Les Usines de Courtrai - Usico S.C.A.R.L.

Constitution

Les Usines de Courtrai, abbreviated to "Usico" S.C.A.R.L. was established on September 7, 1953. The registered office was established in Leopoldville, the administrative office in Brussels. The share capital was set at 5 million Congolese francs and was represented by 500 shares with a capital of 10,000 Congolese francs.

The shares were subscribed for cash by:

Mr. Joseph-Arthur Norré, 277 shares; Mrs. Denise Rootsaert, 100 shares; Miss Marie-Jeanne Norré, 100 shares; Mr. John-Peter Norré, 5 shares; Mrs. Norré-Gerhard, 2 shares; Mr. André-Nicolas Herman, 15 shares; Mr. Gaston Gysemans, one share.

The shares were paid up by 20%, i.e. a sum of one million made available to the new Company.

First Board of Directors

The number of directors was for the first time set at three, i.e.:

Mr. Joseph-Arthur Norré, Mr. André-Nicolas Herman and Mrs. Denise Rootsaert.

Mr Maurice-A Van Zeebroeck was appointed as Commissioner.

Object

Research and exploitation of all methods of distribution, including mail order or any other system capable of reaching the consumer under the best economic conditions.

To be able to buy, sell, manufacture, process or make up any article made of textile materials, their derivatives, or substitutes. To be able to carry out its social activity in any other consumer products or materials.

To be able to carry out all industrial, commercial, financial and real estate acts likely to promote or facilitate the exercise of its corporate activity; to be able to take an interest in all private companies or commercial companies by way of participation, merger, absorption or in any other manner, or to admit that such companies or companies are in any way interested in its own activity; to be able to issue debenture loans and to grant all conditions, terms, guarantees, even real ones if necessary, all by decision of the board of directors.

The corporate purpose, without being able to be essentially modified, could always be extended or restricted, by means of an amendment to the articles of association and subject to the required authorizations (12-(07/11/1953)-24780).

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

On March 22, 1960, the EGM decided to increase the capital by BEF 4 million to BEF 9 million. This increase was carried out by incorporating a sum of 3,978,743.14 Congolese francs from the extraordinary reserve and a sum of 21,256.86 Congolese francs from the legal reserve, all without creating new shares. Following the increase, the same Meeting decided to transform the existing capital shares of 500 francs into shares without designation of value (12-(02-06-1960)-14867).

The EGM of December 18, 1961 noted that, following the decision taken by the Board of Directors on June 27, 1960 and in accordance with the law of June 17, 1960, the Company had been subject to the provisions of Belgian legislation on public limited companies since June 30, 1960. Subsequently, the Company changed its name to the Belgian public limited liability company Usico-Congo, and the registered office was established in Ixelles (Brussels). The capital of 9 million francs was expressed in Belgian francs and represented by 500 shares with no par value (12-(04/01/1962)-171).

On June 10, 1965, the Company decided to extend its object by; also, to be able to deal with the letting and renting of furnished apartments (12-(26/06/1965)-21097).

On December 2 1965, the EGM changed the Company's name to "Immobilière Usico" and added the following text to the above statement: and of any buildings whatsoever; to be able to carry out in general all real estate transactions, including the sale, purchase, exchange and subdivision of land and buildings of any kind whatsoever (12-(23 December 1965)-35672).

On July 6, 1966, the EGM decided not to dissolve the Company notwithstanding the loss incurred by the share capital and to increase the capital by 10 million francs to 19 million francs by the creation of 2,500 shares, without designation of value, to be subscribed for in cash at a price of 4,000 francs each. The new fully paid-up shares were subscribed for by two parties: Mr. John Peter Van Rymenant, 275 shares; Usico S.A., 2,125 shares (12-(22/07/1966)-26677).

On November 18, 1971, the EGM merged the present Company with Heaton Publicity S.A. with its registered office in Ixelles, for which purpose the capital was increased by 2,220,000 francs to 21,220,000 francs. This increase was represented by the creation of 370 shares without designation of value. Following the contribution of all the assets and liabilities of Heaton Publicity S.A., the shareholders of the latter, in liquidation, received the 370 fully paid-up shares of Immobilière Usico (12-(09/12/1971)-3188.2).

Merger, Dissolution and Liquidation

On April 6, 1972, the EGM decided to merge the Company with S.A. Usico S.A., based in Ixelles, by means of a contribution to the latter of all the assets and liabilities of the present Company. In consideration for this contribution, the shareholders of S.A. Immobilière Usico received 401 shares in S.A. Usico, which were distributed by the Board of Directors of S.A. Usico.

As a result of this merger, S.A. Immobilière Usico was dissolved and put into liquidation. On the same day, the closing was recorded (12-(22/04/1972)-973.1/3).