<PAGE>
EXHIBIT 2.4
E T U D E
D E
Me PAUL FRIEDERS
N O T A I R E
A
L U X E M B 0 U R G
STATUTS COORDONNES
OF
STOLT-NIELSEN S.A.
ARTICLES OF INCORPORATION
RESTATED EFFECTIVE APRIL 13, 2000
(CERTIFIED BY NOTARY APRIL 28, 2000)
<PAGE>
STOLT-NIELSEN S.A.
Societe anonyme
Luxembourg, 37, rue Notre-Dame
RC Luxembourg B 12 179
Constituee sous la denomination de "STOLT TANKERS AND TERMINALS (HOLDINGS)
S.A." suivant proces-verbal documente par le ministere de Maitre Carlo FUNCK,
notaire de residence a Luxembourg en date du 5 juillet 1974, publie au R.S. du
23 septembre 1974 sous le No. 189; statuts modifies suivant actes requs par le
meme notaire FUNCK en dates des 30 juillet 1975, publie au R.S. du 8 octobre
1975 sous le No. 188 at 4 aout 1977, publie au R.S. du 9 novembre 1977 sous le
No. 258 et suivant actes regus par Maitre Paul FRIEDERS, notaire de residence a
Luxembourg, le 31 juillet 1984, publie au R.S. du 13 septembre 1984, sous le No.
245, le 31 mars 1987, publie au R.S. du 8 aout 1987, sous le No. 22o, le 19 mai
1987, publie au R.S. du 2 octobre 1987, sous le No. 27o, le 4 aout 1987, publie
au R.S., du 21 novembre 1987, sous le No. 337, le 8 octobre 1987, publie au R.S.
du 9 janvier 1988, sous le No. 7, le 8 avril 1988, publie au R.S. du 20 mai
1988, sous le No. 134, le 3 mai 1988, publie au R.S. du 31 mai 1988, sous le No.
146, le 2 septembre 1988, publie au R.S. du 7 decembre 1988, sous le No. 322, le
21 novembre 1989, publie au R.S. du 3 mai 1990, sous le No. 144, le 21 mars
1990, publie au R.S. du 9 octobre 1990, sous le numero 366, le 12 septembre
1991, publie au R.S., du 26 mars 1992, sous le No. 106, le 27 janvier 1992,
publie au R.S., du 27 juillet 1992, sous le No. 320, le 19 mai 1992, publie au
R.S., du 20 octobre 1992, sous le No. 474, le 31 juillet 1992, publie au R.S.,
du 9 decembre 1992, sous le No. 580, le 29 decembre 1992, publie au R.S., du 18
fevrier 1993, sous le No. 80, le 16 juin 1993, publie au R.S. du 7 aout 1993,
sous le No. 359, le ler mars 1994, publie au R.S. du 29 juin 1994 sous le No.
256, le 8 avril 1994, publie au R.S. du 6 septembre 1994, sous le No. 325, le 19
avril 1994
<PAGE>
publie au R.S., du 19 septembre 1994, sous le No. 346, les 7 et 9 aout 1995,
publies au R.S., du 31 octobre 1995, sous le No. 557, le 15 decembre 1995,
publie au R.S., du 8 mars 1996, sous le No. 118, le ler mars 1996, publie au
R.S., du 6 juin 1996, sous le No. 277, le 19 mars 1996 publie au R.S., du 29
juin 1996, sous le No. 317, le 20 mars 1996, publie au R.S. du 29 juin 1996,
sous le No. 317, le 20 mars 1996, publie au R.S. du ler juillet 1996, sous le
No. 319, le 7 mai 1996, publie au R.S. du 26 aout 1996, sous le No. 413, le 25
novembre 1996, publie au R.S. du 18 fevrier 1997, sous le No. 78, le 21 avril
1997, le 2 mai 1997, publies au R.S. du ler aout 1997, sous le No. 418, le 29
juillet 1997, publie au R.S. du 21 novembre 1997, sous le No. 650, le 5 novembre
1997, publie au R.S. du , sous le No et le 16 decembre 1997, publie au R.S. du
sous le No
STATUTS COORDONNES
<PAGE>
Chapter 1
Name, Registered Office, Object Duration:
Article One: A stock holding Company under Luxembourg law is
hereby established, to be called "STOLT-NIELSEN S.A."
Article Two: The Company shall have its registered office at
Luxembourg in the Grand Duchy of Luxembourg.
It may be transferred to any other place within the country
by decision of the Board of Directors.
The Board of Directors shall also have the right to set up
offices, administrative centers, agencies and subsidiaries wherever it shall see
fit, either within or outside the Grand Duchy of Luxembourg.
Should any political, economic or social events of exceptional
nature occur or threaten to occur that are likely to affect normal working
operations at the registered office or easy communications with places abroad,
the registered office may be declared provisionally transferred abroad, until
such time as circumstances have completely returned to normal.
Such a declaration as to the transfer abroad of the registered
office will be made and brought to the attention of third parties by the organ
of the Company which, in the circumstances, is best able to do so.
The general meeting of shareholders is the final judge, even a
posteriori, as to whether the above-mentioned events may have constituted a case
of force majeure.
The taking of such a step will have no effect on the
nationality of the Company which, notwithstanding the transfer abroad of the
registered office, will remain Luxembourg.
Article Three: The objects of the Company are: participation
in any manner in all commercial, industrial, financial and other enterprises of
Luxembourg or foreign nationality through the acquisition by participation,
subscription, purchase, option or by any other means of all shares, stocks,
debentures, bonds or securities; the acquisition of patents and licenses which
it will administer and exploit; it may lend or borrow with or without security,
provided that any monies so borrowed may
<PAGE>
only be used for the purposes of due Company, or companies which are
subsidiaries of or associated with or affiliated to the Company; in general it
may undertake any operations directly or indirectly connected with these objects
whilst nevertheless remaining within the limits set out by the law on holding
companies of thirty-first of July nineteen hundred and twenty-nine.
Article Four: The duration of the Company is unlimited.
