Comparison Of Jurisdictions

“ OFF-SHORE” JURISDICTIONS

Company Incorporation

OFF-SHORE JURISDICTIONS Company Incorporation LEGISLATION

OFF-SHORE JURISDICTIONS Legislation The Principal Corporate Legislation is The Companies Ordinance Act of 1984 based on the amended English Company Law of 1929. Main types of Company for trade and investment are: Non-resident Company, Exempt Company and 1992 Holding Company. GIBRALTAR In 1985, the Government offered offshore registration to companies wishing to incorporate in the Islands. The principal Corporate legislation is The Companies Act 1985, the International Business Companies Ordinance 1984 (as amended) and the Banks and Trust Companies Act 1990.

The principal corporate

legislation includes the following documents:

Swiss Code of Obligations.

Swiss Federal law on Debt Collection and Bankruptcy.

Federal Law on Direct Taxation.

Swiss Federal Act on Banks and Savings Associations.

Federal Act on open ended Investment Companies.

Federal Act on Private International Law.

The principal corporate legislation is the Commercial Companies Act 1915 (amended). The powers of companies are as dictated by the objects in the Articles of Incorporation. Legislation is published in both French and German. Corporate documents can be in any language, provided they are accompanied by a French or German translation. The principal corporate legislation is The Company Law of the Cayman Islands. This legislation is based on the English Companies Act (1948) and can be found in the Cayman Islands Companies Law of 1960 (amended). The Confidential Relationships (Preservations) Law makes it a criminal offence for any person to divulge confidential information to a third party, or to wilfully obtain or attempt to obtain confidential information relating to a Cayman Island company. The Law imposes a maximum penalty of a CI$ 5,000 fine and/or a term of imprisonment of up to 2 years. BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Legislation The TCI's principal corporate legislation is the Companies Ordinance, 1981. This legislation was closely modelled on Cayman Islands legislation and is very flexible. TURKS AND CAICOS The principal Corporate Legislation is the Persons and Companies Act of 1926. Liechtenstein is the only country on the Continent to have a Law on Registered Trusts. The powers of Liechtenstein corporate bodies are contained in the Companies' statutes. The language used for legislation and corporate documents is German, but foreign language translations can be obtained. The principal corporate legislation is The Companies Act adopted in 1981. A Company incorporated in Bermuda has all the powers of a natural person. The language of legislation and corporate documents is English. The principal corporate legislation is Corporation Statute Law No. 32 of the 1927 Commercial Code, Decree 5 of 1997 and Executive Decree 296 of 1997. The types of Company used for international trade and investment are the Limited Liability Company and Limited Partnership. The language of legislation and corporate documents is Spanish, and certified English translations are required. The principal corporate legislation is Corporation Statute Law No. 32 of the 1927 Commercial Code, Decree 5 of 1997 and Executive Decree 296 of 1997. ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Company Incorporation TYPES OF COMPANIES

OFF-SHORE JURISDICTIONS Types of Companies

There are several types of companies:

The tax resident

Company

Non resident

company, the 1992 Gibraltar company

Tax exempt company.

The Qualifying Company has recently been abolished and the Tax Exempt Company regime is in the process of being phased out.

Company incorporated in Gibraltar has the same powers as a natural person.

The Language of legislation and corporate documentation is English.

GIBRALTAR The type of Company used for international trade and investment is called an International Business Company (IBC). A company incorporated in the BVI has the same powers as a natural person. Off-the-shelf companies are available. The language of legislation and corporate documents is English.

In Switzerland there are the two types of company used for international trade and investment:

Aktiengesellschaft ( AG ) - Stock Company;

Gesellschaft mit beschrankter Haftung ( GmbH ) - Limited Liability Company.

