shareholder (as the case may be), adopted under the conditions required for the amendment of the Articles, provided that such redemption has been proposed to each shareholder in the proportion of the capital represented by their shares. However, if the redemption price is in excess of the nominal value of the shares to be redeemed, the redemption may only be decided to the extent that the excess purchase price may not exceed total profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed to reserve pursuant to the requirements of the Law or of the Articles. The board of managers or the sole manager (as the case may be) is authorized to cancel the redeemed shares held in treasury, to resolve on the corresponding decrease of the share capital of the Company and to take or authorize any person to take any necessary steps for the purpose of obtaining execution and publication of the amendment of the first paragraph of Article 8 of these Articles. Management Art. 12. The Company will be managed by one or more managers. ff several managers have been appointed, they will constitute a board of managers composed of one or several category A manager(s) and one or several category B manager(s). The manager(s) need not be shareholders of the Company. The manager(s) shall be appointed and designated as category A manager or category B manager, and her/his/its/their remuneration determined, by a resolution of the general meeting of shareholders taken by simple majority of the votes cast, or of the sole shareholder (as the case may be). The remuneration of the manager(s) can be modified by a resolution taken at the same majority conditions. The general meeting of shareholders or the sole shareholder (as the case may be) may, at any time and "ad nutum ", remove and replace any manager. All powers not expressly reserved by the Law or the Articles to the general meeting of shareholders or to the sole shareholder (as the case may be) fall within the competence of the board of managers, or of the sole manager (as the case may be). i |
| In dealing with third parties, the manager, or, in case of plurality of managers, the board of managers will have all powers to act in the name of the Company in all circumstances and to carry out and approve all acts and operations consistent with the Company's object, provided the terms of these Articles shall have been complied with. The Company shall be bound by the sole signature of its single manager, and, in case of plurality of managers, by the joint signature of one category A manager and one category B manager. The board of managers or the sole manager (as the case may be), may from time to time sub delegate her/his/its powers for specific tasks to one or several ad hoc agent(s) who need not be shareholder(s) or manager(s) of the Company. The board of managers, or the sole manager (as the case may be) will determine the powers, duties and remuneration (if any) of its agent(s), the duration of the period of representation and any other relevant conditions of his/their agency. Art. 13. In case of plurality of managers, the decisions of the managers are taken by meeting of the board of managers. The board of managers may appoint among its members a chairman to chair the meeting which, in case of tie vote, shall not have a casting vote. It may also appoint a secretary, who needs not to be a manager, who shall be responsible for keeping the minutes of the meetings of the board of managers or for such other matter as may be specified by the board of managers. The board of managers shall meet when convened by any manager. Notice of any meeting of the board of managers shall be given to all managers at least 2 (two) days in advance of the time set for such meeting except in the event of emergency, the nature of which is to be set forth in the minute of the meeting. Any convening notice shall specify the time and place of the meeting and the nature of the business to be transacted. Convening notices can be given to each manager by word of mouth, in writing or by fax, cable, telegram, telex, electronic means or by any other suitable communication means. The notice may be waived by the consent, in writing or by fax, cable, telegram, telex, electronic means or by any other suitable communication means, of each manager. The meeting will be duly held without prior notice if all the managers are present or duly represented. No separate notice is required for meetings held at times and places specified in a schedule previously adopted by a resolution of the board of managers. Any manager may act at any meeting of the board of managers by appointing in writing or by fax, cable, telegram, telex or electronic means another manager as his/her/its proxy. A manager may represent more than one manager. The managers may participate in a board of managers meeting by phone, videoconference, or any other suitable telecommunication means allowing all persons participating in the meeting to hear each other at the same time, provided that a majority of the managers shall never attend the meeting while being located in the same foreign jurisdiction. |
| Such participation in a meeting is deemed equivalent to a participation in person at a meeting of the managers and the meeting is deemed to be held at the registered office of the Company. The board of managers can validly deliberate and act only if the majority of its members is present or represented, including at least one category A manager and one category B manager. Decisions of the board of managers are adopted by the majority of the managers participating to the meeting or duly represented thereto, including at least one category A manager and one category B manager. The deliberations of the board of managers shall be recorded in the minutes, which have to be signed by the chairman or one category A manager and one category B manager .. Any transcript of or excerpt from these minutes shall be signed by the chairman or one category A manager and one category B manager. Resolutions in writing approved and signed by all managers shall have the same effect as resolutions passed at a managers' meeting and shall be deemed to be taken at the registered office of the Company. The date of such resolutions shall be the date of the last signature. In such cases, written resolutions can either be documented in a single document or in several separate documents having the same content. Written resolutions may be transmitted by ordinary mail, fax, cable, telegram, telex, electronic means, or any other suitable telecommunication means. Any manager who has, directly or indirectly, a patrimonial interest conflicting with the interest of the Company in connection with a transactionfallingwithin the competence of the board of managers, must inform the board of managers of such conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant manager may not take part in the discussions relating to such transaction or vote on such transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item. Where the Company comprises a single manager, transactions made between the Company and the manager having an interest conflicting with that of the Company are specifically mentioned in the resolution of the sole manager. Where, by reason of a conflicting interest, the number of managers required in order to validly deliberate and vote is not met, the board of managers may in its sole discretion either deliberate and take the decision at the majority of the non-conflicted managers or decide to submit the decision on this specific item to the general meeting of shareholders. The conflict of interest rules shall not apply where the decision of the board of managers or the sole manager relates to day-to-day transactions entered into under normal conditions. Art. 14. Any manager does not contract in his function any personal obligation concerning the commitments regularly taken by him in the name of the Company; as a representative of the Company, he is only responsible for the execution of his mandate. Art. 15. The daily management of the Company, as well as, the representation of the Company in relation to such daily management may be delegated to one or more managers, officers or other agents, acting individually or jointly. Their appointment, removal and powers shall be determined by a resolution of the board of managers or the sole manager (as the case may be). |
| General meetings of shareholders Art. 16. In case of plurality of shareholders, decisions of the shareholders are taken as follows: Except in case of proposed amendments to these Articles, the holding of a shareholders meeting is not compulsory as long as the shareholders number is less than 60 (sixty). In such case, each shareholder shall receive the whole text of each resolution or decision to be taken, transmitted in writing or by fax, cable, telegram, telex, electronic means or any other suitable telecommunication means. Each shareholder shall vote in writing. If the shareholders number exceeds 60 (sixty), the decisions of the shareholders are taken by meetings of the shareholders. In such a case 1 (one) general meeting shall be held at least annually in the Grand Duchy of LuxernbouP g within 6 (Bix) ;nonths of the closing of the last financial year. Other general meetings of shareholders may be held at any time specified in the notice of the meeting. Art. 17. General meetings of shareholders are convened and written shareholders resolutions are proposed by the board of managers, or the sole manager (as the case may be), failing which by shareholders representing more than half of the share capital of the Company. Written notices convening a general meeting and settingforth the agenda shall be made pursuant to the Law and shall be sent to each shareholder at least 8 (eight) days before the meeting, except for the annual general meeting for which the notice shall be sent at least 21 (twenty-one) days prior to the date of the meeting. All notices must specify the time and place of the meeting. If all shareholders are present or represented at the general meeting and state that they have been duly informed of the agenda of the meeting, the general meeting may be held without prior notice. Any shareholder may act at any general meeting by appointing in writing or by fax, cable, telegram, telex, electronic means or by any other suitable telecommunication means another person who needs not be shareholder. Each shareholder may participate in general meetings of shareholders. Each share entitles to one vote in general meetings of shareholders. The board of managers (or the sole manager as the case may be) may suspend the voting rights of any shareholder in breach of his obligations under these Articles or under any relevant contractual arrangement entered into by such shareholder and to which the Company is a party. A shareholder may individually decide not to exercise, temporarily or permanently, all or part of his voting rights. The waiving shareholder is bound by such waiver which is mandatory for the Company upon notification to the latter. In case the voting rights of one or several shareholders are suspended in accordance with this Article or the exercise of the voting rights has been waived by one or several shareholders, such shareholders may attend any general meeting of the Company but the shares they hold are not taken into account for the determination of the conditions of quorum and majority to be complied with at the general meetings of the Company or to determine if written resolutions have been validly adopted. Shareholders-may take part in the meeting by coriference call, through video conference or by any other means of communication allowing for their identification, allowing all persons taking part in the meeting to hear one another on a continuous basis, and allowingfor an effective participation of all such persons in the meeting. In such case, at least one (1) shareholder or his proxy-holder shall be |
| physically present at the registered office of the Company and the meeting shall be deemed held at the registered office of the Company. Each shareholder may vote at a general meeting through a signed voting form sent by post, electronic mail, facsimile or any other means of communication to the Company's registered office or to the address specified in the convening notice. The shareholders may only use voting forms provided by the Company which contain at least the place, date and time of the meeting, the agenda of the meeting, the proposals submitted to the shareholders, as well as for each proposal three boxes allowing the shareholder to vote in favour thereof, against, or abstain from voting by ticking the appropriate box. Voting forms which, for a proposed resolution, do not show (i) a vote in favour or M a vote against the proposed resolution or (iii) an abstention are void with respect to such resolution. The Company shall only take into account voting forms received on the day preceding the date of the general meeting to which they relate. The board of managers may determine further conditions that must be fulfilled by the shareholders for them to take part in any general meeting of shareholders. An attendance list must be kept at all general meetings of shareholders. Resolutions at the meetings of shareholders or resolutions proposed in writing to the shareholders are validly taken in so far as they are adopted by shareholders representing more than half of the share capital of the Company. If this quorum is not formed at a first meeting or at the first consultation, the shareholders are immediately convened or consulted a second time by registered letter and resolutions will be taken at the majority of the vote cast, regardless of the portion of capital represented However, resolutions to amend the Articles shall only be taken by an extraordinary general meeting of shareholders, by shareholders representing at least three-quarters of the share capital of the Company. A sole shareholder exercises alone the powers devolved to the meeting of shareholders by the Law. Except in case of current operations concluded under normal conditions, contracts concluded between the sole shareholder and the Company have to be recorded in minutes or drawn-up in writing. Financial year - Balance sheet Art. 18. The Company 's.financial year begins on 1 January and closes on 31 December. Art. 19. Each year, as of 31 December, the board of managers, or the sole manager (as the case may be) will draw up the balance sheet which will contain a record of the properties of the Company -together with its debts and liabilities and be accompanied by an annex containing a summary of all its commitments and the debts of the manager(s), statutory auditor(s) (if any) and shareholder(s) toward the Company. At the same time the board of managers or the sole manager (as the case may be) will prepare a pro.fit and loss account, which will be submitted to the general meeting of shareholders together with the balance sheet. Art. 20. Each shareholder may inspect at the head office the inventory, the balance sheet and the pro.fit and loss account. |
| If the shareholders' number exceeds 60 (sixty), such inspection shall be permitted only during the 15 (fifteen) days preceding the annual general meeting of shareholders. Supervision of the company Art. 21. If the shareholders number exceeds 60 (sixty), the supervision of the Company shall be entrusted to one or more statutory auditor(s) ("commissaire(s) ''), who may or may not be shareholder(s). Each statutory auditor shall serve for a term ending on the date of the annual general meeting of shareholders following their appointment dealing with the approval of the annual accounts. At the end of this period and of each subsequent period, the statutory auditor(s) can be renewed in its/their function by a new resolution of the general meeting of shareholders or of the sole shareholder (as the case may be) until the holding of the next annual general meeting dealing with the approval of the annual accounts. Where the thresholds of the law of 19 December 2002 on the Luxembourg Trade and Companies Register are met, the Company shall have its annual accounts audited by one or more qualified auditor(s) ("reviseurs d'entreprises agree(s) '') appointed by the general meeting of shareholders or the sole shareholder (as the case may be) amongst the qualified auditors registered in the Financial Sector Supervisory Commission ("Commission de Surveillance du Secteur Financier'') 's public register. Notwithstanding the thresholds above mentioned, at any time, one or more qualified auditors may be appointed by resolution of the general meeting of shareholders or of the sole shareholder (as the case may be) that shall decide the terms and conditions of his/her/its/their mandate. Dividend - Reserves Art. 22. The credit balance of the profit and loss account, after deduction of the expenses, costs, amortisations, charges and provisions represents the net profit of the Company. Every year 5% (five percent) of the net profit will be transferred to the statutory reserve. This deduction ceases to be compulsory when the statutory reserve amounts to one tenth of the issued share capital, as decreased or increased from time to time, but shall again become compulsory if the statutory reserve falls below such one tenth. Upon recommendation of the board of managers or the sole manager (as the case may be), the general meeting of shareholders at the majority vote determined by the Law or the sole shareholder ( as the case may be) may decide at any time that the excess be distributed to the shareholder(s) proportionally to the shares they hold, as dividends or be carried forward or transferred to an extraordinary reserve. In case of share(s) subject to an usufruct duly notified to or accepted by the Company in accordance with article 1690 of the civil code, the usufructuary is entitled to receive the dividend distribution, if any. Art. 23. Notwithstanding the provisions of the preceding article, the board of managers or the sole manager (as the case may be), may decide to pay interim dividends, on the basis of a statement of accounts prepared by the board of managers or the sole manager (as the case may be) dated no more than two months, and showing that sufficient funds are available for distribution, it being understood that the amount to be distributed may not exceed realised profits since the end of the last financial year for which the annual accounts have been approved, increased by profits carried forward and available reserves, less losses carried forward and sums to be allocated to a reserve to be established according to the Law or the Articles. If the Company has appointed a statutory auditor ("commissaire'') or a |
| qualified auditor ("reviseur d 'entreprises agree"), such statutory auditor or qualified auditor shall verify that the conditions for an interim dividend distribution are satisfied. Winding-up - Liquidation Art. 24. The general meeting of shareholders under the conditions provided for by the Law, or the sole shareholder (as the case may be) may resolve the dissolution of the Company. Where the Company has a single shareholder, and subject to the conditions provided for by the Law, the Company may be dissolved without being liquidated in accordance with the provisions of article 1865 bis, paragraphs 2 et seq of the civil code. Art. 25. Except in the case of article 2 4 paragraph 2 above, the general meeting of shareholders with the consent of half of shareholders holding three quarters of the share capital shall appoint one or more liquidator(s), physical or legal person(s) and determine the method of liquidation, the powers of the liquidator(s) and their remuneration. When the liquidation of the Company is closed, the liquidation proceeds of the Company will be allocated to the shareholders proportionally to the shares they hold. Applicable law Art. 26. Reference is made to the provisions of the Law for which no specific provision is made in these Articles." Nothing else being on the agenda and nobody wishing to address the meeting, the meeting was closed. In faith of which, we, the undersigned notary, set our hand and seal in Petange, on the day named at the beginning of the document. The undersigned notary, who understands and speaks English, states herewith that at the request of the above appearing person, the present deed is worded in English, followed by a French version; at the request of the same appearing person and in case of divergences between the English and the French texts, the English version will prevail. The documents having been read to the proxy holder, said person signed with us, the notary, the present original deed. SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE L'an deux mi lie dix-huit, le vingt-cinquieme jour du mois de juillet. Par devant Maitre Jacques Kesseler, notaire etabli a Petange, Grand-Duche de Luxembourg. A comparu: RDC Offshore Malta Limited, une societe a responsabilite limitee organisee selon Jes lois de Malte, ayant son siege social sis a Niveau 2, West Mercury Tower, Elia Zammit Street, The Exchange Financial & Business Centre, STJ 3155, St. Julian's, Malte, immatriculee aupres du registre des societes |
| de Malte sous le numero C 65624, l'associe unique de la Societe (!'« Associe Unique»), lei representee par Mme Sofia Afonso Da Chao Conde, clerc de notaire, dont l'adresse professionnelle est sise au 13 Route de Luxembourg, L-4761 Petange, Grand-Duche de Luxembourg, en vertu d'une procuration donnee sous seing prive. Ladite procuration ayant ete signee « ne varietur » par le mandataire agissant au nom de la partie comparante et le notaire instrumentant, restera annexee au present acte afin d'etre soumise avec Jui aux fonnalites d' enregistrement. La partie comparante representee comme decrit ci-dessus, a requis du notaire instrumentant d'acter ce qui suit: I. La partie comparante est l'associe unique de Rowan Offshore Luxembourg S.a r.l, une societe a responsabilite limitee de droit luxembourgeois, ayant son siege social sis au 48, Boulevard Grande-Duchesse Charlotte, L-1330 Luxembourg, Grand-Duche de Luxembourg, et immatriculee aupres du Registre de Commerce et des Societes de Luxembourg (R.C.S. Luxembourg) sous le numero B 162526 (la « Societe » ). II. Les 6.025 .000 (six millions vingt-cinq mille) parts sociales, d'une valeur nominale de 1 USD (un Dollar des Etats Unis) chacune, representant l'integralite du capital social de la Societe etant representees, l'assemblee peut valablement se prononcer sur tous Jes points portes a l'ordre dujour dont I' Associe Unique declare expressement avoir ete dument infonne au prealable. III. L'ordre dujour de l'assemblee est le suivant: ORD RE DU JOUR 1. Renonciation au droit de convocation ; 2. Modification et refonte integrale des statuts de la Societe ; et 3. Divers. Suite a !'approbation de ce qui precede par l' Associe Unique, represente tel qu'indique plus haut, !es resolutions suivantes ont ete adoptees : PREMIERE RESOLUTION : L' Associe Unique decide de renoncer a son droit de convocation prealable a la presente assemblee; I' Associe Unique reconnai't avoir ete suffisamment infonne de l'ordre du jour et considere l'assemblee valablement convoquee et accepte par consequent de deliberer et de voter sur tous !es elements portes a l'ordre du jour. L'Associe Unique decide en outre que toute la documentation pertinente a ete mise a disposition de I' Associe Unique dans un delai suffisant afin de Jui permettre un examen attentif de chaque document. DEUXIEME RESOLUTION : L'Associe Unique decide de modifier et de refondre integralement les statuts de la Societe afin de !es rendre conformes aux nouvelles dispositions de la loi du 10 aout 1915, telle que modifiee. Les statuts refondus de la Societe sont rediges comme suit : « Denomination - Objet - Siege Social - Duree |
| Art. 1. fl est constitue par cet acte une societe a responsabilite limitee (la "Societe''), regie par !es presents statuts (!es "Statuts'') et par !es lois luxembourgeoises actuellement en vigueur (la "Loi''), notamment par la loi du 10 aout 1915 sur /es societes commerciales, telle que modifiee (la "Loi sur Jes Societes Commercia/es''). La Societe peut changer sa forme sociale conformement aux dispositions applicables de la Loi sur /es Societes Commerciales. Art. 2. La denomination de la Societe est« Rowan Offshore Luxembourg S.a r.l ». Art. 3. L'objet de la Societe est: (1) De prendre des participations et int ere ts, sous quelque forme que ce soit, dans toutes societes ou en/reprises commerciales, industrielles, financieres ou autres, luxembourgeoises ou etrangeres ; (2) D'acquerir par voie de participation, d'apport, de souscription, d'achats ou options, negociations ou sous quelque forme que ce soil taus titres, droits et interets en propriete que la Societe jugera opportuns ; (3) De maniere generale de !es detenir, !es gerer, /es mettre en valeur, vendre ou les ceder, en tout ou en partie, pour la contrepartie que la Societe jugera adaptee, et en particulier contre !es parts OU titres de toute societe !es acquerant; (4) De conclure, d'assister ou de participer a des transactions financieres, commerciales ou autres; (5) D'octroyer a toute societe holding, filiale, ou tout autre societe liee d'une maniere au d'une autre a la Societe, ou toute autre societe qui appartient au meme groupe de societes que la Societe (/es ''Affiliees''), taus concours, prets, avances ou garanties (dans ce dernier cas; meme enfaveur d'un tiers preteur des Affiliees) ; (6) D'emprunter ou de lever des fonds de quelque maniere que ce soil, y compris par voie d'emission d'obligations et de garantir le remboursement de toute somme empruntee ; (7) D 'acheter, de vendre, d 'ajfreter et de gerer des navires de mer, et d 'ejfectuer loutes !es operations financieres et commerciales et /es activites s y rapport ant directement ou indirectement. En outre, la Societe peut detenir, louer, exploiter, etloufournir de l'equipement utilise dans !es services contractuels de forage dans !es operations de forage petrolier et gazier; acquerir, detenir, gerer, vendre ou disposer de ce materiel connexe ainsi que des navires de mer ; conclure, aider, ou participer a des operations financieres, commercial es et autres se rapport ant aux services contractuels de forage et aux navires de mer; (8) Generalement de faire toutes !es autres choses que la Societe juge circonstancielles ou favorables a la realisation des objets ci-dessus ou de chacun d'entre eux; et (9) La Societe peut realiser toutes operations commerciales, techniques et financieres se rattachant directement ou indirectement a taus !es domaines decrits ci-dessus, afin de faciliter l 'accomplissement de son objet. Art. 4. Le siege social de la Societe est etabli dans la commune de Luxembourg Grand-Duche de Luxembourg. Sous reserve des dispositions de la Loi, le conseil de gerance au le gerant unique (selon le cas) peut transferer le siege social de la Societe au sein de la meme commune au vers toute autre commune au Grand-Duche de Luxembourg et modifier !es presents Statuts en consequence. Le siege social de la Societe peut aussi etre transfere par une resolution de l'assemblee generale extraordinaire des associes au de l'associe unique (selon le cas) adoptee conformement aux conditions requises par la Loi. |
| La Societe, par une resolution du conseil de gerance au du gerant unique (selon les cas) peut etablir des bureaux au succursales (sousforme d'etablissement permanent au non) tant au Grand-Duche de Luxembourg qu'a l'etranger. Au cas oit le conseil de gerance au le gerant unique (selon le cas) estimerait que des evenements extraordinaires d'ordre politique, economique au social de nature a compromettre l'activite normale de la Societe a son siege social, OU la communication aisee avec ce siege OU de ce siege avec l'etranger se sont produits au sont imminents, il pourra transferer provisoirement le siege social a l'etranger jusqu'a cessation complete de ces circonstances anormales ; ces mesures proviso ires n 'auront toutefois aucun effet sur la nationalite de la Societe laquelle, nonobstant ce transfert provisoire du siege, restera luxembourgeoise. De tel/es mesures provisoires seront prises et portees a la connaissance des tiers par le conseil de gerance au le gerant unique (selon le cas) de la Societe. Art. 5. La Societe est constituee pour une duree indeterminee. Art. 6. Le deces, /'interdiction, la faillite ou la deconjiture d'un des associes ne mettent pas fin a laSociete. Art. 7. Les creanciers, representants, ayants droit ou heritiers des associes ne pourront, pour quelque motif que ce soil, requerir /'apposition de scelles sur les biens et documents de la Societe, ni s'immiscer en aucune maniere dans les actes de son administration. Ils doivent pour l'exercice de leurs droits s'en rapporter aux inventaires sociaux et aux decisions des assemblees des associes au de l'associe unique (selon le cas). Capital - Parts sociales Art. 8. Le capital social de la Societe est fixe a six millions vingt-cinq mille Dollars des Etats Unis (6. 025. 000 USD) represente par six millions vingt-cinq mille (6. 025. 000) parts sociales ayant une valeur nominale de un Dollar des Etats Unis (I USD) chacune. Le montant du capital social de la Societe peut etre augmente ou reduit au moyen d'une resolution de l'assemblee generale extraordinaire des associes ou de l 'associe unique (selon le cas), adoptee selon les conditions requises pour la modification des Statuts. Art. 9. Les parts social es de la Societe sont sous forme nominative uniquement. Chaque part sociale coefere un droit de vote identique et chaque associe a des droits de vote proportionnels au nombres de parts sociales qu'il detient. Dans le cas de part(s) sociale(s) grevees d'un usufruit dument notifie a ou accepte par la Societe coriformement a !'article I 690 du code civil, !es droits de vote sont exerces par le nu-proprietaire sauf pour !es decisions relatives a !'allocation des benefices qui appartiennent a l'usufruitier. Art. 10. Les parts sociales sont librement cessibles entre associes. Aucune cession de parts sociales (au de l'usufruit ou de la nue-propriete de ces parts sociales) entre vifs a un tiers non-associe ne peut etre ejfectuee sans l'agrement donne par des associes |
| representant au mains soixante-quinze pourcents (75%) des parts sociales de la Societe, sauf lorsque la Societe a un associe unique OU lorsque !es parts sociales devant etre transferees representent le montant total de toutes !es parts sociales emises par la Societe. Si un associe souhaite ceder ses part(s) sociale(s) a un tiers, eel associe doit envoyer une notification a la Societe avec taus details pertinents relatifs a la cession proposee, en ce inc/us l'identite du cessionnaire, le prix de cession (le "Prix de Cession Propose''), et, le cas echeant, !es conditions applicables a la cession. Si la cession proposee n'est pas approuvee par !es associes conformement a cet Article, !es associes peuvent dans un delai de trois (3) mois a partir de la date de refus, acquerir !es part(s) sociale(s) au prorata entre eux (sazif accord contraire entre eux) oufaire acquerir !es parts soc/ales par une autre partie a un prix correspondant au Prix de Cession Propose a mains que l'associe cedant ne renonce a la vente de ses part(s) sociale(s). Sur demande du conseil de gerance au du gerant unique (le cas echeant), la periode de trois mois peut etre etendue pour une duree maximale de six (6) mois par le magistrat presidant la chambre du Tribunal d'Arrondissement siegeant en matiere commerciale et comme en matiere de re/ere. Dans la mesure au !es associes n'ont pas propose d'acquerir des part(s) sociale(s), la Societe peut durant la meme periode et avec le consentement de l'associe cedant, decider de reduire SOil capital social d'un montant correspondant a la valeur nominale totale des parts sociales concernees en rachetant et annulant ces parts sociales a un prix correspondant au Prix de Cession Propose. Si apres !'expiration des delais mentionnes ci-dessus, /es parts sociales n'ont pas ete acquises OU rachetees en conformite avec !es paragraphes precedents, l'associe cedant est autorise a librement ceder ses part(s) sociale(s) au cessionnaire propose au prix de cession et aux conditions qui avaient ete notifzees a la Societe. De plus, Jes dispositions de /'Article 710-13 de la Loi sur !es Societes Commerciales sont applicables. Les parts sociales sont indivisibles a l'egard de la Societe, qui ne reconnaft qu'un seul proprietaire pour chacune d'elle. Dans le cas ou une part sociale serait detenue par plusieurs per onnes, elles doivent designer un mandataire unique qui doit !es representer vis-a-vis de la Societe. La Societe est autorisee a suspendre l'exercice de taus !es droits attaches a cette part sociale, sauf !es droits d'information, jusqu'a ce qu'un tel mandataire ait ete nomme. En cas de deces, !es parts sociales de l'associe defunt peuvent seulement etre transferees a de nouveaux associes dans la mesure OU un tel transfert a ete approuve par /es associes restants detenant au minimum soixante quinze pourcents (75%) des parts sociales detenues par /es associes restants. Une telle approbation n'est cependant pas requise dans le cas ou !es parts sociales sont transferees soil a des parents, descendants ou au conjoint survivant ou tout autre heritier legal de l'associe defunt. Cependant, !es parts sociales alloues en echange d'apports en industrie ne peuvent etre transferees ni aux associe(s) ni aux non-associe(s). Art. 11. La Societe est autorisee a racheter ses propres parts sociales, sous reserve des dispositions de la Loi sur !es Societes Commerciales applicables. \ |
| Un tel rachat sera decide par une resolution de l'assemblee generale extraordinaire des associes ou de l'associe unique (selon le cas), adoptee selon !es conditions requises pour la modification des Statuts, a condition qu'un tel rachat ait ete propose a chaque associe en proportion de sa participation dans le capital social representee parses parts sociales. Neanmoins, si le prix de rachat excede la valeur nominale des parts sociales devant etre rachetees, le rachat ne pourra etre decide que dans la mesure oit le supplement du prix d'achat n'excede pas le total des benefices realises depuis la fin du dernier exercice social dont les comptes annuels ant ete approuves, augmente des benefices reportes et de toutes sommes provenant de reserves disponibles a cet ejfet, et diminue des pertes repartees ainsi que des sommes a porter en reserve conformement aux exigences de la Loi ou des Statuts. Le conseil de gerance ou le gerant unique (selon le cas) est autorise a annuler !es parts sociales rachetees auto-detenues et a proceder a la reduction du capital social correspondante de la Societe et a prendre ou autoriser toute personne a prendre toutes !es mesures necessaires afin d'obtenir !'execution et la publication de la modification du premier paragraphe de !'Article 8 de ces Statuts. Gerance Art. 12. La Societe sera geree par un ou plusieurs gerants. Si plusieurs gerants sont nommes, ils constitueront un conseil de gerance compose d'un ou plusieurs gerant(s) de categorie A et un ou plusieurs gerant(s) de categorie B. Le(s) gerant(s) ne sont pas obligatoirement associes de la Societe. Le(s) gerant(s) est/sont nomme(s) et designe(s) comme gerant de categorie A ou gerant de categorie B, et leur remunerationfixee, par une resolution de l'assemblee generale des associes prise a la majorite simple des voix, ou par l'associe unique (selon le cas). La remuneration des gerant(s) peut etre modifiee par une resolution prise aux memes conditions de majorite. L'assemblee generale des associes OU l'associe unique (selon le cas) peut, a tout moment et "ad nutum", revoquer et remplacer tout gerant. Taus !es pouvoirs non expressement reserves a l'assemblee generale des associes OU a l'associe unique (selon le cas) par la Loi ou !es Statuts seront de la competence du conseil de gerance ou du gerant unique (selon le cas). Vis-a-vis des tiers, le gerant OU, en cas de pluralite de gerants, le conseil de gerance, aura taus pouvoirs pour agir en toutes circonstances au nom de la Societe et pour realiser et approuver taus actes et toutes operations en relation avec l'objet social de la Societe dans la mesure oit !es termes de ces Statuts auront ete respectes. La Societe sera engagee par la seule signature du gerant unique, et, en cas de pluralite de gerants, par la signature conjointe d'un gerant de categorie A et d'un gerant de categorie B. Le conseil de gerance, ou le gerant unique (selon le cas) peut, au fil du temps, sous-deleguer ses pouvoirs pour des taches particulieres a un ou plusieurs agent(s) ad hoc qui n 'a(ont) pas a etre associe(s) OU gerant(s) de la Societe. |