Chapter 2
Capital, Shares, Bond-Issues
Article Five:
The authorised capital of the Company is fixed at one hundred
and twenty million United States Dollars (U.S.$ 120,000,000) to be represented
by (a) sixty million (60,000,000) Common Shares, no par value, and (b) sixty
million (60,000,000) Class B Shares, without par value. Any authorised but
unissued Common Shares or Class B Shares shall lapse five (5) years after
publication of the Articles of Incorporation, or any amendment thereto, in the
Memorial.
The presently recorded issued capital of the Company is fixed
at sixty-two million two hundred and sixty-six thousand nine hundred and twelve
United States Dollars (62,266,912 U.S. $) represented by thirty-one million two
hundred and eighty-six thousand five hundred and eighty-eight (31,286,588)
Common Shares of no par value and thirty million nine hundred and eighty
thousand three hundred and twenty-four (30,980,324) Class B Shares of no par
value, all of the said shares being fully paid. Notwithstanding the fact
<PAGE>
that the Common Shares and Class B Shares are without par value, One United
States Dollar (U.S.$ 1.00) shall be allocated to the "stated capital" account of
the Company at the time of issuance of any such shares.
The Board of Directors or delegate(s) duly appointed by the
Board may from time to time issue shares out of the total authorised shares at
such times and on such terms and conditions, including issue price, as the Board
or its delegate(s) may in its or their discretion resolve. The holders of Common
Shares shall be entitled to preemptive rights in respect of any future issuance
of Common Shares for cash. The holders of Class B Shares shall be entitled to
preemptive rights in respect of any future issue of Class B Shares for cash. The
holders of any class of shares shall not be entitled to preemptive rights with
respect to any other class of shares. In each case, the Board of Directors may
suppress the preemptive rights of shareholders to the extent it deems advisable.
In addition to the Common Shares and the Class B Shares,
fifteen million (15,000,000) Founder's Shares, without par value and not
forming a part of the share capital of the Company, have been authorised. SEVEN
MILLION EIGHT HUNDRED AND TWENTY-ONE THOUSAND SIX HUNDRED AND FORTY-SEVEN
(7,821,647) Founder's Shares have been issued.
<PAGE>
Article Six: Any share premium which shall be paid in
addition to the stated value of the Common Shares or Class B Shares shall be
transferred to paid-in surplus.
Article Seven: Common Shares and Class B Shares being fully
paid up shall not be subject to any restriction in respect of their transfer,
but such shares shall be subject to the restrictions on shareholding set forth
in Article 36 hereof.
Article Eight: The Common Shares, Class B Shares and Founder's
Shares (all three classes herein sometimes collectively referred to as the
"Shares" and the Common Shares and Founder's Shares herein sometimes jointly
referred to as the "Voting Shares") may be issued in registered form only.
Share certificates will be issued for Shares in such
denominations as the Board of Directors shall prescribe. The share certificates
shall be in such form and shall bear such legends and such numbers of
identification as shall be determined by the Board of Directors. The forms of
share certificates may be different in respect of the Shares entered in the
various Registers. The share certificates shall be signed manually or by
facsimile by two directors of the Company. The Board of Directors may provide
for compulsory authentication of the share certificates by the Registrar(s).
All Shares in the Company shall be registered in the
Register(s) of Shareholders which shall be kept by the persons designated
therefor by the Company and such Register(s) of Shareholders shall contain the
name of each holder of Shares, his residence and/or elected domicile, the number
of Shares held by him and the amount paid on each Share. Every transfer or
devolution of Shares shall be entered into the Register(s) of Shareholders and
every such entry shall be signed by one or more officers of the Company or by
one or more persons designated by the Board of Directors.
The Company may appoint Registrars in different jurisdictions
who will each maintain a separate Register for the Shares entered therein and
the holders of Shares may elect to be entered in one of the Registers and to be
transferred from time to time from one Register to another Register. The Board
of Directors may however restrict the ability to transfer Shares that are
registered, listed, quoted, dealt in, or have been placed in certain
jurisdictions. The transfer to the Register kept at the registered office in
Luxembourg may always be requested.
On transfers of Shares, new certificates in respect of Shares
transferred and retained respectively shall be issued in each case without
charge.
Transfers of Shares shall be effected upon delivery of the
certificate or certificates representing such Shares to the Registrar together
with (i) a stock power or other instrument: of transfer satisfactory
<PAGE>
to the Company, (ii) a written declaration of transfer inscribed in the Register
of Shareholders, dated and signed by the transferor and transferee, or by
persons holding suitable powers of attorney to act therefor or (iii) with the
form of endorsement which may be provided on the certificate duly completed and
executed, in each case in such form and with such evidence of authority as shall
be satisfactory to the Company.
Except as provided in Chapter 7 hereof, the Company may
consider the Person in whose name the Shares are registered in the Register of
Shareholders as the full owner of such Shares. The Company shall be completely
free from every responsibility in dealing with such Shares towards third parties
and shall be justified in considering any right, interest or claims of such
third parties in or upon such Shares to be non-existent, subject, however, to
any right which he might have, to demand the registration or change in
registration of Shares.
In the event that a holder of Shares does not provide an
address to which all notices or announcements from the Company may be sent, the
Company may permit a notice to this effect to be entered into the Register(s) of
Shareholders and such holder's address will be deemed to be at the registered
office of the Company or such other address as may be so entered by the Company
from time to time, until a different address shall be provided to the Company by
such holder. The holder may, at any time, change his address as entered in the
Register(s) of Shareholders by means of written notification to the Registrar.
Lost, stolen or mutilated share certificates will be replaced
by the Registrar who issued the share certificates in the first place upon such
evidence, undertakings and indemnities as may be deemed satisfactory to the
Company, provided that mutilated share certificates shall be delivered before
new share certificates are remitted.
Article Nine: Each Common Share and each Founder's Share shall
be entitled to one vote at all meetings of shareholders, except as may be
otherwise provided in these Articles of Incorporation or by applicable law.
