Logwin : Articles and Memorandum of Association as of April 16, 2024 (

Articles and

Memorandum

of Association

• English convenience translation -

Draft

for approval by the

Extraordinary General Meeting

on April, 16 2024

This is the convenience translation of the German original version of the

Articles and Memorandum of Association ('Satzung')

Company Name - Registered Office - Duration - Company Purpose

Article 1

The name of the stock company (Société Anonyme) is Logwin AG.

Article 2

The Company has its registered office in Grevenmacher. By resolution of the General Meeting or decision of the Board of Directors (in which case the Board of Directors shall be entitled to modify the Company´s Articles and Memorandum of Association accordingly) the seat of the Company may be moved to another place of themunicipality of Grevenmacher or to any other place within the Grand Duchy of Luxembourg. Should the ordinary business operations at the Company´s registered office or between the registered office and persons abroad be jeopardised by extraordinary occurrences of a political, commercial or social nature, then the Board of Directors shall be entitled to temporarily relocate the Company´s registered office abroad until such time as normal conditions are fully restored. Such temporary measures will have no effect, however, on the nationality of the Company, which will remain a Luxembourg company. Any such temporary relocation of the registered office must be disclosed to third parties by the Company's governing bodies, which are best suited under the given circumstances to make such disclosure.

Article 3

The Company is formed for an unlimited duration.

Article 4

The purpose of the Company is the acquisition of participating interests - in whichever form - in domestic and foreign companies, which are engaged primarily in the business of logistics, information technology, health care and all business areas which support these Company purposes, and the administration, management and disposal of such participating interests, and the execution of all other forms of investment. The Company may acquire any and all types of securities and cash investments, whether through capital contribution, subscription, call options or purchase, and may otherwise sell such securities and investments, and the Company may also administer, monitor and support these forms of investments. The Company may participate in the formation and management of business and industrial operations, may issue bonds, may grant the companies in which it holds interests any type of assistance, loan, advance or security, and may issue promissory notes or other forms of debt acknowledgement.

In addition, the Company may enter into any and all transactions in connection

with the purchase and sale, management and leasing of developed or undeveloped real property and other operational equipment of whatever nature. The Company may engage in any transactions, which involve personal or real property and which are of a financial, industrial or commercial nature, if such transactions are directly or indirectly relatedto its company purposes.

Share Capital - Shares

Article 5

1. The Company's registered capital (subscribed share capital) equals one hundred thirty-one million three hundred thousand (EUR 131,300,000). It is divided into two million eight hundred and seventy-nine thousand two hundred and fifteen (2,879,215) no par value shares which are fully paid up.
2. In addition to the subscribed capital under paragraph 1 of this Article, the Company has authorized capital totaling 68,700,000 EUR (sixty-eight million seven hundred thousand) divided into a further 1,506,489 (one million five hundred and six thousand four hundred and eighty-nine) no par value shares to be newly issued.
3. The Board of Directors shall be authorized, for a period commencing on the day of the Extraordinary General Meeting which decides to prolong the authorized capital (i.e. 16 April 2024) and ending on the fifth (5) anniversary following the publication of the minutes of this Extraordinary General Meeting in the Luxembourg Recueil électronique des sociétés et associations (Luxemburger Trade Journal), to increase the share capital of the Company once or several times by 1,506,489 (one million five hundred and six thousand four hundred and eighty-nine) shares by issuing new shares of no par value with or without premium ("prime d'émission") against contributions in cash and/or in kind.

As is the case with such increases in capital stock, shareholders have no preemptive rights. Should capital increases be made against contributions in cash, then the provisions of Article 5 shall apply.

1. The Board of Directors is authorized to stipulate the further content of rights underthe shares and theterms andconditions of the shareissue.The Board of Directors may also issue convertible bonds and stipulate their conditions.
2. With respect to the new shares issued pursuant to the authorized capital, the statutory pre-emptive right has been excluded. With respect to the new shares issued in exchange for cash contributions, the issue price may not be significantly below the stock market price unless the Board of Directors issues the shares in accordance with the normal pre-emptive rights provided for in law.
3. The General Shareholders' Meeting may resolve to increase or decrease the registered capital and the authorized capital. The voting at the General Shareholders' Meeting is subject to the same terms and conditions as those

applicable for adopting amendments to the Articles and Memorandum of Association. In the event that there is a capital increase from the Company's own funds, the authorized capital will be increased in the same proportion as the registered capital.