| Le conseil de gerance ou le gerant unique (selon le cas) determinera !es pouvoirs, !es responsabilites et la remuneration (s'il ya lieu) de cetlces agent(s), la duree de son/leur mandat ainsi que toutes autres conditions de son/leur mandat. Art. 13. En cas de pluralite de gerants, !es decisions des gerants sont prises en reunion du conseil de gerance. Le conseil de gerance peut designer parmi ses membres un president a.fin de presider la reunion, lequel en cas d'egalite des voix, n'aura pas de vote preponderant. II peut aussi designer un secretaire, lequel n'est pas necessairement gerant, qui sera responsable de rediger !es proces verbaux des reunions du conseil de gerance OU de !'execution de toute autre tache specifiee par le conseil de gerance. Le conseil de gerance se reunira sur convocation d'un gerant. La convocation a toute reunion du conseil de gerance doit etre envoyee a chaque gerant au mains 2 (deux) }ours avant la date prevue pour la reunion, sauf en cas d'urgence, la nature de cette urgence devant etre determinee dans le proces verbal de la reunion du conseil de gerance. Toute convocation devra specifier l'heure et le lieu de la reunion et la nature des activites a trailer. Les convocations peuvent etre faites aux gerants oralement, par ecrit OU par telefax, cable, telegramme, telex, moyens electroniques ou par tout autre moyen de communication approprie. Chaque gerant peut renoncer a cette convocation par ecrit OU par telefax, cable, telegramme, telex, moyens electroniques ou par tout autre moyen de communication approprie. La reunion du conseil de gerance se tiendra valablement sans convocation si tous !es gerants sont presents OU du.men! representes. Une convocation specifique n'est pas requise pour !es reunions du conseil de gerance qui se tiendront a l'heure et au lieu precises dans une precedente resolution du conseil de gerance. Tout gerant peut prendre part aux reunions des gerants en designant par ecrit ou par telefax, cable, telegramme, telex, OU moyens electroniques un autre gerant pour le representer. Un gerant peut representer plus d'un gerant. Les gerants peuvent participer a une reunion du conseil de gerance par telephone, videoconference ou par tout autre moyen de communication approprie permettant a !'ensemble des personnes presentes !ors de cette reunion de communiquer simultanement, sous reserve que la majorite des gerants participant a la reunion du conseil ne devrajamais etre situee dans le meme etat etranger. Une telle participation a une reunion du conseil de gerance est reputee equivalente a une presence physique a la reunion des gerants et la reunion est reputee etre tenue au siege social de la Societe. Le conseil de gerance peut valablement deliberer et agir seulement si la majorite des gerants y |
| est presente ou representee, incluant au mains un gerant de categorie A et un gerant de categorie B. Les decisions du conseil de gerance sont adoptees a la majorite des gerants participant au conseil ou y etant representes, incluant au mains un gerant de categorie A et un gerant de categorie B. Les deliberations du conseil de gerance sont transcrites dans un proces-verbal, qui est signe par le president ou par un gerant de categorie A et un gerant de categorie B. Tout extrait ou copie de ce proces-verbal devra etre signe par le president ou par un gerant de categorie A et un gerant de categorie B. Les resolutions ecrites approuvees et signees par tous !es gerants auront le meme effet que eel/es passees !ors d 'une reunion des gerants et seront reputees etre prises au siege social de la Societe. La date de tel/es resolutions sera celle de la derniere signature. Dans ce cas, /es resolutions ecrites peuvent etre documentees soit dans un seul document, soil dans plusieurs documents separes comprenant le meme contenu. Les resolutions ecrites peuvent etre transmises par courrier, fax, cable, telegramme, telex, moyens electroniques, OU tout autre moyen de telecommunication approprie. Tout gerant qui a, directement ou indirectement, un interet patrimonial oppose a celui de la Societe a !'occasion d'une operation relevant de la competence du conseil de gerance, doit ieformer le conseil de gerance de ce conflit d'interets et doit faire mentionner cette declaration au proces-verbal de la reunion du conseil de gerance. Le gerant concerne ne pourra pas prendre part aux discussions relatives a cette operation OU voter sur cette operation. Un tel conflit d'interets devra etre signale a la prochaine assemblee generale des associes avant qu'une telle assemblee ne vote sur d'autres resolutions. Lorsque la Societe comprend un gerant unique, !es operations effectuees entre la Societe et le gerant ayant un interet oppose a celui de la Societe sont specifiquement mentionnees dans !es resolutions du gerant unique. Quand, en raison d'un conflit d'interets, le nombre de gerants requis pour deliberer et voter valablement n'est pas atteint, le conseil de gerance peut a sa seule discretion soit deliberer et prendre la decision a la majorite des gerants n'etant pas dans une situation de conflit d'interets, soit decider de soumettre la decision sur ce point specifique a l'assemblee generale des associes. Les reg/es de conflit d'interet ne s'appliquent pas lorsque la decision du conseil de gerance ou du gerant unique concerne des operations courantes conclues dans conditions normales. Art. 14. Aucun gerant ne contracte dans le cadre de sesfonctions aucune obligation personnelle concernant /es engagements regulierement pris par lui au nom de la Societe ; en tant que representant de la Societe, ii n 'est responsable que pour I 'execution de son mandat. Art. 15. La gestion journaliere de la Societe, ainsi que la representation de la Societe relative a cette gestion journaliere peuvent etre deleguees a un OU plusieurs gerants, directeurs OU autres agents, agissant individuellement ou conjointement. Leur designation, revocation et pouvoirs seront determines par une resolution du conseil de gerance ou du gerant unique (selon le cas). |
| Assemblee generate des associes Art. 16. En cas de pluralite d'associes, !es decisions des associes sont prises comme suit : Sauf en cas de proposition de modification de ces Statuts, la tenue d'une assemblee d'associes n'est pas obligatoire tant que le nombre d'associes n'excede pas 60 (soixante). Dans un tel cas, chaque associe recevra le texte entier de toute resolution au decision a prendre, transmis par ecrit ou par telefax, cable, telegramme, telex, moyens electroniques OU par tout autre moyen de comm1mication approprie. Chaque associe votera par ecrit. Si le nombre d'associes est superieur a 60 (soixante), !es decisions des associes sont prises par assemblee des associes. Dans un tel cas 1 (une) assemblee generate sera tenue au minimum annuellement au Grand Duche du Luxembourg dans !es 6 (six) mois suivant la cloture du dernier exercice social. D'autres assemblees genera/es d'associes peuvent etre tenues a tout moment telle que specifie dans la convocation a l'assemblee. Art. 17. Les assemblees genera/es des associes sont convoquees et des resolutions ecrites d'associes sont proposees par le conseil de gerance OU par le gerant unique (selon le cas) OU, a defaut, par des associes representant plus de la moitie du capital social de la Societe. Des convocations ecrites convoquant une assemblee generale et indiquant l'ordre dujour sont faites conformement a la Loi et sont adressees a chaque associe au mains 8 (huit) }ours avant l'assemblee, sauf pour l'assemblee generale annuelle pour laquelle !es convocations seront envoyees au mains 21 (vingt-et-un) }ours avant la date de l'assemblee. Toutes !es convocations doivent mentionner la date et le lieu de l'assemblee generate. Si taus !es associes sont presents OU representes a l'assemblee generale et indiquent avoir ete dument informes de l'ordre dujour de l'assemblee, l'assemblee generale peut se tenir sans convocation prealable. Tout associe peut se faire representer a toute assemblee generale en designant par ecrit OU par telefax, cable, telegramme, moyens electroniques au tout autre moyen de telecommunication approprie un tiers qui peut ne pas etre associe. Chaque associe a le droit de participer aux assemblees genera/es des associes. Chaque part sociale donne droit a une voix aux assemblee genera/es des associes. Le conseil de gerance (au le gerant unique selon le cas) peut suspendre !es droits de vote de tout associe qui est en defaut de remplir !es obligations lui incombant en vertu des Statuts au en vertu de tout engagement contractuel pris par un tel associe et auquel la Societe est partie. Un associe peut individuellement decider de ne pas exercer, temporairement au de maniere permanente, tout au partie de ses droits de vote. L 'associe qui y renonce est lie par une telle renonciation qui s'impose a la Societe des sa notification a cette derniere. Dans le cas au !es droits de vote d'un au plusieurs associes sont suspendus conformement a cet f |
| Article ou dans le cas oit un ou plusieurs associes ont renonce a leur(s) droit(s) de vote, de tels associes peuvent participer a toute assemblee generate de la Societe mais les parts sociales qu'ils detiennent ne sont pas prises en compte pour la determination des conditions de quorum et de majorite devant etre respectees aux assemblees generates de la Societe ou pour determiner si des resolutions ecrites ont ete valablement adoptees. Les associes peuvent participer a l'assemblee par conference telephonique, conference video, ou tout autre moyen de communication permettant leur identification, permettant aux personnes participant a l'assemblee des 'entendre simultanement, et permettant une participation effective de ces personnes a l'assemblee. Dans ce cas, au mains un (1) associe ou son mandataire doit etre physiquement present au siege social de la Societe et l'assemblee sera reputee etre tenue au siege social de la Societe. Chaque associe peut voter a l'assemblee generale par unformulaire de vote envoye par la paste, courrier electronique, facsimile ou tout autre moyen de communication, au siege social de la Societe ou a l'adresse specifiee dans la convocation. Les associes peuvent uniquement utiliser !es formulaires de vote fournis par la Societe qui contiennent au mo ins le lieu, la date et l'heure de l'assemblee, l'ordre du }our de l'assemblee, les propositions soumises au vote des associes, ainsi que pour toute proposition trois cases permettant a l'associe de voter en faveur de, contre, ou de s'abstenir en cochant la case appropriee. Les formulaires de vote qui, pour une resolution proposee, ne montrent pas (i) un vote en f aveur de ou (ii) un vote contre la resolution proposee ou (iii) une abstention sont nuls concernant cette resolution. La Societe prendra uniquement en compte les formulaires de vote rec;us le }our precedant la date de l'assemblee generale a laquelle ils se rapportent. Le conseil de gerance peut determiner des conditions supplementaires qui doivent etre remplies par !es associes pour qu'ils prennent part a toute assemblee generale des associes. Une lisle de presence doit etre tenue a toutes !es assemblees genera/es des associes. Les resolutions prises en assemblees des associes OU !es resolutions proposees par ecrit aux associes ne sont valablement adoptees que pour autant qu'elles sont prises par des associes representant plus de la moitie du capital social de la Societe. Si ce quorum n'est pas atteint !ors de la premiere assemblee generale OU sur premiere consultation, les associes sont immediatement convoques ou consultes une seconde fois par lettre recommandee, et !es resolutions seront adoptees a la majorite des votes exprimes quelle que soit la portion du capital represente. Toutefois, !es decisions ayant pour objet une modification des Statuts ne pourront etre prises qu'en assemblee generale extraordinaire des associes, par des associes representant au mains !es trois quarts du capital social de la Societe. Un associe unique exerce seul !es pouvoirs devolus a l'assemblee generale des associes par !es dispositions de la Loi. Excepte en cas d'operations courantes conclues dans des conditions normales, !es contrats cone/us entre l'associe unique et la Societe doivent etre inscrits dans un proces verbal OU etablis par |
| ecrit. Exercice social - Comptes annuels Art. 18. L'exercice social commence le Jer Janvier et se termine le 31 decembre. Art. 19. Chaque annee, au 31 decembre, le conseil de gerance ou le gerant unique (selon le cas) etablira le bilan qui contiendra l'inventaire des avoirs de la Societe et de toutes ses dettes et obligations annexe contenant le resume de taus ses engagements, ainsi que !es dettes du (des) gerant(s), du (des) commissaire(s) (s'il en existe) et du (des) associe(s) envers la Societe. Dans le meme temps, le conseil de gerance ou le gerant unique (selon le cas) preparera un compte de profits et pertes qui sera soumis a l'assemblee generale des associes avec le bilan. Art. 20. Chaque associe peut prendre communication au siege social de la Societe de l'inventaire, du bilan et du compte de profits et pertes. Si le nombre des associes excede 60 (soixante), une telle communication ne sera autorisee que pendant !es 15 (quinze) }ours precedant l'assemblee generale annuelle des associes. Surveilfonce de la societe Art. 21. Si le nombre des associes excede 60 (soixante), la surveillance de la Societe sera confiee a un ou plusieurs commissaire(s) aux comptes, associe(s) ou non. Chaque commissaire aux comptes sera nomme pour une periode expirant a la date de la prochaine assemblee generale annuelle des associes, suivant sa nomination, se prononr;ant sur /'approbation des comptes annuels. A /'expiration de cette periode, et de chaque periode subsequente, le(s) commissaire(s) aux comptes pourra/pourront etre renouvele(s) dans ses/leurs fonction(s) par une nouvelle decision de l'assemblee generale des associes ou de l'associe unique (selon le cas) jusqu'a la tenue de la prochaine assemblee generale annuelle des associes se prononr;ant sur !'approbation des comptes annuel . Lorsque !es seuils de la loi du 19 decembre 2002 sur le registre du commerce et des societes sont atteints, la Societe confiera le controle de ses comptes annuels a un ou plusieurs reviseur(s) d'entreprises agree(s) nommes par l'assemblee generale des associees ou l'associe unique (selon le cas), parmi !es membres inscrits au registre public des reviseurs d'entreprises agrees tenu par la Commission de Surveillance du Secteur Financier. Nonobstant !es seuils ci-dessus mentionnes, a tout moment, un ou plusieurs reviseur(s) d'entreprises agree(s) peuvent etre nommes par resolution de l'assemblee generale des associes OU l'associe unique (selon le cas) qui decide des termes et conditions de son/leurs mandat(s). Dividendes - Reserves Art. 22. L 'excedent favorable du compte de profits et pert es, apres deduction des frais, charges et amortissements et provisions, constitue le benefice net de la Societe. |
| Chaque annee, 5% (cinq pour cent) du benefice net seront ajfectes a la reserve legale. Ces prelevements cesseront d'etre obligatoires lorsque la reserve legale aura atteint un dixieme du capital social tel qu 'augmente ou reduit le cas echeant, mais devront etre repris si la reserve legale est inferieure ace seuil d'un dixieme. Sur recommandation du conseil de gerance ou du gerant unique (selon le cas), l 'assemblee generale des associes, a la majorite prevue par la Loi, ou l'associe unique (selon le cas) peut decider a tout moment que l 'excedent sera distribue entre les associes au titre de dividend es au pro rat a de leur participation dans le capital de la Societe ou reporte a nouveau ou trans/ere a une reserve speciale. Dans le cas de part(s) sociale(s) __grevees d'un ustffruit ditment notifie a ou accepte par la Societe conformement aux dispositions de /'article 1690 du code civil, /'usu.fruitier est autorise a recevoir la distribution de dividendes, s'il yen a une. Article 23. Nonobstant les dispositions de /'article precedent, le conseil de gerance ou le gerant unique (selon le cas), peut decider de payer des acomptes sur dividendes sur base d'un etat comptable prepare par le conseil de gerance ou le gerant unique (selon le cas) et ne datant pas de plus de (2) mois, duquel il devra ressortir que des fonds suffisants sont disponibles pour la distribution, etant entendu que !es fonds a distribuer ne peuvent pas exceder le montant des benefices realises depuis le dernier exercice social pour lequel des comptes annuels ant ete approuves, augmente des benefices reportes et des reserves distribuables diminue des pertes repartees et des sommes a porter en reserve en vertu de la Loi ou des Statuts. Si la Societe a nomme un commissaire ou un reviseur d'entreprises agree, un tel commissaire ou reviseur d'entreprises agree verifiera que les conditions pour une distribution d'acompte sur dividende sont satisfaites. Dissolution - Liquidation Art. 24. L'assemblee generate des associes, selon les conditions requises par la Loi, OU l'associe unique (selon le cas), peut decider de la dissolution de la Societe. Lorsque la Societe a un associe unique, et conformement aux conditions prevues par la Loi, la Societe peut etre dissoute sans etre liquidee coriformement aux dispositions de !'article 1865 bis, paragraphes 2 et suiv. du code civil. Art. 25. Sau/ dans le cas de !'article 24 paragraphe 2 ci-dessus, l'assemblee generate des associes, avec le consentement de la moitie des associes detenant les trois quarts du capital social nommera un ou plusieurs liquidateur(s), personne(s) physique(s) ou morale(s) et determinera la methode de liquidation, !es pouvoirs des liquidateur(s) ainsi que leur remuneration. Lorsque la liquidation de la Societe est close, le produit de la liquidation de la Societe sera alloue aux associes proportionnellement aux parts sociales qu'ils detiennent. Droit Applicable Art. 26. fl est renvoye aux dispositions de la Loi lorsque les presents Statuts ne contiennent aucune disposition specifique. » |
| Plus rien ne figurant a l'ordre du jour et aucune requete supplementaire n'ayant ete formulee, l'assemblee a ete cloturee. Dont acte, fait et passe a Petange, au jour mentionne en tete du present document. Le notaire soussigne, qui comprend et parle anglais, declare par Jes presentes qu'a la demande de la partie comparante susnommee, le present acte est redige en anglais, suivi d'une traduction fram;:aise ; a la demande de la meme partie comparante et en cas de divergences entre Jes versions anglaise et fran9aise, la version anglaise fera foi. Les documents ayant ete lus au mandataire, ladite personne a signe avec nous, notaire, !'original du present acte. |
Exhibit 3.237
| Rowan Rigs S.a r.I. (Anc.: Lionfish Luxembourg S.a r.l.) Societe a responsabilite limitee 48 Boulevard Grande-Duchess Charlotte, L-1330 Luxembourg R.C.S. Luxembourg: B 186.655 I STATUTS COORDONNES Statuts coordonnes deposes au registre de commerce et des societes pour servir aux fins de publication au Memorial, Recueil Special des Societes et Associations. Pour statuts coordonnes au 04 fevrier 2016 Ma'itre Jacques KESSELER Notaire I |
| Rowan Rigs S.a r.l. (Anc.: Lionfish Luxembourg S.a r.l.) Societe a responsabilite limitee 48 Boulevard Grande-Duchess Charlotte, L-1330 Luxembourg R.C.S. Luxembourg: B 186.655 ISTATUTS COORDONNES AU 04 fevrier 2016 Name - Object - Registered office - Duration Art. 1. There is hereby formed a "societe a responsabilite limitee", limited liability company (the "Company"), governed by the present articles of association (the "Articles") and by current Luxembourg laws (the "Law"), in particular the law of 10 August 1915 on Commercial Companies, as amended in particular by the law of 18 September 1933 and of 28 December 1992 on "societes a responsabilite limitee" (the "Commercial Companies Law"). Art. 2. The Company's name is "Rowan Rigs S.a r.l". Art. 3. The Company's purpose is: (1) To take participations and interests, in any form whatsoever, in any commercial, industrial, financial or other, Luxembourg or foreign companies or enterprises; (2) To acquire through participations, contributions, underwriting, purchases or options, negotiation or in any other way any securities, rights, patents and licenses and other property, rights and interest in property as the Company shall deem fit; (3) Generally to hold, manage, develop, sell or dispose of the same, in whole or in part, for such consideration as the Company may think fit, and in particular for shares or securities of any company purchasing the same; (4) To enter into, assist or participate in financial, commercial and other transactions; (5) To render managerial, administrative, consulting or other services to any holding company, subsidiary, or fellow subsidiary, or any other company which belong to the same group of companies than the Company (the "Affiliates"); (6) To grant to any Affiliates any assistance, loans, advances or guarantees (in the latter case, even in favour of a third-party lender of the Affiliates); (7) To borrow and raise money in any manner and to secure the repayment of any money borrowed; (8) To purchase, sell, transport freight, charter and manage sea-going vessels, and perform all financial and commercial operations and activities relating directly or indirectly thereto. In addition, the Company may own, lease, operate, and/or provide equipment used in contract drilling services in oil and gas drilling operations; acquire, hold, manage, sell or dispose of any such related equipment as well as sea-going vessels; enter into, assist or participate in financial, commercial and other transactions relating to contract drilling services and sea-going vessels; and (9) Generally to do all such other things as may appear to the Company to be incidental or conducive to the attainment of the above objects or any of them. The Company can perform all commercial, technical and financial operations, connected directly or indirectly in all areas as described above in order to facilitate the accomplishment of its purpose. Art. 4. The Company has its registered office in the City of Luxembourg, Grand-Duchy of Luxembourg. The registered office may be transferred within the municipality of the City of Luxembourg by decision of the board of managers or the sole manager (as the case may be). 2 |
| The registered office of the Company may be transferred to any other place in the Grand-Duchy of Luxembourg or abroad by means of a resolution of an extraordinary general meeting of shareholders or of the sole shareholder (as the case may be) adopted under the conditions required by the Law. The Company may have offices and branches (whether or not a permanent establishment) both in Luxembourg and abroad. In the event that the board of managers or the sole manager (as the case may be) should determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by the board of managers or the sole manager (as the case may be) of the Company. Art. 5. The Company is constituted for an unlimited duration. Art. 6. The life of the Company does not come to an end by death, suspension of civil rights, bankruptcy or insolvency of any shareholder. Art. 7. The creditors, representatives, rightful owner or heirs of any shareholder are not allowed, in any circumstances, to require the sealing of the assets and documents of the Company, nor to interfere in any manner in the management of the Company. They must for the exercise of their rights refer to financial statements and to the decisions of the meetings of shareholders or of the sole shareholder (as the case may be). Capital - Shares Art. 8. The Company's share capital is set at USD 47,500 (forty-seven thousand five hundred United States Dollars), represented by 47,500 (forty-seven thousand five hundred) shares with a nominal value ofUSD 1 (one United States Dollar) each. The amount of the share capital of the Company may be increased or reduced by means of a resolution of the extraordinary general meeting of shareholders or of the sole shareholder ( as the case may be) adopted under the conditions required for amendment of the Articles. Art. 9. Each share confers an identical voting right and each shareholder has voting rights commensurate to his shareholding. Art. 10. The shares are freely transferable among the shareholders. Shares may not be transferred "inter vivas" to non-shareholders unless shareholders representing at least three quarter of the share capital shall have agreed thereto in a general meeting. Furthermore, the provisions of Articles 189 and 190 of the Commercial Companies Law shall apply. The shares are indivisible with regard to the Company, which admits only one owner per share. Art. 11. The Company shall have power to redeem its own shares. Such redemption shall be carried out by means of a resolution of an extraordinary general meeting of the shareholders or of the sole shareholder ( as the case may be), adopted under the conditions required for amendment of the Articles, provided that such redemption has been proposed to each shareholder of the same class in the proportion of the capital or of the class of shares concerned represented by their shares. However, if the redemption price is in excess of the nominal value of the shares to be redeemed, the redemption may only be decided to the extent that the excess purchase price may not exceed total profits made since the end of the last financial year for which the annual accounts have been approved, 3 |
| plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed to reserve pursuant to the requirements of the Law or of Articles. Such redeemed shares shall be cancelled by reduction of the share capital. Management Art. 12. The Company will be managed by one or more managers. If several managers have been appointed, they will constitute a board of managers composed of one or several category A manager(s) and of one or several category B manager(s). The manager(s) need not be shareholders of the Company. The manager(s) shall be appointed and designated as category A manager or category B manager, and her/his/its/their remuneration determined, by a resolution of the general meeting of shareholders taken by simple majority of the votes cast, or of the sole shareholder (as the case may be). The remuneration of the manager(s) can be modified by a resolution taken at the same majority conditions. The general meeting of shareholders or the sole shareholder (as the case may be) may, at any time and "ad nutum ", remove and replace any manager. All powers not expressly reserved by the Law or the Articles to the general meeting of shareholders or to the sole shareholder (as the case may be) fall within the competence of the board of managers, or of the sole manager ( as the case may be). In dealing with third parties, the manager, or, in case of plurality of managers, the board of managers will have all powers to act in the name of the Company in all circumstances and to carry out and approve all acts and operations consistent with the Company's object, provided the terms of these Articles shall have been complied with. The Company shall be bound by the sole signature of its single manager, and, in case of plurality of managers, by the joint signature of one category A manager and one category B manager. The board of managers or the sole manager (as the case may be), may from time to time sub-delegate her/his/its powers for specific tasks to one or several ad hoc agent(s) who need not be shareholder(s) or manager(s) of the Company. The board of managers, or the sole manager (as the case may be) will determine the powers, duties and remuneration (if any) of its agent(s), the duration of the period of representation and any other relevant conditions of his/their agency. Art. 13. In case of plurality of managers, the decisions of the managers are taken by meeting of the board of managers. The board of managers shall appoint from among its members a chairman which in case of tie vote, shall have a casting vote. The chairman shall preside at all meetings of the board of managers. In case of absence of the chairman, the board of managers shall be chaired by a manager present and appointed for that purpose. It may also appoint a secretary, who needs not to be a manager, who shall be responsible for keeping the minutes of the meetings of the board of managers or for such other matter as may be specified by the board of managers. The board of managers shall meet when convened by one manager. Notice of any meeting of the board of managers shall be given to all managers at least 2 (two) days in advance of the time set for such meeting except in the event of emergency, the nature of which is to be set forth in the minute of the meeting. Any convening notice shall specify the time and place of the meeting and the nature of the business to be transacted. Convening notices can be given to each manager by word of mouth, in writing or by fax, cable, 4 |
| telegram, telex, electronic means or by any other suitable communication means. The notice may be waived by the consent, in writing or by fax, cable, telegram, telex, electronic means or by any other suitable communication means, of each manager. The meeting will be duly held without prior notice if all the managers are present or duly represented. No separate notice is required for meetings held at times and places specified in a schedule previously adopted by a resolution of the board of managers. Any manager may act at any meeting of managers by appointing in writing or by fax, cable, telegram, telex or electronic means another manager as his/her/its proxy. A manager may represent more than one manager. The managers may participate in a board of managers meeting by phone, videoconference, or any other suitable telecommunication means allowing all persons participating in the meeting to hear each other at the same time, provided that a majority of the managers shall never attend the meeting while being located in the same foreign jurisdiction. Such participation in a meeting is deemed equivalent to participation in person at a meeting of the managers. The board of managers can validly deliberate and act only if the majority of its members is present or represented, including at least one category A manager and one category B manager. Decisions of the board of managers are adopted by the majority of the managers participating to the meeting or duly represented thereto including at least one category A manager and one category B manager. The deliberations of the board of managers shall be recorded in the minutes, which have to be signed by the chairman or one category A manager and one category B manager. Any transcript of or excerpt from these minutes shall be signed by the chairman or one category A manager and one category B manager. Resolutions in writing approved and signed by all managers shall have the same effect as resolutions passed at a managers' meeting. In such cases, written resolutions can either be documented in a single document or in several separate documents having the same content. Written resolutions may be transmitted by ordinary mail, fax, cable, telegram, telex, electronic means, or any other suitable telecommunication means. Art. 14. Any manager does not contract in his function any personal obligation concerning the commitments regularly taken by him in the name of the Company; as a representative of the Company, he is only responsible for the execution of his mandate. General meetings of shareholders Art. 15. In case of plurality of shareholders, decisions of the shareholders are taken as follows: The holding of a shareholders meeting is not compulsory as long as the shareholders number is less than 25 (twenty-five). In such case, each shareholder shall receive the whole text of each resolution or decision to be taken, transmitted in writing or by fax, cable, telegram, telex, electronic means or any other suitable telecommunication means. Each shareholder shall vote in writing. If the shareholders number exceeds 25 (twenty-five), the decisions of the shareholders are taken by meetings of the shareholders. In such a case 1 (one) general meeting shall be held at least annually in Luxembourg within 6 (six) months of the closing of the last financial year. Other general meetings of shareholders may be held in the Grand-Duchy of Luxembourg at any time specified in the notice of the meeting. 5 |
| Art. 16. General meetings of shareholders are convened and written shareholders resolutions are proposed by the board of managers, or the sole manager ( as the case may be), failing which by shareholders representing more than half of the share capital of the Company. Written notices convening a general meeting and setting forth the agenda shall be made pursuant to the Law and shall be sent to each shareholder at least 8 ( eight) days before the meeting, except for the annual general meeting for which the notice shall be sent at least 21 (twenty-one) days prior to the date of the meeting. All notices must specify the time and place of the meeting. If all shareholders are present or represented at the general meeting and state that they have been duly informed of the agenda of the meeting, the general meeting may be held without prior notice. Any shareholder may act at any general meeting by appointing in writing or by fax, cable, telegram, telex, electronic means or by any other suitable telecommunication means another person who needs not be shareholder. Each shareholder may participate in general meetings of shareholders. Resolutions at the meetings of shareholders or resolutions proposed in writing to the shareholders are validly taken in so far as they are adopted by shareholders representing more than half of the share capital of the Company. If this quorum is not formed at a first meeting or at the first consultation, the shareholders are immediately convened or consulted a second time by registered letter and resolutions will be taken at the majority of the vote cast, regardless of the portion of capital represented. However, resolutions to amend the Articles shall only be taken by an extraordinary general meeting of shareholders, at a majority of shareholders representing at least three-quarters of the share capital of the Company. A sole shareholder exercises alone the powers devolved to the meeting of shareholders by the Law. Except in case of current operations concluded under normal conditions, contracts concluded between the sole shareholder and the Company have to be recorded in minutes or drawn-up in writing. Financial year - Balance sheet Art. 17. The Company's financial year begins on 1 January and closes on 31 December. Art. 18. Each year, as of 31 December, the board of managers, or the sole manager (as the case may be) will draw up the balance sheet which will contain a record of the properties of the Company together with its debts and liabilities and be accompanied by an annex containing a summary of all its commitments and the debts of the manager(s), statutory auditor(s) (if any) and shareholder(s) toward the Company. At the same time the board of managers or the sole manager ( as the case may be) will prepare a profit and loss account, which will be submitted to the general meeting of shareholders together with the balance sheet. Art. 19. Each shareholder may inspect at the head office the inventory, the balance sheet and the profit and loss account. If the shareholders' number exceeds 25 (twenty-five), such inspection shall be permitted only during the 15 (fifteen) days preceding the annual general meeting of shareholders. Supervision of the company Art. 20. If the shareholders number exceeds 25 (twenty-five), the supervision of the Company shall be entrusted to one or more statutory auditor(s) ("commissaires"), who may or may not be shareholder(s). 6 |