Class B Shares are non-voting shares and shall not be entitled
to vote at meetings of shareholders unless such right is granted by applicable
law. In such cases where the Class B Shares are granted the right to vote, each
Class B Share shall also be entitled to one vote. The Class B Shares will in
such a case vote with the Shares as one class unless applicable law would call
for a class vote. For the avoidance of doubt, it is specified that the Class B
Shares will not, under the provisions of the Articles of Incorporation, meet and
vote as a class.
The affirmative vote of the holders of a 2/3 majority of all
outstanding Shares, considered for the purposes of this Article 9 as one class,
and the affirmative vote of the holders of a 2/3 majority of the
<PAGE>
outstanding Shares of each class, except as hereinafter provided, shall be
required:
(a) to authorise and adopt any agreement for the merger or
consolidation of the Company or any Subsidiary (as defined herein) with or into
any other Person (as defined herein);
(b) to authorise (x) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition by the Company or any Subsidiary of all or
a Substantial Part (as defined herein) of the assets of the Company to any
Person, or (y) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of any assets of any Person to the Company or any Subsidiary in
exchange for securities of the Company;
(c) to adopt any plan or proposal for the liquidation,
dissolution or winding up of the Company or any Subsidiary representing a
Substantial Part of the Company;
(d) to authorise any reclassification of securities (including
any reverse stock split), or recapitalization of the Company, or any merger,
consolidation, or share exchange of the Company with any of its Subsidiaries or
any other transaction (whether or not with or into or otherwise involving
another Person) which has the effect, directly or indirectly of increasing the
proportionate share of the outstanding Voting Stock or securities convertible
into Voting Stock or the equity securities of any Subsidiary beneficially owned
by any other Person;
(e) to authorise any Leveraged Transaction (as defined
herein); or
(f) to enter into, terminate or modify in any material respect
any management agreement covering executive officers and/or directors of the
Company and/or any Subsidiary accounting for a Substantial Part of the Company,
or which relates to more than a Substantial Part of the business of the Company.
Such affirmative votes shall be in addition to the vote of the
holders of the shares of the Company otherwise required by law, any other
provision of these Articles, or any agreement between the Company and any
securities exchange or equivalent governmental or non-governmental body.
The provisions of this Article 9 shall not be applicable to
any transaction referred to above in (a) through (f) to which the holders of the
outstanding Founder's Shares shall have given unanimous consent at a class
meeting, in which case the quorum and voting requirements of the laws of
Luxembourg shall apply.
The Board of Directors shall have the power and duty to
determine, for the purposes of this Article 9 and on the basis of the
information known to it, whether the assets that are the subject of any
<PAGE>
transaction referred to above in (a) through (f) equal or exceed a Substantial
Part of the Company. The Board of Directors shall vote the shares of each
Subsidiary, and shall direct the Board of Directors and officers of each
Subsidiary, so as to carry out the provisions of this Article 9.
No amendment to the Articles of Incorporation shall amend,
alter, change or repeal any of the provisions of this Article 9, unless the
proposal effecting such amendment, alteration, change or repeal shall receive
the affirmative vote of both (i) the holders of a 2/3 majority of the
outstanding Shares voting as a single class, and (ii) the holders of a 2/3
majority of the outstanding Shares of each class, or Articles 32 or 34 to
increase the annual amount of dividend or the amount of distribution per
Founder's Share, unless the proposal effecting such increase shall receive the
affirmative vote of both (x) the holders of a 2/3 majority of the outstanding
Shares voting as a single class, and (y) the holders of a 9/10 majority of the
outstanding Shares of each class.
Article Ten: The share capital of the Company may be
increased or reduced by resolution of shareholders adopted in the manner
required for the amendment of these Articles of Incorporation.
In addition, the Board is instructed and authorised to proceed
to increase the share capital by issuance of such Common Shares or Class B
Shares within the limits of the authorised capital, such increase to be made in
one or more installments on such conditions as the Board shall determine from
time to time. The Board may delegate to any officer of the Company or to any
other person the duties of accepting subscriptions and receiving payments for
the Common Shares and/or Class B Shares representing part or all of such
increased amount of capital and to have any consequential amendment to these
Articles of Incorporation (including the proportionate increase in Founder's
Shares) witnessed by notarial deed.
If, after the original issuance of the Founder's Shares
authorised Voting Shares and any other class of shares that carry voting rights
and may be authorised and issued in the future shall be from time to time issued
for any corporate purpose, including pursuant to the exercise of options granted
under an employees' stock option plan or similar arrangement, then the Company
shall issue an additional number of free Founder's Shares to the holders of
outstanding Founder's Shares, on a proportionate basis, so that the Founder's
Shares shall equal at all times in the aggregate 20% of all such outstanding
Shares and other shares. If the outstanding Shares and other shares shall at any
time be changed or exchanged by a share dividend declaration, split-up,
combination of shares, recapitalization, merger, consolidation, or other
corporate reorganization in which the Company is the surviving corporation, the
number of outstanding Founder's Shares shall be adjusted so as to maintain the
proportionate relationship of the number of outstanding Founder's Shares and
outstanding Voting Shares and other shares, on the basis of the former
constituting 20% of the latter.
<PAGE>
Article Eleven: The Shares shall be indivisible as far as
the Company is concerned. Only one titleholder will be recognized in connection
with each Share.
If any Share shall be held by more than one person, the
Company has the right to suspend the exercise of all rights attached to the
Shares until one person has been appointed titleholder with regard to such
share(s).
The same rule shall apply in the case of a conflict between an
usufructuary and a bare owner or between a pledgor and a pledgee.
The Company shall not issue fractions of Shares. The Board of
Directors shall be authorised at its discretion to provide for the payment of
cash or the issuance of script in lieu of any fraction of a Share.
Article Twelve: The Board of Directors may decide the issuance
of bonds and debentures not containing an element of stock, which may be in
bearer or other form in any denomination or denominations and payable in any
currency or currencies.
The Board of Directors shall fix the rate of interest,
conditons of issue and repayment and all other terms and conditions thereof.
