5f89e8d6-287c-4856-8de0-c9aa23284537.pdf ISLE OF MAN COMPANIES ACT 2006 MEMORANDUM AND ARTICLES OF ASSOCIATION OF BLACK SEA PROPERTY PLC

The Chambers 5 Mount Pleasant

Douglas Isle of Man

ISLE OF MAN COMPANIES ACT 2006 MEMORANDUM OF ASSOCIATION OF BLACK SEA PROPERTY PLC

  1. At the date of application the Company is incorporated in the jurisdiction of Jersey under the name The Black Sea Property Fund Limited.

  2. The Company was incorporated in Jersey on 27 January 2003.

  3. The name of the Company upon continuation in the Isle of Man shall be: Black Sea Property Plc.

  4. The first registered agent of the Company in the Isle of Man is FIM Capital Limited.

  5. The address of the Company's first registered office in the Isle of Man is at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.

  6. The Company is a company limited by shares.

  7. The Memorandum and Articles of Association of the Company may only be amended by a resolution of the members passed by a majority of at least 75% of the voting rights exercised in relation thereto.

THE COMPANIES ACT 2006 ISLE OF MAN A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF BLACK SEA PROPERTY PLC Preliminary Page Share Capital Variation of rights Share certificates Lien on shares Calls on shares Forfeiture of shares

Exclusion of Table A 1

Interpretation 1

Registered Office 6

Shares 6

Unissued shares 7

Authority to allot securities 7

Offers to members to be on a pre-emptive basis 8

Power to pay commission and brokerage 9

Alteration of share capital 9

Redemption of Shares 10

Power to reduce capital 10

Trusts not recognised 10

Variation of class rights 11

Issue of certificates 11

Charges for and replacement of certificates 12

Lien on partly paid shares 12

Enforcement of lien 12

Calls 13

Interest on calls 13

Sums treated as calls 13

Power to differentiate 13

Payment of calls in advance 13

Notice of unpaid calls 13

Forfeiture following non-compliance with notice 14

Power to annul forfeiture or surrender 14

Disposal of forfeited or surrendered shares 14

The Black Sea Property Fund Ltd. published this content on 27 May 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 31 May 2016 16:06:04 UTC.

Original documenthttp://www.blackseapropertyfund.com/downloads/bsp_plc_memorandum_and_articles_of_association.pdf

Public permalinkhttp://www.publicnow.com/view/F393B8B852AF92773DA6A505531A44A4CA43F616