| Each statutory auditor shall serve for a term ending on the date of the annual general meeting of shareholders following their appointment dealing with the approval of the annual accounts. At the end of this period and of each subsequent period, the statutory auditor( s) can be renewed in its/their function by a new resolution of the general meeting of shareholders or of the sole shareholder ( as the case may be) until the holding of the next annual general meeting dealing with the approval of the annual accounts. Where the thresholds of Article 35 of the law of 19 December 2002 on the Luxembourg Trade and Companies Register are met, the Company shall have its annual accounts audited by one or more qualified auditors ("reviseurs d'entreprises agrees") appointed by the general meeting of shareholders or the sole shareholder (as the case may be) amongst the qualified auditors registered in the Financial Sector Supervisory Commission ("Commission de Surveillance du Secteur Financier")' s public register. Notwithstanding the thresholds above mentioned, at any time, one or more qualified auditors may be appointed by resolution of the general meeting of shareholders or of the sole shareholder ( as the case may be) that shall decide the terms and conditions of his/her/its/their mandate. Dividend - Reserves Art. 21. The credit balance of the profit and loss account, after deduction of the expenses, costs, amortisations, charges and provisions represents the net profit of the Company. Every year 5% (five percent) of the net profit will be transferred to the statutory reserve. This deduction ceases to be compulsory when the statutory reserve amounts to one tenth of the issued share capital, as decreased or increased from time to time, but shall again become compulsory if the statutory reserve falls below such one tenth. The general meeting of shareholders at the majority vote determined by the Law or the sole shareholder ( as the case may be) may decide at any time that the excess be distributed to the shareholder(s) proportionally to the shares they hold, as dividends or be carried forward or transferred to an extraordinary reserve. Art. 22. Notwithstanding the provisions of the preceding article, the general meeting of shareholders of the Company, or the sole shareholder ( as the case may be) upon proposal of the board of managers or the sole manager ( as the case may be), may decide to pay interim dividends before the end of the current financial year, on the basis of a statement of accounts prepared by the board of managers or the sole manager ( as the case may be), and showing that sufficient funds are available for distribution, it being understood that the amount to be distributed may not exceed realised profits since the end of the last financial year, increased by profits carried forward and available reserves, less losses carried forward and sums to be allocated to a reserve to be established according to the Law or the Articles. Winding-up - Liquidation Art. 23. The general meeting of shareholders under the conditions required for amendment of the Articles, or the sole shareholder (as the case may be) may resolve the dissolution of the Company. Art. 24. The general meeting of shareholders with the consent of at least half of the shareholders holding three quarters of the share capital shall appoint one or more liquidator( s ), physical or legal person(s) and determine the method of liquidation, the powers of the liquidator(s) and their remuneration. When the liquidation of the Company is closed, the liquidation proceeds of the Company will be allocated to the shareholders proportionally to the shares they hold. Applicable law Art. 25. Reference is made to the provisions of the Law for which no specific provision is made in these Articles. 7 |
| SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE Denomination - Objet - Siege - Duree Art. 1. II est constitue par cet acte une societe a responsabilite limitee (la «Societe»), regie par les presents statuts (les «Statuts») et par les lois luxembourgeoises actuellement en vigueur (la «Loi»), notamment par celle du 10 aout 1915 sur les societes commerciales, telle que modifiee notamment par la loi du 18 septembre 1933 et celle du 28 decembre 1992 sur les societes a responsabilite limitee (la «Loi sur les Societes Commerciales»). Art. 2 Le nom de la societe est "Rowan Rigs S.a r.l.". Art. 3. L'objet de la Societe est : (1) De prendre des participations et interets, sous quelque forme que ce soit, dans toutes societes ou entreprises commerciales, industrielles, financieres ou autres, luxembourgeoises ou etrangeres; (2) D'acquerir par voie de participation, d'apport, de souscription, de prise ferme ou d'option d'achat, de negociation et de toute autre maniere tous titres, droits, valeurs, brevets et licences et autres droits reels, droits personnels et interets, comme la Societe le jugera utile ; (3) De maniere generale de les detenir, les gerer, les mettre en valeur et les ceder en tout ou en partie, pour le prix que la Societe jugera adapte et en particulier contre les parts ou titres de toute societe les acquerant; (4) De conclure, d'assister ou de participer a des transactions financieres, commerciales ou autres; (5) De rendre des services de gestion, administratifs, de conseil ou autres services a toute societe holding, filiale, OU toute autre societe liee d'une maniere OU d'une autre a la Societe OU a toute societe appartenant au meme groupe de societes (les « Affiliees ») ( 6) D'octroyer a toutes Affiliees, tous concours, prets, avances ou garanties ( dans ce demi er cas, meme en faveur d'un tiers-preteur des Affiliees); (7) D'emprunter ou de lever des fonds de quelque maniere que ce soit et de garantir le remboursement de toute somme empruntee ; (8) D'acheter, de vendre, d'affreter et de gerer des navires de mer, et d'effectuer toutes les operations financieres et commerciales et les activites liees directement ou indirectement s'y rapportant. En outre, la societe peut detenir, louer, exploiter et/ou foumir de l'equipement utilise dans les services de forage dans les operations de forage petrolier et gazier; acquerir, detenir, gerer, vendre ou disposer de tout materiel connexe ainsi que des navires de mer; conclure, aider ou participer a des operations financieres, commerciales et autres se rapportant aux contrats de services de forage et de navires de mer; et (9) De maniere generale, de faire toute chose que la Societe juge circonstanciel ou favorable a la realisation des objets ci-dessus decrits ou a l'un quelconque d'entre eux. La Societe peut realiser toutes operations commerciales, techniques et financieres, en relation directe ou indirecte avec les secteurs pre decrits et aux fins de faciliter l'accomplissement de son objet. Art. 4. La Societe a son siege social etabli dans la Ville de Luxembourg, Grand-Duche de Luxembourg. Le siege social pourra etre transfere dans la commune de Luxembourg par decision du conseil de gerance ou du gerant unique (selon le cas). Le siege social de la Societe pourra etre transfere en tout autre lieu au Grand-Duche de Luxembourg ou a l'etranger par decision de l'assemblee generale extraordinaire des associes ou de l'associe unique (selon le cas) adoptee selon les conditions requises par la Loi. La Societe pourra ouvrir des bureaux ou succursales (sous forme d'etablissement permanent ou non) 8 |
| tant au Grand-Duche de Luxembourg qu'a l'etranger. Au cas ou le conseil de gerance ou le gerant unique (selon le cas) estimerait que des evenements extraordinaires d'ordre politique, economique ou social de nature a compromettre l'activite normale de la Societe a son siege social, ou la communication aisee avec ce siege ou de ce siege avec l'etranger se sont produits ou sont imminents, il pourra transferer provisoirement le siege social a l'etranger jusqu'a cessation complete de ces circonstances anormales; ces mesures provisoires n'auront toutefois aucun effet sur la nationalite de la Societe laquelle, nonobstant ce transfert provisoire du siege restera luxembourgeoise. Pareilles mesures provisoires seront prises et portees a la connaissance des tiers par le conseil de gerance ou le gerant unique (selon le cas) de la Societe. Art. 5. La Societe est constituee pour une duree indeterminee. Art. 6. Le deces, !'interdiction, la faillite ou la deconfiture d'un des associes ne mettent pas fin a la Societe. Art. 7. Les creanciers, representants, ayants droit ou heritiers des associes ne pourront, pour quelque motif que ce soit, requerir !'apposition de scelles sur les biens et documents de la Societe, ni s'immiscer en aucune maniere dans les actes de son administration. Ils doivent pour l'exercice de leurs droits s'en rapporter aux inventaires sociaux et aux decisions des assemblees des associes ou de l'associe unique (selon le cas). Capital - Parts sociales Art. 8. Le capital social de la Societe est fixe a 47.500 USD (quarante-sept mille cinq cents Dollars Americains) represente par 47.500 (quarante-sept mille cinq cents) parts sociales d'une valeur nominale de 1 USD (un Dollar Americain) chacune. Le montant du capital social peut etre augmente ou reduit au moyen d'une resolution de l'assemblee generale des associes ou de l'associe unique (selon le cas), adoptee selon les conditions requises pour la modification des Statuts. Art. 9. Chaque part sociale confere un droit de vote identique et chaque associe a un droit de vote proportionnel aux nombres de parts qu'il detient. Art. 10. Les parts sociales sont librement cessibles entre associes. Aucune cession de parts sociales entre vifs a un tiers non-associe ne peut etre effectuee sans l'agrement donne en assemblee generale des associes representant au moins les trois quarts du capital social. Pour le reste, il est refere aux dispositions des articles 189 et 190 de la Loi sur les Societes Commerciales. Les parts sociales sont indivisibles a l'egard de la Societe, qui ne reconnait qu'un seul proprietaire pour chacune d'elle. Art. 11. La Societe est autorisee a racheter ses propres parts sociales. Un tel rachat sera decide par une resolution de l'assemblee generale des associes ou de l'associe unique (selon le cas) par decision adoptee selon les conditions requises pour la modification des Statuts, a condition qu'un tel rachat ait ete propose a chaque associe de meme categorie en proportion de sa participation dans le capital social ou de la categorie de parts sociales concernee, representee par ses parts sociales. Neanmoins, si le prix de rachat excede la valeur nominale des parts sociales rachetees, le rachat ne pourra etre decide que dans la mesure ou le supplement du prix d'achat n'excede pas le total des benefices realises depuis la fin du dernier exercice social dont les comptes annuels ont ete approuves, augmente des benefices reportes et de toutes sommes issues des reserves disponibles a cet effet, et diminue des pertes repartees ainsi que des sommes a porter en reserve conformement aux exigences de la Loi ou des Statuts. 9 |
| Les parts sociales rachetees seront annulees par reduction du capital social. Gerance Art. 12. La Societe est geree par un OU plusieurs gerants. Si plusieurs gerants sont nommes, ils constituent un conseil de gerance compose d'un ou plusieurs gerant(s) de categorie A et d'un ou plusieurs gerant(s) de categorie B. Le(s) gerant(s) ne sont pas obligatoirement associes de la Societe. Le(s) gerant(s) est/sont nomme(s) et designe(s) comme gerant de categorie A ou gerant de categorie B, et sa/leur remuneration est fixee par resolution de l'assemblee generale des associes prise a la majorite simple des voix ou par decision de l'associe unique (selon le cas). La remuneration du/des gerant(s) peut etre modifiee par resolution prise dans les memes conditions de majorite. L'assemblee generale des associes ou l'associe unique (selon le cas) peut, « ad nutum » et a tout moment, revoquer ou remplacer tout gerant. Tousles pouvoirs non expressement reserves a l'assemblee generale des associes ou a l'associe unique (selon le cas) par la Loi ou les Statuts seront de la competence du conseil de gerance ou du gerant unique (selon le cas). Vis-a-vis des tiers, le gerant ou, en cas de pluralite de gerants, le conseil de gerance, aura tous pouvoirs pour agir en toutes circonstances au nom de la Societe et de realiser et approuver tous actes et toutes operations en relation avec l'objet social de la Societe dans la mesure ou les termes de ces Statuts auront ete respectes. La Societe sera engagee par la seule signature du gerant unique et en cas de pluralite de gerants, par la signature conjointe d'un gerant de categorie A et d'un gerant de categorie B. Le conseil de gerance, ou le gerant unique (selon le cas) peut, de temps en temps, subdeleguer une partie de ses pouvoirs pour des taches specifiques a un ou plusieurs agent(s) « ad hoc» qui n'est pas/ne sont pas necessairement associe(s) ou gerant(s) de la Societe. Le conseil de gerance ou le gerant unique (selon le cas) determine les pouvoirs, les responsabilites et la remuneration (s'il ya lieu) de cet/ces agent(s), la duree de son/leur mandat ainsi que toutes autres conditions de son/leur mandat. Art. 13. En cas de pluralite de gerants, les decisions des gerants sont prises en reunion du conseil de gerance. Le conseil de gerance designera parmi ses membres un president qui en cas d'egalite de voix, aura un vote preponderant. Le president presidera toutes les reunions du conseil de gerance. En cas d'absence du president, le conseil de gerance sera preside par un gerant present et nomme a cette fonction. Il peut egalement choisir un secretaire, lequel n'est pas necessairement gerant, qui sera responsable de la conservation des proces-verbaux des reunions du conseil de gerance ou de !'execution de toute autre tache specifiee par le conseil de gerance. Le conseil de gerance se reunira suite a la convocation donnee par un gerant. Pour chaque conseil de gerance, des convocations devront etre etablies et envoyees a chaque gerant au mo ins 2 ( deux) j ours avant la date prevue pour la reunion, sauf en cas d 'urgence, la nature de cette urgence devant etre determinee dans le proces-verbal de la reunion du conseil de gerance. Toute convocation devra specifier l'heure et le lieu de la reunion et la nature des activites a entreprendre. Les convocations peuvent etre faites aux gerants oralement, par ecrit ou par telefax, cable, telegramme, telex, moyens electroniques ou par tout autre moyen de communication approprie. Chaque gerant peut renoncer a cette convocation par ecrit OU par telefax, cable, telegramme, telex, moyens electroniques ou par tout autre moyen de communication approprie. La reunion du conseil de gerance se tiendra valablement sans convocation si tous les gerants sont |
| presents ou dfiment representes. Une convocation specifique n'est pas requise pour les reunions du conseil de gerance qui se tiendront a l'heure et au lieu precises dans d'une precedente resolution du conseil de gerance. Tout gerant peut prendre part aux reunions du conseil de gerance en designant par ecrit ou par telefax, cable, telegramme, telex ou moyens electroniques un autre gerant pour le representer. Un gerant peut representer plusieurs autres gerants. Tout gerant peut assister a une reunion du conseil de gerance par telephone, videoconference ou par tout autre moyen de communication approprie permettant a !'ensemble des personnes presentes lors de cette reunion de communiquer simultanement. Une telle participation a une reunion du conseil de gerance est reputee equivalente a une presence physique a la reunion. Le conseil de gerance peut valablement deliberer et agir seulement si la majorite des gerants y est presente ou representee, dont au moins un gerant de categorie A et un gerant de categorie B. Les decisions du conseil de gerance sont adoptees a la majorite des gerants participant au conseil ou y etant representes, incluant au moins un gerant de categorie A et un gerant de categorie B. Les deliberations du conseil de gerance sont transcrites dans un proces-verbal, qui est signe par le president ou par un gerant de categorie A et un gerant de categorie B conjointement. Tout extrait ou copie de ce proces-verbal devra etre signe par le president ou par un gerant de categorie A et un gerant de categorie B conjointement. Les resolutions ecrites approuvees et signees par tous les gerants auront le meme effet que les resolutions prises en conseil de gerance. Dans de tels cas, les resolutions ecrites peuvent soit etre documentees dans un seul et meme document, soit dans plusieurs documents ayant le meme contenu. Les resolutions ecrites peuvent etre transmises par lettre ordinaire telefax, cable, telegramme, telex, moyens electroniques ou tout autre moyen de telecommunication approprie. Art. 14. Aucun gerant ne contracte en raison de ses fonctions d'obligation personnelle quant aux engagements regulierement pris par lui au nom de la Societe; simple mandataire de la Societe, il n'est responsable que de !'execution de son mandat. Assemblee generale des associes Art. 15. En cas de pluralite d'associes, les decisions des associes sont prises comme suit: La tenue d'assemblees generales n'est pas obligatoire, tant que le nombre des associes est inferieur a 25 (vingt-cinq). Dans ce cas, chaque associe recevra le texte complet de chaque resolution ou decision a prendre, transmis par ecrit OU par telefax, cable, telegrarnme, telex, moyens electroniques OU tout autre moyen de telecommunication approprie. Chaque associe emettra son vote par ecrit. Si le nombre des associes excede 25 (vingt-cinq), les decisions des associes sont prises en assemblee generate des associes. Dans ce cas une assemblee generate annuelle est tenue a Luxembourg dans les 6 (six) mois de la cloture du demier exercice social. Toute autre assemblee generale des associes peut se tenir au Grand-Duche de Luxembourg a l'heure et aujour fixe dans la convocation a l'assemblee. Art. 16. Les assemblees generates des associes sont convoquees et des resolutions ecrites d'associes sont proposees par le conseil de gerance ou par le gerant unique (selon le cas) ou, a defaut, par des associes representant plus de la moitie du capital social de la Societe. Une convocation ecrite convoquant une assemblee generate et indiquant l'ordre du jour est faite conformement a la Loi et est adressee a chaque associe au moins 8 (huit) jours avant l'assemblee, sauf pour l'assemblee generate annuelle pour laquelle la convocation sera envoyee au moins 21 (vingt et 11 |
| un) jours avant la date de l'assemblee. Toutes les convocations doivent mentionner la date et le lieu de l'assemblee generale. Si tous les associes sont presents OU representes a l'assemblee generale et indiquent avoir ete dfiment informes de l'ordre du jour de l'assemblee, l'assemblee generale peut se tenir sans convocation prealable. Tout associe peut se faire representer a toute assemblee generale en designant par ecrit OU par telefax, cable, telegramme, telex, moyens electroniques ou tout autre moyen de telecommunication approprie un tiers qui peut ne pas etre associe. Chaque associe a le droit de participer aux assemblees generales des associes. Les resolutions des assemblees des associes ou les resolutions proposees par ecrit aux associes ne sont valablement adoptees que pour autant qu'elles sont prises par des associes representant plus de la moitie du capital social de la Societe. Si ce quorum n'est pas atteint lors de la premiere assemblee generale ou sur premiere consultation, les associes sont immediatement convoques ou consultes une seconde fois par lettre recomrnandee, et les resolutions seront adoptees a la majorite des votes exprimes quelle que soit la portion du capital represente. Toutefois, les decisions ayant pour objet une modification des Statuts ne pourront etre prises qu'en assemblee generale extraordinaire des associes, a la majorite des associes representant au moins les trois-quarts du capital social de la Societe. Un associe unique exerce seul les pouvoirs devolus a l'assemblee generale des associes par les dispositions de la Loi. Excepte en cas d'operations courantes conclues dans des conditions normales, les contrats concluent entre l'associe unique et la Societe doivent etre inscrits dans un proces-verbal ou etablis par ecrit. Exercice social - Comptes annuels Art. 17. L'exercice social commence 1 er janvier et se termine le 31 decembre. Art. 18. Chaque annee, au 31 decembre, le conseil de gerance ou le gerant unique (selon le cas) etablira le bilan qui contiendra l'inventaire des avoirs de la Societe et de toutes ses dettes avec une annexe contenant le resume de tous ses engagements, ainsi que les dettes du (des) gerant(s), du (des) commissaire(s) (s'il en existe) et du (des) associe(s) envers la societe. Dans le meme temps, le conseil de gerance ou le gerant unique (selon le cas) preparera un compte de profits et pertes qui sera soumis a l'assemblee generale des associes avec le bilan. Art. 19. Tout associe peut prendre communication au siege social de la Societe de l'inventaire, du bilan et du compte de profits et pertes. Si le nombre des associes excede 25 (vingt-cinq), une telle communication ne sera autorisee que pendant les 15 (quinze)jours precedant l'assemblee generale annuelle des associes. Surveillance de la societe Art. 20. Si le nombre des associes excede 25 (vingt-cinq), la surveillance de la Societe sera confiee a un ou plusieurs commissaire(s) aux comptes, associe(s) ou non. Chaque commissaire aux comptes sera nomme pour une periode expirant a la date de la prochaine assemblee generale annuelle des associes suivant sa nomination se pronon9ant sur !'approbation des comptes annuels. A !'expiration de cette periode, et de chaque periode subsequente, le(s) commissaire(s) aux comptes pourra/pourront etre renouvele(s) dans ses/leurs fonction(s) par une nouvelle decision de l'assemblee generale des associes ou de l'associe unique (selon le cas) jusqu'a la tenue de la prochaine assemblee 12 |
| generale annuelle des associes se prononc;ant sur !'approbation des comptes annuels. Lorsque les seuils de !'article 35 de la loi du 19 decembre 2002 sur le registre du commerce et des societes seront atteints, la Societe confiera le controle de ses comptes annuels a un ou plusieurs reviseur(s) d'entreprises agree(s) nommes par l'assemblee generale des associees ou l'associe unique (selon le cas), parmi les membres inscrits au registre public des reviseurs d'entreprises agrees tenu par la Commission de Surveillance du Secteur Financier (CSSF). Nonobstant les seuils ci-dessus mentionnes, a tout moment, un ou plusieurs reviseur(s) d'entreprises agree(s) peuvent etre nommes par resolution de l'assemblee generale des associes ou l'associe unique (selon le cas) qui decide des termes et conditions de son/leurs mandat(s). Dividendes - Reserves Art. 21. L'excedent favorable du compte de profits et pertes, apres deduction des frais, charges et amortissements et provisions, constitue le benefice net de la Societe. Chaque annee, 5% ( cinq pour cent) du benefice net seront affectes a la reserve legale. Ces prelevements cesseront d'etre obligatoires lorsque la reserve legale aura atteint un dixieme du capital social tel qu'augmente ou reduit le cas echeant, mais devront etre repris si la reserve legale est inferieure ace seuil d'un dixieme. L'assemblee des associes, a la majorite prevue par la Loi, ou l'associe unique (selon le cas) peut decider a tout moment que l' excedent sera distribue entre les associes au titre de dividendes au pro rata de leur participation dans le capital de la Societe ou reporte a nouveau ou transfere a une reserve Speciale. Art. 22. Nonobstant les dispositions de !'article precedent, l'assemblee generale des associes de la Societe ou l'associe unique (selon le cas) peut, sur proposition du conseil de gerance ou du gerant unique (selon le cas), decider de payer des acomptes sur dividendes en cours d'exercice social sur base d'un etat comptable prepare par le conseil de gerance ou le gerant unique (selon le cas), desquels ii devra ressortir que des fonds suffisants sont disponibles pour la distribution, etant entendu que les fonds a distribuer ne peuvent pas exceder le montant des benefices realises depuis le demier exercice social augmente des benefices reportes et des reserves distribuables mais diminue des pertes repartees et des sommes a porter en reserve en vertu de la Loi ou des Statuts. Dissolution - Liquidation Art. 23. L'assemblee generale des associes, selon les conditions requises pour la modification des Statuts, ou l'associe unique (selon le cas), peut decider de la dissolution et la liquidation de la Societe. Art. 24. L'assemblee generale des associes avec l'approbation d'au moins la moitie des associes detenant trois-quarts du capital social devra designer un ou plusieurs liquidateurs, personnes physiques ou morales, et determiner la methode de liquidation, les pouvoirs du ou des liquidateurs et leur remuneration. La liquidation terminee, les avoirs de la Societe seront attribues aux associes au prorata des parts sociales qu'ils detiennent. Loi applicable Art. 25. II est renvoye aux dispositions de la Loi pour !'ensemble des points au regard desquels les presents Statuts ne contiennent aucune disposition specifique. POUR STATUTS CONFORMES AU 04 FEVRIER 2016 13 |
Exhibit 3.238
| co:PIA c:ERTIFICADA p ARA EFECTOS LEGALES DEL INSTRUMENTO No. 44,389 |
| 1 !!.liiiSfi:t!JV LlBR{) NUMERO SEISCIENTOS TREINTA Y OCHO.------------------------ABS/sgh INSTRUMENTO NUMERO CUARENTA Y CUATRO MIL TRESCIENTOS OCHENT A Y NUEVE.----------·--------------------------------------------------------------------- MEXICO, DISTRITO FEDERAL, a quince de abril del afio dos mil nueve. -------------- YO, EL LICENCIADO ERIK NAMUR CAMPESINO, titular de la notaria numero noventa y cuatro del Distrito Federal, hago constar: -----------------------------r--------------- A.- LA PROTOCOLIZACIC>N DE LOS PODERES OTORGA,bOS EN EL EXTRANJERO por "ROWAN LUXEMBOURG S.A.R.L.", que realio a solicitud de la lice:nciada Maria Cecilia Gutierrez-Sansano Diego Fernande7.·< --l-------------------- 1 ' B.- EL CONTRA TO DE SOCIEDAD MERCANT~L p el.· p.ue se constituye "ROW AN", SOCIEDAD DE RESPONSABILIDAD L IT Ad A DE CAPITAL I , VARIABLE, en el que intervienen "ROWAN XEMROURG S.A.R.L.", l I representada por la licenciada Maria Cecilia Gutierrej-Sansan~ Diego Fernandez y I ' "RDC DRILLING INTERNATIONAL, INC.", rt.A esentadatr el licenciado Jorge Antonio Garcia de Presno Arizpe, en los termino del permis numero tres millones setecientos mil cuarenta y cuatro, expediente numer dos cero ro nueve tres siete cero I cero cero cuatro uno, folio numero cero nueve cerj., uno cero nueve tres siete uno cero cero ocho, expedido el dia nmwe de enero de( dos mil nueve por la Secretaria de ..f Relaciones Exteriores, que agrego al apendice gk este instrumento marcado con la letra I "A", y al tenor de los siguientes capitulos y clalfoulas:-------------------------------------------- 1 -----------------------------------CAJ~iTULO PRJMERO------------------------------------------- ----------------------------------PROTOCOLIZACION DE--------------------------------------- ----------------------PODERES OTORGADOS EN EL EXTRANJERO--------------------- I.- PROTOCOLIZACION DE PODERES OTORGADOS EN EL EXTRANJERO. Para la constituci6n de la sociedad de referencia, se hizo constar el otorgamiento de los siguientes poderes, cuya protocoiizaci6n realizo a solicitud de la licenciada Maria Cecilia Gutierrez-Sansano Diego Fern:indez. ------------------------------------------------------------ a).- LOS PO DERES OTORGADOS EN EL EXTRANJERO por "ROW AN LUXEMBOURG s.A.R.L.", en favor de los sefiores CARLOS RAUL VALENCIA BARRERA, MIGUEL BERNARDO DE ERICE RODRIGUEZ, JORGE ANTONIO GARCIA DE PRESNO ARIZPE, MIRIAM GRUNSTEIN DICKTER, MARIA CECILIA GUTIERREZ SANSANO DIEGO FERNANDEZ, MARICARMEN ESCALANTE OLANO, CARLOS FREANER NIEVES, FRANCISCO JAVIER |
| 2 "~~ ZENTENO GOMEZ, GABRIEL ORTIZ AGUILAR y JAVIER RODRiGUEZ CACHO SANCHEZ NAVARRO, para que en nombre y representaci6n de la poderdante, los ejerciten con el cumulo de facultades contenidas en el documento que se protocoliza.---------------------------------------------------------------------------------------------- Dichos poderes fueron otorgados ante Martine Schaeffer, notaria publica debidamente autorizada para actuar como tal en el Gran-Ducado de Luxemburgo, el dia veintisiete de marzo del dos mil nueve.------------------------------------------------------------------------------ Dichos poderes fueron apostillados bajo el numero uno cero cero uno cero nueve cero tres dos siete uno cinco ocho seis ocho cuatro, el dia veintisiete de marzo del dos mil nueve, por Paul Kirtz, Inspector Principal del Ministerio de Pasaportes, Visas y Legalizaciones del Gran-Ducado de Luxemburgo.------------------------------------------------------------------- Dichos poderes escritos simultaneamente en idioma ingles y espafiol debidamente apostillados junto con la traducci6n de su apostilla y texto, elaborada por Margarita Graciela Romero Chavez, perito traductor debidamente autorizada por el Consejo de la Judicatura Federal, los agrego al apendice del presente instrumento marcados con la letra ''B''. ------------------------------------------------------------------------------------------------------ b).- Los documentos que se han relacionado en el inciso a) se colocan dentro del supuesto de documentos publicos otorgados en el extranjero, de conformidad con la Convenci6n de La Haya, de la que forma parte los Estados Unidos Mexicanos y que fue publicada en el Diario Oficial de la Federaci6n, el dia catorce de agosto de mil novecientos noventa y cinco.----------------------------------------------------------------------------------------------------- EXPUESTO LO ANTERIOR, la compareciente otorga la siguiente:------------------------ ---------------------------------------C LA usu LA----------------------------------------------- 0 N I C A.- Con fundamento en los articulos ciento treinta y seis, ciento treinta y nueve y ciento cuarenta de la Ley del Notariado para el Distrito Federal, quedan protocolizados para todos los efectos legales a que haya lugar LOS PODERES OTORGADOS EN EL EXTRANJERO por "ROWAN LUXEMBOURG S.A.R.L.", en favor de los sen.ores CARLOS RAUL VALENCIA BARRERA, MIGUEL BERNARDO DE ERICE RODRiGUEZ, JORGE ANTONIO GARCIA DE PRESNO ARIZPE, MIRIAM GRUNSTEIN DICKTER, MARiA CECILIA GUTIERREZ SANSANO DIEGO FERNANDEZ, MARICARMEN ESCALANTE OLANO, CARLOS FREANER NIEVES, FRANCISCO JAVIER ZENTENO GOMEZ, GABRIEL ORTIZ AGUILAR y JAVIER RODRiGUEZ CACHO SANCHEZ NAVARRO, para que los |
| 3 44,389 ejerciten con el cumulo de facultades contenidas en el documento que ha quedado agregado al apendice de este instrnmento con la letra "B". -------------------------------------- --------------------------·-------------CAPITULO SEGUNDO -------------------------------------- --------------------------CONTRA TO DE SOCIEDAD MERCANTIL-------------------------- --------------------------------------EST ATUTOS SOCIALES ------------------------,--------------- i ARTI CULO PRIMER 0. DENO MIN A CI ON. ---------------------------------/--------------- ; La sociedad se denominara "ROW AN". Esta denominaci6n ira seguida /de las palabras f SOCIEDAD DE RESPONSAHILIDAD LIMIT ADA DE CAPITAL/VARIABLE, o I de sus abreviaturas "S. de R.L. de C. V.". --------------------------------~/-f-------------------- ARTi ~ULO. SEG UND~. 0 BJETO. ------------------------------t--f-------------------- ~; ::1::::::n:0 ::: o:::;~~~~:-~~~:~:;~:,-:::~=:~✓ i~, .~;~:=~=;~:,-~;:~:~: · ' d 11 d l . ' . ' // d'fit· . ' bl . con. strucc10n, esarro o, remo e ac10n, reparac10n, / mo 1 1c c1on, ensam aJe, I importaci6n, exportaci6n y ejecuci6n de ingenieria det' o tipo de,, bienes, maquinaria y equipo, incluyendo plataformas de perforaci6n relaci nadas cot la industria de los hidrocarburos, asi como la prestaci6n de servicios y pr vision de ~da clase de productos relacionados con los actos y bienes mencionados. ---i-. ------------------------------------------ b ). La prestaci6n de servicios de contrataci6n y , clministraci6n de personal, pago de n6mina, calculo de prestaciones laborales, liqui?ici6n de trabajadores y demas actos relacionados con recurses humanos y relaciones t oral es. ------------------------------------- c ). La compra, venta, arrendamit:nto, comodato, importaci6n y exportaci6n de bienes y la prestaci6n de todo tipo de servicios relacionados con los mismos que puedan ser legalmente prestados por sociedades que tengan inversion extranjera en su capital social, incluyendo de manera enunciativa pero no limitativa, servicios administrativos, de consultoria, profesionales, de asistencia tecnica y de conocimientos tecnicos en general, a ser prestados directa o indirectamente por la sociedad, a su nombre o a traves de terceros. d). Representar, como intermediario, agente, comisionista, representante o con cualquier otro caracter, a cualquier persona fisica o moral.-------------------------------------------------- e ). Adquirir, arrenda:r, recibir u otorgar licencias de uso sobre o de cualquier otra forma disponer de toda clase de activos, incluyendo bienes inmuebles y derechos de propiedad industrial y/o intelectual, que se consideren necesarios o convenientes para llevar a cabo su o~jeto social. -------------------··-------------------------------·-------------------------------------- f). Prornover, constituir y administrar todo tipo de cornpafi.ias o sociedades y adquirir |