The bonds and debentures must be signed by two Directors
manually or by facsimile.
Chapter 3
Administration and Control
Article Thirteen: The Company shall be managed by a Board of
Directors composed of members who need not be shareholders of the Company.
The Board of Directors shall be composed of at least 3 and not
more than 9 persons and shall be elected by a simple majority of the outstanding
Shares for a period not exceeding 6 years and until their successors are
elected, provided, however, that any one or more of the directors may be removed
with or without cause by the votes of the holders of more than 50 per cent of
the shares present or represented at a meeting.
To be considered for election, the names of candidates for
nomination to the Board of Directors shall be deposited together with written
acceptance of the proposed candidates, at the registered office
<PAGE>
of the Company or with the Chairman of the Company at least one month before the
date set for the meeting at which the Directors shall be elected. No such
deposit shall be required for the reelection of directors in office.
In the event of a vacancy in the office of a director because
of death, retirement, resignation or dismissal, the remaining members of the
Board and the Statutory Auditor can fill such vacancy and appoint a member to
act until the next general meeting of shareholders, which shall confirm each
appointment. If the exercise of the powers conferred hereby upon a Statutory
Auditor would conflict with the independence of such Auditor under the
requirements of any regulatory authority having jurisdiction over the Company
because of the distribution of the Voting Shares of the Company, the vacancy may
not be so filled but the election of a replacement will be referred to the
meeting of shareholders.
Article Fourteen: The Board of Directors will elect, from its
members, a chairman who shall preside over all meetings of the Board of
Directors and of shareholders including class meetings. In his absence, the
Chairman shall appoint a designee for such purposes.
The Board may also, in conformity with the provisions of
article sixty of the law on trading companies, delegate the daily management of
the business of the Company, as well as the power to represent the Company in
its daily business, to executive committees, individual directors, the chairman,
managing directors or other agents, who need not be shareholders. The Board will
fix the conditions of appointment and dismissal as well as the remuneration and
powers of any person or persons so appointed.
The delegation of such powers to a member of the Board of
Directors of the appointment of directors to any executive committee requires
the prior authorization of the general meeting of shareholders. The Board of
Directors may elect a secretary of the Company, and, as it shall see fit, an
appropriate number of assistant-secretaries. Neither the secretary nor the
assistant-secretaries need be members of the Board of Directors.
Article Fifteen: The Board of Directors shall meet upon call
by the Chairman or any two directors. Notice of any meeting must be given by
letter, cable, telegram, telex or telefax advice to each director seven days
before the meeting, except in the case of an emergency, in which event a one-day
notice shall be sufficient.
Any director may act at any meeting of the Board of Directors
by appointing in writing or by cable, telegram, telex or telefax another
director as his proxy.
Decisions of the Board shall be taken by a majority of the
votes cast by the directors present or represented at the meeting.
<PAGE>
Resolutions signed by all members of the Board will be as
valid and effective as if passed at a meeting duly convened and held. Such
signatures may appear on a single document or multiple copies or an identical
resolution and may be evidenced by letters, cables, telexes or faxes.
Article Sixteen: The minutes of any meeting of the Board of
Directors shall be signed by the Chairman and the Secretary of the meetings.
Copies or extracts of such minutes which may be produced in
judicial proceedings or otherwise shall be signed by the Chairman or two
directors or the secretary or any assisant secretary.
Article Seventeen: The Board of Directors is vested with the
broadest powers to manage the business of the Company and to authorise and/or
perform all acts of disposal and administration falling within the purposes of
the Company.
All powers not expressly reserved by the law or by the
statutes of the Company to the general meeting or to the general council shall
be within the competence of the Board of Directors.
Except as otherwise provided herein or by law, the Board of
Directors of the Company is hereby authorised to take such action (by resolution
or otherwise) and to adopt such provisions as shall be necessary or convenient
to implement further the terms of these Articles or as shall be necessary or
convenient for the purpose of maintaining the status of the Company as a
publicly traded company.
Article Eighteen: The signature by the Chairman or the joint
signatures of any directors shall in all cases bind the Company against third
parties whether or not powers have been specifically delegated for that purpose.
This provision is without prejudice to the provisions for the delegation of
powers and the conferring of mandates by the Board of Directors provided in
these Articles of Incorporation.
Article Nineteen: No contract or other transaction between the
Company and any other corporation or entity shall be affected or invalidated by
the fact that any one or more of the directors or officers of the Company is
interested in or is a director or employee of such other corporation or entity.
Any director or officer of the Company who serves as director, officer or
employee of any corporation or entity with which the Company shall contract or
otherwise engage in business shall not by reason of such affiliation with such
other corporation or entity be prevented from considering and voting or acting
upon any matters with respect to such contracts or other business.
All transactions, deeds and acts between the Company and any
shareholder, or with any company which is directly or indirectly controlled by a
shareholder, or in which a shareholder has a direct or
<PAGE>
indirect interest in or a commercial relationship with, shall be carried out on
an arm's length basis.
In the event that any director or officer of the Company shall
have any personal interest in any transaction of the Company, such director or
officer shall make known to the Board of Directors such personal Interest and
shall not consider or vote on such transaction, and such transaction and such
director's or officer's interest therein shall be reported to the next
succeeding meeting of shareholders.
Article Twenty: Subject to the exception and limitations
listed below:
(i) Every person who is, or has been, a director or
officer of the Company shall be indemnified by the
Company to the fullest extent permitted by law
against liability and against all expenses reasonably
incurred or paid by him in connection with any claim,
action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his
being or having been such director or officer and
against amounts paid or incurred by him in the
settlement thereof.
(ii) The words "claim", "action", "suit" or "proceeding"
shall apply to all claims, actions, suits or
proceedings (civil, criminal or otherwise including
appeals) actual or threatened and the words
"liability" and "expenses" shall include without
limitation attorneys' fees, costs, judgments, amounts
paid in settlement and other liabilities.
