HAL Trust : Proposed amendment Articles of Association HAL Holding N.V.

English translation

ARTICLES OF INCORPORATION

HAL HOLDING N.V.

30 JUNE 2020

__ MAY 2023

NAME AND DOMICILE

Article 1

1. The name of the company is: HAL Holding N.V.
2. It is established in Willemstad, Curaçao but may have offices elsewhere.
3. The company may transfer its seat in accordance with the provisions of the National Ordinance Seat Transfer Third Countries pursuant to a resolution of the Managing Board,

which resolution may be adopted subject to one or more suspensive conditions.

PURPOSE

Article 2

The objects of the company are to perform activities in the commercial field in general, as well as to participate in limited liability and other companies and other legal entities and to conduct the management thereof, and also to finance limited liability and other companies and other legal entities, including the lending and borrowing of monies, the granting of security for, or the guaranteeing of, obligations of the company or obligations of third parties.

Furthermore the company is generally empowered to do any and all things for the attainment of its objects as may be either necessary or related thereto in the widest sense of the word.

DURATION

Article 3

The company shall be constituted for an indefinite period of time.

CAPITAL AND SHARES

Article 4

1. The capital of the company is divided into shares of two Euro cent (Euro 0.02) each.
2. Shares may only be issued against payment in full.

ISSUE OF SHARES

Article 5

1. Shares shall be issued at the time and on the conditions stipulated each time by the Managing Board with the approval of the Board of Supervisory Directors, provided, however, that without the approval of the general meeting of shareholders no shares or rights to acquire shares can be issued, if, as a result of such issue or the exercise of such right, the number of issued shares will be, may become or will remain more than ninetyone hundredmillion (90100,000,000). Shares shall not be issued below par. The actual issue shall be effected by way of deed signed by the company and the party to whom the share is issued.
2. At the occasion of an issue of shares each shareholder has a pre-emptive right in proportion to the combined amount of his shares. The pre-emptive right can be limited or excluded by the general meeting of shareholders. The exercise of the pre-emptive right, the exclusion or limitation thereof is mentioned in the convocation of the general meeting of shareholders in

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which the resolution to issue shares is addressed or when the resolution as referred to in paragraph 1 is being circulated.

1. When rights are granted to subscribe for shares the shareholders have a pre-emptive right; what is provided in paragraph 2 applies mutatis mutandis. Shareholders have no pre-emptive rights in respect of shares that are being issued to a person who is exercising a right to subscribe for shares that was acquired previously.
2. In respect of the disposal of shares acquired by the company the paragraphs 1, 2 and 3 shall apply analogously with the exception, however, that such disposal may also be effected

below par.

SHARES

Article 6

1. The shares shall be numbered consecutively.
2. The shares shall be registered shares. At his request a registered share certificate shall be

issued to a shareholder. Article 7

1. The transfer of shares shall be effected by way of a deed of transfer signed by the parties and either serving that deed upon the company or through written acknowledgement of the transfer by the company; such written acknowledgement shall be made by means of an annotation on a deed of transfer signed by the transferor and the transferee in the form approved by the Managing Board, or by way of a written statement from the company addressed to the transferee. The stipulations of this paragraph shall apply analogously to the allotment of registered shares in case of a partition of any community.
2. The company shall keep a register, in which, inter alia, the names and addresses of the shareholders and the specifications of their shares, the voting right as well as the contributions made on the shares shall be recorded. A duplicate copy of such register shall be kept at a place abroad to be stipu1ated by the Managing Board. If the register that is kept at the offices of the company for some reason should not be obtainable, the duplicate copy shall validly serve as the original.
3. The company shall not charge for a name change in the register.
4. At his request each shareholder has the right to inspect the register but only to the extent it

concerns information that relates to the shares held by such shareholder.

PURCHASE AND RECALL OF SHARES

Article 8

1. Pursuant to a resolution of the Managing Board adopted with the approval of the Board of Supervisory Directors, the company - without prejudice to what is further provided in this article - may acquire for its own account for valuable consideration fully paid up shares in its own capital, provided the equity of the company will not be, or as a result of such acquisition become, less than the aggregate par value of all issued shares at that time.
2. As soon as shares, representing more than half of the total number of shares outstanding with others than the company, are offered by the holders of such shares for that purpose the company shall be obliged to immediately purchase such a part of those shares - per block offered by one and the same shareholder rounded off downwards to one share - as shall correspond with the part that the number of shares that may be purchased by the company at

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that moment constitutes part of the nominal capital. The company shall then at the same time be obliged to repurchase a corresponding part of the shares offered thereafter by shareholders other than those referred to in the preceding sentence. The company shall then refrain from acquiring shares on other grounds. When determining the number of shares in respect of which the obligation to purchase referred to in the second sentence of this paragraph exists, the shares previously considered for the stipulation of such number shall not come under consideration.

1. An offer as referred to in the preceding paragraph may be made either in writing or by word of mouth to the Managing Board or to one of the persons designated to the effect by the Managing Board.
   The names and addresses of such persons shall be disclosed by means of registered letters addressed to all shareholders at the addresses referred to in paragraph 2 of article 7.
2. In case of repurchase of shares as referred to in the second paragraph, the company shall pay to the shareholder in question a purchase price being the nominal amount of the share, increased by the part of the reserves and of the profit over the current financial year to be applied thereto.
3. Payment shall be effected within ten days after receipt of the offer - not counting the day of receipt - by the Managing Board or by one of the designated persons mentioned above, respectively. The manner of payment shall be determined by the Managing Board or by the person referred to in the preceding passage, respectively. At the discretion of the Managing Board or the aforementioned person, respectively payment may be made either in cash or by tendering in payment to the shareholder in question assets of the company, or shall be effected in another manner to be agreed on with the shareholder in question.
4. If payment is effected by a person, as referred to in paragraph 3, such person shall at the same time be authorized to perform all acts of transfer and all other acts required in connection therewith on behalf of the company.
5. The company shall not derive any voting or preference rights from shares in its own capital on any ground whatsoever. Nor shall such shares be included when determining a quorum at any meeting.
6. The shares held by the company in its own capital may be recalled by the Managing Board

with the approval of the Board of Supervisory Directors.