1. The Company may repurchase its own shares in accordance with the provisions of the law.
2. In the event of capital increases, the dividend rights under the new shares may be different than the dividend rights under the previously issued shares.

Article 6

1. All of the Company's shares shall exclusively be issued as registered shares.
2. The Company shall deem such person to be the owner of the shares in whose name these shares have been registered in the share register of the Company. Any bank or other enterprise acting as a depository agency shall only be entitled to be entered in the register upon written confirmation that the respective shares belong to such bank´s or other enterprises own assets and not any customer´s assets. Any refusal toprovide such confirmation shall entitle the Company to suspend any exercise of the rights in these shares until being confirmed that the lawful owner(s) of such shares has/have been entered in the share register.

Article 7

If a share is held by two or more persons, then such persons may exercise the rights under the share only through a joint representative.

Management -

Supervision Article 8

(1 ) The Company shall be managed by a Board of Directors, which is composed of at least three members who need not be shareholders. The members of the Board of Directors are appointed by the General Shareholders' Meeting for a term of office that cannot exceed six years. They may be removed by the General Shareholders' Meeting at any time. Each member of the Board of Directors may be reappointed repeatedly.

1. The Board of Directors has any and all powers to approve all administrative and management actions in the interests of the Company. To carry out the Company's daily managerial affairs, the Board of Directors shall appoint an executive committee (referred to hereinafter as the "Executive Committee"), which will be made up of at least two persons. If no Executive Committee is appointed, then the Board of Directors is obliged to carry out the Company's day-to-day business affairs.
2. Members of the Board of Directors who are also simultaneously members ofthe Executive Committee will also be designated as "Executive Members of the Board".
3. The Board of Directors shall appoint from amongst its members a chairman and a deputy chairman. In the absence of the chairman, the deputy chairman or, if necessary, a member designated by the Board of Directors, shall

perform the chairman's tasks.

The chairman of the Board of Directors is authorised to schedule and conduct meetings with the Executive Committee or individual members of the Executive Committee at any time.

1. The Board of Directors may form committees, specifically an Audit Committee and an Appointments and Remuneration Committee, which will be entrusted with

specific duties and which may also be composed of persons who are not members of the Board of Directors. The Board of Directors shall determine the composition ofeach committee. Provided they are not executive members of the Board of Directors, the chairman of the Board of Directors and his deputy are automatic members of theAudit Committee. Furthermore, the chairman of the Board of Directors, provided he is notan executive member of the Board of Directors, is an automatic member of the Appointments and Remuneration Committee.

1. The Board of Directors has the power to stipulate the specific tasks of the Executive Committee and the individual committees. It also approves the procedures, which will be used in the Executive Committee and the individual committees.
2. If a member of the Board of Directors (including the executive members of the Board of Directors) resigns or otherwise leaves his or her position before the end of his or her term of office, then the remaining members may fill the vacant office on an interim basis in accordance with the provisions of the law. The final election will be conducted by the shareholders at the next General
   Shareholders' Meeting.

Article 9

1. Meetings of the Board of Directors should be convened at least two times each calendar year, but additional meetings may be held as required in the interests of the Company.
2. Each member of the Board of Directors may call on the chairman to convene a meeting of the Board of Directors. If the chairman of the Board of Directors does not thereupon convene a meeting of the Board of Directors within three days, then two members of the Board of Directors are authorised to convene a meeting. A meeting is deemed to be in compliance with the law even in the absence of a written invitation, provided that all members of the Board of Directors are present or represented.
3. The Board of Directors shall only constitute a quorum, if the majority of its members is present or represented. Members of the Board of Directors unable to attend may provide written authorisation to another member of the Board of Directors to vote on their behalf. One member of the Board of Directors may represent more than one other members of the Board of Directors. Each member of the Board of Directors shall be entitled to participate in any meeting of the Board of Directors via telephone conference or other available means of communication provided that it is ensured that all persons participating in the meeting are able to hear each other communicate with one

another. A meeting may also be held entirely by telephone conference. Participating in or the holding of a meeting with the help of such means shall be regarded as a personal attendance in the respective meeting.

1. Resolutions by the Board of Directors shall be required for all decisions of a fundamental nature or material financial significance to the Company or a holding company, unless the management rules of procedure [Geschäftsordnung] delegate this decision to a committee.