Talk:Oranjesion Private Equity Capital

Known Investments

• 100,000 shares Shadow Company Security Risk Consultants
• 189,997,000 shares of Atacama Corporation
• 4,000 shares Euran Secure Baggage Logistics (5,200 N/sh book value)
• 4,000 shares Euran Secure Biosafety Remediation
• 4,000 shares Expeditionary Services Brigade
• 2,000 shares Cario Entertainment Corporation
• 2,000 shares Zjandarian Railway Construction and Development Corporation
• 1 share of Banca Credito Commercio Immobiliare (20 M N/sh book value)
• 1 share of Constancian Commercial Exchange Corporation (200M C $/sh book value)

Memorandum of Association

Memorandum of Association for Oranjesion Private Equity Capital

Whereas persons of moral character and good standing have met and are in agreement as to the validity of their credentials it is agreed that:

1. A Joint Stock Company shall be established for mutual advantage to trade in goods, commodities and services, and to engage in investment management and venture capital on the Benacian Continent and within the Imperial Republic of Shireroth to the profit of the Company. 2. The nominal value of each share in the Joint Stock Company at the commencement of the Joint Stock Company shall be 1 Erb per share. 3. The initial board of directors shall consist of one (1) member. The names and addresses of the person who will serve on the initial board of directors are:

Jaime Augustin Joaquin Primo de Aguilar, Office of the Strategos of the Thema Orejesion, Nirytos House, City of Vey, Free and Associative Kingdom of Constancia, Eura

4. At the discretion of the shareholders, the Board of Directors shall consist of not less than one (1), and no more than five (5) directors, all of whom must be shareholders and natural persons, and shall be elected by a majority of the shareholders of the company. 5. All shares in the Joint Stock Company shall, at commencement, be in the exclusive possession of Jaime Augustin Joaquin Primo de Aguilar, for the purpose of disbursement as he sees fit. 6. Except for Jaime Augustin Joaquin Primo de Aguilar, no person may sell, donate or convey shares of the company to other persons without first offering the same to the board of directors, who have rights of first refusal.

SIGNED

Jaime Augustin Joaquin Primo de Aguilar

WITNESSED

Brymblestynt Hochs-Norton Gentleman

on this day, 5 Friedeber 1653, in the Natopian calendar, 6643 ASC, at the Megálo Paláti tou Vey, City of Vey, Free and Associative Kingdom of Constancia, Eura

Articles of Association

Articles of Association for the Oranjesion Private Equity Capital

PART 1 INTERPRETATION AND LIMITATION OF LIABILITY Definitions & Liabilities 1. In the articles, unless the context requires otherwise, all terms shall be defined by the Chairman, from whom clarification may be sought upon written application to the Board of the Company, in triplicate with the inclusion of a five Erb administrative fee payable to the Company. 2. The liability of the members is limited to the amount paid by them for the shares held by them or to five hundred Erbs if the amount is greater than four hundred and ninety-nine Erbs.

PART 2 DIRECTORS DIRECTORS’ POWERS AND RESPONSIBILITIES

General authority of the Board of Directors

3. Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they, sitting as the Board of Directors, may exercise all the powers of the company.

Shareholders’ reserve power

4.—(1) A majority of the shareholders, a quorum of 51 per centum of the issued and paid-up shares being present, may, by special resolution, direct the directors to take, or refrain from taking, specified action. (2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate

5.—(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) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated. (3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

6.—(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 make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

DECISION-MAKING BY DIRECTORS

Directors to take decisions collectively

7.—(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 of the Board of Directors, or a decision taken in accordance with article 8. (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 sole director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

Unanimous decisions

8.—(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, copies of which have been signed by each eligible director 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. (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.

Calling a directors’ meeting

9.—(1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company 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.

Participation in directors’ meetings

10.—(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.

Quorum for directors’ meetings

11.—(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 is a simple majority of all the existing members of the Board of Directors. (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 to call a general meeting so as to enable the shareholders to appoint further directors.

Chairing of meetings of the Board of Directors

12.—(1) The directors may elect or appoint a director to chair their meetings. (2) The person so elected or appointed for the time being is known as the Chairman of the Board of Directors. (3) A majority of the Board of Directors, by resolution, a quorum being present, 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. (5) If the Board of Directors is limited to one director, he or she assumes the title and position of Chairman of the Board of Directors

Casting vote

13.—(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote. (2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

Conflicts of interest

14.—(1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes. (2) But if paragraph (3) applies, 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 for quorum and voting purposes. (3) This paragraph applies when— (a) the company by ordinary resolution dis-applies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process; (b) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or (c) the director’s conflict of interest arises from a permitted cause. (4) For the purposes of this article, the following are permitted causes— (a) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the company or any of its subsidiaries; (b) subscription, or an agreement to subscribe, for shares or other securities of the company or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such shares or securities; and (c) arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the company or any of its subsidiaries which do not provide special benefits for directors or former directors. (5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting. (6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive. (7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

Records of decisions to be kept

15. 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.