GENERAL MEETING OF SHAREHOLDERS

Article 9

1. The general meetings of shareholders shall be held in Curaçao, Aruba or Sint Maarten.
2. The shareholders and all others entitled to attend a general meeting of shareholders as referred to in article 129 Book 2 Civil Code shall be invited to attend a general meeting of shareholders by the Board of Supervisory Directors or by the Managing Board.
3. The notice to attend a general meeting of shareholders shall be in writing and send not later than on the twelfth day prior to the day of the meeting, - not counting the day of the notice and that of the meeting, - to the addresses referred to in the second paragraph of article 7 of the persons concerned.
4. The subjects to be dealt with shall always be mentioned in the notice of the meeting. Those convening the meeting shall submit for inspection by each shareholder a copy of the agenda

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and of the appendices thereto, and will make available copies thereof in the number desired by the shareholders, free of charge, to each shareholder till after the close of the meeting.

5. If a proposal is made to amend the articles of incorporation, those convening the meeting shall at the same time submit for inspection by each shareholder a copy of such proposal containing the amendment proposed, verbatim, at the offices of the company as also at a place in Amsterdam to be stipulated by them and to be mentioned in the notice of the meeting, and make available copies thereof in the number desired by the shareholders, free of charge,

to each shareholder till after the close of the meeting. Article 10

1. One vote may be cast for each share.
2. The members of the Managing Board and the members of the Board of Supervisory Directors shall have an advisory vote in a general meeting of shareholders and when resolutions are

adopted by the general meeting of shareholders outside a meeting. Article 11

1. Every shareholder may be represented at a meeting by a proxy authorized in writing.
2. Should shares belong to an undistributed community, the joint owners may be represented in the exercise of their rights towards the company only by one person designated to the

effect by all of them jointly. Article 12

1. The annual general meeting of shareholders shall be held at the latest six months from the close of each financial year.
2. The order of activities shall be:
3. 1. the dealing with the report of the Managing Board regarding the business of the company and the management conducted, which report shall be rendered in writing;
   2. the submitting of the report of the Board of Supervisory Directors;
   3. the approval of the balance sheet and the profit and loss account, together with the explanatory memorandum;
   4. the discharge (décharge) of the members of the Managing Board and the members of the Board of Supervisory Directors in respect of their duties of management and supervision, respectively, during the preceding financial year;
   5. the filling of vacancies;
   6. the dealing with and resolving on motions of the Board of Supervisory Directors or of the Managing board;
   7. the dealing with and resolving on motions of shareholders, provided such motions have been submitted to the Board of Supervisory Directors in writing and at such time that they may be announced with due observance of the provisions of paragraph 3 of article

9, and have thus been announced.

Article 13

These articles of incorporation may be amended by resolution of the general meeting of shareholders, which resolution may be adopted only on the motion of the Managing Board, such motion requiring the approval of the Board of Supervisory Directors and without prejudice to the provisions of article 134, paragraph 1, second full sentence of Book 2 Civil Code.

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Article 14

1. Except for such cases in which a larger majority is required, all resolutions shall be adopted by absolute majority of votes.
2. In case of an equality of votes at the appointment of persons the decision shall be taken by lot. When in other cases there is an equal number of votes on a motion it shall be considered

defeated.

Article 15

1. The chairman shall determine the manner of voting, it being understood that, if desired by one of those present who are entitled to vote, appointments, suspensions and the discharge of persons shall be voted on by closed unsigned ballot papers.
2. The chairman shall decide effectually with regard to all matters concerning the order of the

meeting, as well as with regard to the outcome of a voting. Article 16

1. The chairman of the Board of Supervisory Directors shall act as chairman of the general meeting of shareholders; in the absence of the chairman of the Board of Supervisory Directors, the members of the Board of Supervisory Directors present at the meeting shall designate by majority another person -whether or not from their number - to be chairman. In the absence at the meeting of all the members of the Board of Supervisory Directors the meeting shall provide for its own direction.
2. Minutes shall be kept of the business transacted at all general meetings of shareholders unless a notarial report is drawn up thereof, which minutes shall be confirmed and signed by the chairman and a shareholder designated thereto by the chairman. Each shareholder is entitled

to a copy of the minutes. Article 17

Special general meetings shall be held as often as the Board of Supervisory Directors or the Managing Board shall deem such necessary.

Article 18

1. The Managing Board shall be obliged to convene a general meeting as often as the Board of Supervisory Directors shall wish this to be done. In addition general meetings shall be held if one or more shareholders representing at least one/tenth of the nominal capital submit a request to the Managing Board or to the Board of Supervisory Directors in writing while accurately stating the subjects to be dealt with and provided they have a reasonable interest in doing so.
2. If the Managing Board or the Board of Supervisory Directors has not complied with the request of the shareholders as referred to in the first paragraph within fourteen days after the day the request has reached the company or the body concerned, the petitioners can themselves convene a general meeting. In view thereof, the Managing Board shall give the

petitioners access to the register as mentioned in article 7.2. Article 19

1. The shareholders may adopt all resolutions which they may pass at a meeting, without holding a meeting as well. Such resolutions are adopted by written voting outside of a meeting and require that all persons entitled to vote on the topic concerned have cast a vote