| 4 «~~ participaciones sociales o acciones de otras sociedades, ya sean nacionales o extranjeras, como socio fundador o accionista fundador o por medio de la adquisici6n de acciones o partes sociales en las ya existentes, asi como disponer o transmitir dichas acciones o partes sociales. --------------------------------------------------··--------------------------------------- g). Participar en sociedades, asociaciones o en asociaciones en participaci6n o en cualquier otra relaci6n juridica con el prop6sito de celebrar uno o mas convenios con otras personas flsicas o morales para cumplir con el objeto social.---------------------------- h). Otorgar, emitir, suscribir, girar, aceptar, endosar, certificar, garantizar o por cualquier otro concepto suscribir cualesquiera titulos de credito.---··-------------------------------------- i). Adquirir, poseer, usar, desarrollar, registrar y disponer de todo tipo de patentes, marcas y nombres comerciales, franquicias y cualesquiera otros derechos de propiedad industrial, ya sean de su propiedad o de terceros. ------------------------------------------------------------- j). Obtener y otorgar prestamos y participar en todo tipo de contratos de credito y recibir y otorgar toda clase de garantias. -------------------------------·---------------------------------------- k). Solicitar y obtener autorizaciones, permisos o licencias ante la Secretaria de Energia y/o las dependencias o autoridades federales, estatales o municipales competentes, asi como ante organismos publicos, desconcentrados o descentralizados y otras entidades gubemamentales, sociedades, empresas o compafiias, incluyendo a Petr6leos Mexicanos y sus subsidiarias y otras personas flsicas o morales, para, entre otras cosas, el arrendamiento, mantenimiento, transporte y operaci6n de infraestructura, equipo y maquinaria, incluyendo el tomar parte en licitaciones y concursos y llevar a cabo todos y cualesquiera actos relacionados o inherentes a los mismos y celebrar contratos con dependencias o autoridades federales, estatales o municipales competentes, asi como ante organismos publicos, desconcentrados o descentralizados y otras entidades gubemamentales, sociedades, empresas o compafiias, incluyendo a Petr6leos Mexicanos y sus subsidiarias y otras personas flsicas o morales y con cualesquiera terceros. -------------- 1). Celebrar y/o llevar a cabo, en la Republica Mexicana o en el extranjero, a su nombre o en el de terceros, todo tipo de actos principales o accesorios, ya sean civiles, mercantiles, y de cualquier otra naturaleza (incluyendo actos de dominio ), contratos o convenios permitidos por la ley, en el entendido de que la sociedad estara facultada para garantizar obligaciones de terceros, ya sea como aval o de cualquier otra naturaleza, incluyendo el ser deudor solidario o mancomunado. -------------------------------------------------------------- ARTiCULO TERCERO DURACION. --------------------------------------------------------- |
| 5 44,389 de la sociedad sera indefinida. ________________________________________ .: _______________ _ AR Ti CULO CU ARTO. DO MlCILI O. ---------------------------------------------------------- El domicilio de la sociedad sera en Mexico, Distrito Federal. La sociedad podra establecer oficinas, agencias o sucursales en cualquier parte de la Republica Mexicana ,o del extranjero, asi como pactar domicilios convencionales, en el entendido 1que el establecimiento de dichas oficinas, agencias, sucursales y/o domicilios convencid~ales no I implicara un cambio de domicilio de la sociedad. ------------------------------------f----------- , I ARTI CULO Q UlNTO. NA CI O NALIDAD. ·---------------------------------------t------------- / La sociedad es mexicana. Los socios extranjeros actual es o futuros ye 1~/ sociedad se obligan formalmente con la Secretaria de Relaciones Exteriores a/consyierarse como nacionales respecto de las partes social es de la sociedad que actf eran;o de que sean titulares, asi como de los bienes, derechos, concesiones, participziones o/intereses de que .. f sea titular la sociedad, o ~ien d~ los derechos y _obligacion~s ? e derive/i ~e los contratos en que sea parte la prop1a soc1edad con autondades mex'../anas y a to mvocar, por lo mismo, la protecci6n de sus gobiemos, bajo la pena en aso confario, de perder en benef~cio de la Nacion Mexicana las participaciones social s que hujeren adquirido. ----- ARTICULO SEXTO. CAPITAL Y PARTES SOCIA ES.--------------------------------- El capital social sera variable. No habra Hmite para f capital en su parte variable. El capital estani dividido en partes sociales. Las partt sociales podran ser divididas por resoluci6n de la Asamblea de Socios. Las partes /ociales tendran un valor nominal de multiplos de un peso, moneda nacional, las cual'bs podran ser suscritas libremente por personas que posean la capacidacl legal para ello.------------------------------------------------- El capital minimo fijo de la sociedad sin derecho a retiro es de TRES MIL PESOS, MO NED A NACION AL. -------·--------------------------------------------------------------------- T odas las partes sociales conferiran iguales derechos a sus titulares. -------------------------- El Consejo de Gerentes podni emitir certificados de aportaci6n nominativos para representar las partes sociales de la sociedad. A menos de que los socios resuelvan lo contrario, el Secretario o Secretario Suplente de la sociedad conservara los certificados de aportaci6n de cada uno de los Socios, a menos de que hayan sido utilizados (ya sea dados en prenda ode cualquier otra forrna) para garantizar una deuda incurrida por los Socios en lo individual o por la sociedad, en ambos casos previamente aprobada por el Consejo de Gerentes. ---------------------------·---------------------------------------------------------------------- El Secretario o Secretario Suplente de la sociedad debera entregar, a solicitud de cada |
| 6 44,389 Socio, una copia de su certificado de aportacion correspondiente. ---------------------------- Los certificados de partes sociales que emita la sociedad seran nominativos y no negociables. Las partes sociales solo seran cedibles o transferibles, parcial o totalmente, en los casos y con los requisitos que establece la Ley General de Sociedades Mercantiles. Los certificados de partes sociales (i) solo podran amparar una parte social, (ii) contendran las menciones que las leyes y reglamentos mexicanos establezcan, (iii) seran acordes con el formato aprobado por el Consejo de Gerentes o por la Asamblea de Socios de la sociedad o, (iv) seran firmados por el Presidente del Consejo de Gerentes y el Secretario o Secretario Suplente de la sociedad, y (v) contendran el texto completo de los articulos Quinto y Noveno de estos estatutos. -------------·----------------------------------·----- ARTiCULO SEPTIMO. AUMENTOS Y DISMINUCIONES DEL CAPITAL SOCIAL.------------------------·--------------------------------·--------------··-------------------·------ 1. Disposiciones generales para la porcion fija.---------·--------------------------------------- El capital minimo fijo de la sociedad puede ser aumentado o disminuido por resolucion de socios, mediante modificacion del articulo sexto de estos estatutos, de acuerdo con lo previsto por la Ley General de Sociedades Mercantiles. -··--------------------------------------- 11. Disposiciones generales para la porcion variable. ----------------··-------------------·----- El capital en su porcion variable podra ser aumentado ilimitadamente sobre el monto del capital minimo fijo, o posteriormente disminuirse hasta dicho monto, por resolucion de la Asamblea de Socios, sin mas formalidades que las establecidas en el capitulo VIII de la Ley General de Sociedades Mercantiles. -------------------··--------------------------------------- 111. Aumento de capital. --------------------------------------·-------------------------------------- Los aumentos de capital en su porcion fija o variable podnin efectuarse mediante aportaciones de los socios o de terceros, capitalizacion de utilidades, superavits o reservas, o por cualquier otra forma prevista por la ley. ---·-------------··------------------------ IV. Disminucion del capital.--------------------------------··--------------------------------------- Las disminuciones del capital deberan ser absorbidas por todos los socios en proporci6n al valor de las partes sociales de que sean propietarios al momento de decretarse la disminuci6n, reduciendose el valor de cada parte social en proporci6n a la parte disminuida. -------------------------------------------------------·------------------------------------·--- ARTi CULO OCTA VO. P ARTES SOCIALES. ---------------------------------------------- Cada socio tendra una parte social exclusivamente, a menos de que el socio solicite a la sociedad la division de su parte social en dos o mas, y que esta solicitud sea aprobacla por |
| 7 44,389 por la Asamblea de Socios, de conformidad con el articulo sexto de los presentes estatutos. Cuando un socio efectue una aportaci6n a la sociedad o adquiera parcial o totalmente la parte social de otro socio, el valor de su parte social se incrementara en proporci6n a la parte social adquirida, la cual sera cancelada excepto que la Asamblea de Socios resuelva lo contrario. --------------------------------------------- ~------- ARTICULO NOVENO. SUSCRIPCION Y TRANSMISION DE LAS SOCIALES.-------------------------------------------------------------------------------- ------------ Los socios no podran transmitir o ceder total o parcialmente sus partes so ales, sin el previo consentimiento expreso dt: la totalidad de los socios. -------------------- -------------- Cualquier subscripci6n, transmisi6n o cesi6n hecha en contravenci6 a lo stablecido en este articulo sera nula. ----------------------------------------------------- -------- ------------------ ARTi CULO DECIMO. REGISTRO DE SOCIOS.------------ ---------- -------------------- La sociedad llevara un Libro de Registro de Socios en que e haran domicilio y nacionalidad de cada uno de los socios, asi omo todas suscripci6n, adquisici6n, cesi6n o transmisi6n de que que este dividido el capital social, con expresi6n del v lor, contra partes sociales en fecha de transmisi6n de cada una .. ------------------------- ------------------------------------------ El Libro de Registro de Socios sera llevado por el cretario o Secretario Suplente de la sociedad, a menos de que la Asamblea de Socios o 1 Consejo de Gerentes designen a una persona diferente para ello. --------------------------- ----------------------------------------------- La sociedad considerara como duefia de la parte social a la persona que aparezca inscrita en el Libro de Registro de Socios de la sociedad, a partir de la fecha en que la adquisici6n haya sido inscrita en el mismo, fecha en que surtira efectos tambien para terceros. Seran nulas y no seran inscritas en el Libro de Registro de Socios las transmisiones de partes sociales que se efectuen en contravenci6n al articulo noveno y otras disposiciones relacionadas de estos estatutos. ----------------------------------------------------------------------- ARTICULO DECIMO PRIMERO. CONVOCATORIA A ASAMBLEAS DE SOCIOS.------------------------------------------------------------------------------------------------- 1. Convocatoria. ---------------------------------------------------------------------------------------- Las Asambleas de Socios deberan ser convocadas por el Secretario o Secretario Suplente de la sociedad, o por el Presidente del Consejo de Gerentes o por el Comisario. ------------- 11. Publicacion de la convocatoria. ---------------------------------------------------------------- La convocatoria sera ya sea (i) publicada en uno de los diarios de mayor circulaci6n del |
| 8 "~~ domicilio social, o (ii) publicada en el peri6dico oficial del domicilio social, o (iii) hecha por correo, fax o correo electr6nico, confirmada por correo certificado, por fax o por correo electr6nico, o (iv) enviada por servicio de mensajeria, con cuando menos ocho dfas calendario de anticipaci6n a la fecha de la Asamblea respectiva. ------------------------------- 111. Primera y subsecuentes convocatorias. -------------·--------------------------------------- Para el caso de que no se obtenga el quorum de asistencia necesario como consecuencia de una primera convocatoria, debera publicarse una segunda convocatoria dentro de los cinco dfas calendario siguientes a la fecha sefialada para la Asamblea de Socios que no se pudo celebrar por falta de quorum, citando para Asamblea de Socios que debera celebrarse dentro de los treinta dias calendario siguientes a la fecha de esa segunda convocatoria. ----------------------------------------------------·---------------------------------------- ARTi CULO DECIMO SEGUNDO. ASAMBLEAS DE SOCIOS. ----------------------- La Asamblea de Socios es el 6rgano supremo de la sociedad y se reunira en el domicilio social por lo menos una vez al afio dentro de los cuatro meses siguientes al cierre del ejercicio social.----------------------------------------------------------------------------------------- 1. F acultades. ---------------------------------------------------·---------------------------------------- La Asamblea de Socios tendra las facultades que le confiere el articulo setenta y ocho de la Ley General de Sociedades Mercantiles.--------------------------------------------------------- 11. Qu6rum en primera convocatoria. --------------------·--------------------------------------- Para celebrar una Asamblea de Socios como consecuencia de una primera convocatoria, debera estar representado por lo menos el cincuenta y uno por ciento del capital social. -- III. Qu6rum en segunda convocatoria.-------------------··-------------------------------------- Se podra celebrar una Asamblea de Socios como consecuencia de segunda convocatoria cualquiera que sea el numero de partes sociales representadas. -------------------------------- No obstante lo anterior, se considerara que una Asamblea de Socios se encuentra legalmente reunida si al momento de la votaci6n se encuentra presente o representado el total de los socios, aun cuando no hubiera convocatoria previa. ------------------------------- IV. Ado pci6 n de resoluciones. ------------------------------··--------------------------------------- T odo socio tendra derecho a participar en las decisiones de las Asambleas, gozando de un voto por cada un peso, moneda nacional, que represente su parte social.--------------------- Para la adopci6n de resoluciones en las Asambleas de Socios, se requerira el voto afirmativo de por lo menos la mayorla del capital social. --------------------------------------- En los casos de cambio de objeto o de las reglas que determinen un aumento en las |
| 9 M~M obligaciones de los socios se requerira la unanimidad de votos. --------------------------------- V. Formalidades de las actas. ---------------------------------------------------------------------- Presidira la Asamblea de Socios el Presidente del Consejo de Gerentes y fungira como Secretario el de la sociedad. En ausencia de cualquiera de ellos, fungiran como Presidente y Secretario las personas que la Asamblea de Socios nombre por mayoria de los votos presentes. ___________________________________________________________________________________ ) ----------- ' I Las actas de las Asambleas de Socios seran firmadas, por lo menos, por el Prtsidente y el / Secretario de la Asamblea de Socios de que se trate. -----------------------------+--------------- / VI. Adopcion de resoluciones tomadas fuera de Asamblea de Socios. ---/----------------- Para la adopci6n de resoluciones tomadas fuera de Asamblea de s;{ios/ se requerira el voto unanime de los socios que representen la totalidad de las p~ soc~les con derecho de voto y tendran, para todos los efectos legales, la misma v~ez quf si hubieren sido ado~tadas reunidos en Asamblea, siempre que dichas retuciones/ se confirmen por ~::~:~:~~~0~:~~~~~~~::~:~~~~~~~i~-~~:~:--~~~~~~~~:::::::: La direcci6n y administraci6n de la sociedad estaran a argo de un Consejo de Gerentes, los cuales podran ser personas extrafias a la sociedad )) o a los socios. ------------------------- 11. Integraci6n del Consejo de Gerentes. ----------- -------------------------------------------- El Consejo de Gerentes se compondra del nu , ero de miembros que determine la Asamblea de Socios.---------------------------------- ------------------------------------------------ 111. Nombramiento de suplente:s. ------------------------------------------------------------------ Podran nombrarse Consejeros suplentes hasta por un numero igual al de Consejeros propietarios. La Asamblea de Socios determinara cuando tales suplentes deberan entrar en funciones. ------------------------------------------------------------------------------------------------ IV. Presidente, Secretario y de mas funcionarios. ---------------------------------------------- La Asamblea de Socios nombrara ( o, en caso de que la Asamblea no lo haga, el Consejo de Gerentes nombrara de entre sus mi em bros) a un Presidente, a un Secretario y a uno o mas Secretarios Suplentes, los cuales podran ser o no miembros del Consejo de Gerentes, y otros funcionarios que considere convenientes. ------------------------------------------------- V. Sesiones del Consejo de Ger,entes. ------------------------------------------------------------- El Consejo de Gerentes podra reunirse en cualquier lugar de Mexico o del extranjero a donde sea legal y oportunamente citado. El Consejo podra reunirse cuantas veces lo |
| 10 44,389 juzgue necesario o conveniente su Presidente, el Secretario o un Secretario Suplerite () lo pidan cuando menos dos Gerentes. --------------------------·---------------------------------------- VI. Convocatorias para las sesiones del Consejo de Gerentes. ----------------------------- a) Los Gerentes, yen su caso, los suplentes, asi como el (los) Comisario(s) Propietarios(s) yen su caso, Comisario(s) Suplente(s), seran convocados a las sesiones del Consejo, por lo menos con un dia de anticipaci6n a la fecha de la sesi6n. La convocatoria indicara el dia, la hora y lugar donde se celebrara la sesi6n. ------------------------------------------------- b) Los Gerentes, yen su caso, los suplentes y el (los) Comisario(s) Propietarios(s) yen su caso, Comisario(s) Suplente(s) seran convocados por correo, fax o correo electr6nico, con:firmados por correo certificado, por servicio de mensajeria, fax o correo electr6nico.- c) Las convocatorias se enviaran a la ultima direcci6n que cada miembro del Consejo de Gerentes, el Comisario o los Suplentes haya registrado con el Secretario o Secretario Suplente.------------------------------------------------------------------------------------------------- d) Podran celebrarse • sesiones sin que medie convocatoria previa cuando todos los miembros del Consejo de Gerentes esten presentes. ---------------------------------------------- ARTiCULO DECIMO CUARTO. FACULTADES DEL CONSEJO DE GERENTES.---------------------------------------------------··--------------------------------------- El Consejo de Gerentes tendra a su cargo la administraci6n y direcci6n de los negocios de la sociedad. Por lo tanto, podra llevar a cabo cuantos actos y operaciones sean conducentes para lograr el objeto social, salvo aquellos que por Ley o por disposici6n de estos estatutos esten reservados exclusivamente a la Asamblea de Socios. El Consejo de Gerentes podra representar a la sociedad ante personas publicas o privadas, fisicas o morales y ante toda clase de autoridades judiciales, civiles, penales, laborales o administrativas, ya sean federales, estatales o municipales, y estara investido de los mas amplios poderes mencionados a continuaci6n: -------------·--------------------------------------- 1. Para pleitos y cobranzas. ----------------------------------·--------------------------------------- Poder general para pleitos y cobranzas, sin limitaci6n alguna, incluyendo todas las facultades generales y las especiales que conforme a la ley requieran clausula especial, en los terminos del primer parrafo del articulo dos mil quinientos cincuenta y cuatro del C6digo Civil Federal y de sus correlativos en los C6digos Civiles del Distrito Federal y de las demas entidades federativas de los Estados Unidos Mexicanos, entre ellas aquellas a las que se re:fiere el articulo dos mil quinientos ochenta y siete de dicho C6digo, y la de desistirse del juicio de amparo, la de denunciar hechos delictuosos y presentar querellas y |
| 11 44,389 e ellas, constituirse en coadyuvante del Ministerio Publico y otorgar el perd6n legal. --------------------------------··--------------------------------------------------------------------- 11. Para actos de administracion. ------------------------------------------------------------------ Poder general para actos de administraci6n en los terminos del segundo parrafo del I articulo dos mil quinientos cincuenta y cuatro del C6digo Civil Federal de sus correlativos en los C6digos Civiles del Distrito Federal y de las dema entidades federativas de los Estados Unidos Mexicanos. -------------------------------------- -------------- 111. Para actos de dominio. -----·---------------------------------------------------- ---------------- Poder general para actos de dominio en los terminos del tercer parrafo quinientos cincuenta y cuatro del C6digo Civil Federal y de s C6digos Civiles del Distrito Federal y de las demas entidades fe erativ. de los Estados Unidos Mexicanos. ---------------------------------------------------- --------- ---------------------- IV. Para actos de administracion en materia laboral. ----- ----------- ----------------------- Poder general para actos de administraci6n en materia lab inos del segundo parrafo del articulo dos mil quinientos cincuenta y cuatr Civil Federal y de sus correlativos en los C6digos Civiles del Distrito R deral y d las demas entidades federativas de los Estados Unidos Mexicanos, tenie o de manera enunciativa mas no limitativa las siguientes facultades: --------------------- -------------------------------------------- a) Dirigir en nombre de la sociedad las relaciones brero-patronales de esta ultima en el sentido mas amplio que en derecho corresponda, I como, de una manera enunciativa y no limitativa, i) el reclutamiento, selecci6n, contrataci6n, inducci6n, capacitaci6n, adiestramiento y amonestaci6n de personal, ii) la suspension y terminaci6n y rescisi6n de las relaciones individuales de trabajo, iii) la negociaci6n, firma, administraci6n, suspension y rescisi6n de contratos individuales y colectivos de trabajo y reglamentos interiores de trabajo, y iv) formar parte de las comisiones mixtas de higiene y seguridad industrial, de capacitaci6n y adiestramiento o de cualquier otro tipo de comisiones mixtas que se lleguen a integrar con motivo de las relaciones obrero-patronales. -------------------- b) A tender con atribuciones de gerente todos los asuntos de caracter laboral inherentes a la sociedad, facultandosele en general para que represente a la sociedad en sus relaciones obrero-patronales y especfficamente, de una manera enunciativa y no limitativa, para que: i) intervenga en todo conflicto individual o colectivo de trabajo y ii) ejercite las acciones y haga valer todos los derechos que correspondan a la sociedad. ------------------------------- c) Celebrar contratos de trabajd y rescindirlos. ----------------------------------------------------- |
| 12 44,389 d) Actuar como representante legal de la sociedad: i) ante los sindicatos con los cuales esten celebrados contratos colectivos de trabajo, y ii) para todos los efectos de o relacionados con conflictos individuales de trabajo. ------··-------------------------------------- e) Proponer arreglos conciliatorios, celebrar transacciones, tomar toda clase de decisiones y negociar y suscribir convenios laborales. -----------------··-------------------------------------- f) Actuar como representante de la sociedad en calidad de administrador respecto :a toda clase de juicios o procedimientos en materia laboral que se tramiten ante cualquier autoridad gubernamental, tal como el Instituto Mexicano del Seguro Social (IMSS), Instituto del Fondo Nacional de la Vivienda para los Trabajadores (INFONAVIT), y demas dependencias del gobiemo federal, estatal o municipal que tengan o pudieran tener campetencia para ventilar asuntos relacionados con la Ley Federal del Trabajo. ----------- g) Llevar la representaci6n patronal de la sociedad para efectos de los articulos once, cuarenta y seis y cuarenta y siete de la Ley Federal del Trabajo y tambien la representaci6n legal de la sociedad, para los efectos de acreditar la personalidad y la capacidad en juicio o fuera de el en los terminos del articulo seiscientos noventa y dos, fracciones II y III de la Ley Federal del Trabajo, de los a.rticulos ciento cuarenta y cinco y ciento cuarenta y seis de la Ley General de Sociedades Mercantiles y de las disposiciones de las demas leyes u ordenamientos, ya sea de caracter Federal, Estatal o Local que sean aplicables. ---------------------------------------·----------------·--------------·-------------------··------ h) Sefialar domicilios para air notificaciones en las tt!rminos del articulo ochocientos sesenta y seis de la Ley Federal del Trabajo. ---------------·--------------·-------------------··----- i) Camparecer con toda la representaci6n legal bastante y suficiente, para acudir a la audiencia a que se refiere el articulo ochocientos seteinta y tres de la Ley Federal del Trabajo en sus tres fases de conciliaci6n, de demanda y excepciones y de ofrecimiento y admisi6n de pruebas, en los terminos de los articulos ochocientos setenta y cinco, ochocientos setenta y seis, fracciones I y IV, ochocientos setenta y siete, ochocientos setenta y ocho, ochocientos setenta y nueve y ochocientos ochenta de la citada Ley. -·----- j) Acudir a la audiencia de desahogo de pruebas, en los terminos de las articulos ochocientos setenta y tres y ochocientos setenta y cuatro de la Ley Federal del Trabajo. -- k) Desahogar la prueba confesional en los terminos de los articulos setecientos ochenta y cinco y setecientos ochenta y ocho de la Ley Federal del Trabajo, con facultades para absolver y articular posiciones.--------------------------------·-··------------------------------------ Las facultades a que aluden los parrafos anteriores, se podran ejercitar ante particulares y |
| 13 44,389 Administrativas o Judiciales, Federales, Estatales o Municipales y ante las Juntas de Conciliaci6n y Arbitraje, Locales o Federal, incluyendo las autoridades del trabajo y servicios sociales a que se refiere el articulo quinientos veintitres de la Ley Federal del Trabajo, pudiendo firmar todos los document s publicos o privados que sean necesarios o convenientes para el cabal cumplimiento de as facultades mecionadas en los parrafos anteriores. -------------------------------------------- ------------------ V. Titulos de credito. -------------------------------------------------------------- ------------------- Poder para suscribir y otorgar titulos de credito en los terminos del arti ulo noveno de la Ley General de Titulos y Operaciones de Credito, por conducto e la ersona o personas que para el efecto designe, incluyendo la facultad de emitir Y, nego ar dichos titulos de credito e incluyendo la facultad de abrir, operar, modificar Y, cerrar inversion y de designar y remover a las personas que pued 6. Substitucion. --------------------·---------------------------- ----------- ---------------------------- Facultad para otorgar poderes generales y especiales yr vocar s y otros, incluyendo la facultad de conferir a terceros la presente facultad articulo cuarenta y dos de la Ley General de Socieda es Mere VII. N om bramiento de funcionarios. --------------- ---------------------------------------------- Poder para nombrar directores, gerentes, au tores extemos de la sociedad, otros funcionarios y comites que juzgue conveniente determinar sus funciones, facultades y contraprestaciones, asi como revocar libremen e las designaciones y poderes que hubiere conferido.------------------------------------------------------------------------------------------------ VIII. Limitaciones. ------------------------------------------------------------------------------------ Ningun miembro del Consejo de Gerentes podra ejercer separadamente los poderes mencionados, salvo autorizaci6n del propio Consejo de Gerentes o de la Asamblea de Socios. ------------------------------.. --------------------------------------------------------------------- ARTiCULO DECIMO QUINTO. SESIONES DEL CONSEJO DE GERENTES. ---- 1. Quorum.---------------------------------------------------------------------------------------------- Para celebrar sesi6n del Consejo de Gerentes se requerira que esten presentes por lo menos la mayoria de los Gerentes o sus respectivos suplentes. ---------------------------------- 11. Adopcion de resoluciones. ----------------------------------------------------------------------- Para la adopci6n de cualquier resoluci6n se requerira el voto afirmativo de la mayoria de los mi em bros presentes. -------------------------------------------------------------------------------- 111. Resoluciones adoptadas fuera de sesion. ---------------------------------------------------- |
| 14 44,389 Las resoluciones tomadas fuera de sesi6n del Consejo de Gerentes por unanimidad de sus miembros tendran, para todos los efectos legales, la misma validez que si hubieren sido adoptadas en sesi6n de Consejo, siempre que se confirmen por escrito. ----------------------- IV. Formalidades de las actas. --------------------------------------------------------------------- Presidira la sesi6n el Presidente del Consejo de Gerentes y fungira como Secretario de la sociedad. En ausencia de cualquiera de ellos, fungiran como Presidente y Secretario las personas que la nombren por mayoria los consejeros presentes. ------------------------------- Las actas de las sesiones del Consejo de Gerentes seran firmadas, por lo menos, por el Presidente y el Secretario de la sesi6n respectiva. ---------·--------------------------------------- ARTiCULO DECIMO SEXTO. VIGILANCIA DE LA SOCIEDAD. ------------------ La vigilancia de la sociedad podra confiarse a uno o mas Comisarios propietarios o sus respectivos suplentes, segun lo determine la Asamblea de Socios. ---------------------------- ARTi CULO DECIMO SEPTIMO. EJERCICIO SOCIAL.-------------------------------- 1. Duracion del ejercicio social. ------------------------------------------------------------------- El ejercicio social correra del primero de enero al treinta y uno de diciembre de cada afio. II. Informe financiero. ------------------------------------------------------------------------------- Anualmente se formulara un informe financiero que debera quedar concluido dentro de los tres meses siguientes al cierre de cada ejercicio social. El Consejo de Gerentes lo entregara a los socios y al Comisario por lo menos con treinta dias calendario de anticipaci6n a la fecha de celebraci6n de la Asamblea de Socios que haya de discutirlo. -- III. Dictamen del(los) Comisario(s ). ----------------------··-------------------------------------- El(los) Comisario(s), dentro de los quince dias calendario siguientes a la fecha en que haya(n) recibido el informe financiero mencionado, formulara(n) un dictamen con las observaciones que contendran los puntos a que se refiere el articulo ciento sesenta y seis de la Ley General de Sociedades Mercantiles. El informe financiero y el dictamen del Comisario quedaran en poder del Consejo de Gerentes para que puedan ser examinados por los socios. ---------------------------------------------------··--------------------------------------- ARTi CULO DECIMO OCTAVO. UTILIDADES.------------------------------------------ Las utilidades que anualmente obtenga la sociedad conforme al balance general que debe formularse al fin de cada ejercicio social y que haya sido aprobado por la Asamblea de Socios, se aplicaran en la forma que disponga los socios en la propia Asamblea, despues de efectuar las separaciones necesarias para el pago de impuestos, reparto de utilidades, y creaci6n o aumento del fondo de reserva legal hasta que este alcance, por lo menos, el |
| 15 44,389 o del capital social.------------------------------------------------------------------- ARTi CULO DECIMO NOVENO. DISOLUCION Y LIQUIDACION DE LA SOCIED AD. -----------------------·--------------------------------------------------------------------- La sociedad se disolvera en los casos enumerados en el articulo doscientos vein inueve de la Ley General de Sociedades Mercantiles. La liquidaci6n de la sociedad se s ~etara a lo dispuesto por el capitulo XI de la Ley General de Sociedades Mercantiles y a lo que disponga la Asamblea de Socios que acuerde la disoluci6n. --------------------- -------------- ARTiCULO VIGESIMO. FACULTADES DE LOS LIQUIDADORES. --------------- Durante la liquidaci6n de la sociedad, el o los liquidadores tendran 1 mi y obligaciones que los miembros del Consejo de Gerentes y existencia normal de la sociedad. El Comisario o Comisarios c ntin hasta la fecha en que concluya la liquidaci6n de la Sociedad. -- --------- --------------------- --------------------------------ARTiCULOS TRANSITORIO ----------- ----------------------- PRIMERO.- El capital social minimo fijo es la s MONEDA NACIONAL, que qued6 totalmente suscrit S MIL PESOS, siguiente manera:------------------------------------------------ ----------- -------------------------- "ROWAN LUXEMBOURG S.A.R.L.", suscribe y ga UNA PARTE SOCIAL, con valor de DOS MIL NOVECIENTOS SETENTA P SOS, MONEDA NACIONAL. --- "RDC DRILLING INTERNATIONAL, INC.', suscribe y paga UNA PARTE SOCIAL, con valor de TREINTA PESOS, MON DA NACIONAL.----------------------- t TOTAL: DOS P ARTES SOCIALES con valor total de TRES MIL PESOS, MONEDA NACIONAL. ----------------------------------------------------------------------------- SEGUNDO.- Los comparecientes acuerdan las siguientes resoluciones: ---------------------- 1. Que la sociedad sea administrada por un CONSEJO DE GERENTES, el cual estara integrado por las siguientes personas y con los cargos que se indican, quienes gozaran de las facultades a que aluden los estatutos sociales:------------------------------------------------- DA VID RUSSELL----------------------PRESIDENTE.--------------------------------------------- WILLIAM HOWARD WELLS------MIEMBRO. ------------------------------------------------- JOHN L. BUVENS---------------------MIEMBRO.------------------------------------------------- 11.- Designar a la senora MELANIE M. TRENT como Secretaria de la sociedad, sin formar parte del Consejo de Gerentes. --------------------------------------------------------------- 111.- Designar al Iicenciado CARLOS RAUL VALEN CIA BARRERA como Secretario Suplente de la sociedad, sin formar parte del Consejo de Gerentes.----------------------------- |
