Comptoir Belge d'Exploitation M. Lagneaux et C° S.A.

Constitution

The Company Comptoir Belge d'Exportation M. Lagneaux et C° was incorporated on June 23, 1924 with a capital of 350,000 Belgian francs represented by 700 shares of 500 Belgian francs, 588 of which were allocated to the contributors. The head office was established in Antwerp.

The 112 remaining shares were subscribed by :

Mrs. Joseph Lagneaux, 20 shares; Marc Persitz, 10 shares; Issar Stoyanowsky, 10 shares; Simon Altschuler, 15 shares; Alexandre Dardenne, 10 shares; Louis Hillesum, 5 shares; Jacques Van Meerbeeck, 10 shares; Cornelile Delbaen, 5 shares; Grégoire Greben, 5 shares; Eugène De Keyzer, 5 shares; Thierry Guyot de Mishaegen, 6 shares; Marcel-Charles Lagneaux, 4 shares; Joseph Roux, 2 shares.

The subscribed shares were paid up by 20%, i.e. 11,200 Belgian francs made available to the new Company.

Contributions

Mr Marcel-Charles Lagneaux and Mr Simon Altschuler, in their capacity as sole partners and therefore sole owners, each for half, of the Partnership Comptoir Belge d'Exportation M. Lagneaux and C° have contributed to the incorporated Company all the assets of that partnership, its clientele, the right to use the corporate name, all its bank assets, its branches in Portugal and in the English Indies, its shareholdings in existing commercial companies, its securities portfolio, its current contracts and its claims against third parties, without exception or reservation.

In addition, Mr Simon Altschuler contributed the branches which he owned in Danzig, Kovno and Helsingfors and the customers of those branches. And Mr. Marcel-Charles Lagneaux contributed to the Company an exclusive representation contract for Belgium of a foreign automobile brand as well as his studies and preliminary work for the constitution of the present Company.

In remuneration for their contributions, each of them was allocated 294 fully paid-up shares.

First Board of Directors

For the first time, the Assembly unanimously set the number of directors at three, namely :

Mrs Joseph Lagneaux, Marcel-Charles Lagneaux, Simon Altschuler.

Subject

The Company's object was the export trade in irons and metals, window glass, glass and Belgian cements, and generally the purchase, sale , manufacture of all industrial products, all import and export transactions, all studies and research aimed at promoting the import, export or manufacture of industrial products, the acquisition, obtaining, transfer of all patents, trademarks, all industrial enterprises, all brokerage, commission, banking or exchange transactions, and generally all commercial acts. It could carry out any commercial, industrial or financial transactions directly or indirectly related to the corporate purpose. It could carry out its corporate purpose either directly or indirectly, or subscribe for shares, bonds or interests in any companies or commercial enterprises, by merging with other companies or enterprises, by buying out their assets, by granting them monopolies or concessions or even by having another company carry out all or part of its corporate purpose (12-(07-08/07/1924)-8617).

Change in capital, event(s), shareholding(s), dividend(s), stock quote, etc..,

On March 4, 1927, the EGM decided to increase the capital by 650,000 Belgian francs to 1 million Belgian francs through the creation of 1,300 shares with a par value of 500 Belgian francs each. This increase could be made in two tranches of 175,000 Belgian francs, or 350 shares, and 475,000 Belgian francs or 950 shares to be subscribed at par in cash. The first tranche was subscribed in cash, i.e. 350 shares per :

Mrs. Alexandre Dardenne, 100 shares; Simon Altschuter, 20 shares; Marcel Lagneaux, 20 shares; Hector Estienne, 200 shares; Jonta Mirkine, 10 shares.

The 350 shares were 50% paid up by the subscribers. (12-(23/03/1927)-2731)

On October 10, 1928, the EGM decided to change the company's name to Compagnie Commerciale pour le Nil et le Congo, abbreviated to Nilcongo, and also decided to increase the capital by Belgian francs 475,000 to Belgian francs 1 million; the second tranche provided for at the EGM of March 4, 1927 was not carried out. Of this proposal, 200 shares were subscribed at par for cash by :

Mrs Gaspard Musschoot, 60 shares; René Piret, 8 shares; Hubert Van Heck, 45 shares; Alexandre Dardenne, 15 shares; Hector Estienne, 72 shares.

These new shares were paid up to 20%, after which the capital was 625,000 Belgian francs represented by 1,250 shares of 500 Belgian francs (12-(28/10/1928)-14222).

In the same year, on 31 December, the EGM decided to increase the capital by BEF 1.375 million through the creation of 2,750 shares of 500 Belgian francs. These shares were issued at par value plus BEF 55. In addition, 1,250 sdv profit shares were created.

The 2,750 new shares were subscribed for in cash at the price described above by Mr Georges Leemans, who subscribed for himself and for a group, and were paid up by 20%. In remuneration of his cash subscription, Mr Georges Leemans was allocated the 1,250 profit shares for himself and his group. The capital was then 2 million represented by 4,000 shares of 500 Belgian francs (12-(21-22/01/1929)-888).

In 1929, Nilcongo incorporated the Mica Mining Corporation with a capital of 1.5 million; 1,600 of the 3,000 shares issued were subscribed by Nilcongo, and in addition to the subscribed shares there were 250 profit shares in the company's books. The Mica Mining Corporation had micaceous land with an area of about 1,750 hectares and was considered by specialists to be among the most interesting in East Africa (21-(1930 T3)-493).

On July 4, 1930, the EGM, following the loss of more than half of the capital and after renouncing dissolution, decided to reduce the capital by 1 million by reducing the nominal value of the 4,000 shares to 250 Belgian francs each (12-(15/08/1930)-12939/40).

Nilcongo had invested capital in its companies in Lobito, Angola, and Dilolo, western Katanga. Nilcongo had purchased the rights to a 500 hectares agricultural concession in the Lulua district along the Lokoshi River for a coffee and cinchona plantation. It had also acquired two hectares of land near the Dilolo railway station, where it had set up a transit warehouse for goods between the Benguala Railway (Lobito) and the Leokadi and B.C.K. railways. It had also purchased a plot of urban land from Marie-José, the future chief town of the district (21-(21(1930 T3)-493).

For the financial years 1928 and 29 a dividend of 6% was distributed to the shares of 500 Belgian francs (21-(1930 T3)-493).

Merger, bankruptcy, dissolution and liquidation

By judgment of the Commercial Court of Brussels, the company was declared bankrupt on 28 February 1931 (21-(1931 T2)-1756).