No indemnification shall be provided to any director or
officer:
(i) Against any liability to the Company or its
shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(ii) With respect to any matter as to which he shall
have been finally adjudicated to have acted in bad
faith and not in the interest of the Company; or
(iii) In the event of a settlement, unless the settlement
has been approved by a court of competent
jurisdiction or by the Board of Directors.
The right of indemnification herein provided shall be
severable, shall not affect any other rights to which any director or officer
may now or hereafter be entitled, shall continue as to a person who has ceased
to be such director or officer and shall inure to the benefit of
<PAGE>
the heirs, executors and administrators of such a person. Nothing contained
herein shall affect any rights to indemnification to which corporate personnel,
including directors and officers, may be entitled by contract or otherwise under
law.
Expenses in connection with the preparation and representation
of a defense of any claim, action, suit or proceeding of the character described
in this Article 20 may be advanced by the Company prior to final disposition
thereof upon receipt of any undertaking by or on behalf of the officer or
director, to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Article 20.
Article Twenty-One: The audit of the Company's affairs will
be made by Statutory Auditor, who need not be a shareholder and who shall be
elected by the general meeting of shareholders for a period of one year or until
his successor is elected.
Any Statutory Auditor so elected may be removed at any
general meeting.
The Statutory Auditor shall be eligible for reelection.
Article Twenty-Two: The general meeting will advise on the
remunerations to be paid to the directors and Statutory Auditor of the Company
and such amounts shall be charged to general expenses.
Chapter 4
General Meeting
Article Twenty-Three: The general meeting properly constituted
represents the whole body of shareholders and its decisions are binding on
shareholders who are absent, opposed or abstaining from voting.
The general meeting has the broadest powers to do or ratify
all acts which concern the Company.
Article Twenty-Four: In addition to all extraordinary general
meetings which may be called as often as the interests of the Company may
demand, and which may be held in Luxembourg or elsewhere for the convenience of
shareholders, an ordinary general meeting must be held every year in the
municipality in which the registered office is located, either at the registered
office or where indicated in the notice of meeting at two o'clock post-meridien
on the last business day in July.
The general ordinary meeting will hear the statement of the
Board of Directors and the Statutory Auditor, vote on the adoption of the report
and accounts and on the distribution of the profits, proceed
<PAGE>
to make all nominations required by the Articles of Incorporation, act on the
discharge of the directors and the Statutory Auditor and take such further
action on other matters that may properly come before it.
Article Twenty-Five: The Board of Directors shall be
responsible for calling both ordinary and extraordinary general meetings.
The Board shall be obligated to call a general meeting, to be
held within thirty (30) days after receipt of such request, whenever a group of
shareholders representing at least one-fifth of the issued and outstanding
shares entitled to vote thereaft requests such a meeting in writing indicating
the agenda thereof. General meetings may also be called by the Chairman or by
any two Directors.
Notices for general meetings shall be given by mail first
class, postage prepaid to all holders of Common Shares, Class B Shares and
Founder's Shares sent to the address recorded in the Register, and posted not
later than twenty days before the date set for the meeting. Notices shall be
deemed to be given when deposited in the mail as aforesaid.
If the entire issued share capital is represented, the
proceedings of the general meeting will be deemed valid even if no notice has
been issued beforehand.
A shareholder may be represented at a general meeting by a
proxy who need not be a shareholder. Written proxies for any general meeting of
shareholders shall be deposited with the Company at its registered office or
with any Board member at least 5 days before the date set for the meeting.
During meetings, each member of the meeting shall have as many
votes as the number of Common Shares or Founder's Shares (or in the case where
they are entitled to vote, the number of Class B Shares) that he represents,
both in his name and as proxy.
Article Twenty-Six: The meeting of shareholders shall be
presided over by the Chairman of the Board of Directors or, in his absence, by a
Director or other person appointed by the Board, who shall appoint a secretary.
The participants in the meeting may, if they deem fit, choose
from their own number, two scrutineers. The other members of the Board of
Directors present will complete the bureau of the meeting. A record will be
taken of those holders of Shares present and represented, which will be
certified as correct by the bureau.
Article Twenty-Seven: The Board of Directors may close the
Registers of Shareholders of the Company for a period not exceeding sixty days
preceding the date of any meeting of shareholders or the date for payment of
any dividend or the date for the allotment of rights or the
<PAGE>
date when any change or conversion or exchange of shares shall go into effect,
or for a period not exceeding sixty days in connection with obtaining the
consent of shareholders for any purpose. In lieu of closing the Registers of
Shareholders as aforesaid, the Board of Directors may fix in advance a date, not
exceeding sixty days preceding the date of any meeting of shareholders or the
date for the payment of any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of shares shall go into
effect, or may fix a date in connection with obtaining any consent of
shareholders, as a record date for the determination of the shareholders
entitled to notice and to vote at any such meeting and any adjournment thereof,
or to receive payment of any such dividend, or to receive any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of shares or to give such consent. Only such shareholders as shall be
shareholders of record at the close of business on the date of such closing of
the Registers of Shareholders or on such record date shall be entitled to notice
of and to vote at such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any shares on the register of the Company after any such closing or
record date.
Article Twenty-Eight: The Articles may be amended from time
to time by a resolution of the shareholders subject to the quorum and voting
requirements provided by the law of Luxembourg and as may otherwise be provided
herein.
Article Twenty-Nine: The general meeting of shareholders shall
only discuss such business as indicated in the agenda and only vote on such
resolutions as shall be set forth or summarized in the agenda.
The proceedings of general meetings will be recorded in
minutes which need not be authenticated by a notary.
If the minutes of a general meeting are not authenticate they
must be inscribed in a special register and shall be signed by the bureau and
the shareholders or the shareholders representatives who express the desire so
to do.
Duplicates, copies or extracts from minutes inscribed on the
register for the use of third parties or in court must be certified as true and
accurate by the Chairman of the Board of Directors or by two directors.
<PAGE>
Chapter 5
Trading Year, Annual Report,
Distribution of Profits and the Reserves
Article Thirty: The trading year runs from the first-of
December to the thirtieth of November both inclusive, every year.