| 16 44,389 IV.- Designar como apoderados de la sociedad a los sefiores CARLOS 'RAUL VALEN CIA BARRERA, MIGUEL BERNARDO DE ERICE RODRIGUEZ y JORGE ANTONIO GARCIA DE PRESNO ARIZPE, WILLIAM HOW ARD WELLS y JOHN LAURENCE BUVENS (como "APODERADOS A") ya MIRIAM GRUNSTEIN DICKTER (como "APODERADO B"), quienes gozaran de las siguientes facultades, las cuales podran ser ejercitadas de manera conjunta o separada, excepto como se establece a continuaci6n: -------------------------------------------------------- A.- Poder general para pleitos y cobranzas, con todas las facultades generales y aun con las especiales que de acuerdo con la ley requieran poder o clausula especial, en los terminos del parrafo primero del articulo dos mil quinientos cincuenta y cuatro del C6digo Civil Federal y de sus correlativos en los C6digos Civiles del Distrito Federal y de las demas entidades federativas de los Estados Unidos Mexicanos. ------------------------------- De manera enunciativa y no limitativa se mencionan entre otras facultades las siguientes: I) Para intentar y desistirse de toda clase de procedimientos, inclusive amparo. ------------- 11) Para transigir.---------------------------------------------------------------------------------------- 111) Para comprometer en arbitros. "'--------------------------·--------------------------------------- IV) Para absolver y articular posiciones.--------------------·---------------------------------------- V) Pararecusar.---------------------------------------------------------------------------------------- VI) Para recibir pagos. --------------------------------------------------------------------------------- VII) Para presentar denuncias y querellas en materia penal y para desistirse de ellas cuando lo permita la ley. ------------------------------------------------------------------------------ B) Poder general para actos de administraci6n en l9s terminos del parrafo segundo del articulo dos mil quinientos cincuenta y cuatro del C6digo Civil Federal y de sus correlativos en los C6digos Civiles del Distrito Federal y de las demas entidades federativas de los Estados Unidos Mexicanos. ------------··-------------------------------------- C) Poder general para actos de administraci6n en materia laboral en los terminos del segundo parrafo del articulo dos mil quinientos cincuenta y cuatro del C6digo Civil Federal y de sus correlativos en los C6digos Civiles del Distrito Federal y de las demas entidades federativas de los Estados Unidos Mexicanos, teniendo de manera enunciativa mas no limitativa las siguientes facultades: ------------------------------------------------------- a) Dirigir en nombre de la sociedad las relaciones obrero-patronales de esta ultima en el sentido mas amplio que en derecho corresponda, tal como, de una manera enunciativa y no limitativa, i) el reclutamiento, selecci6n, contrataci6n, inducci6n, capacitaci6n, |
| 17 44,389 y amonestacion de personal, ii) la suspension, terminacion y rescision de las relaciones individuales de trabajo, iii) la negociacion, firma, administracion, suspension y rescision de contratos colectivos de trabajo y reglamentos interiores de I trabajo, y iv) formar parte de las comisiones mixtas de higiene y seguridad indus rial, de capacitaci6n y adiestramiento o de cualquier otro tipo de comisiones mixt que se lleguen a integrar con motivo de las relaciones obrero-patronales. ---------------- ----------- b) Atender con atribuciones de gerente todos los asuntos de caracter laboral nherentes a la sociedad, facultandosele en general para que represente a la sociedad en us relaciones obrero-patronales y especificamente, de una manera enunciativa y no Ii i tiva, para que: i) intervenga en todo conflicto individual o colectivo de trabajo, y ii) jer ite las acciones y haga valer todos los derechos que correspondan a la sociedad. --- ------ -------------------- c) Celebrar contratos de trabaj o y rescindirlos. --------------------- -------- ---------------------- d) Actuar como representante legal de la sociedad: i) ante tos con los cuales esten celebrados contratos cole:ctivos de trabajo, y · relacionados con conflictos individuales de trabajo. ----- e) Proponer arreglos conciliatorios, celebrar trans los efectos de o decisiones, y negociar y suscribir convenios laborales. ---------------------------------------- f) Actuar como representante de la sociedad en cali d de administrador respecto a toda clase de juicios o procedimientos en materia lab ral que se tramiten ante cualquier autoridad gubemamental, tal como el Instituto exicano del Seguro Social (IMSS), Instituto del Fondo Nacional de la Vivienda p a los Trabajadores (INFONA VIT), y demas dependencias del gobiemo federal, estatal o municipal que tengan o pudieran tener competencia para ventilar asuntos relacionados con la Ley Federal del Trabajo. ------------ g) Llevar la representaci6n patronal de la sociedad para efectos de los Articulos once, cuarenta y seis y cuarenta y siete de la Ley Federal del Trabajo y tambien la representacion legal de la sociedad, para los efectos de acreditar la personalidad y la capacidad en juicio o fuera de el en los terminos del articulo seiscientos noventa y dos, fracciones II y III de la Ley Federal del Trabajo, de los articulos ciento cuarenta y cinco y ciento cuarenta y seis de la Ley General de Sociedades Mercantiles y de las disposiciones de las demas leyes u ordenamientos, ya sea de caracter Federal, Estatal o Local que sean aplicables. ------------------------------------------------------------------------------------------------ h) Sefialar domicilios para oir y recibir notificaciones en los terminos del articulo ochocientos sesenta y seis de la Ley Federal del Trabajo. ---------------------------------------- |
| 18 44,389 i) Comparecer con toda la representaci6n legal bastante y suficiente, para acudir a la audiencia a que se refiere el articulo ochocientos setenta y tres de la Ley Federal del Trabajo en sus tres fases de conciliaci6n, de demanda y excepciones y de ofrecimiento y admisi6n de pruebas, en los terminos de los articulos ochocientos setenta y cinco, ochocientos setenta y seis, fracciones I y IV, ochocientos setenta y siete, ochocientos setenta y ocho, ochocientos setenta y nueve y ochocientos ochenta de la citada Ley. •·-----• j) Acudir a la audiencia de desahogo de pruebas, en los terminos de los articulos ochocientos setenta y tres y ochocientos setenta y cuatro de la Ley Federal del Trabajo. -- k) Desahogar la prueba confesional en los terminos de los articulos setecientos ochenta y cinco y setecientos ochenta y ocho de la Ley Federal del Trabajo, con facultades para absolver y articular posiciones.-------------------------------·--------------------------------------- D) Poder para abrir y operar cuentas bancarias y para designar a las personas que giraran cheques en las mismas, de conformidad con lo establecido en el articulo noveno de la Ley General de Titulos y Operaciones de Credito. -------------·--------------·-------------------··----- E) Poder general para actos de dominio, en los terminos del tercer parrafo del articulo dos mil quinientos cincuenta y cuatro del C6digo Civil Federal y de sus correlativos en los C6digos Civiles del Distrito Federal y de las demas entidades federativas de los Estados Uni dos Mexi canos. ---------------------------------------------··--------------------------------------- F) Poder para otorgar y suscribir titulos de credito en lo:s terminos del articulo noveno de la Ley General de Titulos y Operaciones de Credito y para endosar y negociar los mismos. G) Facultad para, dentro de sus facultades, otorgar y revocar poderes, ya sean generales o especiales. -------------------------------------------------------··--------------------------------------- H) Los poderes enunciados en los parrafos anteriores, podran ser ejercidos ante cualquier persona, autoridad administrativa o judicial, federal, local o municipal, ante la Junta de Conciliaci6n y Arbitraje, ya sea federal o local, y ante cualquier otra autoridad laboral, en la inteligencia de que el ejercicio de las facultades y poderes otorgados en los incisos C), D) y E) anteriores por el Apoderado B requerira el ejercicio conjunto de dichos facultades y poderes con (i) cualquiera de los Apoderados A o (ii) cualquiera de los Apoderados mencionados en el inciso V siguiente, si la transacci6n respectiva se encuentra dentro de las facultades otorgadas a los apoderados mencionados, de conformidad con los terminos del inciso V siguiente. -----------------------------------------··-------------··------------------------- V .- Designar como apoderados de la sociedad a los sefiores MARICARMEN ESCALANTE OLANO, MARIA CECILIA GUTIERREZ-SANSANO DIEGO |
| 19 44,389 SANTIAGO GABRIEL PALOMAR DE LA CALLE, JAVIER RODRIGUEZ CACHO SANCHEZ NAVARRO, FRANCISCO JAVIER ZENTENO GOMEZ, GABRIEL ORTIZ AGUILAR y JACOBO CHAPARRO DE LA 0, quienes gozaran de las siguientes facultades, de manera conjunta o separada: Poder general para actos de administraci6n en los terminos del parrafo segundo del articulo dos I mil quinientos cincuenta y cuatro del C6digo Civil Federal y de sus corre!'1tivos en los I C6digos Civiles del Distrito Federal y de las demas entidades federativas ile los Estados f Unidos Mexicanos, incluyendo para llevar a cabo cualesquiera procesoiadministrativos de la sociedad ante la Secretaria de Hacienda y Credito Publico, inc yef do el registro de la sociedad ante el Registro Federal de Contribuyentes 07as dependencias gubemamentales, el Instituto Mexicano del Seguro Social (IMS ) y elfnstituto del Fondo Nacional de la Vivienda para los Trabajadores (INFONA vq;f y parapbtener la cedula de identificaci6n fiscal correspondiente y cualquier otro docuf nto pe1nente. ---------------- VI.- Designar como Comisario Propietario de la socfdad al s or JUAN CARLOS ALONSO CARDOSO y como Comisario Suplente al sefior F NCISCO CONCHA CR U.Z. -----------------·-------------··------------------------·/----------- ---------------------------- VII.- Que los ejercicios sociales correran del priJero de enero al treinta y uno de p diciembre de cada afio, con excepci6n del primero /ue correra de la fecha de firma de este I instrumento al treinta y uno de diciembre del presf.te afio. -------------------------------------- 1 TERCERO.- Los comparecientes manifiestan qie obra en la caja de la sociedad la suma 7 de TRES MIL PESOS, MONEDA NACIOl'(AL, importe equivalente al capital social I minimo fi j o de la sociedad. ----------------------------------------------------------------------------- -------------------------------------P :ER SON AL ID AD--------------------------------------- Declaran los licenciados MARIA CECILIA GUTIERREZ-SANSANO DIEGO FERNANDEZ y JORGE ANTONIO GARCIA DE PRESNO ARIZPE, que sus representadas se encuentran capacitadas para el otorgamiento de este acto y acreditan su legal existencia y que la personalidad que ostentan como apoderados de "ROW AN LUXEMBOURG S.A.R.L." y '"RDC DRILLING INTERNATIONAL, INC.", no les han sido revocadas ni en forma alguna modificadas y que continua vigente la primera con la protocolizaci6n de los poderes: que constan en este mismo instrumento y el segundo con la copia certificada del instrumento publico numero cuarenta y cuatro mil trescientos ochenta y dos, de fecha quince de abril del dos mil nueve, otorgado ante el suscrito notario, que agrego al apendice de este instrumento con la letra "C". -------------------------- |
| 20 44,389 YO, EL NOTARIO CERTIFICO: ------------------------·---------------------------------------- 1.- Que a mi juicio los comparecientes tienen capacidad para el otorgamiento de este acto y que me cerciore de su identidad conforme a la relaci6n que agrego al apendice de este instrumento con la letra "D". -------------------------------------------------------------------------- 11.- Que adverti a los comparecientes que deberan acreditarme la inscripci6n de la sociedad en el Registro Nacional de Inversiones Extranjeras, y en caso de no hacerlo procedere a dar el aviso correspondiente. --------------------·-··------------------------------------- 111.- Que a solicitud de los comparecientes y toda vez que el suscrito notario se encuentra inscrito al "Sistema de Inscripci6n al Registro Federal de Contribuyentes a traves de fedatario publico por medics remotos", tramitare la correspondiente Cedula de Identificaci6n Fiscal de la sociedad que por este instrumento se constituye, misma que agregare en copia fotostatica al apendice de este instrume:nto con la letra "E". ------------- IV.- Que declaran los comparecientes que por lo que se refiere a los socios residentes en el extranjero, optaron porno inscribirse en el Registro Federal de Contribuyentes, por lo que la sociedad dara el aviso correspondiente en terminos del articulo veintisiete del C6digo Fiscal de la Federaci6n. ---------------------------------------------------------------------- V.- Que explique a los comparecientes que deberan advertir a los miembros del Consejo de Gerentes y apoderados de nacionalidad extranjera, que para el cabal ejercicio de sus cargos y facultades, respectivamente, en el territorio nacional,, deberan obtener o conservar, en su caso, la calidad migratoria que sea necesaria, de conformidad con el articulo ciento cincuenta y dos del Reglamento de la Ley General de Poblaci6n. ---------- VI.- Que los comparecientes de manera expresa y bajo protesta de decir verdad, declaran por sus generales ser: -------------------------------------------·--------------------------------------- MARIA CECILIA GUTIERREZ-SANSANO DIEGO FERNANDEZ, mexicana, originaria de Mexico, Distrito Federal, lugar donde naci6 el dia doce de julio de mil novecientos sesenta y cuatro, soltera, con domicilio en A venida Paseo de las Palmas numero cuatrocientos cinco,, despacho mil novecientos uno, colonia Lomas de Chapultepec, en Mexico, Distrito Federal, licenciada en derecho.-----·------------------------ JORGE ANTONIO GARCIA DE PRESNO ARIZPE, mexicano, originario de Mexico, Distrito Federal, lugar donde naci6 el dia dos de junio de mil novecientos sesenta y dos, casado, con el mismo domicilio que la anterior, abogado. ------------------------------ VII.- Que tuve a la vista los documentos citados en este instrumento. ----------------------- VIII.- Que hice del conocimiento de los comparecientes el contenido del articulo ciento |
| C 21 44,389 de la Ley del Notariado para el Distrito Federal, de las penas en que incurren quienes declaran con falsedad ante notario, habiendome identificado como tal ante los comparecientes. ---------··--------------------------------------------------------------------- IX.- Que adverti a los comparecientes el derecho que tienen de leer por si mismos el presente instrumento, asi como que les sea explicado por el suscrito. -------------- --------- X.- Que a solicitud de los comparecientes lei, explique e ilustre de las conse uencias y alcance legal de este instrumento, ._por lo que los comparecientes man· estaron su conformidad y comprensi6n plena con el y lo firmaron el dia quince de abr' del afio dos mil nueve, mismo momento en que lo autorizo definitivamente.- Doy e. -- ---------------- Firmas ilegibles de los licenciados Maria Cecilia Gutierrez-Sans o Di o Fernandez y Jorge Antonio Garcia de Presno Arizpe.------------------------------- -------- ------------------- ERIK NAMUR CAMPESINO.- firma. ---------------------------- --------- --------------------- El sello de autorizar. ------------------------------------------------ ----------- ----------------------- Para cumplir con lo dispuesto por el articulo dos mil qui ientos ci cuenta y cuatro del C6digo Civil para el Distrito Federal y su correlativ del C6 go Civil Federal, a conJinuaci6n se transcribe: ----------------------------------- ------------ ------------------------- "ART. 2,554.- En todos los poderes generales para eitos y cooranzas, bastara que se diga que se otorga con todas las facultades gener es y las especiales que requieran clausula especial conforme a la Ley, para que se entiendan conferidos sin limitaci6n alguna. ---------------------------------------------------- ----------------------------------------------- En los poderes generales para administrar bien , bastara expresar que se dan con ese caracter para que el apoderado tenga toda clase de facultades administrativas. -------------- En los poderes generales, para ejercer actos de dominio, bastara que se den con ese caracter para que el apoderado tenga todas las facultades de duefio, tanto en lo relativo a los bienes, como para hacer toda clase de gestiones, a fin de defenderlos. -------------------- Cuando se quisieren limitar en los tres casos antes mencionados, las facultades de los apoderados, se consignaran las limitaciones, o los poderes seran especiales. ----------------- Los notarios insertaran este articulo en los testimonios de los poderes que otorguen". ----- LA PRESENTE COPIA CERTIFICADA VA EN ONCE FOJAS UTILES PROTEGIDA POR KINEGRAMA. ------------------------------------------------------------ ES COPIA CERTIFICADA FIEL Y EXACTA DEL INSTRUMENTO NUMERO CUARENTA Y CUATRO MIL TRESCIENTOS OCHENTA Y NUEVE, DE FECHA QUINCE DE ABRIL DEL ANO DOS MIL NUEVE, QUE EXPIDO PARA "ROWAN", |
| n "~~ SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE, PARA EFECTOS LEG ALES, EN VEINTIDOS P AGINAS. -------------------------------- MEXICO, DISTRITO FEDERAL, A DIECISIETE DE ABRIL DEL ANO DOS MIL NUEVE.--------------------------------------------------------------------DOY FE.----------------- COTEJADA.-------------------------------- ... |
| , 01 □=•~ DE ASUNTOS JURIDICOS RTICULO 27 CONSTITUCIONAL PE 4 EXP ~ ....... ,.,,, 700041 FOLIO 090109371008 SE.(J€~'f/id¾ iA lJ £ f.:t't,At:! or~ ts r;;t:':"f"R h'J:a llS. De conformidad con lo dispuesto por los articulos 27, fracci6n I de la Constituci6n Politica de los Estados Unidos Mexicanos, 28, fraccion V de Ley Organica de la Administraci6n Publica Federal, 15 de la Ley de Inversion Extranjera y 13, 14 y 18 del Reglamento de la Ley d Inversion Extranjera y del Registro Nacional de lnversiones Extranjeras, y en atenci6n a la solicitud presentada por el (la) Sr(a). MIRIAM GRUNSTEIN DICKTER, con fundamento en lo dispuesto por I articulo 46 fraccion I inciso a) del Reglamento Interior de la Secretarfa de Relaciones Exteriores concede el permiso para constituir una S DE RL. DE CV bajo la siguiente denominacion: ROWAN Este permiso, quedara condicionado a que en los estatutos de I sociedad que se constituya, se inserte la clausula de exclusion de extranjeros o el convenio p vist en la fracci6n I del Articulo 27 Constitucional, de conformidad con lo que establecen los artfculo 15 d la Ley de Inversion Extranjera y 14 del Reglamento de la Ley de Inversion Extranjera y del Re · tro N cional de lnversiones Extranjeras. Cabe sefialar que el presente permiso se otorga sin perjuicio tie lo d" puesto por el articulo 91 de la Ley de la Propiedad Industrial. , Este permiso quedara sin efectos si dentro de los fecha de otorgamiento del mismo, los interesados no acuderi : instrumento correspondiente a la Constitucion de que se trata, d articulo 17 del Reglamento de la Ley de Inversion Extranjera Extranjeras. s habiles siguientes a la nte fedatario publico el con lo establecido por el Nacional de lnversiones Asimismo, el interesado deber.3 dar aviso del so de la denominacion que se autoriza mediante el presente permiso a la Secretaria de Relacion Exteriores dentro de los seis meses siguientes a la expedicion del mismo, de conforrnidad con lo d spuesto por el articulo 18 del Reglamento . de la Ley de inversion Extranjera y del Registro Nacional de I ersiones Extranjeras. > Secretarf a de Relaclones Exterl1ru DIRECCION GENERAL J)B ASUNTOS JUIIDlCOS Delegacioo A. O'ereaa Alvaro Obregon, DF. a 09 de enero de 2009 E7~DO LIC. VICTOR MANUEL _MARTINEZ MARTINEZ |
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Exhibit 3.239
| LIMITED LIABILITY COMP ANY AGREEMENT OF ROWAN SERVICES LLC THIS LIMITED LIABILITY COMPANY AGREEMENT of Rowan Services LLC (the "Company") is made and entered into effective for all purposes as of this ~day of October, 2009, by Rowan Drilling (Gibraltar) Limited (the "Member"), as the sole Member of the Company. WHEREAS, the Member formed the Company as a single-member limited liability company, pursuant to a Certificate of Formation filed on September 30, 2009, with the Office of the Secretary of State of the State of Delaware, for the purpose of providing payroll and other services to employees who are citizens or residents of the United States of America and working abroad. NOW, THEREFORE, in consideration of the foregoing it is agreed as follows: SECTION 1 DEFINITIONS Capitalized words and phrases used in this Limited Liability Company Agreement have the following meanings: "Act" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (or any corresponding provisions of succeeding law). "Affiliate" means, when used with reference to a specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with the specified Person. "Agreement" means this Limited Liability Company Agreement of Rowan Services LLC, as amended from time to time, which shall constitute the limited liability company agreement of the Company for all purposes of the Act. Words such as "herein," "hereinafter," "hereof," "hereto" and "hereunder" refer to this Agreement as a whole, unless the context otherwise requires. "Certificate" means the Certificate of Formation filed with the Secretary of State of the State of Delaware pursuant to the Act to form the Company, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires. "Company" means the limited liability company, known as Rowan Services LLC, fom1ed pursuant to this Agreement and the Certificate of Formation. 1 0.02 |
| "Indemnified Person" means the Member, any officer of the Company appointed by the Member, and any Affiliate which performs services for the benefit of the Company, each of their respective partners, officers, directors, shareholders, members or employees and such other Persons as the Member may designate from time to time, in its sole and absolute discretion. "Liquidator" means the Member or such other Person appointed by the Member acting in the capacity of liquidating trustee of the Company. "Member" means Rowan Drilling (Gibraltar) Limited, a Gibraltar limited company, or any Person who is admitted as a Member pursuant to the tenns of this Agreement and shall have the same meaning as the term "member" under the Act, but shall not include any Person who has ceased to be a Member of the Company. "Membership Interest" means the Member's share of the profits and losses of the Company and the Member's right to receive distributions of the Company's assets pursuant to the Act and this Agreement. "Membership Units" means the limited liability company units representing the Membership Interest of the Member in the Company pursuant to Section 7 .1. "Officer" means an officer of the Company appointed or elected pursuant to Section 6.2. "Person" means any natural person, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, custodian, nominee or any other individual or entity in its own or any representative capacity. "Property" means all real and personal property acquired by the Company, including cash, and any improvements thereto, and shall include both tangible and intangible property. 2.1 Name. SECTION 2 THE COMPANY The name of the Company is Rowan Services LLC, and all business of the Company shall be conducted in such name or in such other name as the Member may designate. 2.2 Purpose; Powers. (a) The purpose of the Company is to engage in any and all activities and exercise any power pem1itted to limited liability companies under the laws of the State of Delaware. (b) The Company shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the purposes of the Company set forth in this Section 2.2. 2 0.02 |
| 2.3 Authorized Person; Principal Place of Business; Agent/or Service of Process. (a) Pursuant to Section 18-204 of the Act, the Member, any director of the Member, and any other Person designated by the Member shall be authorized persons of the Company from and after the date of filing of the Certificates for purposes of executing all certificates required to be filed with the Secretary of State. (b) The principal place of business of the Company shall be located at such place as is determined by the Member. ( c) The registered agent for service of process on the Company in the State of Delaware shall be The Corporation Trust Company or any successor as appointed by the Member in accordance with the Act. The address for the registered agent shall initially be: Corporation Trust Center 1209 Orange Street, in the City of Wilmington Delaware 19801 (d) The initial registered office of the Company in the State of Delaware is: c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 The Company may maintain other offices, as determined by the Member. 2.4 Term. In accordance with the Act, the tenn of the Company commenced on September 30, 2009, the original date of fonnation of the Company in the State of Delaware. The Member intends that the existence of the Company shall continue until the winding up and liquidation of the Company and the completion of its business following a Dissolution Event, as provided in Section 8.1 hereof. 2.5 Title to Property. All Property owned by the Company shall be owned by the Company as an entity, and no Member shall have any ownership interest in such Property in its individual name, and each Member's interest in the Company shall be personal property for all purposes. SECTION 3 CAPITAL CONTRIBUTIONS AND OTHER MATTERS 3.1 Capital Contributions. The Company shall be capitalized pursuant to an initial capital contribution by the Member of $100.00. In consideration of this initial capital contribution, the Member has 3 0.02 |
| received 100% of the Membership Interests in the Company. The Member may, but shall not be required to, make subsequent capital contributions to the Company. 3.2 Other Matters. (a) The Member shall not be liable for the debts or any other obligations of the Company, nor shall the Member be required to guarantee any debts, liabilities, contracts or obligations of the Company. (b) The Member shall not be required to lend any funds to the Company. SECTION 4 PROFIT, LOSS, INCOME AND DEDUCTIONS 4.1 Classification of the Company for U.S. Income Tax Purposes. Notwithstanding anything contained herein to the contrary, for United States Federal, state and local income tax purposes the Member shall be entitled and required by applicable laws to take into account in the calculation of its U.S. Federal, state and local taxable income and income tax liability one hundred percent (100%) of the income, gains, losses, deductions and credits of the Company. 4.2 Determination of Profit and Loss. The profit and loss of the Company shall be determined in accordance with the accounting methods followed for federal income tax purposes and otherwise in accordance with sound accounting principles and procedures applied in a consistent manner. An accounting shall be made for each taxable year by the accountants employed by the Company as soon as possible after the close of each such taxable year to determine the profit or loss of the Company. 43 Allocation and Distribution of Profits, Losses, Income and Deductions. The profits, losses, income and deductions of the Company shall be allocated to the Member ratably in accordance with its proportionate interest. Distributions to the Member may be made from time to time in its discretion. SECTION 5 ADMISSION OF ADDITIONAL MEMBERS 5.1 Admission of Additional Members. The Member may admit additional members to the Company as it deems appropriate in its sole discretion. In the event the Member determines to admit additional members to the Company, such additional members shall be bound by this Agreement, any of the provisions of which may be amended or modified to take into account such additional members as agreed by the Member and the additional members. 4 0.02 |
| 6.1 SECTION6 MANAGEMENT AND INDEMNIFICATION Management by the Member The Member shall manage the Company and shall have the right to vote, in its capacity as Manager, upon all matters upon which Managers have the right to vote under the Act or under this Agreement. The Member need not identify whether it is acting in its capacity as Member or Manager when it acts. 6.2 Officers and Agents of the Company The Member may authorize any individuals or entities to take action on behalf of the Company, as the Member deems appropriate. The Member may appoint officers of the Company who, to the extent provided by the Member, may have and may exercise all the powers and authorities of the Member in the conduct of the business and affairs of the Company. The officers of the Company may consist of a President, one or more Vice Presidents, a Treasurer, a Secretary, or other officers or agents as may be elected or appointed by the Member. The Member may provide rules for the appointment, removal, supervision and compensation of such officers, the scope of their authority, and any other matters relevant to the positions. The officers shall act in the name of the Company and shall supervise its operation, within the scope of their authority, under the direction and management of the Member. Any action taken by a duly authorized officer, pursuant to authority granted by the Member in accordance with this Agreement, shall constitute the act of and serve to bind the Company, and the Member hereby agrees neither to dispute such action nor the obligation of the Company created thereby. 6.3 Meetings of the Member No regular, annual, special or other meetings of the Member are required to be held. Any action that may be taken at a meeting may be taken without a meeting by written consent in accordance with the Act. Meetings of the Member, for any purpose or purposes, may be called at any time by the Member, or by the President of the Company, if any. The Member may designate any place as the place of meeting for any meeting of the Member. If no designation is made, the place of meeting shall be the principal place of business of the Company. 6.4 Indemnification. The Company shall defend, indemnify, and save harmless each Indemnified Person for all loss, liability, damage, cost, or expense (including reasonable attorneys' fees) incuned by reason of any demands, claims, suits, actions, or proceedings arising out of (a) the Inde1m1ified Person's relationship to the Company or (b) such Indemnified Person's capacity as an officer, except for such loss, liability, damage, cost, or expense as arises out of the theft, fraud, willful misconduct, or gross negligence by such Indemnified Person. Expenses incuned in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, and not less often than monthly upon receipt of an 5 0.02 |
| undertaking by and on behalf of the Indemnified Person to repay such amount if it shall be ultimately detem1ined that he or she is not entitled to be indemnified by the Company. 7.1 SECTION7 MEMBERSHIP UNITS Membership Units. The Membership Interests in the Company shall be and are hereby divided into one hundred (100) uncertificated Membership Units, which shall be and are hereby issued to the Member. Membership Units shall be personal property for all purposes. 7.2 Pledge of Membership Units. Notwithstanding any provision herein to the contrary, the Member may pledge its Membership Units in the Company to secure obligations of the Member and/or obligations of the Company. 8.1 SECTIONS DISSOLUTION AND WINDING UP Dissolution Events. The Company shall be dissolved and its affairs wound up upon the happening of any of the following: (a) the decision by the Member to dissolve; (b) the occurrence of an event that makes it unlawful for the Company's business to be continued; or ( c) the entry by a court of competent jurisdiction of a decree of judicial dissolution. 8.2 Winding Up. Upon dissolution under Section 8.1, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding-up of the affairs of the Company and the distribution of its assets to the Member pursuant to the provisions hereof, and thereupon the Member or such other person appointed by the Member shall act as the Liquidator of the Company within the meaning of the Act and immediately proceed to wind up and tenninate the business and affairs of the Company. 6 0.02 |
| 8.3 Sale of Company Assets. Upon dissolution, the Liquidator shall sell such of the Company assets as it deems necessary or appropriate. In lieu of the sale of any or all of the Company Property, the Liquidator may convey, distribute and assign all or any part of Company Property to the Member in such fom1 of ownership as shall be detem1ined by the Liquidator to be applicable to the jurisdiction where the Property is located. A full accounting shall be made of the accounts of the Company and of the Company's assets, liabilities and income, from the date of the last accounting to the date of such dissolution. 8.4 Distribution of Assets. The Liquidator shall apply the remaining Company assets, in the following order of priority: (a) first, to the payment and discharge of, or the making ofreasonable provisions for, all of the Company's debts and liabilities to Persons other than the Member, including contingent, conditional and unmatured liabilities of the Company, and the expenses of dissolution and winding-up, in the order of priority as provided by law, including the establishment of a reserve fund for contingent, conditional and unmatured claims as deemed necessary and reasonable by the Liquidator; (b) second, to the payment and discharge of, or the making of reasonable provisions for, all of the Company's debts and liabilities to the Member; and 9.1 ( c) third, all remaining assets to the Member. SECTION9 MISCELLANEOUS Variation of Terms. All tenns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require. 9.2 Governing Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties arising hereunder. 9.3 Waiver. Any of the terms and conditions of this Agreement may be waived in whole or in part, but only by an agreement in writing making specific reference to this Agreement and executed by the party entitled to the benefit thereof. 7 0.02 |
| 9.4 Binding Agreement and Successors. This Agreement shall be binding upon and shall inure to the benefit of the Member and its successors and assigns. 9.5 No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies. 9.6 Section Headings. Section headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of this Agreement or any of its terms and conditions. 8 0.02 |
| IN WITNESS WHEREOF, the undersigned party has executed and entered into this Operating Agreement of the Company effective as of the day first above set forth. ROWAN DRILLING (GIBRALTAR) LIMITED Sole Member By: 9 Name: William Howard Wells Title: Director 0.02 |
Exhibit 3.240
| tJJe[aware PAGE 1 "Ifie :First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "ROWAN SERVICES LLC", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 2009, AT 1:49 O'CLOCK P.M. 4736795 8100 090897802 You may verify this certificate online at corp.delaware.gov/authver.shtml Jeffrey W. Bullock, Secretary of State C TION: 7557761 DATE: 09-30-09 |
| State of Delaware Secretazy of State Division o£Corporations Delivered 01:52 PM 09/30/2009 FILED 01:49 PM 09/30/2009 SRV 090897802 - 4736795 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is Rowan Services LLC. Second: The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Rowan Services LLC this 30th day of September, 2009. /s/ William H. Wells William H. Wells Authorized Person |
Exhibit 3.241
