Société Commerciale Agricole, Forestière et Industrielle de la Tshuapa - S.C.A.F.I.T - S.C.A.R.L.

Constitution

The S.C.A.R.L. Société Commerciale Agricole, Forestière et Industrielle de la Tshuapa " S.C.A.F.I.T. " was constituted on December 18, 1947. Its head office was established in WemaTown in the DRC Province of Tshuapa near Boende, the administrative headquarters in Brussels.

The share capital of 6 million was represented by 6,000 shares with a capital of 1,000 francs; in addition, 6,000 dividend shares were created.

Out of the 6,000 shares of capital, 1,000 shares were allocated to Mr. Marcel Wolf for the contributions made to the new Company described below. The remaining 5,000 shares were subscribed for by:

Mr. Marcel Wolf, 1,500 shares; Count Thierry le Grelle, 1,250 shares; Willy Flens, 1,390 shares; Jules Voet, 400 shares; Joseph Van Damme, 200 shares; Godefroid Froedure, 50 shares; Luc Van den Bossche, 200 shares; Auguste Van der Weyen, 10 shares.

The subscribed shares were paid up by 20%, i.e., a sum of 1 million shares was made available to the new company.

As regards the dividend shares, 5,000 were allocated to Mr. Marcel Wolf for contributions; the other 1,000 were allocated to the subscribers of the capital shares based on one dividend share for 5 subscribed capital shares.

Contribution(s)

Mr. Marcel Wolf contributed to the Company his studies with a view to securing raw materials, merchandise, representation and other rights and exclusivities in the Belgian Congo, as well as all commercial, financial, and industrial assistance for the development of the Company's business.

First Board of Directors

The number of directors was set at five members and two commissioners.

Directors: Messrs. Marcel Wolf, Count Thierry le Grelle, Willy Flens, Dr. Jules Voet, Luc Van den Bossche.

Statutory Auditors: Messrs. Joseph Van Damme, Godefroid Froedure.

Object

The exploitation of agriculture, forestry and plantations, the establishment of factories, trade, industry and the representation of all products and materials related thereto.

To pursue its object either for itself or in participation with any third party and to take an interest by any means of law in any related or similar enterprise or which may favor it, even indirectly (30-(1948 T1) -329 to 41).

Changes in capital

On October 29, 1951, the shareholder’s meeting decided, following the proposal of Mr. Raphaël Joie, to increase the capital by 950,000 francs through the creation of 950 shares with a capital of 1,000 francs. The latter were subscribed and paid up at 65% by Mr. Raphaël Joie, who declared that he was making this subscription on behalf of a group (30-(1952 T1) - 73 to 77).

On May 6, 1952, the shareholder’s meeting decided to exchange the 6,000 dividend shares for 30 shares of capital based on one share for 200 dividend shares.

The same meeting proposed to increase the capital from 6,950,000 francs plus thirty thousand francs to 7 million francs through the creation of 20 shares of capital of 1,000 francs subscribed by Mr. Raphaël Joie and fully paid up. The capital of 7 million was then represented by 7,000 capital shares of 1,000 francs (30-(1952 T2) -1412 to 21).

Dissolution and liquidation

On April 5, 1970, the Extraordinary General Meeting decided to dissolve the Company, which had ceased operations on December 31, 1960.

The net assets of Société Commerciale, Agricole, Forestière et Industrielle de la Tshuapa amounted to 1947.01 77zaïres, representing the value of the buildings less costs and expenses incurred for their conservation and the liquidator's fees.

The long lease and ownership rights belonging to the Company were transferred to Mr. Raphaël Joie, who paid the price immediately.

After distribution of the net assets to the shareholders present or represented in proportion to the shares held by each, the balance of 191.94 77zaïres was remitted to. Mr. Raphaël Joie was instructed to allocate this amount to the repayment of shares not represented at the meeting, as soon as their holders made themselves known, in proportion to the number of shares they could prove they held (12-(12/09/1970)-3275-21).