Article Thirty-One: Each year, as of the thirtieth of
November, the Board of Directors will draw up the Balance Sheet which will
contain a record of the property of the Company together with its debts and
liabilities and be accompanied by an annex containing a summary of all the
commitments and debts of the directors or the Statutory Auditor to the Company.
At the same time the accounts will be closed and the Board of
Directors will prepare a Profit and Loss Statement for the last trading year.
The Board of Directors Report shall be annexed to such Balance
Sheet and Profit and Loss Statement and these reports and documents shall
contain the details required by the law applicable to the Company. A copy of all
such documents shall be forwarded, at least twenty (20) days before the date
fixed for the general meeting to which they are to be submitted, to all
shareholders.
Article Thirty-Two: The credit balance of the Profit and Loss
Statement, after deducting the general expenses, social charges, write-offs and
provisions for past and future contingencies shall constitute the net profit of
the Company.
At least five percent of the net profit will be deducted in
order to build up the legal reserve, this deduction shall cease to be obligatory
when the legal reserve is equal to one-tenth of the capital. Any paid-in surplus
may be allocated to the legal reserve or may be applied towards the payment of
dividends on Common Shares or Founder's Shares or to offset capital losses
(whether realised or unrealised) or to capitalise the par value of any free
Common Shares or Class B Shares.
The remaining balance of the net profit shall be at the
disposal of the general meeting.
Dividends which may be allocated shall be paid at the places
and on the dates decided by the Board of Directors. Common Shares, Class B
Shares and Founder's Shares shall participate in annual dividends, if any are
declared by the Company, in the following order of priority:
- ten per cent (10%) of the stated value thereof to Class B
Shares as the preferred dividend;
<PAGE>
- U.S. $ 0.005 per share to Founder's Shares and Common
Shares equally;
- U.S. $ 0.095 per share to Common Shares; and
- thereafter, Common Shares and Class B Shares shall
participate equally in all further amounts.
Class B Shares being non-voting shares shall also be entitled
to such other priorities and preferences concerning accrued but unpaid dividends
for past years as shall be provided by applicable law.
The general meeting may authorise the Board of Directors to
pay dividends in any other currency from that in which the Balance Sheet is
drawn up and to make a final decision on the exchange rate of the dividend into
the currency in which payment will actually be made.
Interim dividends may be declared and paid by the Board of
Directors subject to complying within the conditions laid down by law.
Chapter 6
Dissolution, Liquidation
Article Thirty-Three: In the event of the dissolution of the
Company for whatever reason or whatever time, the liquidation will be performed
by liquidators appointed by the general meeting, or, if no liquidators are so
appointed, by the Board of Directors then in office who will be endowed with the
powers provided by articles 144 et seq. of the Luxembourg Company Law of the
tenth of August, nineteen hundred and fifteen.
Article Thirty-Four: Once all debts, charges and liquidation
expenses have been met, any balance resulting shall be paid to the holders of
Common Shares, Class B Shares and Founder's Shares in the following order of
priority:
- Class B Shares to the extent, if any, of accrued and unpaid
dividends on such shares, and thereafter ratably to the full aggregate issuance
price thereof;
- Common Shares ratably to the extent of the stated value
thereof;
- Common Shares and Founder's Shares participate equally up
to U.S.$ 0.05 per share;
- Common Shares ratably to the full aggregate issue price
thereof; and
<PAGE>
- thereafter Common Shares and Class B Shares participate
equally in all remaining assets.
Class B Shares being non-voting shares shall also be entitled
to such other priorities and preferences concerning liquidation as shall be
provided by applicable law.
Chapter 7
Merger and Compulsory Conversion
Article Thirty-Five:
If the Company merges, consolidates or enters into any similar
transaction with another entity where such other entity will remain the
surviving entity, (i) the holders of Class B Shares shall be entitled to receive
consideration which is not less per share than the per share consideration, if
any, received by any holder of Common Shares in such transaction and (ii) the
Class B Shares and Common Shares held by holders other than holder(s) of
Founder's Shares shall be entitled to receive consideration which is no less per
share than the consideration per share received by the holder(s) of Founder's
Shares, the latter per share amount to be determined by dividing the aggregate
of all consideration received by such holder(s) for all shares owned by them,
including Founder's Shares, by the total number of Common Shares and Class B
Shares which they own.
Article Thirty-Six:
If the Board of Directors of the Company determines it is in
the best interest of the Company to issue further Class B Shares, and such
issuance would result in the number of Class B Shares to exceed the number of
Common Shares, then the Board of Directors of the Company can
<PAGE>
direct the Class B Shares held by either (i) Jacob Stolt-Nielsen, Jr. and family
or affiliate entity or (ii) Stolt Parcel Tankers Inc. be converted into Common
Shares of the Company on a share-for-share basis, it being specified for the
avoidance of doubt that in such a case additional Founder's Shares shall be
issued as provided in Article 10, 3rd par.
Chapter 8
Conversion of Common Shares into Class B Shares and Restriction
on Shareholdings
Article Thirty-Seven:
If the Board of Directors of the Company determines it is in
the best interest of the Company to convert Common Shares into Class B Shares,
and the resulting number of issued Class B Shares will not exceed the number of
issued Common Shares, then the Board of Directors can direct the Company to make
an offer to all holders of Common Shares of the Company to permit the conversion
of such Common Shares into Class B Shares of the Company on a share-for-share
basis, and otherwise on such terms and conditions as the Board of Directors
shall determine.
Article Thirty-Eight:
(a) In recognition of the fact that certain
shareholdings may threaten the Company with Imminent
and Grave Damage (as defined hereinafter), including,
but not limited to, that arising from adverse tax
consequences, a hostile takeover attempt or adverse
governmental sanctions, the following restrictions
shall apply to all persons who become Shareholders on
or after September 1, 1987:
(i) No person shall own, directly or
indirectly, more than 20% of the
outstanding Shares unless such
ownership shall have been approved
in advance by the Board of
Directors;
(ii) No U.S. person (as defined
hereinafter) shall own, directly
or indirectly, more than 9.9% of the
Shares; and
(iii) No more than 49% of the Shares, in
the aggregate (including for these
purposes the Shares of U.S.