| FILED PURSUANT TO SECTION 28 OF THE COMPANIES ACT THE COMPANIES ACT COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF ROWAN US HOLDINGS (GIBRALTAR) LIMITED 1. The name of the Company is Rowan US Holdings (Gibraltar) Limited. 2. The registered office of the Company will be situate in Gibraltar. 3. The objects for which the Company is established are:- (1) To do all such things as are lawful to be done by a Company registered under the Companies Act of Gibraltar. (2) To establish, maintain, support and operate shipping and drilling services including both offshore exploratory and development drilling, testing and completing, working over, side tracking and deepening of wells and all ancillary services and for these purposes or as independent undertakings, to import, export to and from any part of the world, purchase, take in exchange, charter, hire, build, construct, or otherwise acquire, and to own, work, manage, man, provide or contract personnel, contract and trade with mobile offshore drilling platforms, motor and other vehicles, steam, sailing, motor and other ships, trawlers, drifters, tugs and vessels, and aircraft with all necessary and convenient equipment, engines, tackle, gear, furniture and stores, or any shares or interest in platforms, rigs, ships, vessels, aircraft, motor and other vehicles, including shares, stocks or securities of companies possessed of or interested in any platforms, rigs, ships, aircraft or vehicles and to maintain, repair, fit out, refit, improve, insure, alter, sell, exchange or let out on hire or hire purchase, or charter or otherwise deal with and dispose of any of the platforms, rigs, ships, vessels, aircraft and vehicles, shares, stock and securities or any of the engines, tackle, gear, furniture, equipment and stores of the Company. (3) To undertake and carry on all or any of the trade and businesses of shippers, ship owners, ship brokers, shipping agents and insurance brokers, underwriters, ship managers, tug owners, loading brokers, freight contractors, carriers by land, air and water, transport, haulage and general contractors, barge owners, lightermen, railway and forwarding agents, dock owners, engineers, ice merchants, refrigerators, store keepers, ships' store merchants, ships' husbands, stevedores, warehousemen, wharfingers, salvers, ship builders, ship repairers, manufacturers of and dealers in rope, tarpaulins, waterproofs, machinery, engines, nautical instruments and ships' rigging, gear, fittings and equipment of every description, importers and exporters of and dealers in goods, provisions, live and dead stock, commodities, articles, chattels, merchandise and property of every kind. |
| (4) To carry on business throughout the world as advisers, consultants, capitalists, financiers, concessionaires and merchants and to undertake and carry on and execute and advise others for profit or otherwise to invest in and manage for others all kinds of financial, commercial, trading and other operations; to guarantee the banking account, obligations and contracts of any person, firm or company with or without consideration and to give all kinds of guarantees, indemnities and third party securities; to act as manager, nominee, trustee, agent, factor, broker, executor, administrator, receiver for or otherwise on behalf of companies, corporations, firms or persons, whether gratuitously or for reward and to carry out controlled activities and perform financial services whether regulated or otherwise, and to act as a holding company, to hold, subscribe for, purchase, underwrite, acquire, sell and deal in shares, stocks, funds, debentures and debenture stocks or other obligations of any government, authority, body of persons, company or corporation, and to hold, purchase or acquire, sell and deal in mortgages, negotiable instruments, obligations and property of every kind and any options or rights in respect thereof. (5) To carry on business throughout the world and to act as manufacturers, merchants, traders, commission agents, carriers, or in any other capacity, and to import, export, buy, sell, barter, exchange, pledge, make advances upon, or otherwise deal in commodities, goods, produce, articles, and merchandise of all kinds, both wholesale and retail, and to transact every kind of marketing and agency business and generally to engage in any business or transaction which may seem to the Company directly or indirectly conducive to its interests and to carry out all types of research. (6) To purchase for investment or resale and to traffic in land and house and other property of any tenure and any interest therein and create, sell and deal in freehold and leasehold ground rents, and to make advances upon security of land or house or other property or any interest therein and generally to deal in, traffic by way of sale, lease, exchange or otherwise with land or house property and any other property whether real or personal anywhere in the world; to develop and turn to account any land acquired by the Company or in which the Company is interested, and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, furnishing, fitting up and improving buildings and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement, and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others. (7) To undertake and carry on the business of accident, employers' liability, fidelity guarantee, third party, burglary or theft, fire, life, marine, storm, vehicle, plate glass and mortgage or other investment insurance, or any of them, and to transact all or any other kinds of insurances and carry on all or any class of insurance business. (8) To carry on business as insurers, insurance managers, brokers and agents, and underwriting agents in all classes of insurance and reinsurance and as insurance advisers, pensions advisors, and consultant assessors, valuers, surveyors and average adjusters and mortgage brokers, and to undertake the provisions of hire purchase and credit sale finance and to act as factors. |
| (9) To carry on the business of a telephone, telegraph, cable and wireless communications company and to establish, work, manage, sell, hire out and maintain telephone exchanges, cable communications, telegraph offices and radio and television receiving and transmitting stations and any other application of information or communication technology whether involving sounds, visual images, electrical impulses or otherwise. (10) To carry on electronic trade and e-commerce and to carry on business as internet service providers and web-site designer, to design, create and market e commerce systems and e-commerce planning and marketing services, to provide graphic design and animation and consultancy services in web-enabling software, date collection and web-writing. (11) To carry on the business of designing, manufacturing, selling, hiring out, leasing, buying, installing, maintaining, repairing and operating computer hardware and software and accessories of all kinds, recording instruments and electronics, electrical and mechanical apparatus, equipment and fittings of all kinds whatsoever. To purchase or otherwise acquire, construct, maintain and deal with land, submarine and earth satellite telegraphs (including all other electrical, electronic or other apparatus for transmitting message or information by any means) and also lands, works, b~ildings and apparatus in any part of the world. (12) To manage, establish and maintain or procure the establishment and maintenance of any share option or share incentive or profit sharing schemes or trusts or any non-contributory or contributory pension or superannuation schemes or funds for the benefit of, and to make or give or procure the making or giving of loans, donations, gratuities, pensions, allowances or emoluments whether in money or moneys worth to, or to trustees on behalf of, any persons who are or were at any time in the employment or service of the company, or of any company which is a subsidiary of the company or is allied to or associated with the company or with any such subsidiary company or who are or were at any time directors or officers of the company or of any such other company as aforesaid, or any persons in whose welfare the company or any such other company as aforesaid is or has been at any time interested, and the wives, husbands, widows, widowers, families and dependants of any such persons. (13) To establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the company or of any such other company as aforesaid, or of any such persons as aforesaid, and to make payments for or towards the insurance of any such persons as aforesaid. (14) To invest the capital and other moneys of the Company in the purchase or upon the security of shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and securities of any kind issued or guaranteed by any Company, Corporation or undertaking of whatever nature and wheresoever constituted or carrying on business, and shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and other securities issued or guaranteed by any Government, Sovereign Ruler, Commissioners, Trust, Municipal, Local or other authority or body of whatever nature anywhere in the world. |
| (15) To invest money in such manner as may from time to time be thought proper to negotiate loans of every description and to vary the investments of the Company and to open, operate and close accounts with banks or other financial institutions. (16) To carry on business as tourist agents and contractors and to promote the provision of conveniences of all kinds in the way of through tickets, circular tickets, sleeping cars or berths, reserved places, hotel and lodging accommodation, guides, safe deposits, enquiry bureaux, libraries, lavatories, reading rooms, baggage transport and otherwise. (17) To carry on business as hotels keepers, lodging house and restaurant keepers, transport agents, insurance agents, bankers and innkeepers. (18) To carry on business of proprietors of docks, wharves, jetties, piers and stores, dredgers, tug owners, manufacturers, merchants, traders, commission agents, shipowners, carriers or in any other capacity in any part of the world, and to manufacture, produce, import, export, buy, sell, charter, exchange, pledge, make advances upon or otherwise deal in goods, produce, articles and merchandise. (19) To acquire by purchase, exchange or otherwise, either for an estate in fee simple or for any less estate or interest, whether in possession or in reversion and whether vested or contingent, lands, houses, buildings, tenements and premises of any tenure whether subject or not to any charges or encumbrances, and to hold or to sell, let, alienate, mortgage, charge or otherwise deal with all or any of such lands, houses, buildings, tenements and premises. (20) To construct, erect and maintain either by the Company or other parties, sewers, roads, streets, works, buildings, houses, flats, shops and all other works erection and things of any description whatsoever, either upon the lands acquired by the Company or upon other property of the Company. (21) To let on lease any such premises or parts thereof and to provide such facilities for the occupiers or tenants thereof as are commonly provided in residential flats, businesses, offices or hotels. (22) To remunerate any person, firm or company rendering services to the Company, either by cash payment or by the allotment to him or them of shares or securities of the Company credited as fully paid up in full or part or otherwise as may be thought expedient. (23) To sell, let, lease, grant licences, easements and other rights over and in any other manner, dispose of or deal with the whole or any part of the undertaking property, assets, rights, effects, and business of the Company for such consideration as may be thought fit and in particular for a rent or rents or stock, shares, debentures, debenture stock or other obligations of any other Company. (24) To purchase or otherwise acquire for any estate or interest any property or assets or any concession, licences, grants, patents, trade marks or other exclusive or non-exclusive rights of any kind which may appear to be necessary or convenient for any business of the Company, and to develop and turn to account and deal |
| with the same in any manner as may be thought expedient and to make experiments, and tests and to carry on all kinds of research work. (25) To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular by mortgages or charges upon the undertaking and all or any of the property and assets (present), and the uncalled capital the Company, or by the creation and issue on such terms and conditions as may be thought expedient of debentures stock or other securities of any description. (26) To lend money to and guarantee the performance of the contracts or obligations of any company, firm or person, the payment and repayment of the capital and principal of and dividends, interest or premiums payable on any stock, shares and securities of any company whether having objects similar to those of this Company or not and to give all kinds of indemnities. (27) To draw, make, accept, endorse, discount, negotiate, execute, issue, buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments. (28) Either with or without the Company receiving any consideration or advantage direct or indirect to secure, guarantee or undertake in any manner and upon any terms whatsoever the payment of any sum of money or the performance of any obligation by any person, firm or company including but without prejudice to the generality of the foregoing any holding, subsidiary or associated company. (29) To amalgamate or enter into partnership or any joint purse or profit sharing arrangements with and to co-operate in any way with or assist or subsidise any company, firm or person, and to purchase or otherwise acquire and undertake all or any part of the business property and liabilities of any person, body or company trading in any business which this Company is authorised to carry on or possess any property suitable for the purposes of the Company. (30) To acquire upon such terms as the Directors shall think fit, all or any of the stocks, shares and securities of and the whole of or any interest in the undertaking and business of any companies, firms or persons carrying on any business suitable for the purposes of the Company, without prejudice to the generality of this object. (31) To promote or concur in the promotion of any company the promotion of which shall be considered desirable. (32} To procure the Company to be registered or recognised in any country, state or place abroad and to comply with any conditions necessary or expedient in order to enable the Company to carry on business in any country, state or place abroad. (33) To subscribe or guarantee money for any national, charitable benevolent, public, general or useful object, or for any exhibition, or any purpose which may be considered likely directly or indirectly to further the objects of the Company or the interests of its members. (34} To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no |
| distribution amounting to a reduction of capital may be made except with the sanction (if any) for the time being required by law. (35) To take part in the management, supervision, or control of the business or operations of any Company or undertaking and for that purpose to appoint and remunerate any Directors, Accountants or other experts or agents. (36) To grant pensions or gratuities to any employees or ex-employees and to officers and ex-officers (including Directors and ex-Directors) of the Company or its predecessors in business, to the relations connections or dependants of any such person, and to establish or support associations, institutions, clubs, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interest of the Company or of its members and to establish and contribute to any scheme for the purchase by trustees of shares in the Company to be held for the benefit of the Company's employees to enable them to purchase shares of the Company, and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees or any of them. (37) To do all or any of the things and matters aforesaid in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others. (38) To remunerate any company, firm or person for services rendered in the promotion of the Company or the issue or placing of the shares, stock, debentures, debenture stock or other obligations of the Company and to pay all expenses incurred in connection with such promotion or the creation, issue and placing of any shares, stock, debentures, debenture stock or other obligations. (39) To do all or any other acts and things which in the opinion of the Company may be conducive or incidental to the objects of the Company. AND it is hereby declared that the objects of the Company as specified in each of the foregoing paragraphs of this clause (except only if and so far as otherwise expressly provided in any paragraph) shall be separate and distinct objects of the Company and shall not be in anyway limited by reference to any other paragraph or the order in which the same occur or the name of the Company. In particular the objects set forth in the foregoing paragraphs of this clause shall not be deemed to qualify restrict or reduce the powers of the Company under paragraph (1) of this Clause. 4. The liability of the members is limited. 5. The Share Capital of the Company is US$20,000.00 divided into 10,000 Ordinary shares of US$1.00 each and 10,000 Ordinary B shares of US$1.00 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. |
| WE, the several persons whose names, addresses and descriptions are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names. ··········---·-·--·-··-----·······························--·--···-······-----·----····----··------·---····----··----···--·-· Names, Addresses and Number of Shares Descriptions of taken by each Subscribers Subscriber MARINE BLUE LIMITED SUITE 1, BURNS HOUSE 19 TOWN RANGE GIBRALTAR CORPORATION DATED the 14 February 2012 ONE HUNDRED --------------------------- Witness to tAa~ signatures:- ,/7 ~ A ilgze Gaetto / / 5 Aquitania House V Varyl Begg Estate Gibraltar Company Administrator |
| FILED PURSUANT TO SECTION 28 OF THE COMPANIES ACT THE COMPANIES ACT COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF ROWAN US HOLDINGS (GIBRALTAR) LIMITED 1. Subject as hereinafter provided the regulations in Table "A" in the First Schedule to the Companies Act shall apply to the Company. 2. Clauses 3, 34, 54, 66, 69, 72, 73, 74, 75, 76 and 77 of Table "A" shall not apply to the Company. 3. The Company is a Private Company and accordingly:- (a) The right to transfer shares in the Company shall be restricted in the manner hereinafter appearing. (b) The number of members of the Company (not including persons who are in the employment of the Company and persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of that employment to be members of the Company) is limited to fifty; Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of the paragraph be treated as a single member. (c) No invitation shall be made to the Public to subscribe for any shares or debentures of the Company. (d} The Company shall not have power to issue Share Warrants to bearer. 4. The Share Capital of the Company is US$20,000.00 divided into 10,000 Ordinary shares of US$1.00 each and 10,000 Ordinary B shares of US$1 .00 each which shall rank pari passu in all respects save that on each and every resolution to be approved by the Company in general meeting, the holder of each Ordinary share shall have one vote for each share held and the holder of each Ordinary B share shall have twelve votes for each share held. |
| 5. Save as the Company may by Ordinary Resolution otherwise direct, the shares in the Company shall be at the disposal of the Directors and they may allot, grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper, but so that no shares be issued at a discount, except in accordance with the Act. 6. The Register of Members of the Company shall be kept in Gibraltar and the Company shall not keep any other Register outside Gibraltar. 7. One member personally present shall form a quorum at a General Meeting and accordingly in Clause 45 of Table "A" the word "three" shall be substituted by the word "one". 8. The Directors may repay to any Director all such reasonable expenses as he·may incur in attending and returning from meetings of the Directors, or General meetings or otherwise in or about the business of the Company. 9. A Director who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interest in manner required by Section 200 of the Act. A Director may vote in respect of any such contract or proposed contract and if he does so vote his vote shall be counted and he shall be capable of constituting a quorum at any meeting of the Directors at which any such contract or proposed contract shall come before the Board for consideration. 10.A Director may hold any other office or place under the Company (other than the office of Auditor} in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise} as the Directors may determine. 11.Any Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director provided that nothing herein contained shall authorise a Director or his firm to act as Auditor of the Company. 12. The office of a Director shall be vacated in any of the following events, namely: (a)lf he becomes prohibited by law from acting as a Director. (b) (If not being an Executive Director holding office as such for a fixed term) he resigns by wriUng under his hand left at the office. (c) If he has a receiving order made against him or compounds with his creditors generally. {d}lf he becomes of unsound mind. |
| (e) (f) 13 (a) (b) If he be absent from meetings of the Directors for six months without leave and the Directors resolve that his office be vacated. If he shall hold any office or place of profit in competition with the Company. The appointment and removal of Directors shall be effected by Ordinary Resolution of the Company in General Meeting. The Company may by Ordinary Resolution in General Meeting appoint a sole Director. The Company may from time to time in General Meeting increase or reduce the number of Directors. Any casual vacancy occurring in the Board of Directors may . be filled by the Directors appointing another person to fill the vacancy for such period as the vacancy exists. The Directors may also appoint additional Directors, subject to the maximum number permitted from time to time. 14. Clause 82 of Table "A" shall be amended by the addition of the following words at the end of the clause "except when the Company has by Ordinary Resolution in General Meeting appointed a sole Director in which case such Director shall be empowered to act alone". 15.Any Director may at any time appoint any person approved by the Directors to be an Alternate Director of the Company and may at any time remove any Alternate Director so appointed by him. An Alternate Director so appointed shall be entitled to receive from the Company such proportion (if any) of the remuneration otherwise payable to his appointer by way of remuneration for his services as a Director as the appointer may by notice in writing to the Company from time to time direct; but save as aforesaid shall not in respect of such appointment be entitled to receive any remuneration from the Company, nor be required to hold any qualifications but shall otherwise be subject to the provisions of these presents with regard to Directors. An Alternate Director shall (subject to his giving to the Company an address in Gibraltar at which notices may be served upon him) be entitled to receive notices of all meetings of the Directors, and to attend and vote as a Director at any such meetings at which the Director appointing him is not personally present, and generally at such meetings to perform all the functions of his appointor as a Director in the absence of such appointer: An Alternate Director shall ipso facto cease to be an Alternate Director if his Appointer ceases for any reason to be a Director, provided that if any Director retires by rotation but is re-elected at the meeting at which such retirement took effect, any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not so retired. All appointments and removals of Alternate Directors shall be effected by writing under the hand of the Directors making or revoking such appointment left at the office. • |
| 16.AII cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable 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 the Directors shall from time to time by resolution determine. 17.The Secretary shall be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract or service between him and the Company. 18.Any general meeting declaring a dividend or bonus may direct payment of such dividend or bonus wholly or partly by the distribution of specific assets and in particular of paid up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the directors may settle the same as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the directors. 19. The Directors may retain any dividend or other monies payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists. 20. The Directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. 21. The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of bonds, debentures, debenture stocks, notes or other obligations of the Company charged upon all or any part of the property of the Company (present and future) including its uncalled capital for the time being. 22. The Company may, upon the recommendation of the Directors by Ordinary Resolution resolve that it is desirable to capitalise any sum standing to the credit of profit or loss account or otherwise available for distribution, provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend and accordingly that the Directors be authorised and directed to appropriate the sum resolved to be capitalised to the members in the proportion in which the sum would have been divisible amongst them had the same been applied or been applicable in paying dividends and to apply such sum on their behalf, either in or towards paying up the amounts outstanding if any for the time being paid on any shares held by such members respectively or in paying up in full un-issued shares or debentures to the Company of a nominal amount equal to such sum, such shares or debentures to be allotted and distributed credited as fully paid up amongst such members in the proportion aforesaid or partly in one way and partly in another. |
| · 23. The Company may from time to time by Special Resolution increase the Share Capital by such sum to be divided into shares of such amount as the Resolution shall prescribe. 24. Subject to the provisions of the Act, every Director, Auditor, Secretary or other Officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto. 25.A Memorandum in writing signed by all the Directors of the Company for the time being and pasted in or attached to the Minute Book and taking the form of one or more documents in writing or by telex, telegram, cable, facsimile or other written electronic communication shall be as effective for all purposes as a Resolution of the Directors passed at a Meeting duly convened, held and constituted. 26.Any one of more members of the Board of Directors may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. 27.A Memorandum in writing signed by all the Members of the Company for the time being and pasted in or attached to the Minute Book and taking the form of one or more documents in writing or by telex, telegram, cable, facsimile or other written electronic communication shall be as effective for all purposes as a Resolution of the Company passed in General Meeting duly convened and held. 28. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 29. If the Company shall be wound up the liquidator may, with the sanction of an Extraordinary Resolution of the Company and any other sanction required by the Act, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as· between the members to different classes of members. The Liquidator may with the like sanction, vest the whole or any part or the such asset in trustees upon such trusts for the benefit of contributories as the liquidator with the like sanction shall think fit, but so that no member shall be compelled to accept any shares or other securities whereupon there is any liability. |
| 30. Subject to the provisions of the Act, the Company may purchase its own shares (including any Redeemable Preference Shares) and make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares. 31. Subject to the Companies (Re-domiciliation) Regulations 1996, as amended, the Company shall be permitted to establish its domicile outside Gibraltar. |
| -------------------------------------------·---- ' NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS ---------------------------------------------------------------------- MARINE BLUE LIMITED SUITE 1, BURNS HOUSE 19 TOWN RANGE GIBRALTAR CORPORATION DATED the 14 February 2012 Limited I I ga e Dire 7ove signatures- ;:7/ . ~f1€1elique Gaetto # ,.,.. 5 Aquitania House / Vary! Begg Estate · Gibraltar Company Administrator |
Exhibit 3.242
| Certificate of the Incorporation of a Cotnpany No. of Company: 107369 IT IS HEREBY CERTIFIED that Rowan US Holdings (Gibraltar) Limited is this day incorporated under the Companies Act and that the company is limited. Given at Gibraltar, this 16th day of February Two Thousand and Twelve. |
Exhibit 3.243
| Execution Version 48. Amendment to Rowandrill LLC Agreement AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF ROWANDRILL, LLC This Amendment No. 1 to the Limited Liability C ompany Agreement (this “Amendment”) of Rowandrill, LLC, a Texas limited liability company (the “Company”), dated effective as of February 3 , 2020 (the “Effective Date”), is made by and between Rowan Companies, LLC, a Delaware limited liability company (the “Existing Member”), and Valaris plc, a public limited company organized under the laws of England and Wales (the “New Member”). RECITALS: A. Reference is made herein to that certain Limited Liability Company Operating Agreement of the Company dated December 19, 2019 (the “LLC Agreement”). Terms used but not defined herein shall have the meanings set forth in the LLC Agreement. B. Pursuant to Section 27 of the LLC Agreement, the LLC Agreement may b e amended as set forth herein by a w ritten agreement executed and delivered by t he Existing Member, which is a signatory to this Amendment. C. As of the Effective Date, the Existing Member desires to transfer all outstanding limited liability company interest of the Company (the “Membership Interests”), to the New Member, and the Existing Member and the New Member desire to have the New Member become the sole Member of the Company. D. The Existing Member and the New Member desire to amend the LLC Agreement as set forth herein. AGREEMENT: For good and valuable consideration, the receipt and sufficiency o f which are hereby acknowledged, the LLC Agreement is hereby amended as follows: Section 1. Amendment of References. Each reference to “Rowan Companies, Inc.” in the LLC Agreement is hereby removed and replaced in its entirety with “Valaris plc”. Section 2. New Member. B y executing and delivering this Amendment, (i) the Existing Member hereby acknowledges that it has transferred all outstanding Membership Interests, to the New Member and (ii) the New Member hereby confirms and agrees that, as of the date hereof, the New Member will be bound by t he terms, conditions, restrictions and obligations set forth in the LLC Agreement to the same extent as if the New Member had executed the LLC Agreement as the Member thereof. Section 3. Miscellaneous. The provisions of the LLC Agreement shall remain in full force and effect except as expressly amended and modified as set forth in this Amendment. This |
| 48. Amendment to Rowandrill LLC Agreement 2 Amendment and the rights and obligations of the parties hereunder shall be governed by a nd interpreted, construed and enforced in accordance with the laws of the State of Delaware without regard to any choice of law principles. This Amendment may b e executed in one or more counterparts, each of which shall be an original and all of which shall constitute but one and the same document. [Signature Page Follows] |
| IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first set forth above. EXISTING MEMBER: ROWAN COMPANIES, LLC By~ ~~ Nam~ibbins Title: President NEW MEMBER: VALARIS PLC By: --------- - --------- Name: Jonathan H. Baksht Title: Executive Vice President and Chief Financial Officer 48. Amendment to Rowandrill LLC Agreement |
| IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of the date first set forth above. EXISTING MEMBER: ROWAN COMPANIES, LLC By:------------------ Name: Darin Gibbins Title: President NEW MEMBER: VALARIS PLC By: ____L(_· 7---:f'½:::::::~ _ ___!.ij'-.L.:r_ __ _ Name: -!,o Title: ecutive Vice President and Chief Financial Officer 48. Amendment to Rowandrill LLC Agreement |
Exhibit 3.244
| CERTIFICATE OF FORMATION OF FILED r n the Office of the Secretary of State of Texas KUWANU1ULL, LLL This Certificate of Formation of Rowandrill, LLC (the "Companv") is being executed and filed by the undersigned authorized person on December 19, 2019. 9 FIRST: SECOND: The Company is being formed pursuant to a plan of conversion. The prior name of the Company was Rowandrill, Inc. THIRD: The prior registered address of the Company was 211 E. 7th Street, Suite 620, Austin Texas 78701. FOURTH: The Company was, prior to the completion of the plan of conversion, a corporation, duly fonned under the laws of the state of Texas. FIFTH: SIXTH: The Company was formed as a corporation on July 28, 1972. The new name of the Company is Rowandrill, LLC. SEVENTH: The initial address of the registered office of the Company in the State of Texas is 206 E. 9th Street, Suite 1300, in the City of Austin, Texas 78701, and the name of the Company's registered agent for service of process at that address is Capitol Corporate Services, Inc. EIGHTH: The Company will not have managers. The Company will be governed by its members, and the name and address of the initial member is Rowan Companies, Inc., 5847 San Felipe, Suite 3300, Houston, Texas 77057. NINTH: The purpose for which the Company is formed is for the transaction of any and all lmvful purposes for which a limited liability company may be organized under the Texas Business Organizations Code. TENTH: The organizer of the Company is Christopher M. Johnston, and his address is 5847 San Felipe, Suite 3300, Houston, Texas 77057. ELEVENTH: This Certificate of Formation shall be effective when filed with the secretary of state. TWELFTH : The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of pe1:jury that the undersigned is authorized to execute the filing instrument. 14. Certificate of Formation/ Rowandrill, LLC |
| 1N WITNESS \VHEREOF .. the undersigned has executed this Ce1iificate of Formation as of the date first set forth above. 14. Certificate of Formation/ Rowandrill, LLC Name: Christopher M. Johnston Title: Organizer |
Exhibit 3.245
| LIMITED LIABILITY COMP ANY AGREEMENT OF INTERNATIONAL TECHNICAL SERVICES LLC This Limited Liability Company Agreement (this "Agreement") of International Technical Services LLC is entered into by Pride International, Inc., a Delaware corporation, as the sole member (the "Member"). The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.), as amended from time to time (the "Act"), and hereby agrees as follows: 1. Name. The name of the limited liability company is International Technical Services LLC (the "Company"). 2. Purpose; Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct of the business, purposes or activities of the Company. 3. Principal Business Office. The principal business office of the Company shall be located at such location within the State of Delaware or elsewhere as may hereafter be determined by the Member from time to time. 4. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 5. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. 6. Member. The Member was admitted as a member of the Company upon its execution of this Agreement. The name and the business, residence or mailing address of the sole Member is as follows: Pride International, Inc. Address 5847 San Felipe, Suite 3300 Houston, Texas 77057 |