1929 Societe Anonyme Holding Company.

1929 Societe Responsabilite Limitee Holding Company.

1990 Societe de Participation Financiere (SOPARFI) and Holding Company.

The type of Company used for international business and investment is an Exempt Company. A Cayman Islands Exempt Company has a structure very similar to a Turks & Caicos Islands (TCI) Exempt Company (the legislation of the latter being closely based on the Cayman Islands legislation). A Cayman Islands Exempt company has all the powers of a natural person. The language of legislation and corporate documentation is English. BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Types of Companies Two types of Companies may be incorporated: the Resident Company and the Exempt Company . Most foreign investors opt for Exempt Companies, which are free of taxes because the main business of such companies is conducted outside the islands. The Companies Ordinance provides for minimum disclosure in the case of an exempted company. An exempt TCI company receives a certificate that guarantees that the company will be exempt from all taxation for a period of 20 years from its date of incorporation. TURKS AND CAICOS Andorran companies can be established for the purpose of local trade, holding of assets and investments and cross-border commerce. There are two types of Andorran company for international trade and investment, both of which enjoy limited liability: The Societat Limitadad (S.L.) is a company often used for local trading. The Societat Anonima (S.A.) is usually established for businesses whith a much higher turnover. The types of Company used for International trade and investment are: Aktiengesellschaft or AG (a company limited by shares). Anstalt (an Establishment, commercial or non-commercial, without shares). Stiftung (a Foundation). Gesellschaft mit beshrankter Haftung - GmbH (a Private Limited Company without shares). Treuunternehmen (a Registered Trust). Treuhandschaft (a Trust). The type of Company used for international trade and investment is an Exempt Company. All other Companies incorporated in Bermuda must be at least 60% owned by Bermudan residents. The registered office must be maintained in Bermuda. Off-the-shelf companies are not available. The types of Company used for international trade and investment are the Limited Liability Company and Limited Partnership. The language of legislation and corporate documents is Spanish, and certified English translations are required. ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Company Incorporation TRADING AND BUSINESS ACTIVITIES RULES AND RESTRICTIONS

OFF-SHORE JURISDICTIONS Trading and Business Activities Companies are subject to the following restrictions on trade and business activities: a Company cannot engage in activity associated with banking, insurance, trust, trustee. GIBRALTAR An IBC is subject to the following restrictions on trading and business activities: A Company does not have the right to trade within the British Virgin Islands or own real estate there; A company incorporated in Switzerland is subject to restrictions on the following trading and business activities, which cannot be undertaken without a special licence or consent: banking, insurance, assurance, reinsurance, fund management, collective investment schemes, or any other activity that suggests an association with the banking or finance industries.

A 1929 Holding Company has no right:

Be an active member of a general partnership or partnerships limited by shares.

Engage in any commercial or industrial activity.

Engage in brokerage or banking activities.

Engage in insurance, assurance or reinsurance.

Own real estate other than its own premises.

Grant loans to companies that are not subsidiaries.

Render any type of advice or management services.

.

An Exempt Company is not allowed to trade within the Cayman Islands or own real estate in the Cayman Islands.

A Company has no right to engage in the banking, insurance or mutual funds business without a licence.

A Company cannot solicit funds from the public.

BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Trading and Business Activities GIBRALTAR A Company is not permitted to engage in banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, giving investment advice or any other activity that would suggest an association with the banking or insurance industries; A Company cannot offer its shares for sale to the public.

A 1929 Holding Company has the right to:

Acquire, hold and dispose of shares and bonds in Luxembourg or foreign companies.

Hold cash and foreign currencies and negotiate securities.

Finance subsidiaries or companies where it has a direct share-holding.

Hold and license patents and receives income from the granting of licences.

Issue bonds by private or public subscription of up to ten times the amount of its paid up capital.

Borrow up to three times its issued capital.