Persons who were Shareholders as of
August 31, 1987), shall be owned by
U.S. persons at any one time; and
(iv) No more than 49.9% of the Shares,
in the aggregate, shall be owned by
either Norwegian Persons or Swedish
Persons (as such terms are defined
hereinafter) at any one time.
In addition, the Board of Directors may
further restrict, reduce or prevent the
ownership of Shares by any Person or by one
or more Persons of a given nationality
and/or domiciled in a given country, if it
appears to the Board that such ownership may
threaten the Company with Imminent and Grave
Damage.
<PAGE>
(b) For the purposes of implementing and enforcing
the terms hereof the Board of Directors may, and
may instruct any officer, director or employee of the
Company, to do any one or more of the following to
the extent deemed appropriate:
(i) decline to issue any shares and
decline to register any transfer of
shares where it appears to it that
such registration or transfer would
or might result in beneficial
ownership of such shares by a
Person who is precluded from
holding shares or acquiring
additional shares in the Company;
(ii) at any time require any Person
whose name is entered in, or any
Person seeking to register the
transfer of shares on, the Register
of Shareholders to furnish it with
any information, supported by
affidavit, which it may consider
necessary for the purpose of
determining whether or not
beneficial ownership of such
shareholder's shares rests or will
rest in a Person who is precluded
from holding shares or a proportion
of the capital of the Company;
(iii) where it appears to the Board that
any Person who is precluded in
whole or in part from holding
shares in the Company, either alone
or in conjunction with any other
person, is a beneficial owner of
shares in excess of the amount such
Person is permitted to hold,
compulsorily purchase from any such
shareholder or shareholders any or
all shares held by such shareholder
or shareholders as the Board may
deem necessary or advisable in
order to satisfy the terms of these
Articles; and
(iv) decline to accept the vote of any
Person who is precluded from
holding shares in the Company at
any meeting of shareholders of the
Company in respect of the shares
which he is precluded from holding.
(c) Any purchases pursuant to Subsection (b) above
shall be effected in the following manner:
1) The Company shall serve a notice
(hereinafter called a "Purchase
Notice") upon the shareholder or
shareholders appearing in the
Register of Shareholders as the
owner of the shares to be purchased
specifying the shares to be
purchased as aforesaid, the price
to be paid for such shares, and the
place at which the purchase price
in respect of such shares is
payable. Any such notice may be
served upon such shareholder or
shareholders by posting the same in
a prepaid registered envelope
addressed to each such shareholder
at his latest address known to or
appearing in the books of the
Company. The said shareholders
shall thereupon forthwith be
obliged to deliver to the
<PAGE>
Company the share certificate or
certificates representing the
shares specified in the Purchase
Notice. Immediately after the close
of business on the date specified
in the Purchase Notice, each such
shareholders shall cease to be the
owner of the shares specified in
such notice and his name shall be
removed from the Company's Register
of Shareholders.
2) The price at which the shares
specified in any Purchase Notice
shall be purchased (herein called
the "purchase price") shall be an
amount equal to the lesser of (A)
the aggregate amount paid for the
shares (if acquired within the
preceding twelve months from the
date of any such Purchase Notice)
or (B) in case the shares of the
Company shall be listed on any
exchange or otherwise quoted in any
market (including, but not limited
to, the National Association of
Securities Dealers Automatic
Quotation System in the United
States), the last price quoted for
the shares on the business day
immediately preceding the day on
which the notice is served, or if
the shares shall not be so listed
or quoted, the book value per share
determined by the auditors of the
Company for the time being on the
date as of which a balance sheet
was most recently prepared prior to
the day of service of the Purchase
Notice; provided, however, that the
Board may cause the amount
calculated under clause (B) hereof
to be paid in situations where
clause (A) would otherwise apply
and would result in a lower
purchase price if the board
determines that inequities would
otherwise result after taking into
account the following as to any
such Shareholder so affected: (i)
length of time the affected shares
were held; (ii) the number of
shares so affected; (iii) whether
such shareholdings would have
resulted in Imminent and Grave
Damage to the Company and the
circumstances relating thereto; and
(iv) any other situations or
circumstances which the Board may
legally consider in making such a
determination.
3) Payment of the purchase price will
be made to the owner of such shares
in U.S. Dollars except during
periods of U.S. Dollar exchange
restrictions (in which case the
currency of payment shall be at the
Board's discretion, and will be
deposited by the Company with a
bank in Luxembourg or elsewhere (as
specified in the Purchase Notice)
for payment to such owner upon
surrender of the share certificate
<PAGE>
or certificates representing the
shares specified in such notice.
Upon deposit of such price as
aforesaid, no person interested in
the shares specified in such
Purchase Notice shall have any
further interest in such shares or
any of them, or any claim against
the Company or its assets in
respect thereof, except the right
of the shareholder appearing as the
owner thereof to receive the price
so deposited (without interest)
from such bank upon effective
surrender of the share certificate
or certificates as aforesaid.
4) The exercise by the Board of the
powers conferred by this Article
shall not be questioned or
invalidated in any case on the
ground that there was insufficient
evidence of ownership of shares by
any Persons or that the true
ownership of any shares was
otherwise than appeared to the
Board at the date of any Purchase
Notice or on the ground that
payment of the purchase price or
the accomplishment of the other
formalities or requirements had to
be deferred until such time
appropriate corporate actions had
been taken to legally permit the
perfection of the repurchase,
provided that in such case the said
powers were exercised by the Board
in good faith.
(d) For the purposes of this Article 37 any Person
holding shares in its name solely as depositary or
nominee in the ordinary course of its business and
without any beneficial interest therein shall not be
deemed to be a holder of such shares, provided such
depositary shall disclose the name and particulars of
the beneficial owner of such shares immediately upon
request by the Company.