| 7. Limited Liability. Except to the extent provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, in tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any Officer (as defined below) or "authorized person" (within the meaning of the Act) of the Company shall be obligated or have any liability personally for any such debt, obligation or liability of the Company solely by reason of being a member, Officer or "authorized person" of the Company. 8. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law. 9. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes of the Company described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company. Notwithstanding any other provision of this Agreement, the Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity. 10. Officers. Officers of the Company, including a President, any number of Vice Presidents, a Treasurer, a Secretary, and any number of Assistant Treasurers and Assistant Secretaries ( each an "Officer"), may be appointed and removed, with or without cause, as decided from time to time by the Member. Officers of the Company shall have such authority and perform such duties in the management of the Company as generally pertain to their respective offices and shall have such other powers as delegated by the Member. Any Officer appointed by the Member may be an employee of the Member or any affiliate of the Member. Each Officer of the Company is an agent of the Company's business and, except as otherwise expressly provided herein, each Officer may bind the Company in accordance with authority set forth in this Agreement or vested in a resolution of the Member. Each Officer appointed by the Member shall be an "authorized person" within the meaning of the Act, with authority to execute, deliver and file the Certificate of Formation and all other certificates (and any amendments and/or restatements thereof) required or permitted by the Act to be filed with the Secretary of State of the State of Delaware. 11. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 12. Exculpation and Indemnification. Neither the Member nor any Officer, authorized person, employee or agent of the Company nor any employee, representative, agent or affiliate of the Member (collectively, the "Covered Persons") shall be liable to the Company, or any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on -2- |
| ( behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that such Covered Person shall be liable for any such loss, damage or claim incurred by reason of the such Covered Person's willful misconduct. To the fullest extent permitted by applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that neither the Member nor any other Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 12 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof. 13. Assignment. The Member may assign or pledge in whole or in part its limited liability company interest. If the Member transfers all of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor member shall cease to be a member of the Company. 14. Resignation. If the Company in the future has more than one member, any member may resign from the Company with the written consent of the remaining members. 15. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of all persons who are then members. 16. Capital Contributions. The Member may, but shall not be required to, make capital contributions in the future. Any contributions may be in the form of cash, securities or tangible assets at the option of the Member. 17. Interest. No interest shall be paid by the Company on capital contributions. 18. Allocation of Profits and Losses. The Company's profits and losses shall be allocated in proportion to the capital contribution of the members. 19. Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member and all future members, if any, (ii) the retirement, resignation or dissolution of the Member and all other future members, if any, or the occurrence of any other event which terminates the continued membership of the Member and all future members, if any, in the Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. -3- |
| ( (b) The bankruptcy of the Member or any future member will not cause such member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution. ( c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. 20. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. 22. Entire Agreement. This Agreement constitutes the entire agreement of the Member, and, if admitted to the Company, all future members of the Company, with respect to the subject matter hereof and all previous limited liability company agreements of the Company are revoked, terminated and rendered nugatory by the adoption of this Agreement by the Member. 23. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws or principles), all rights and remedies being governed by said laws. 24. Amendments. This Agreement may not be modified, altered, supplemented or amended, except pursuant to a written agreement executed and delivered by the Member and all other persons, if any, who are then members of the Company. 25. Headings. The headings of the provisions of this Agreement are inserted for convenience of reference and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof. 26. Waivers. No waiver of any right under this Agreement shall be effective unless evidenced in writing and executed by the person or entity entitled to the benefits thereof. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent another act or omission, which would have originally constituted a violation, from having the effect of an original violation. 27. Beneficiaries. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Company or by any creditor of the Member. Nothing in this Agreement shall be deemed to create any right in any person or entity ( other than Covered Persons) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person or entity ( other than Covered Persons). -4- |
| ( The undersigned, being the sole Member of the Company, hereby certifies that the foregoing Agreement is the Limited Liability Company Agreement of the Company, that such Agreement has been duly adopted and is binding on the Company and its Member, and that such Member agrees to be bound by the terms of the foregoing Agreement. EXECUTED to be effective as of the 23 rd day of August, 2007. -5- PRIDE INTERNATIONAL, INC. By: Ll- w. Gregory o Senior Vice esident, General Counsel and Secretary |
Exhibit 3.246
| f})e{aware PAGE 1 'Ifie :First State I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "INTERNATIONAL TECHNICAL SERVICES LLC", FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF AUGUST, A.D. 2007, AT 2:53 O'CLOCK P.M. 4413078 8100 070955957 Harriet Smith Windsor, Secretary of State AUTHENTICATION: 5954201 DATE: 08-24-07 |
| Al...G-24-2007 13:54 FROM: TO:De Corporations STATEo/DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE o/FORMATION State or Delaware secret:azy of State Diviaion 0£ Cozporatiarus Deliwu:ecl 02:53 PM 08/24/2007 FIIED 02:53 PM 08/24/2007 SRY 070955957 - 4413078 FILE • First: The name of the limited liability company is lntemational Technical Servii;es LLC • Second: The address of its regi!.1ered offico in the State of Delaware is 1209 Orange Street, The Corporation Trust Center, in the Cky of Wilmington. The name of its Registered agent at such address is The Corporation Trost Company. • Third: (Use this paragraph only if the company Is to have a specific effective date of dissolution: "The latest date on which the limited liability company is to dissolve is ______ .") • Fourth: (Insert any other matters the members determine to include herein.) In Witn~ Whereof, the undersigned have executed this Certificate of Ponnation this "2.:2; day of August, 2007. |
Exhibit 3.247
| FORM No. 2 1. 2. BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) MEMORANDUM OF ASSOCIATION OF Valaris Holdco 1 Limited (hereinafter referred to as "the Company") The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. We, the undersigned, namely, Name Address Bermudian Status Nationality Number of (Yes or No) Shares Subscribed Dawn Griffiths Clarendon House Yes British One 2 Church Street Hamilton, HM 11 Bermuda Christopher Clarendon House Yes British One Garrod 2 Church Street Hamilton, HM 11 Bermuda Rovonne Clarendon House Yes British One sampson 2 Church Street Hamilton, HM 11 Bermuda |
| do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively. 3. The Company is to be an exempted company as defined by the Companies Act 1981 (the "Act"). 4. The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding _ in all, including the following parcels:- NIA 5. The authorised share capital of the Company is US$100.00 divided into shares of US$1.00 each. 6. The objects for which the Company is formed and incorporated are unrestricted. 7. The following are provisions regarding the powers of the Company - Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and - (i) pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed; (ii) pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and (iii) pursuant to Section 428 of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares. |
| Signed by each subscriber in the presence of at least one witness attesting the signature thereof /ffz:511 . . . . . . . . . . . . . . . . 'i/1.(_t,~ . p.. .. .. ....... ........ .. .. .... · - .. ...... .. ~~ ··· ··· ··· · ........ ··· ····· ·· ···· ·· ···· ·· ·· ····················· ·············~ ···· · Jr~ ~ ... .. ...... .. ..... .... .. ........ .. .... ..... ........ ... ........ ....... (Subscribers) (Witnesses) SUBSCRIBED this 19th day of January 2021 |
Exhibit 3.248
| BYE LAWS of Valaris Holdco 1 Limited For and on behalf of Conyers Corporate S rvices (Bermuda) Limited Secretary ADOPTED: 25th January, 2021 Standard exempted company Bye-laws |
| CONYERS Bye-laws of Valaris Holdco 1 Limited Clarendon House, 2 Church Street Hamilton HM 11, Bermuda conyers.com |
| Valaris Holdco 1 Limited TABLE OF CONTENTS INTERPRETATION 1 1. DEFINITIONS 1 SHARES 3 2. Power to Issue Shares 3 3. Power of the Company to Purchase its Shares 3 4. Rights Attaching to Shares 3 5. Calls on Shares 4 6. Forfeiture of Shares 4 7. Share Certificates 5 8. Fractional Shares 5 REGISTRATION OF SHARES 5 9. Register of Members 5 10. Registered Holder Absolute Owner 6 11. Transfer of Registered Shares 6 12. Transmission of Registered Shares 7 ALTERATION OF SHARE CAPITAL 8 13. Power to Alter Capital 8 14. Variation of Rights Attaching to Shares 8 DIVIDENDS AND CAPITALISATION 9 15. Dividends 9 16. Power to Set Aside Profits 9 17. Method of Payment 9 18. Capitalisation 10 MEETINGS OF MEMBERS 10 19. Annual General Meetings 10 20. Special General Meetings 10 21. Requisitioned General Meetings 10 22. Notice 10 23. Giving Notice and Access 11 2 |
| Valaris Holdco 1 Limited 24. Postponement of General Meeting 11 25. Electronic Participation in Meetings 12 26. Quorum at General Meetings 12 27. Chairman to Preside at General Meetings 12 28. Voting on Resolutions 12 29. Power to Demand a Vote on a Poll 13 30. Voting by Joint Holders of Shares 14 31. Instrument of Proxy 14 32. Representation of Corporate Member 15 33. Adjournment of General Meeting 15 34. Written Resolutions 15 35. Directors Attendance at General Meetings 16 DIRECTORS AND OFFICERS 16 36. Election of Directors 16 37. Number of Directors 16 38. Term of Office of Directors 16 39. Alternate Directors 17 40. Removal of Directors 17 41. Vacancy in the Office of Director 18 42. Remuneration of Directors 18 43. Defect in Appointment 18 44. Directors to Manage Business 19 45. Powers of the Board of Directors 19 46. Register of Directors and Officers 20 47. Appointment of Officers 20 48. Appointment of Secretary 20 49. Duties of Officers 20 50. Remuneration of Officers 20 51. Conflicts of Interest 20 52. Indemnification and Exculpation of Directors and Officers 21 MEETINGS OF THE BOARD OF DIRECTORS 22 3 |
| Valaris Holdco 1 Limited 53. Board Meetings 22 54. Notice of Board Meetings 22 55. Electronic Participation in Meetings 22 56. Representation of Corporate Director 22 57. Quorum at Board Meetings 22 58. Board to Continue in the Event of Vacancy 23 59. Chairman to Preside 23 60. Written Resolutions 23 61. Validity of Prior Acts of the Board 23 CORPORATE RECORDS 23 62. Minutes 23 63. Place Where Corporate Records Kept 23 64. Form and Use of Seal 24 ACCOUNTS 24 65. Records of Account 24 66. Financial Year End 24 AUDITS 24 67. Annual Audit 24 68. Appointment of Auditor 24 69. Remuneration of Auditor 25 70. Duties of Auditor 25 71. Access to Records 25 72. Financial Statements and the Auditor's Report 25 73. Vacancy in the Office of Auditor 26 VOLUNTARY WINDING-UP AND DISSOLUTION 26 74. Winding-Up 26 CHANGES TO CONSTITUTION 26 75. Changes to Bye-laws 26 76. Changes to the Memorandum of Association 26 77. Discontinuance 26 4 |
| Triangle Re 2020-1 Ltd. INTERPRETATION 1. DEFINITIONS 1. 1. In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively: "Act" "Alternate Director" "Auditor" "Board" "Company" "Director" "Member" "notice" "Officer" the Companies Act 1981; an alternate director appointed in accordance with these Bye-laws; includes an individual, company or partnership; the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum; the company for which these Bye-laws are approved and confirmed; a director of the Company and shall include an Alternate Director; the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires; written notice as further provided in these Bye-laws unless otherwise specifically stated; any person appointed by the Board to hold an office in the Company; "Register of Directors and the register of directors and officers referred to in Officers" these Bye-laws; "Register of Members" the register of members referred to in these Bye laws; "Resident Representative" any person appointed to act as resident 1 |
| Valaris Holdco 1 Limited "Secretary" "Treasury Share" representative and includes any deputy or assistant resident representative; the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled. 1.2. In these Bye-laws, where not inconsistent with the context: (a) words denoting the plural number include the singular number and vice versa; (b) words denoting the masculine gender include the feminine and neuter genders; (c) words importing persons include companies, associations or bodies of persons whether corporate or not; (d) the words:- (i) "may" shall be construed as permissive; and (ii) "shall" shall be construed as imperative; (e) a reference to a statutory provision shall be deemed to include any amendment or re enactment thereof; (f) the word "corporation" means a corporation whether or not a company within the meaning of the Act; and (g) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws. 1.3. In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form. 1.4. Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof. 2 |
| Valaris Holdco 1 Limited SHARES 2. POWER TO ISSUE SHARES 2.1 . Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe. 2.2. Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion). 3. POWER OF THE COMPANY TO PURCHASE ITS SHARES 3.1 . The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit. 3.2. The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act. 4. RIGHTS ATTACHING TO SHARES 4.1 . Subject to any resolution of the Members to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital shall be divided into shares of a single class the holders of which shall, subject to these Bye laws: (a) be entitled to one vote per share; (b) be entitled to such dividends as the Board may from time to time declare; (c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and (d) generally be entitled to enjoy all of the rights attaching to shares. 4.2. All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company. 3 |
| Valaris Holdco 1 Limited 5. CALLS ON SHARES 5.1 . The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls. 5.2. The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof. 5.3. The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up. 6. FORFEITURE OF SHARES 6.1 . If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: Notice of Liability to Forfeiture for Non-Payment of Call [Name of Company] (the "Company") You have failed to pay the call of [amount of call] made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited. Dated this [date] [Signature of Secretary] By Order of the Board 6.2. If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the 4 |
| Valaris Holdco 1 Limited generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act. 6.3. A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith. 6.4. The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited. 7. SHARE CERTIFICATES 7.1 . Every Member shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. 7.2. The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted. 7.3. If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit. 8. FRACTIONAL SHARES The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up. REGISTRATION OF SHARES 9. REGISTER OF MEMBERS 9.1. The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act. 9.2. The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The 5 |
| Valaris Holdco 1 Limited Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year. 10. REGISTERED HOLDER ABSOLUTE OWNER The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person. 11. TRANSFER OF REGISTERED SHARES 11.1 . An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept: Transfer of a Share or Shares [Name of Company] (the "Company") FOR VALUE RECEIVED .................... [amount] , I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address] , [number] shares of the Company. DATED this [date] Signed by: In the presence of: Transferor Witness Signed by: In the presence of: Transferee Witness 11.2. Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members. 11.3. The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer. 11.4. The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased 6 |
| Valaris Holdco 1 Limited Member may transfer any such share to the executors or administrators of such deceased Member. 11.5. The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. 11.6. Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange. 12. TRANSMISSION OF REGISTERED SHARES 12.1. In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal per_sonal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member. 12.2. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following: Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member [Name of Company] (the "Company") I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the 7 |
| Valaris Holdco 1 Limited execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions. DATED this [date] Signed by: In the presence of: Transferor Witness Signed by: In the presence of: Transferee Witness 12.3. On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be. 12.4. Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders. ALTERATION OF SHARE CAPITAL 13. POWER TO ALTER CAPITAL 13.1. The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act. 13.2. Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit. 14. VARIATION OF RIGHTS ATTACHING TO SHARES If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights 8 |
| Valaris Holdco 1 Limited conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. DIVIDENDS AND CAPITALISATION 15. DIVIDENDS 15.1. The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company. 15.2. The Board may fix any date as the record date for determining the Members entitled to receive any dividend. 15.3. The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. 15.4. The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company. 16. POWER TO SET ASIDE PROFITS The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose. 17. METHOD OF PAYMENT 17 .1. Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or bank draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the Member may direct in writing, or by transfer to such account as the Member may direct in writing. 17.2. In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or bank draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may direct in writing, or by transfer to such account as the joint holders may direct in writing. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares. 17.3. The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise. 9 |
| Valaris Holdco 1 Limited 18. CAPITALISATION 18.1 . The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members. 18.2. The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full , partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution. MEETINGS OF MEMBERS 19. ANNUAL GENERAL MEETINGS Subject to an election made by the Company in accordance with the Act to dispense with the holding of annual general meetings, an annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the president or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board shall appoint. 20. SPECIAL GENERAL MEETINGS The president or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary. 21. REQUISITIONED GENERAL MEETINGS The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply. 22. NOTICE 22.1. At least five days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting. 22.2. At least five days' notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting. 22.3. The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting. 10 |
| Valaris Holdco 1 Limited 22.4. A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting. 22.5. The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 23. GIVING NOTICE AND ACCESS 23.1 . A notice may be given by the Company to a Member: (a) by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or (b) by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or (c) by sending it by courier to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or (d) by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or (e) by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met. 23.2. Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares. 23.3. In proving service under paragraphs 23.1 (b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means. 24. POSTPONEMENT OF GENERAL MEETING The Secretary may postpone any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement 11 |
| Valaris Holdco 1 Limited is given to the Members before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with these Bye laws. 25. ELECTRONIC PARTICIPATION IN MEETINGS Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 26. QUORUM AT GENERAL MEETINGS 26.1 . At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time. 26.2. If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws. 27. CHAIRMAN TO PRESIDE AT GENERAL MEETINGS Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the chairman or the president of the Company, if there be one, shall act as chairman of the meeting at all general meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote. 28. VOTING ON RESOLUTIONS 28.1. Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail. 28.2. No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 28.3. At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in 12 |
| Valaris Holdco 1 Limited person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand. 28.4. In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Member may cast his vote on a show of hands. 28.5. At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. 28.6. At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact. 29. POWER TO DEMAND A VOTE ON A POLL 29.1. Notwithstanding the foregoing, a poll may be demanded by any of the following persons: (a) the chairman of such meeting; or (b) at least three Members present in person or represented by proxy; or (c) any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or (d) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right. 29.2. Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. 13 |
| Valaris Holdco 1 Limited 29.3. A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll. 29.4. Where a vote ;s taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting. 30. VOTING BY JOINT HOLDERS OF SHARES In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 31. INSTRUMENT OF PROXY 31.1. An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept: Proxy [Name of Company] (the "Company") I/We, [insert names here] , being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof. [Any restrictions on voting to be inserted here.] Signed this [date] Member(s) 31 .2. The instrument appointing a proxy must be received by the Company at the registered office or at such other p!ace or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person 14 |
| Valaris Holdco 1 Limited named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid. 31.3. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares. 31.4. The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final. 32. REPRESENTATION OF CORPORATE MEMBER 32.1. A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives. 32.2. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member. 33. ADJOURNMENT OF GENERAL MEETING The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws. 34. WRITTEN RESOLUTIONS 34.1. Subject to these Bye-laws, anything which may be done by resolution of the Company in general meetin~ or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Bye-law. 34.2. Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution. 34.3. A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting. 34.4. A resolution in writing may be signed in any number of counterparts. 15 |
| Valaris Holdco 1 Limited 34.5. A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly. 34.6. A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act. 34.7. This Bye-law shall not apply to: (a) a resolution passed to remove an Auditor from office before the expiration of his term of office; or (b) a resolution passed for the purpose of removing a Director before the expiration of his term of office. 34.8. For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date. 35. DIRECTORS ATTENDANCE AT GENERAL MEETINGS The Directors shall be entitled to receive notice of, attend and be heard at any general meeting. DIRECTORS AND OFFICERS 36. ELECTION OF DIRECTORS 36.1 . The Board shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose. 36.2. At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting. 37. NUMBER OF DIRECTORS The Board shall consist of not less than one Director or such number in excess thereof as the Members may determine. 38. TERM OF OFFICE OF DIRECTORS Directors shall hold office for such term as the Members may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. 16 |
| Valaris Holdco 1 Limited 39. ALTERNATE DIRECTORS 39.1 . At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors. 39.2. Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary. 39.3. Any person elected or appointed pursuant to this Bye-law shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present. 39.4. An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed. 39.5. An Alternate Director's office shall terminate - (a) in the case of an alternate elected by the Members: (i) on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected to act, would result in the termination of that Director; or (ii) if the Director for whom he was elected in the alternative ceases for any reason to be a Director, provided that the alternate removed in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and (b) in the case of an alternate appointed by a Director: (i) on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointer, would result in the termination of the appointer's directorship; or (ii) when the Alternate Director's appointer revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or (iii) if the Alternate Director's appointer ceases for any reason to be a Director. 40. REMOVAL OF DIRECTORS 40.1 . Subject to any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director provided that the notice of any such meeting convened for 17 |
| Valaris Holdco 1 Limited the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal. 40.2. If a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy. 41. VACANCY IN THE OFFICE OF DIRECTOR 41.1. The office of Director shall be vacated if the Director: (a) is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law; (b) is or becomes bankrupt, or makes any arrangement or composition with his creditors generally; (c) is or becomes of unsound mind or dies; or (d) resigns his office by notice to the Company. 41.2. The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed. 42. REMUNERATION OF DIRECTORS The remuneration (if any) of the Directors shall be determined by the Company in general meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them (or in the case of a director that is a corporation, by its representative or representatives) in attending and returning from Board meetings, meetings of any committee appointed by the Board or general meetings, or in connection with the business of the Company or their duties as Directors generally. 43. DEFECT IN APPOINTMENT All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity. 18 |
| Valaris Holdco 1 Limited 44. DIRECTORS TO MANAGE BUSINESS The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting. 45. POWERS OF THE BOARD OF DIRECTORS The Board may: (a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties; (b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party; (c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company; (d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business; (e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney; (f) procure that the Company pays all expenses incurred in promoting and incorporating the Company; (g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; 19 |
| Valaris Holdco 1 Limited (h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit; (i) present any petition and make any application in connection with the liquidation or reorganisation of the Company; U) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and (k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company. 46. REGISTER OF DIRECTORS AND OFFICERS The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act. 47. APPOINTMENT OF OFFICERS The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit. 48. APPOINTMENT OF SECRETARY The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit. 49. DUTIES OF OFFICERS The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time. 50. REMUNERATION OF OFFICERS The Officers shall receive such remuneration as the Board may determine. 51. CONFLICTS OF INTEREST 51.1. Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director's firm, partner or company to act as Auditor to the Company. 51.2. A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an "Interested Director") shall declare the nature of such interest as required by the Act. 20 |
| Valaris Holdco 1 Limited 51.3. An Interested Director who has complied with the requirements of the foregoing Bye-law may: (a) vote in respect of such contract or proposed contract; and/or (b) be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on, and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby. 52. INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS 52.1 . The Directors, Resident Representative, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly), and their heirs, executors and administrators (each of which an "indemnified party"), shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer. 52.2. The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Direc~or or Officer may be guilty in relation to the Company or any subsidiary thereof. 52.3. The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings 21 |
| Valaris Holdco 1 Limited against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is proved against him. MEETINGS OF THE BOARD OF DIRECTORS 53. BOARD MEETINGS The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail. 54. NOTICE OF BOARD MEETINGS A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose. 55. ELECTRONIC PARTICIPATION IN MEETINGS Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 56. REPRESENTATION OF CORPORATE DIRECTOR 56.1 . A Director which is a corporation may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives. 56.2. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a corporation which is a Director. 57. QUORUM AT BOARD MEETINGS The quorum necessary for the transaction of business at a Board meeting shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one. 22 |
| Valaris Holdco 1 Limited 58. BOARD TO CONTINUE IN THE EVENT OF VACANCY The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company. 59. CHAIRMAN TO PRESIDE 59.1 . Unless otherwise agreed by a majority of the Directors attending, the chairman or the president of the Company, if there be one, shall act as chairman of the meeting at all Board meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting. 60. WRITTEN RESOLUTIONS A resolution signed by (or in the case of a Director that is a corporation, on behalf of) all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting duly called and constituted, such resolution to be effective on the date on which the resolution is signed by (or in the case of a Director that is a corporation, on behalf of) the last Director. For the purposes of this Bye-law only, "the Directors" shall not include an Alternate Director. 61. VALIDITY OF PRIOR ACTS OF THE BOARD No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made. CORPORATE RECORDS 62. MINUTES The Board shall cause minutes to be duly entered in books provided for the purpose: (a) of all elections and appointments of Officers; (b) of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and (c) of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board. 63. PLACE WHERE CORPORATE RECORDS KEPT Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company. 23 |
| Valaris Holdco 1 Limited 64. FORM AND USE OF SEAL 64.1 . The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda. 64.2. A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose. 64.3. A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents. ACCOUNTS 65. RECORDS OF ACCOUNT 65.1 . The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to: (a) all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates; (b) all sales and purchases of goods by the Company; and (c) all assets and liabilities of the Company. 65.2. Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours. 65.3. Such records of account shall be retained for a minimum period of five years from the date on which they are prepared. 66. FINANCIAL YEAR END The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year. AUDITS 67. ANNUAL AUDIT Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year. 68. APPOINTMENT OF AUDITOR 68.1 . Subject to the Act, the Members shall appoint an auditor to the Company to hold office for such term as the Members deem fit or until a successor is appointed. 24 |