Incorporation procedure for an Exempt Company involves the submission of the Memorandum and Articles of Association and payment of a registration fee to the Registrar of Companies. A sworn statement declaring that the business activities of the proposed company will be undertaken mainly outside the Cayman Islands is obligatory. Names and addresses of the proposed first directors must be disclosed to the Registrar. As a matter of local company law the company must maintain a registered office address within the Cayman Islands and must also appoint a Cayman Island resident as registered agent. Off-the-shelf Companies are available. BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Trading and Business Activities GIBRALTAR A 1990 normal Luxembourg Trading and Investment Company with SOPARFI provisions is not subject to any trading restrictions. The only restriction is that without the appropriate licences it may not engage in the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that may suggest an association with the banking and insurance industries BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Trading and Business Activities Trading and business activities are subject to the following restrictions: An Exempt Company cannot trade within the TCI, and has no right to own real estate there. An Exempt Company cannot engage in the business of banking, insurance, assurance, re-insurance, fund management, collective investment schemes, offering investment advice, or any other activity that may suggest an association with the banking and insurance industries. The Company may not solicit funds from the public or offer its shares for sale to the public. TURKS AND CAICOS Trading and business activities are subject to the following restrictions: A Liechtenstein corporate body or trust cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes or any other activity that would suggest an association with the Banking or Finance industries, unless a special licence is obtained. The following restrictions apply to trading and business activities: A Bermuda Exempt Company may not trade within Bermuda. A Company may not own real estate within Bermuda. A Bermudan Exempt Company is not permitted to engage in banking, insurance, assurance, reinsurance, fund management, collective investment schemes, giving investment advice or any other activity which may suggest an association with the banking and insurance industries. All the above activities are prohibited unless licensed. Trading and business activities are subject to the following restrictions: A Company has no right to engage in the business of banking, trusteeship and trust administration, insurance, assurance, reinsurance, fund management, investment funds, collective investment schemes, or any other activity that would suggest an association with the banking, finance, fiduciary or insurance businesses. ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Company Incorporation NAMES OF COMPANIES REQUIREMENTS AND RESTRICTIONS

OFF-SHORE JURISDICTIONS Names of Companies Company names are subject to the following restrictions: The following words and their associated activities are restricted: Association, Royal, Imperial, Trust, Trustee, Bank, and Assurance. If the name includes words such as Group, Europe and International , special consent or a licence is required. GIBRALTAR Company names are subject to the following restrictions: A Company cannot use a name that is identical or similar to that of an existing company. A Company cannot use any name that suggests the patronage of the Royal Family or the Government of the British Virgin Islands.

The names of companies being incorporated are subject to the following requirements and restrictions:

The name of a body corporate or trust entity may be in any language that uses the Latin alphabet, but the Public Registry may require a translation into any official Swiss language.

A name that is identical or similar to an existing name is unacceptable.

There are a number of requirements and restrictions in respect of company names:

A company name can be in any language that uses the Latin alphabet.

The Registry may request a French or German translation if a foreign language is used.

A company name cannot be similar or identical to an existing name.

Company names are subject to the following restrictions:

A Company name can be expressed in any language that uses the Latin alphabet, provided that the Registrar of Companies receives a translation thereof.

A Company name cannot include the words Bank, Insurance, Assurance, Reinsurance, Trust, Municipal, Charter, Co-operative, or their foreign language equivalents.

OFF-SHORE JURISDICTIONS Names of Companies GIBRALTAR

A Company name can be in any language, although the documentation must be in English and an English translation of the name must be given.

A name containing such words as Bank, Building Society, Chartered, Co-operative, Savings, Loans, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Trust, Trustees, Chamber of Commerce, University, Municipal or their foreign language equivalents require consent or a licence.

A name that may imply government patronage is not permitted.

Any name that in the opinion of the Registrar may be considered undesirable is restricted.

If the Company name includes such words as Bank, Building Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Switzerland, State, Country, Municipality, Principality, Red Cross or their foreign language equivalents, then consent or a licence are required.

A company name must not coincide with that of a major international corporation, unless there is written consent to incorporate.

Any name that in the opinion of the Trade Registry is undesirable or offensive is not permitted.

It is normal practice for the Trade Registry to refuse names that are associated with the banking and insurance industries or any name that would suggest government patronage.