Directors’ discretion to make further rules

16. 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

Methods of appointing directors

17.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director by ordinary resolution of the directors. No person may be appointed to the office of director unless aforesaid person is, in their own name a shareholder of at least one (1) share of the Company, or an official or employee of an entity that is a shareholder of at least one (1) share of the Company. (2) In any case where, as a result of death, the company has no shareholders and no directors, the personal representatives, legal counsel, or administrator of the last shareholder to have died have the right, by notice in writing, to appoint a person to be a director. (3) For the purposes of paragraph (2), where 2 or more shareholders die in circumstances rendering it uncertain who was the last to die, a younger shareholder is deemed to have survived an older shareholder. (4) In the absence of any of those stated in paragraph (2), the Office of Bounties and Factorage may appoint interim Directors to conserve the assets of the Company.

Termination of director’s appointment

18. A person ceases to be a director as soon as— (a) that person 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, and such resignation has taken effect in accordance with its terms. (g) a shareholders’ resolution has been duly adopted, removing aforesaid director from office

Directors’ remuneration

19.—(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. (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. (5) Unless the directors decide otherwise, directors are not accountable to the company for any remuneration which they receive as directors or other officers or employees of the company’s subsidiaries or of any other body corporate in which the company is interested.

Directors’ expenses

20. 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.

PART 3

CHAPTER 3 (JOINT-STOCK COMPANIES ACT) COMPLIANCE

The Legal Name of the Company

21. The Legal Name of the Company shall be Oranjesion Private Equity Capital

The Seat of the Board of Directors

22. The Seat of the Board of Directors shall be in Shirekeep

The Object of the Enterprise

23. The Object of the Enterprise of the Company shall be the derivation of profit from the sale of commodities, goods and services.

Share Capital

24. The Authorized Share Capital for the Company is Five Thousand (5,000) Erbs, which have been contributed by Jaime Augustin Joaquin Primo de Aguilar.

The Number of Shares

25. The number of Shares in the Company shall be Five Thousand (5,000) Shares, all of which have been paid up by Jaime Augustin Joaquin Primo de Aguilar..

Directors

26. In compliance with Part 2, the number of directors appointed or elected to the Board shall not exceed five persons nor be less than one person. 27. No Person that is not a Legal Person, may be appointed Director.

PART 4 DECISION-MAKING BY SHAREHOLDERS ORGANISATION OF GENERAL MEETINGS

Attendance and speaking at general meetings

28.—(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, at the invitation of a shareholder or a member of the Board of Directors. (2) A person is able to exercise the right to vote at a general meeting when— (a) that person is a shareholder and 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. (6) Attendance at a meeting via electronic means despite remote physical location shall be permitted at meetings of the shareholders and the Board of Directors.

Quorum for general meetings

29. 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.

Chairing general meetings

30.—(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 shareholders at the meeting, must appoint a director or shareholder 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 Pro Tempore”.

Attendance and speaking by directors and non-shareholders 31.—(1) Directors may attend and speak at general meetings, whether or not they are shareholders. (2) The chairman of the meeting may permit other persons who are not— (a) shareholders of the company, or (b) otherwise entitled to exercise the rights of shareholders in relation to general meetings, to attend and speak at a general meeting.

Adjournment

32.—(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 (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

Voting: general

33. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded by a majority of the shares represented in accordance with the articles.

PART 5 ADMINISTRATION

34. All other matters pertaining to the Administration of the Company shall be at the stipulation of the Chairman, by resolution of the Board of Trustees, or in accordance with law.

35. Amendments to these Articles may be done by registering the amended Articles with the Office of Bounties and Factorage, duly approved by resolution of a simple majority of the Board of Directors, and a simple majority of all the shares of the company, by resolution of the shareholders.

36. In obedience to Article II, Section 4 of Imperial Decree 859, plenipotentiary keys entitling bearers thereof to the use of the products, resources, and facilities of the Company are hereby granted to Jaime Augustin Joaquin Primo de Aguilar, one for the Prefect of Shirekeep, and to the Kaiser, long may he reign.

SIGNED

Jaime Augustin Joaquin Primo de Aguilar

WITNESSED

Brymblestynt Hochs-Norton Gentleman

on this day, 5 Friedeber 1653, in the Natopian calendar, 6643 ASC, at the Megálo Paláti tou Vey, City of Vey, Free and Associative Kingdom of Constancia, Eura