IdB : Minutes EGM 10 February 2017

Blue Marlin Holdings S.A.

R.C.S. Luxembourg B 49429 Societe Anonyme

Registered Office:56, rue Charles Martel, L-2134 Luxembourg

NUMERO 328/2017

ASSEMBLEE GENERALE EXTRAORDINAIRE - REDUCTION DE CAPITAL DU 10 FEVRIER 2017

Inthe year two thousand and seventeen, on the tenth day of the month of February;

Before Us Me Carlo WERSANDT, notary residing in Luxembourg (Grand Duchy of Luxembourg), undersigned;

Is held an extraordinary general meeting (the "Meeting") of the shareholders of Blue Marlin Holdings S.A., a public limited company (societe anonyme) governed by the laws of the Grand Duchy of Luxembourg, with registered office at 56, rue Charles Martel, L-2134 Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Societes de Luxembourg) under registration number B49429, incorporated pursuant to a deed of Me Alex WEBER, notary residing in Bascharage (Grand-Duchy of Luxembourg), on November 30, 1994, published in the Memorial C, Recueil des Societes et Associations, number 99 of March 10, 1995 (the "Company") and whose articles of association (the "Articles") have been amended several times and on the most recent occasion pursuant to a notarial deed of the undersigned notary dated July 11, 2016, published in the Recueil Electronique des Societes et Associations, under reference RESA 2016 043.289 on July 21, 2016.

The Meeting is presided by Mr Rob MOOIJ, director, with professional address in The Netherlands.

The Chairman appoints as secretary Mrs Cristina BEJINARIU, employee, with professional address in Luxembourg.

The Meeting elects as scrutineer Ms. Dominique SZLACHTA, an employee of Maitland Luxembourg S.A., with professional address in Luxembourg.

The board of the Meeting having thus been constituted, the Chairman declared and requested the notary to state:

1. That the agenda of the Meeting is the following:

   AGENDA:

2. Approval of the reduction of the ordinary share capital of the Company from 4,873,930 Ordinary Shares of EUR 2.00 each to 2,436,965 Ordinary Shares of EUR 2.00 each via the redemption of 1 Ordinary Share for every 2 Ordinary Shares at an amount of EUR 16.75 per share redeemed, and cancellation of the Ordinary Shares redeemed;

3. Proxy to the Directors to determine and implement the re-imbursement of the redemption amount of 2,436,965 Ordinary Shares pursuant to resolution 1 above including the payment to Ordinary Shareholders of EUR 16.75 per Ordinary Share redeemed in the form of a reduction of capital out of which EUR

   2.00 will be funded out of share capital and the remainder of EUR 14.75 will be funded out of distributable reserves;

4. Amendment of article 5 of the articles of association of the Company to reflect the amendment which has been resolved upon pursuant to resolution 1;

5. To allocate a one off fee of EUR 100,000 to board member John Jaakke for

   his valuable contribution to the Company over the years;

6. To accept the resignation by John Jaakke as per the date of the EGM from the Board and to discharge and release from liability John Jaakke for his management of the Company until the date of resignation.

7. That the shareholders, present or represented, as well as the number of the shares held by them, are shown on an attendance list; this attendance list is signed by the shareholders present, the proxies of the represented shareholders, the members of the board of the Meeting and the officiating notary.

8. That the proxies of the represented shareholders, signed "ne varietur" by the members of the board of the Meeting and the officiating notary, will remain annexed to the present deed tobe filed at the same time with the registration authorities.

9. That sixty-one point twenty-one percent (60.21%) of the corporate capital are present or represented at the present Meeting and that the convening notices containing the agenda of the Meeting have been duly sent to all registered shareholders by registered post on 17 January 2017.

10. That the present Meeting, at which sixty-one point twenty-one percent (60..21%) of the corporate capital is present or represented, is regularly constituted and may validly deliberate on all the items of the agenda.

