COMPTOIR COMMERCIAL DU KIVU J. VAN BAELEN (C.C.K.) S.A.

Constitution

The Comptoir Commercial du Kivu J. Van Baelen was established on August 12, 1929 with a capital of 6 million francs represented by 6,000 shares of 1,000 francs; 6,000 shares were also created by the founder without any designation of value. The head office was established in Uvira, district of Kivu, an administrative office in Brussels.

Of the securities issued, 2,000 shares and 2,000 founder's shares were transferred to the limited partnership Comptoir Commercial du Kivu J. Van Baelen in liquidation for the contributions described below.

The remaining 4,000 shares were subscribed for by:

Les Entreprises Générales au Kivu (E.G.K.), 1,422 shares; Mr. Xavier Dierckx for himself and a group, 523 shares; Mr. Louis Dierckx for himself and a group, 400 shares; Mr. Gustave Tibbaut, 300 shares; Mr. Louis Ortegat for himself and a group, 300 shares; Baron Emile van Eetvelde, 255 shares; Mr. Fernand Dierckx for himself and a group, 250 shares; Mr. Léon Dierckx for himself and a group, 150 shares; La Société Mobilière d'Entreprises Coloniales, 100 shares; Mr. Charles Van Hal, 90 shares.

An initial payment of 30% was made by the subscribers and a sum of 1,200,000 francs was made available to the Company.

As regards the 4,000 founder's shares, they were distributed to the subscribers of the capital shares based on one founder's share for one capital share.

Contribution(s)

The limited partnership Comptoir Commercial du Kivu J. Van Baelen & C°, in liquidation, contributed to the limited liability company all its assets, which included:

1) Furniture, including office furniture and equipment both in Africa and in Belgium, and the furnishings made available to the staff in Africa.

2) complete farm equipment and tools.

3) Automobile equipment including three trucks with spare parts stock and repair shop.

4) A herd of about fifty head of cattle.

5) A stock of pharmaceutical products.

6) The stored crop products.

7) Floating and stocked goods.

8) The benefit of all occupancy rights resulting from a provisional lease concession granted by the colony to Mr. Joseph Van Baelen, the latter acting implicitly or explicitly for and in the name of the transferring company, on a commercial land located in Uvira, between avenue du Port and avenue du Général Henry, with a surface area of three thousand square meters.

9) The constructions erected and in progress on the above land, and comprising a dwelling house, shops, and garage, all in sustainable material

10 The benefit of the negotiations undertaken by Mr. Joseph Van Baelen, the latter acting implicitly or explicitly for and in the name of the Contributing Company, with a view to acquiring a farm and agricultural land with a surface area of approximately 108 hectares, located north of Uvira, on Lake Tanganyika, along the Uvira-Bukavu road.

11) The benefit of all contracts, representations, rights, promises of concessions, clientele, goodwill and organization, both in Europe and Africa, business and work in progress, active receivables, cash on hand and in the bank, and generally all that constitutes the assets of the transferring company, as existing both in Europe and Africa at the date of incorporation of the new company, including liabilities which amounted to approximately 430,000 francs.

The contributions sub 8°, 9° and 10° were made on an ancillary basis.

In consideration for the above contributions, 2,000 fully paid-up capital shares and 2,000 founder's shares were allocated to the limited partnership Comptoir Commercial du Kivu J. Van Baelen, in liquidation.

First Board of Directors

For the first time, the number of directors was set at eight members:

Messrs. Xavier Dierckx, Baron Emile van Eetvelde, Joseph Van Baelen, Fernand Dierckx, Charles Van Hal, Joseph Dierckx, Gustave Tibbaut, Louis Ortegat.

Object

All commercial, agricultural, pastoral, forestry, industrial, real estate, financial, maritime, and mining operations, within the widest limits, both in Africa, especially in Belgian Congo, Ruanda-Urundi, and abroad.

Power to acquire any concessions or properties, to exploit or develop them and to dispose of them.

Power to take an interest, by way of transfer, merger, contribution, subscription, financial participation, purchase, exchange, or subscription of shares or bonds, or in any way, in all companies or enterprises whose object was directly or indirectly related to its corporate object or which were of such a nature as to promote or develop its corporate activity (12-(06/12/1929)-13924).

Event

On May 22, 1930, Uvira was designated as the place of business and the registered office was established in Antwerp (12(14/06/1930)-10046).

Dissolution and liquidation

On September 9, 1936, the EGM decided to dissolve the Company and put it into liquidation. The same meeting changed the Company's name to Comptoir Commercial du Kivu (C.C.K.) (12-(23/09/1936)-13537).