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REGISTRATION NO: 1BC/07/16/13113
oe
amo Registered and Filed
ADDENDUM Anger this’ Day of2ch-2o19
TO THE MEMORANDUM OF ASSOCIATION eg
AND
ARTICLES OF ASSOCIATIONOF
BHS INVESTMENT LTD.
A COMPANY INCORPORATED ON 27 JULY 2016
IN RAK INVESTMENT AUTHORITY UNDER INTERNATIONAL BUSINESS.
COMPANIES REGULATIONS 2006, AMENDED ON MARCH 2012,
RE-REGISTERED UNDER THE RAK ICC BUSINESS COMPANIES
REGULATIONS, 2016 AS A COMPANY LIMITED BY SHARES.ADDENDUM TO MEMORANDUM OF ASSOCIATION
OF
BHS INVESTMENT LTD.
A COMPANY INCORPORATED ON 27 JULY 2016 UNDER THE RAS AL KHAIMAH
INVESTMENT AUTHORITY REGULATIONS ON INTERNATIONAL BUSINESS
COMPANIES 2006 ANDRE-REGISTERED UNDER THE RAK ICC BUSINESS
COMPANIES REGULATIONS 2016 AS A COMPANY LIMITED BY SHARES.
THIS ADDENDUM to the Memorandum & Articles of Association of BHS
INVESTMENT LTD.., an International Business Company incorporated in RAK
Investment AuthOrity under the Regulations on International Business Companies, 2006,
amended on March 2012 is executed this 26" day of FEBRUARY 2017, by BADER H AN
ALSANAFI (The shareholder)
‘The shareholder hereby declare his legal capacity to sign this Addendum and agreed as
follows:
PREAMBLE:
WHEREAS the shareholder has incorporated an International Business company daly
incorporated in Ras Al Khaimah Investment Authority under the Name BHS
INVESTMENT LTD., (the “Company”) as per Certificate of — Incorporation No.
(Registration no, IBC/07/16/13113) issued on 27 JULY 2016 and Memorandum & Articles
of Association executed on the same day with registration number (Registration no.
TBC/07/16/13113) under the Regulations on International Business Companies, 2006 and
amended on March 2012.
WHEREAS, pursuant to the Ras Al Khaimah Emiri Decree No.4 Of 2016, all companies
incorporated in RAK Investment Authority under Regulations on International Business
‘Companies 2006, amended on 2012, shall be transferred and Re-registered under RAK ICC
BUSINESS COMPANIES REGULATIONS 2016. The shareholder has executed a
resolutionto re-register the company underRAK ICC BUSINESS COMPANIES
REGULATIONS 2016 as a company limited by shares and to amend the Memorandum and
Articles in accordance withRAK ICC BUSINESS COMPANIES REGULATIONS 2016to
reflect the changes mentioned hereunder in this addendum and to effect the above re~
registrat
Name - Former Clause | shall be interpreted in accordance with 9 (1)(a) and Articles 17
1 38 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
(1) The name of the Company is BHS INVESTMENT LTD.
Status - Former Clause 2 shall be interpreted in accordance with 9 (1)(b)&10 (I)of
RAK ICC BUSINESS COMPANIES REGULATIONS 2016
(1) The Company is a company limited by shares.
° (E>
S
Ness
heRegistered Office - Former Clause 3 shall be amended and interpreted in accordance
withO(1(e) and Article 91,95,96 & 97 of RAK ICC BUSINESS COMPANIES
REGULATIONS 2016
(1) The Registered Office of the Company is situated at C/o AURION FZE, PO BOX
122390, SAIF SUITE L2 15, SHARJAH, UAE,
Registered Agent - Former Clause 4 shall be amended and interpreted in accordance
with9(1)(d) and Article 92 to 99 of RAK ICC BUSINESS COMPANIES REGULATIONS
2016
2
(1) The registered agent of the Company is AURION FZE, PO BOX 122390,
SAIF SUITE L2 15, SHARJAH, UAE
Former Clause 5,6,7,8,9 shall be amended and interpreted in accordance with Article
9(2) and Article 40 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
(1) The objects of the company are:
INVESTING IN PROPERTIES
‘THE ABOVE MENTIONED ACTIVITIES SHALL BE CARRIED OUT OUTSIDE UAE
Former Clause 10,11,12,13,14,15,16,17818 shall be amended and_interpretedin
accordance with Article 9(1)(e) to %h) of RAK ICC BUSINESS COMPANIES
REGULATIONS 2016
Former Clause 17 shall be amended and interpretedin accordance with Articles 11 of
RAK ICC BUSINESS COMPANIES REGULATIONS 2016
Former Clause 18 shall be amended and interpretedin accordance with Articles 12 to 16
of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
On the date of adoption of the Memorandum and based on the register of members of
the Company maintained by the Registrar, the Shareholders and the number of Shares
held by each of them, is as follows:
‘Name Address Shares Held |
BADER HAN HOUSE NO.394, BUILDING [1,000 shares of USD
ALSANAFI 5, BLOCK 5, STREET NO.43, | 100.00 par value each
KHAITAN AREA, KUWAITADDENDUM TO THE ARTICLES OF ASSOCIATION
OF
BHS INVESTMENT LTD.
A COMPANY INCORPORATED ON 27 JULY 2016 UNDER THE RAS AL KHAIMAH
INVESTMENT AUTHORITY REGULATIONS ON INTERNATIONAL BUSINESS
COMPANIES 2006 AND RE-REGISTERED UNDER THE RAK ICC BUSINESS
COMPANIES REGULATIONS 2016AS A COMPANY LIMITED BY SHARES.
e
The articles of association of the Company as in effect immediately prior to the Company's
application for re-registration under the Regulations (the “Former Articles”) shall be
amended as follows:
i Former Article 1,2&3 shall be amended and interpreted in accordance with Article
2,3& 4 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016.
2. Former Articles 4, 5& 6shall be amended and interpreted in accordance with Article
45 to 58,60 to 64 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016.
3. Former Articles 7,8,9shall be amended and interpreted in accordance with Article
59,65,66 &67 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
4. Former Article 14,15 shall be amended and interpreted in accordance with Articles
78,165 to 173 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016,
5S. Former Article 16 shall be amended and interpreted in accordance with Articles 71 to
77 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
6. Former Article 17 to 25& 34 to 39 shall be amended and interpreted in accordance
with Articles 114 to 138 of RAK ICC BUSINESS COMPANIES REGULATIONS
2016
7. Former Article 26 to 33shall be amended and interpreted in accordance with Articles
82 to 90 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
8. Former Article 41 shall be amended and interpreted in accordance with Articles 101
to 107 of RAK ICC BUSINESS COMPANIES REGULATIONS 2016
1, BADER H A N ALSANAFI for the purpose of Re- registering the company 10 RAK ICC
Business Companies Regulations 2016 hereby sign these Addendum to the the 26" day of
FEBRUARY 2017. '
BADER HAN ALSANAFI - Shareholder el atm yt
Bader H. Al-Sanafi
AURION FZE,
Being the Registered Agent of BHS INVESTMENT LTD.
Signature and Stamp