A Company cannot use a name that, in the opinion of the Registrar, would suggest a connection with a Royal family or Government body.

The words Bank, Building Society, Savings, Loans, Insurance, Assurance, Reinsurance, Fund Management, Asset Management, Trust, Trustees or their foreign language equivalent require consent or a licence.

OFF-SHORE JURISDICTIONS Names of Companies GIBRALTAR

Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or abbreviations thereof are the required suffixes denoting limited liability .

The following suffixes are used to denote limited liability: Aktiengesellschaft or AG ; Gesellschaft mit beschrankter Haftung or GmbH. The French and German names including the words Bank, Buildings Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Council, Municipal, Cooperative or the foreign language equivalent require consent or licence. The suffix Societe Anonyme or SA is required to denote limited liability. There is no requirement to utilise a suffix to denote limited liability, although normally it is recommended that companies include the suffixes Limited, Incorporated, Corporation or abbreviations thereof. BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Names of Companies Company names are subject to the following requirements: The name may be represented in any foreign language or characters. A company name must not contain the following words or their derivatives, either in English or any other language, without the written consent of the Financial Secretary: TURKS AND CAICOS The following requirements apply to the name of a Company: The name must end with S.L. or S.A., depending on the type of Company. It is advisable for the name chosen to be Catalan-sounding. Company names are subject to the following restrictions: The name may be in any language that uses the Latin alphabet, but the Public Registry may require a German translation. A name that is identical or similar to an existing name is not acceptable. A major name that is known to exist elsewhere is not acceptable. A name that may imply government patronage cannot be used. A name that in the opinion of Company names are subject to the following restrictions: A name can be in any language that uses the Latin alphabet. If a non-English language name is used, the Registrar may request a certified English translation to satisfy him that the name is not restricted. Names identical to or similar enough to create confusion with existing companies or names that imply royal or government patronage are not permitted. Company names are subject to the following requirements and restrictions: Names may be expressed in any language that uses the Latin alphabet. A Spanish or English translation may be requested by the Registrar. A name similar to that of an existing company is not acceptable. Names of well-known companies incorporated elsewhere or a name that implies government patronage are not acceptable. ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Names of Companies Assurance, Bank, Building Society, Commonwealth, Co-operative Society, Fidelity, Friendly Society, Guarantee, Indemnity, Insurance, Re-insurance, Trust, Trustee, Underwriter, Royal, Imperial, Empire, Municipal, Chartered . The name of an exempt company need NOT indicate that it is a limited company. TURKS AND CAICOS the Registrar may be considered undesirable is not permitted. The following names or their derivatives require consent or a licence: Bank, Building Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Liechtenstein, State, Country, Municipality, Principality, Red Cross The name must end with one of the following suffixes denoting limited liability: Aktiengesellschaft or AG; Gesellschaft mit beschrankter Haftung or GmbH; Anstalt or Est. Names that in the opinion of the Registrar are considered undesirable, offensive or obscene are prohibited. Names including words such as Bank, Building Society, Savings, Loans, Trust, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Fiduciary, Broker or their foreign language equivalents require consent or a licence. A name must end with the suffix Limited or Ltd. to denote limited liability. Names containing the following words: Bank, Building Society, Savings, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Trust or their foreign language equivalents, require consent or a licence. All Panamanian corporations must end with the suffix Corporation, Incorporated, Sociedad Anonima or the abbreviations Corp, Inc or SA . They may not utilise the suffix Limited or Ltd. ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Company Incorporation DIRECTORS