Then the Meeting, after deliberation, took unanimously the following resolutions:

FIRST RESOLUTION

The Meeting resolves to reduce the ordinary share capital of the Company from four million eight hundred and seventy-three thousand nine hundred and thirty (4,873,930) Ordinary Shares of two Euro (EUR 2.00) each to two million four hundred and thirty-six thousand nine hundred and sixty-five (2,436,965) Ordinary Shares of two Euro (EUR 2.00) each, via the redemption of one (1) Ordinary Share for every two (2) Ordinary Shares at an amount of sixteen Euro and seventy-five cents (EUR 16.75) per share redeemed, and to cancel the Ordinary Shares redeemed.

As a consequence of the above, the Meeting further resolves to reduce the legal reserve of the Company by an amount of four hundred and eighty-seven thousand three hundred and ninety-three Euro (EUR 487,393.00), so as to bring the legal reserve from its current amount of nine hundred and seventy-four thousand seven hundred and eighty-six Euro (EUR 974,786.00) down to four hundred and eighty-seven thousand three hundred and ninety-three Euro (EUR 487,393.00).

SECOND RESOLUTION

The Meeting resolves to empower the Directors to determine and implement the re-imbursement, pursuant to article 69 (2) of the Luxembourg Law of August 10, 1915 on commercial companies, as amended, of the redemption amount of two million four hundred and thirty-six thousand nine hundred and sixty-five (2,436,965) Ordinary Shares pursuant to agenda item 1above including the payment to Ordinary Shareholders of sixteen Euro and seventy-five cents (EUR 16.75) per Ordinary Share redeemed in the form of a reduction of capital, out of which two Euro (EUR 2.00) will be funded out of the Company's share capital and the remainder of fourteen Euro and seventy-five cents (EUR 14.75) will be funded out of the Company's distributable reserves.

THIRD RESOLUTION

The Meeting resolves to amend article 5 of the Articles to reflect the amendment which has been resolved upon pursuant to resolution 1 above, by deleting the existing sub-clause 5.1 and replacing it with the following:

"5.1 The Company has an issued capital of four million eight hundred and seventy-three thousand nine hundred and thirty Euro (EUR 4,873,930.-) divided into two million/our hundred and thirty-six thousand nine hundred and sixty-five (2,436,965) shares with a par value of two Euro (EUR 2.-) each, all of which have beenfally paid up in cash or in kind."

FOURTH RESOLUTION

The Meeting resolves to allocate a one off fee of one hundred thousand Euro

(EUR 100,000.00) to board member John JAAKKE for his valuable contribution to the Company over the years.

FIFTH RESOLUTION

The Meeting resolves to accept the resignation by John JAAKKE as per the date of the present Meeting from the Board and to discharge and release from liability John JAAKKE for his management of the Company until the date of resignation.

No further item being on the agenda of the Meeting and nobody asking to speak, the Chairman then adjourned the Meeting.

COSTS

The aggregate amount of the costs, expenditures, remunerations or expenses, in any form whatsoever, which the Company incurs or for which it is liable by reason of the present deed, is approximately evaluated at one thousand four hundred and fifty Euros.

STATEMENT

The undersigned notary, who understands and speaks English and French, states herewith that, on request of the above appearing persons, the present deed is worded in English followed by a French version; on request of the same appearing persons, and in case of discrepancies between the English and the French text, the English version will prevail.

WHEREOF the present deed was drawn up in Luxembourg, at the date indicated at the beginning of the document.

After reading the present deed to the appearing persons, known to the notary by their name, first name, civil status and residence, the said appearing persons have signed together with Us, the notary, the present deed.

Suit la version en langue francaise du texte qui precede : L'an deux mille dix-sept, le dixieme jour du mois de fevrier ;

Pardevant Nous Maitre Carlo WERSANDT, notaire de residence a Luxembourg

(Grand-Duche de Luxembourg), soussigne ;

S'est reunie l'assemblee generale extraordinaire (l' « Assemblee ») des actionnaires de Blue Marlin Holdings S.A., une societe anonyme regie par les lois du Grand-Duche de Luxembourg, ayant son siege social au 56, rue Charles Martel, L-2134 Luxembourg et immatriculee au Registre de Commerce et des Societes de Luxembourg sous le nurnero B49429, constituee selon un acte ru par Maitre Alex WEBER, notaire de residence a Bascharage (Grand-Duche de Luxembourg), en date du 30 novembre 1994, publie au Memorial C, Recueil des Societes et Associations, numero 99 du 1O