Société des Entreprises & Plantations Alwin Vendelmans - VENPLANTA S.C.R.L.

Constitution

The Société des Entreprises et Plantations Alwin Vendelmans (Venplanta) was incorporated on March 8, 1929 with a capital of 7.5 million francs represented by 15,000 shares with a capital of 500 francs. In addition, 20,000 founder's shares were created. The registered office was established in Maléla and the administrative headquarters in Brussels. Mr. Alwin Vendelmans received 9,000 fully paid-up shares with a par value of BEF 500, 14,000 founder's shares and BEF 350,000 in cash as consideration for the contributions described below.

The remaining 6,000 fully paid-up shares of 25% were subscribed for by:

Baron Louis de Béthune for himself and a group, 3,200 shares; Société Foncière, Industrielle et Hypothécaire S.A. for itself and a group, 2,256 shares; Gontran Stas de Richelle for himself and a group, 400 shares; Baron Alphonse de Haulleville for himself and a group, 120 shares; Louis Delfosse, 20 shares; Charles Lengelée, 4 shares.

The remaining 6,000 founder's shares were allocated to the subscribers of the shares based on one founder's share for one share.

Contribution(s)

Mr. Alwin Vendelmans contributed:

1) A property of 490.25 hectares, under the commune of Maléla, comprising 350 hectares of forest, 100 hectares planted with coffee and palm trees and part of cleared forest.

2) His rights coming from the rental of a commercial parcel of about 34 ares.

3) All the buildings, sheds, shops or any other outbuildings whatsoever erected on the land mentioned under 1 and 2, including a dwelling house, a commercial house, factories for processing coffee, rice, corn and for the establishment of an oil mill, as well as a workers' camp;

4) A Henckel system steam engine, various machines for processing coffee, paddy, corn, as well as all the tools, small machinery, supplies, agricultural utensils, and other items located in the buildings.

5) A flock consisting of about a hundred sheep.

Mr. Vendelmans also brought with him the advantages of the enterprises he had created, the concessions he had obtained and the situation he had acquired through his work, his business clientele, and his long experience in tropical countries.

First Board of Directors

The first board was set at 6 directors:

Baron Louis de Béthune, Chairman, Baron Alphonse de Haulleville, Gontran Stas de Richelle, Alwin Vendelmans, Emile Allard and Edouard Vendelmans.

Object

The Company's object in Belgian Congo was to:

The planting and cultivation of coffee trees, oil palms and any other tropical plants.
The breeding and trade of livestock.
The exploitation of forests and timber.
The operation of a factory for the sorting, husking, and drying of coffee and rice, the processing of maize or any other product of the colony, the establishment of an oil mill or any other industry whatsoever.
The operation of factories for the sale of any merchandise and the purchase of indigenous products, as well as the carrying on of any trade that appears useful to the society.

The Company could also take an interest by way of contribution, subscription, merger, or participation in any enterprise having a similar object to its own (12-(26/07/1929)-12349).

Changes in capital, event(s), shareholding(s), dividend(s), quotation, etc.

An oil mill capable of producing 5 tons of oil per day was installed and put into operation at the end of 1929. The coffee harvest in the summer of 1929 amounted to 150 tons (21-(1930 T3)-520).

On May 12, 1933, the EGM decided to reduce the share capital to 3,375,000 francs, the nominal value of the shares was reduced to 225 francs (stamp on the share).

Dissolution and liquidation

The company was dissolved and put into liquidation on August 18, 1959, the EGM appointed Mrs. Emerence-Marguerite Allard, widow of the late Maurice Crombeen, as liquidator. A distribution of 150 francs was distributed in 1960 (stamp on the title).

On August 8, 1962, Mrs. Crombeen alone owned 14,800 shares and 20,000 shares of founder Venplanta (a public limited company under Belgian law pursuant to the law of June 17, 1960) in liquidation. The same meeting appointed Mr. Jacques Allard as second liquidator (12-25/08/1962)-25400).