OFF-SHORE JURISDICTIONS Directors Gibraltar companies must have a minimum of one director. This may be a corporate body or an individual. Details of the directors appear on the public file, but confidentiality can be preserved by the use of third party directors. A Gibraltar resident company secretary must be appointed. Gibraltar companies must have a minimum of one shareholder, which may be a corporate body or an individual. Details of shareholders appear on the public file but anonymity can be preserved by the use of nominee shareholders. Gibraltar companies are not favourably structured for the provision of Bearer Shares. GIBRALTAR The minimum number of directors is one. They may be natural persons or bodies corporate. They may be of any nationality and need not reside in the British Virgin Islands. Details of the directors do not appear on the public files. The minimum number of shareholders is one. No details of the shareholders appear on the public files but a register of shareholders must be kept at the company's registered office address. A minimum of one director/manager who must be a Swiss citizen and resident in Switzerland must be appointed. If more than one is appointed the majority must be Swiss citizens and resident in Switzerland. Corporate directors are not permitted. There is no requirement under Swiss Law for a company secretary to be appointed. The minimum number of shareholders depends on the type of Company: for an AG the minimum number of shareholders is three, while for a GmbH it is two. The minimum number of directors is three. These may be natural persons or bodies corporate. They may be of any nationality and need not be resident in Luxembourg. The Luxembourg Companies Acts does not provide for the appointment of a company secretary. The minimum number of shareholders is two. The minimum number of directors is one. Directors may be natural persons or bodies corporate. Details of the directors must be passed to the Companies Registrar, but this information is not available for public inspection. Directors do not have to be resident in the Cayman Islands, but one statutory meeting of the directors must be held within the islands every year. This may be done more conveniently by the appointment of proxies. The minimum number of shareholders is one. Details of shareholders are not maintained on public record. BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Directors A minimum of one director is required and corporate directors are permitted. An exempted company need only have one shareholder, and shares can be issued in bearer or registered form. Meetings need not take place on the islands, the objects may be unrestricted and details of shareholders and directors need not appear on public record. TURKS AND CAICOS A minimum of two shareholders are required and at least one shareholder must be of Andorran nationality owning a minimum of 67% of the company`s share capital. Non-Andorrans and non-residents can only own 33% of the share capital. Details of shareholders are kept at the local registry. An offshore company can be used to own 33% of the share capital. It is possible to arrange for an Andorran citizen to act in a nominee capacity for the ultimate owner of the company. The minimum number of directors for the Aktiengesellschaft (AG), GmbH and Anstalt is one. The directors may be natural persons or bodies corporate. A Liechtenstein Stiftung does not have a board of directors, but appoints a Foundation Council. The directors (members of council) may be natural persons or bodies corporate. They can be of any nationality, but at least one director (member of council) must be a natural person, a resident of Liechtenstein and qualified to act on behalf of the company. A company must have a minimum of two directors, who must be natural persons. There must always be sufficient Bermuda resident Directors to form a quorum in Bermuda. Directors who are not resident in Bermuda may be appointed. The directors must appoint a president and vice-president as officers, who need not necessarily be directors. A Bermudan company must appoint a resident company secretary, who must be a natural person. A minimum of one shareholder is required, and bearer shares are not permitted. Details of the directors must be registered on the public file. Both corporations and natural persons may act as directors and the minimum number of directors is three. They may be of any nationality and need not be residents of Panama. The directors of a Panamanian company must appoint a president, secretary and treasurer. This can be one person, but may not be either a director or a shareholder. The directors may equally appoint themselves. Panamanian law does not require details of any changes of shareholders to be lodged after incorporation. ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Directors TURKS AND CAICOS The concept of a company secretary is not recognised in the Principality of Liechtenstein. The minimum number of shareholders/equity participants/beneficiaries of any Liechtenstein entity is one. The beneficial ownership of the company must be revealed to the Government at the time of incorporation but such details are given in confidence. The share register of the Company is open to inspection by the general public but anonymity can be retained through the use of nominees. NB - bank references must be provided for the proposed beneficial owners of all Bermudan companies. The references must be provided by a Bank where the individual has had a personal banking relationship for a minimum of three years. . ANDORRA LIECHTESTEIN BERMUDA PANAMA