(e) The restrictions and remedial actions referred to
in subsections (a), (b) and (c) of this Article 37
shall not apply to any Person who was a Shareholder
of the Company as of August 31, 1987, or any
Affiliate or Associate of such person, except in the
case of Shareholders of any publicly traded company
who are deemed to be such Persons (or any Affiliates
or Associates of such Persons) solely as a result of
their shareholdings in such publicly traded company.
For the purpose of applying the August 31,
1987 date, all transfers having occurred following.
bequest, gift, inheritance or contribution to, or
distribution from Affiliates and Associates shall
be disregarded.
<PAGE>
Chapter 9
Definitions
Article Thirty-Nine: Except as otherwise provided herein
the provisions of the Luxembourg Company Law of 10th August 1915, as amended,
will apply.
In the event that any one or more provisions contained in the
Articles shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of the Articles and the Articles shall be construed as if
such invalid, illegal or unenforceable provision were not contained herein.
Article Forty: For the purpose of these Articles:
(a) An "Affiliate" of, or a Person "affiliated" with, a
specified Person, is a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.
(b) The term "Associate" used to indicate a relationship with
any Person, means (1) any corporation or organization (other than the Company or
a Subsidiary of the Company) of which such person is an officer or partner or
is, directly or indirectly, the beneficial owner of 10 percent or more of and
class of equity securities, (2) any trust or other estate in which such Person
has a substantial beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity, and (3) any relative or spouse of
such Person, or any relative of such spouse, who has the same home as such
Person or who is a director or officer of the Company or any of its parents or
subsidiaries.
(c) "Fair Market Value" means, in the case of assets of the
Company, the net book value therefor as reflected in the consolidated balance
sheet of the Company as at the end of its last fiscal year for which audited
financial statements are available prior to the date of any such determination,
and in all other cases the fair market value of the property on the date in
question as determined by the Board of Directors.
(d) "Imminent and Grave Damage" shall have the meaning given
thereto under the Luxembourg Company Law of August 30, 1915, as amended.
(e) "Leveraged Transaction" means any transaction, or group of
transactions, pursuant to which the Company, directly or indirectly, (i) borrows
money in an amount that exceeds a Substantial Part of the Company, or (ii)
pledges or mortgages any assets of the Company for the direct or indirect
purpose of raising money, or sells, transfers or otherwise disposes of any
assets of the Company having a total value in excess of the amount specified in
clause (i) where such transaction is
<PAGE>
entered into for the purpose, directly or indirectly, of financing,
prospectively or retrospectively, a purchase of Shares by any Person which has
the effect of increasing the proportion of the outstanding shares of any class
of Shares or securities convertible into voting Shares beneficially owned by
such Person.
(f) "Person" means any individual, firm, corporation or other
entity, and shall include any Affiliate or Associate of such Person and any
group comprised of any Person and any other Person with whom such Person or any
Affiliate or Associate of such Person has any agreement, arrangement or
understanding, directly or indirectly, for the purpose of acquiring, holding,
voting or disposing of Shares.
(g) "Subsidiary" means any corporation with respect to which
the Company beneficially owns securities that represent a majority of the votes
that all holders of securities of such corporation can cast with respect to
elections of directors.
(h) "Substantial Part" of the Company means more than twenty
percent (20%) of the Fair Market Value of the Company's assets; for the purposes
of determining whether a sale of assets of the Company is involved in any
proposed action, the sale of a majority of the outstanding capital stock, or any
part thereof entitled to block any significant action, of any Subsidiary,
Affiliate or Associate of the Company, shall be deemed to be a sale of the
assets of such entity.
(i) "U.S. Person" means (a) an individual who is a citizen or
resident of the United States; (b) a corporation, partnership, association or
other entity organised or created under the laws of the United States or any
state or subdivision thereof; (c) an estate or trust subject to United States
federal income tax without regard to the source of its income; (d) any
corporation or partnership organised or created under the laws of any
jurisdiction outside of the United States if any of its shareholders or partners
are, directly or indirectly, U.S. Persons as defined under clauses (a) through
(c) above; (e) any trust or estate, the income of which from sources without the
United States which is not effectively connected with the conduct of a trade or
business within the United States is not inclusive in gross income for United
States Federal income tax purposes, with respect to which there is a beneficiary
which is a U.S. Person as defined under clauses (a) through (c) above; or (f)
any corporation organised or created under the laws of any jurisdiction outside
the United States, any of the outstanding capital stock of which is subject to
an option to acquire such stock held directly by a U.S. Person as defined in
clauses (a) through (c) above, and "United States" and "U.S." means the United
States for America, its territories, possessions and areas subject to its
jurisdiction.
(j) "Norwegian Person" means (i) an individual who is a
citizen or resident of Norway; (ii) a corporation, partnership, association or
other entity organised or created under the laws of Norway; (iii) an estate or
trust subject to Norwegian income tax without regard to the source of its
income; and (iv) any corporation or partnership organised or created under the
laws of
<PAGE>
any jurisdiction outside of Norway if any of its shareholders or partners are,
directly or indirectly, Norwegian Persons as defined under clauses (i) through
(iii) above.
(k) "Swedish Person" means (i) an individual who is a citizen
or resident of Sweden; (ii) a corporation, partnership, association or other
entity organised or created under the laws of Sweden; (iii) an estate or trust
subject to Swedish income tax without regard to the source of its income; and
(iv) any corporation or partnership organised or created under the laws of any
jurisdiction outside of Sweden if any of its shareholders or partners are,
directly or indirectly, Swedish Persons as defined under clauses (i) through
(iii) above.
(1) References to "dollars", "U.S. dollars" or to "cents"
shall mean the currency of the United States of America.
(m) References to "free" shares, whether Founder's or Common,
shall be to shares issued pursuant to the terms hereof without cash
consideration, e.g., in the case of share dividends and issuances of Founder's
Shares to maintain the 20% level referred to in Article 10.
These articles of incorporation are worded in English followed
by a French translation and in case of any divergence between the English and
the French text, the English text shall prevail.