| Valaris Holdco 1 Limited 68.2. The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company. 69. REMUNERATION OF AUDITOR 69.1 . The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine. 69.2. The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board. 70. DUTIES OF AUDITOR 70.1. The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards. 70.2. The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used. 71. ACCESS TO RECORDS The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to the books or affairs of the Company. 72. FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT 72.1 . Subject to the following bye-law, the financial statements and/or the auditor's report as required by the Act shall (a) be laid before the Members at the annual general meeting; or (b) be received, accepted, adopted, approved or otherwise acknowledged by the Members by written resolution passed in accordance with these Bye-laws; or (c) in circurnstances where the Company has elected to dispense with the holding of an annual general meeting, be made available to the Members in accordance with the Act in such manner as the Board shall determine. 72.2. If all Members and Directors shall agree, either in writing or at a meeting, that in respect of a particular interval no financial statements and/or auditor's report thereon need be made available to the Members, and/or that no auditor shall be appointed then there shall be no obligation on the Company to do so. 25 |
| Valaris Holdco 1 Limited 73. VACANCY IN THE OFFICE OF AUDITOR The Board may fill any casual vacancy in the office of the auditor. VOLUNTARY WINDING-UP AND DISSOLUTION 74. WINDING-UP If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability. CHANGES TO CONSTITUTION 75. CHANGES TO BYE-LAWS No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members. 76. CHANGES TO THE MEMORANDUM OF ASSOCIATION No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a resolution of the Members. 77. DISCONTINUANCE The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act. 26 |
Exhibit 3.249
| FORM NO. 6 Registration No. 56246 BERMUDA CERTIFICATE OF INCORPORATION I hereby in accordance with section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 19th day of January 2021 Valaris Holdco 1 Limited was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company. Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 19th day of January 2021 Maria Boodram for Registrar of Companies |
Exhibit 3.250
| FORM No. 2 1. 2. BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES Section 7(1) and (2) MEMORANDUM OF ASSOCIATION OF Valaris Holdco 2 Limited (hereinafter referred to as "the Company") The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them. We, the undersigned, namely, Name Address Bermudian Status Nationality Number of (Yes or No) Shares Subscribed Dawn Griffiths Clarendon House Yes British One 2 Church Street Hamilton, HM 11 Bermuda Christopher Clarendon House Yes British One Garrod 2 Church Street Hamilton, HM 11 Bermuda Rovonne Clarendon House Yes British One Sampson 2 Church Street Hamilton, HM 11 Bermuda |
| do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively. 3. The Company is to be an exempted company as defined by the Companies Act 1981 (the "Act"). 4. The Company, with the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding _ in all, including the following parcels:- N/A 5. The authorised share capital of the Company is US$100.00 divided into shares of US$1.00 each. 6. The objects for which the Company is formed and incorporated are unrestricted. 7. The following are provisions regarding the powers of the Company - Subject to paragraph 6, the Company may do all such things as are incidental or conducive to the attainment of its objects and shall have the capacity, rights, powers and privileges of a natural person, and - (i) pursuant to Section 42 of the Act, the Company shall have the power to issue preference shares which are, at the option of the holder, liable to be redeemed; (ii) pursuant to Section 42A of the Act, the Company shall have the power to purchase its own shares for cancellation; and (iii) pursuant to Section 42B of the Act, the Company shall have the power to acquire its own shares to be held as treasury shares. |
| Signed by each subscriber in the presence of at least one witness attesting the signature thereof ..dkf/ ... ·· ·· ··· · ····-~ ---···· ······················ ··· ·········· (Subscribers) (Witnesses) SUBSCRIBED this 19th day of January 2021 |
Exhibit 3.251
| BYE LAWS of Valaris Holdco 2 Limited Ju. For and on behalf of Conyers Corporate Services (Bermuda) Limited Secretary ADOPTED: 25th January, 2021 Standard exempted company Bye-laws |
| CONYERS Bye-laws of Valaris Holdco 2 Limited Clarendon House, 2 Church Street Hamilton HM 11, Bermuda conyers.com |
| Valaris Holdco 2 Limited TABLE OF CONTENTS INTERPRETATION 1 1. DEFINITIONS 1 SHARES 3 2. Power to Issue Shares 3 3. Power of the Company to Purchase its Shares 3 4. Rights Attaching to Shares 3 5. Calls on Shares 4 6. Forfeiture of Shares 4 7. Share Certificates 5 8. Fractional Shares 5 REGISTRATION OF SHARES 5 9. Register of Members 5 10. Registered Holder Absolute Owner 6 11. Transfer of Registered Shares 6 12. Transmission of Registered Shares 7 ALTERATION OF SHARE CAPITAL 8 13. Power to Alter Capital 8 14. Variation of Rights Attaching to Shares 8 DIVIDENDS AND CAPITALISATION 9 15. Dividends 9 16. Power to Set Aside Profits 9 17. Method of Payment 9 18. Capitalisation 10 MEETINGS OF MEMBERS 10 19. Annual General Meetings 10 20. Special General Meetings 10 21. Requisitioned General Meetings 10 22. Notice 10 23. Giving Notice and Access 11 2 |
| Valaris Holdco 2 Limited 24. Postponement of General Meeting 11 25. Electronic Participation in Meetings 12 26. Quorum at General Meetings 12 27. Chairman to Preside at General Meetings 12 28. Voting on Resolutions 12 29. Power to Demand a Vote on a Poll 13 30. Voting by Joint Holders of Shares 14 31. Instrument of Proxy 14 32. Representation of Corporate Member 15 33. Adjournment of General Meeting 15 34. Written Resolutions 15 35. Directors Attendance at General Meetings 16 DIRECTORS AND OFFICERS 16 36. Election of Directors 16 37. Number of Directors 16 38. Term of Office of Directors 16 39. Alternate Directors 17 40. Removal of Directors 17 41. Vacancy in the Office of Director 18 42. Remuneration of Directors 18 43. Defect in Appointment 18 44. Directors to Manage Business 19 45. Powers of the Board of Directors 19 46. Register of Directors and Officers 20 47. Appointment of Officers 20 48. Appointment of Secretary 20 49. Duties of Officers 20 50. Remuneration of Officers 20 51. Conflicts of Interest 20 52. Indemnification and Exculpation of Directors and Officers 21 MEETINGS OF THE BOARD OF DIRECTORS 22 3 |
| Valaris Holdco 2 Limited 53. Board Meetings 22 54. Notice of Board Meetings 22 55. Electronic Participation in Meetings 22 56. Representation of Corporate Director 22 57. Quorum at Board Meetings 22 58. Board to Continue in the Event of Vacancy 23 59. Chairman to Preside 23 60. Written Resolutions 23 61. Validity of Prior Acts of the Board 23 CORPORATE RECORDS 23 62. Minutes 23 63. Place Where Corporate Records Kept 23 64. Form and Use of Seal 24 ACCOUNTS 24 65. Records of Account 24 66. Financial Year End 24 AUDITS 24 67. Annual Audit 24 68. Appointment of Auditor 24 69. Remuneration of Auditor 25 70. Duties of Auditor 25 71. Access to Records 25 72. Financial Statements and the Auditor's Report 25 73. Vacancy in the Office of Auditor 26 VOLUNTARY WINDING-UP AND DISSOLUTION 26 74. Winding-Up 26 CHANGES TO CONSTITUTION 26 75. Changes to Bye-laws 26 76. Changes to the Memorandum of Association 26 77. Discontinuance 26 4 |
| Triangle Re 2020-1 Ltd. INTERPRETATION 1. DEFINITIONS 1.1 . In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively: "Act" "Alternate Director" "Auditor" "Board" "Company" "Director" "Member" "notice" "Officer" the Companies Act 1981; an alternate director appointed in accordance with these Bye-laws; includes an individual, company or partnership; the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum; the company for which these Bye-laws are approved and confirmed; a director of the Company and shall include an Alternate Director; the person registered in the Register of Members as the holder of shares in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires; written notice as further provided in these Bye-laws unless otherwise specifically stated; any person appointed by the Board to hold an office in the Company; "Register of Directors and the register of directors and officers referred to in Officers" these Bye-laws; "Register of Members" the register of members referred to in these Bye laws; "Resident Representative" any person appointed to act as resident 1 |
| Valaris Holdco 2 Limited "Secretary" "Treasury Share" representative and includes any deputy or assistant resident representative; the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled. 1.2. In these Bye-laws, where not inconsistent with the context: (a) words denoting the plural number include the singular number and vice versa; (b) words denoting the masculine gender include the feminine and neuter genders; (c) words importing persons include companies, associations or bodies of persons whether corporate or not; (d) the words:- (i) "may" shall be construed as permissive; and (ii) "shall" shall be construed as imperative; ( e) a reference to a statutory provision shall be deemed to include any amendment or re enactment thereof; (f) the word "corporation" means a corporation whether or not a company within the meaning of the Act; and (g) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws. 1.3. In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form. 1.4. Headings used in these Bye-laws are for convenience only and are n0t to be used or relied upon in the construction hereof. 2 |
| Valaris Holdco 2 Limited SHARES 2. POWER TO ISSUE SHARES 2.1 . Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine and any shares or class of shares may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise as the Company may by resolution of the Members prescribe. 2.2. Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion). 3. POWER OF THE COMPANY TO PURCHASE ITS SHARES 3.1. The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit. 3.2. The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act. 4. RIGHTS ATTACHING TO SHARES 4.1. Subject to any resolution of the Members to the contrary (and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares), the share capital shall be divided into shares of a single class the holders of which shall, subject to these Bye laws: (a) be entitled to one vote per share; (b) be entitled to such dividends as the Board may from time to time declare; (c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and (d) generally be entitled to enjoy all of the rights attaching to shares. 4.2. All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company. 3 |
| Valaris Holdco 2 Limited 5. CALLS ON SHARES 5.1 . The Board may make such calls as it thinks fit upon the Members in respect of any moneys (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls. 5.2. The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof. 5.3. The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up. 6. FORFEITURE OF SHARES 6.1 . If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following: Notice of Liability to Forfeiture for Non-Payment of Call [Name of Company] (the "Company") You have failed to pay the call of [amount of call] made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited. Dated this [date] [Signature of Secretary] By Order of the Board 6.2. If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the 4 |
| Valaris Holdco 2 Limited generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act. 6.3. A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith. 6.4. The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited. 7. SHARE CERTIFICATES 7.1. Every Member shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. 7.2. The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted. 7.3. If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit. 8. FRACTIONAL SHARES The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up. REGISTRATION OF SHARES 9. REGISTER OF MEMBERS 9.1. The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act. 9.2. The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The 5 |
| Valaris Holdco 2 Limited Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year. 10. REGISTERED HOLDER ABSOLUTE OWNER The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person. 11. TRANSFER OF REGISTERED SHARES 11.1. An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept: Transfer of a Share or Shares [Name of Company] (the "Company") FOR VALUE RECEIVED .................... [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address] , [number] shares of the Company. DATED this [date] Signed by: In the presence of: Transferor Witness Signed by: In the presence of: Transferee Witness 11.2. Such instrument of transfer shall be signed by (or in the case of a party that is a corporation, on behalf of) the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Members. 11.3. The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer. 11.4. The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased 6 |
| Valaris Holdco 2 Limited Member may transfer any such share to the executors or administrators of such deceased Member. 11.5. The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal. 11.6. Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange may be transferred in accordance with the rules and regulations of such exchange. 12. TRANSMISSION OF REGISTERED SHARES 12.1. In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member's interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member. 12.2. Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following: Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member [Name of Company] (the "Company") I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to have [name of transferee] (the "Transferee") registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the 7 |
| Valaris Holdco 2 Limited execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions. DATED this [date] Signed by: Transferor Signed by: Transferee In the presence of: Witness In the presence of: Witness 12.3. On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member's death or bankruptcy, as the case may be. 12.4. Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders. ALTERATION OF SHARE CAPITAL 13. POWER TO ALTER CAPITAL 13.1. The Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act. 13.2. Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit. 14. VARIATION OF RIGHTS ATTACHING TO SHARES If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights 8 |
| Valaris Holdco 2 Limited conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. DIVIDENDS AND CAPITALISATION 15. DIVIDENDS 15.1 . The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company. 15.2. The Board may fix any date as the record date for determining the Members entitled to receive any dividend. 15.3. The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. 15.4. The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company. 16. POWER TO SET ASIDE PROFITS The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose. 17. METHOD OF PAYMENT 17 .1. Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or bank draft sent through the post directed to the Member at such Member's address in the Register of Members, or to such person and to such address as the Member may direct in writing, or by transfer to such account as the Member may direct in writing. 17.2. In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or bank draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may direct in writing, or by transfer to such account as the joint holders may direct in writing. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares. 17.3. The Board may deduct from the dividends or distributions payable to any Member all moneys due from such Member to the Company on account of calls or otherwise. 9 |
| Valaris Holdco 2 Limited 18. CAPITALISATION 18.1. The Board may capitalise any amount for the time being standing to the credit of any of the Company's share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members. 18.2. The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution. MEETINGS OF MEMBERS 19. ANNUAL GENERAL MEETINGS Subject to an election made by the Company in accordance with the Act to dispense with the holding of annual general meetings, an annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the president or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board shall appoint. 20. SPECIAL GENERAL MEETINGS The president or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary. 21. REQUISITIONED GENERAL MEETINGS The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply. 22. NOTICE 22.1. At least five days' notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting. 22.2. At least five days' notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting. 22.3. The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting. 10 |
| Valaris Holdco 2 Limited 22.4. A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting. 22.5. The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 23. GIVING NOTICE AND ACCESS 23.1 . A notice may be given by the Company to a Member: (a) by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or (b) by sending it by post to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or (c) by sending it by courier to such Member's address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or (d) by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be deemed to have been served at the time that it would in the ordinary course be transmitted; or (e) by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met. 23.2. Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares. 23.3. In proving service under paragraphs 23.1 (b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means. 24. POSTPONEMENT OF GENERAL MEETING The Secretary may postpone any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement 11 |
| Valaris Holdco 2 Limited is given to the Members before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with these Bye laws. 25. ELECTRONIC PARTICIPATION IN MEETINGS Members may participate in any general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 26. QUORUM AT GENERAL MEETINGS 26.1 . At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time. 26.2. If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws. 27. CHAIRMAN TO PRESIDE AT GENERAL MEETINGS Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the chairman or the president of the Company, if there be one, shall act as chairman of the meeting at all general meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote. 28. VOTING ON RESOLUTIONS 28.1 . Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail. 28.2. No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member. 28.3. At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in 12 |
| Valaris Holdco 2 Limited person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand. 28.4. In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Member may cast his vote on a show of hands. 28.5. At any general 'lleeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. 28.6. At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact. 29. POWER TO DEMAND A VOTE ON A POLL 29.1 . Notwithstanding the foregoing, a poll may be demanded by any of the following persons: (a) the chairman of such meeting; or (b) at least three Members present in person or represented by proxy; or (c) any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or (d) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right. 29.2. Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way. 13 |
| Valaris Holdco 2 Limited 29.3. A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll. 29.4. Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two Members or proxy holders appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting. 30. VOTING BY JOINT HOLDERS OF SHARES In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 31. INSTRUMENT OF PROXY 31.1 . An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept: Proxy [Name of Company] (the "Company") I/We, [insert names here] , being a Member of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Members to be held on [date] and at any adjournment thereof. [Any restrictions on voting to be inserted here.] Signed this [date] Member(s) 31.2. The instrument appointing a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person 14 |
| Valaris Holdco 2 Limited named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid. 31.3. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares. 31.4. The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final. 32. REPRESENTATION OF CORPORATE MEMBER 32.1. A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives. 32.2. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member. 33. ADJOURNMENT OF GENERAL MEETING The chairman of a general meeting may, with the consent of the Members at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws. 34. WRITTEN RESOLUTIONS 34.1 . Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Bye-law. 34.2. Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution. 34.3. A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting. 34.4. A resolution in writing may be signed in any number of counterparts. 15 |
| Valaris Holdco 2 Limited 34.5. A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly. 34.6. A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act. 34.7. This Bye-law shall not apply to: (a) a resolution passed to remove an Auditor from office before the expiration of his term of office; or (b) a resolution passed for the purpose of removing a Director before the expiration of his term of office. 34.8. For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date. 35. DIRECTORS ATTENDANCE AT GENERAL MEETINGS The Directors shall be entitled to receive notice of, attend and be heard at any general meeting. DIRECTORS AND OFFICERS 36. ELECTION OF DIRECTORS 36.1. The Board shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose. 36.2. At any general meeting the Members may authorise the Board to fill any vacancy in their number left unfilled at a general meeting. 37. NUMBER OF DIRECTORS The Board shall consist of not less than one Director or such number in excess thereof as the Members may determine. 38. TERM OF OFFICE OF DIRECTORS Directors shall hold office for such term as the Members may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. 16 |
| Valaris Holdco 2 Limited 39. AL TERNA TE DIRECTORS 39.1. At any general meeting, the Members may elect a person or persons to act as a Director in the alternative to any one or more Directors or may authorise the Board to appoint such Alternate Directors. 39.2. Unless the Members otherwise resolve, any Director may appoint a person or persons to act as a Director in the alternative to himself by notice deposited with the Secretary. 39.3. Any person elected or appointed pursuant to this Bye-law shall have all the rights and powers of the Director or Directors for whom such person is elected or appointed in the alternative, provided that such person shall not be counted more than once in determining whether or not a quorum is present. 39.4. An Alternate Director shall be entitled to receive notice of all Board meetings and to attend and vote at any such meeting at which a Director for whom such Alternate Director was appointed in the alternative is not personally present and generally to perform at such meeting all the functions of such Director for whom such Alternate Director was appointed. 39.5. An Alternate Director's office shall terminate - (a) in the case of an alternate elected by the Members: (i) on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to the Director for whom he was elected to act, would result in the termination of that Director; or (ii) if the Director for whom he was elected in the alternative ceases for any reason to be a Director, provided that the alternate removed in these circumstances may be re-appointed by the Board as an alternate to the person appointed to fill the vacancy; and (b) in the case of an alternate appointed by a Director: (i) on the occurrence in relation to the Alternate Director of any event which, if it occurred in relation to his appointer, would result in the termination of the appointer's directorship; or (ii) when the Alternate Director's appointer revokes the appointment by notice to the Company in writing specifying when the appointment is to terminate; or (iii) if the Alternate Director's appointer ceases for any reason to be a Director. 40. REMOVAL OF DIRECTORS 40.1 . Subject to any provision to the contrary in these Bye-laws, the Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director provided that the notice of any such meeting convened for 17 |
| Valaris Holdco 2 Limited the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director's removal. 40.2. If a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is remov~d. In the absence of such election or appointment, the Board may fill the vacancy. 41. VACANCY IN THE OFFICE OF DIRECTOR 41.1. The office of Director shall be vacated if the Director: (a) is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law; (b) is or becomes bankrupt, or makes any arrangement or composition with his creditors generally; (c) is or becomes of unsound mind or dies; or (d) resigns his office by notice to the Company. 41.2. The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed. 42. REMUNERATION OF DIRECTORS The remuneration (if any) of the Directors shall be determined by the Company in general meeting and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them (or in the case of a director that is a corporation, by its representative or representatives) in attending and returning from Board meetings, meetings of any committee appointed by the Board or general meetings, or in connection with the business of the Company or their duties as Directors generally. 43. DEFECT IN APPOINTMENT All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity. 18 |
| Valaris Holdco 2 Limited 44. DIRECTORS TO MANAGE BUSINESS The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting. 45. POWERS OF THE BOARD OF DIRECTORS The Board may: (a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties; (b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party; (c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company; (d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business; (e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attqrney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney; (f) procure that the Company pays all expenses incurred in promoting and incorporating the Company; (g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; 19 |
| Valaris Holdco 2 Limited (h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit; (i) present any petition and make any application in connection with the liquidation or reorganisation of the Company; 0) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and (k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company. 46. REGISTER OF DIRECTORS AND OFFICERS The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act. 47. APPOINTMENT OF OFFICERS The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit. 48. APPOINTMENT OF SECRETARY The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit. 49. DUTIES OF OFFICERS The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time. 50. REMUNERATION OF OFFICERS The Officers shall receive such remuneration as the Board may determine. 51. CONFLICTS OF INTEREST 51.1. Any Director, or any Director's firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director's firm, partner or company to act as Auditor to the Company. 51.2. A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an "Interested Director") shall declare the nature of such interest as required by the Act. 20 |
| Valaris Holdco 2 Limited 51.3. An Interested Director who has complied with the requirements of the foregoing Bye-law may: (a) vote in respect of such contract or proposed contract; and/or (b) be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on, and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby. 52. INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS 52.1 . The Directors, Resident Representative, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in relation to any of the affairs of the Company or any subsidiary thereof and the liquidator or trustees (if any) acting in relation to any of the affairs of the Company or any subsidiary thereof and every one of them (whether for the time being or formerly), and their heirs, executors and administrators (each of which an "indemnified party"), shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. Each Member agrees to waive any claim or right of action such Member might have, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer. 52.2. The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof. 52.3. The Company may advance moneys to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings 21 |
| Valaris Holdco 2 Limited against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is proved against him. MEETINGS OF THE BOARD OF DIRECTORS 53. BOARD MEETINGS The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail. 54. NOTICE OF BOARD MEETINGS A Director may, and the Secretary on the requisition of a Director shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director's last known address or in accordance with any other instructions given by such Director to the Company for this purpose. 55. ELECTRONIC PARTICIPATION IN MEETINGS Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. 56. REPRESENTATION OF CORPORATE DIRECTOR 56.1. A Director which is a corporation may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Director, and that Director shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives. 56.2. Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at Board meetings on behalf of a corporation which is a Director. 57. QUORUM AT BOARD MEETINGS The quorum necessary for the transaction of business at a Board meeting shall be two Directors, provided that if there is only one Director for the time being in office the quorum shall be one. 22 |
| Valaris Holdco 2 Limited 58. BOARD TO CONTINUE IN THE EVENT OF VACANCY The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company. 59. CHAIRMAN TO PRESIDE 59.1. Unless otherwise agreed by a majority of the Directors attending, the chairman or the president of the Company, if there be one, shall act as chairman of the meeting at all Board meetings at which such person is present. In their absence a chairman of the meeting shall be appointed or elected by the Directors present at the meeting. 60. WRITTEN RESOLUTIONS A resolution signed by (or in the case of a Director that is a corporation, on behalf of) all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting duly called and constituted, such resolution to be effective on the date on which the resolution is signed by (or in the case of a Director that is a corporation, on behalf of) the last Director. For the purposes of this Bye-law only, "the Directors" shall not include an Alternate Director. 61. VALIDITY OF PRIOR ACTS OF THE BOARD No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made. CORPORATE RECORDS 62. MINUTES The Board shall cause minutes to be duly entered in books provided for the purpose: (a) of all elections and appointments of Officers; (b) of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and (c) of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board. 63. PLACE WHERE CORPORATE RECORDS KEPT Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company. 23 |
| Valaris Holdco 2 Limited 64. FORM AND USE OF SEAL 64.1. The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda. 64.2. A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose. 64.3. A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents. ACCOUNTS 65. RECORDS OF ACCOUNT 65.1. The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to: (a) all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates; (b) all sales and purchases of goods by the Company; and (c) all assets and liabilities of the Company. 65.2. Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours. 65.3. Such records of account shall be retained for a minimum period of five years from the date on which they are prepared. 66. FINANCIAL YEAR END The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year. AUDITS 67. ANNUAL AUDIT Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year. 68. APPOINTMENT OF AUDITOR 68.1. Subject to the Act, the Members shall appoint an auditor to the Company to hold office for such term as the Members deem fit or until a successor is appointed. 24 |
| Valaris Holdco 2 Limited 68.2. The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company. 69. REMUNERATION OF AUDITOR 69.1. The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine. 69.2. The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board. 70. DUTIES OF AUDITOR 70.1. The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards. 70.2. The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used. 71. ACCESS TO RECORDS The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to the books or affairs of the Company. 72. FINANCIAL STATEMENTS AND THE AUDITOR'S REPORT 72.1. Subject to the following bye-law, the financial statements and/or the auditor's report as required by the Act shall (a) be laid before the Members at the annual general meeting; or (b) be received, accepted, adopted, approved or otherwise acknowledged by the Members by written resolution passed in accordance with these Bye-laws; or (c) in circums. tances where the Company has elected to dispense with the holding of an annual general meeting, be made available to the Members in accordance with the Act in such manner as the Board shall determine. 72.2. If all Members and Directors shall agree, either in writing or at a meeting, that in respect of a particular interval no financial statements and/or auditor's report thereon need be made available to the Members, and/or that no auditor shall be appointed then there shall be no obligation on the Company to do so. 25 |
| Valaris Holdco 2 Limited 73. VACANCY IN THE OFFICE OF AUDITOR The Board may fill any casual vacancy in the office of the auditor. VOLUNTARY WINDING-UP AND DISSOLUTION 74. WINDING-UP If the Company shall be wound up the liquidator may, with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability. CHANGES TO CONSTITUTION 75. CHANGES TO BYE-LAWS No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members. 76. CHANGES TO THE MEMORANDUM OF ASSOCIATION No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a resolution of the Members. 77. DISCONTINUANCE The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act. 26 |
Exhibit 3.252
| FORMN0.6 Registration No. 56247 BERMUDA CERTIFICATE OF INCORPORATION I hereby in accordance with section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 19th day of January 2021 Valaris Holdco 2 Limited was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company. Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 19th day of January 2021 Maria Boodram for Registrar of Companies |