OFF-SHORE JURISDICTIONS Company Incorporation CAPITAL

OFF-SHORE JURISDICTIONS Capital The minimum authorised share capital is not limited, but normally companies with an authorised capital of GBP 2'000 are incorporated, as the minimum tax on share capital at the incorporation is GPB 10 (i.e. 0.5 % of GPB 2000). GIBRALTAR The minimum authorised share capital is not limited, but normally companies with an authorised capital of GBP 2'000 are incorporated, as the minimum tax on share capital at the incorporation is GPB 10 (i.e. 0.5 % of GPB 2000). The minimum authorised and issued share capital depend on the type of Company: AG : This type of limited liability company has a minimum authorised share capital of SFr 100,000, all of which has in practice to be issued and fully paid up. When the share capital exceeds SFr 250,000 a capital duty of 1% is payable on the amount over SFr 250,000. GmbH : The minimum authorised capital is SFr 20,000 but the company does not have shares; instead, the owners' share stake is registered in the Commercial Register. SFr 10,000 must be paid up on incorporation. The minimum authorised share capital of a 1929 Holding Company and a 1990 Company with SOPARFI provisions is 31 000 EUR all of which has to be issued and fully paid up. The capital can be expressed in any currency. The following classes of shares are permitted: registered shares, bearer shares (fully paid), preference shares and shares with or without voting rights. A company may have an authorised capital in any amount or currency and which may be divided into different classes of shares. It is normal to incorporate with an authorised share capital of US$ 50,000 divided into 50,000 common voting shares of US$ 1, this being the maximum to qualify for the minimum capital duty payable to the Registrar of Companies. The minimum issued share capital is one share of without par value, or one share with par value, but it cannot have both types of shares. The following classes of shares are permitted: registered shares with par or without par value, bearer shares, preference shares, redeemable shares and voting or non-voting shares. BRITHISH VIRGIN ISLANDS SWITZERLAND LUXEMBOURG CAYMAN ISLANDS

OFF-SHORE JURISDICTIONS Capital It is normal to incorporate an exempt company with an authorised share capital of US$5,000 divided into 5,000 common voting shares of US$1 each, which is the maximum capital to qualify for the minimum duty, which is payable at the time of incorporation. If the authorised share capital is more than US$5,000, capital duty is increased by 1 per cent of any amount over US$50,000; by 0.5 per cent of any amount over US$50,000, and by 0.1 per cent of any amount exceeding US$100,000. The minimum issued capital is one share with no par value or one share with par value. The classes of shares permitted are as follows: registered, bearer and preference shares, shares with/without par value or with/without voting rights. TURKS AND CAICOS The Societat Limitadad (S.L.) must have a paid up share capital of at least ESP1,000,000 (Spanish Pesetas). The Societat Anonima (S.A) must have a minimum paid up share capital of ESP 5,000,000. The share capital must be fully paid up in advance of incorporation. This amount must be deposited with an Andorran bank in a designated company incorporation type account. The bank must then issue a special certificate, addressed to the designated notary responsible for concluding incorporation formalities. The minimum number of shareholders/equity participants/beneficiaries of any Liechtenstein entity is one. The minimum authorised, issued and paid up share capital are as follows: An Aktiengesellschaft is CHF 50,000. Anstalt: CHF 30,000. Stiftung: CHF 30,000. Trust Enterprise: CHF 30,000. The standard authorised share capital of a Bermudan exempt company is US$ 12,000; divided into 12,000 common voting shares of US$ 1, which is the maximum amount to qualify for the minimum capital duty payable on incorporation and annually thereafter. The minimum issued capital is US$ 1. The following classes of shares are permitted: registered shares, preference shares, redeemable shares and shares with or without voting rights. Bearer shares are not permitted. The standard authorised share capital is US$ 10,000 divided into 100 common voting shares of US$ 100 each or 500 common voting shares without par value; the capital may be expressed in any convertible currency. The minimum issued capital is either one share without par value or one share with par value. The following classes of shares are permitted: non-voting shares, preferred shares, bearer shares and registered shares. Bearer shares must be paid in full. ANDORRA LIECHTESTEIN BERMUDA PANAMA

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