Beruflich Dokumente
Kultur Dokumente
To the
Office of Foreign Assets Control
U.S. Department of the Treasury
Attn. International Programs
1500 Pennsylvania Avenue, N.W.
Washington, DC 20220
Re.; Request
Dear Sirs,
As stated by the attached fourteen (14) file documents, officially translated into a
total of thirty four (3-4) file documents, the undersigned petitioner has never been
or is member, partner, shareholder, associate, employee or executive of the
ALERO S.A. corporation.
The ALERO S.A. corporation was constituted and liquidated pursuant to the "Laws
of the Republic of Colombia and in these public documents, which are the basis for
my request, I repeat, my name does not appear In any type of action which
compromises me and legitimizes the illegal Inclusion In the Clinton Ust.
For all effects regarding the investigation carried out by this office, I wish to inform
that you may contact me at the following address:
I in Cali. Email:
Sincerely
001126
All redactions made pursuant to exemptions
(b)(6) and (b)(7)(C), (b)(7)(F)
Seftores
Office of Foreign Assets Control
U.S. Department of the Treasury
Attn. International Programs
1500 Pennsylvania avenue, N.W.
Washington,D.C. 20220
Cordial Stludo:
Tal y como consta en los documentos anexos en un total de catorce (14) folios utilcs
que fueron traducidos oiicialmente en un total de treinta y aiatro (34) folios litiles,
quten suacribe esta petici6n en ningiin raomento ha sido, es o file integraitte, socia,
accionieta, asociada, empleada o directivs de la sociedad ALERO S A
Cordialmente,
C.
001127
All redactions made pursuant to exemptions (b)(6) and
(b)(7)(C), (b)(7)(F)
OXFORD
TRANSLATORS
Translation No. AleroConstSocAno94,2918 January 28, 2005 page 1
^^h,TORs:HHHIHHHHHHHHHHHHHH
BUSINESS NAME: ALERO S.A.
In the city of Santiago de Cali, State of Valle del Cauca, Republic of Colombia, before
me, J i m H ^ ^ ^ m A c t i n g Nineteenth Notary Public, came
forth: H H | | H ^ H I H H H H I I ^ H H H f s m a i a - °f aSe- a resident of this city,
identified with Colombian citizenship card No. H H H H ' i s s u e d in Cali, Valle, marital
status: married, with an ongoing conjugal society, able to enter into contract and be bound
by it, who acts here as the liquidator and/or Legal representative of the ALERO S.A.
Society, as accredited by the Certificate issued by the Chamber of Commerce of Cali,
attached here so that it can be come part of this instrument, and stated thus: FIRST: That
through this public instrument she intends to put down in public deed the Minutes for the
General Assembly of Shareholders through which the society is liquidated, according to
the following...
MINUTES
st
On the 21 day of December 1,996, the shareholders of the ALERO S.A. society gathered
at the headquarters of the society to liquidate it. They hold a Special General Assembly,
prior to being served the legal notice by the Liquidator or Legal Representative and in
order handle the following orders of the day
THIS PAPER IS FREE OF CHARGE FOR THE USER
(Sea!) REPUBLIC OF COLOMBIA / NINETEENTH NOTARY PLJgLJC^n^r.AU
(Colombian e m b l e m ) / • • • • • • / A C T I N G NOTARY
001128
All redactions made pursuant to exemptions (b)
(6) and (b)(7)(C), (b)(7)(F)
OXFORO
S S TRANSITIONS
Translation No, AleroConstSocAno94.2918 January 28, 2005 page 2
1. - Verify there is quorum.
2. -Appoint the President and Secretary,
3. - Liquidate the society.
4. - Authorize the Liquidator or Legal Representative to register the liquidation deed.
5. - Pay Liquidator's fees.
6. - Approve Minutes.
DEVELOPMENT.
1. - VERIFY THERE IS QUORUM.- The Liquidator of the society in association with the
Tax Auditor, proceeds to make a roll call with the following result:
SHAREHOLDERS/REPRESENTATION No. SHARES. SHARE %
3 10%
3 10%
3 10%
3 10%
3 10%
Inversiones Ara Ltda / I ^ ^ ^ ^ ^ ^ ^ ^ H 15 50%
TOTAL 50 100%
Having verified that there is quorum, it is established that there is 100% attendance.
Consequently, the assembly proceeds to make any type of decision and especially
those dealing with the orders of the day.
(Seal) REPUBLIC OF COLOMBIA / NINETEENTH NOTARY PUBLIC OF CALI
(Colombian emblem) flHHHHi ACTING NOTARY
(Seal) REPUBLIC OF COLOMBIA / ASSOCIATION OF PUBLIC NOTARIES OF
COLOMBIA / NOTARY STATIONERY PAPER / (Logo of the institution)
AA 4907567 Translator's note: handwritten number: 84
2. - APPOINT PRESIDENT AND SECRETARY: Having analyzed the initial proposal,
HHMHIIMHHH^HHHHH 'S aPP°'n(ed President a n d m m | |
GARCIA Secretary. Both declare they are now legally holding said positions and
OXFORD
TRANSLATIONS
Translation No, AleroConstSocAno94.2918 January 28, 2005 page 3
promise to fulfill their legal and statutory duties. '
3. - LIQUIDATION OF THE SOCIETY: The Liquidator declares that she has called this
Assembly to make decisions concerning the liquidation of the society and especially to
approve the final accounts of liquidation and also the distribution of the remaining
balance among the shareholders so that the estate society is totally liquidated.
To said effect the Liquidator goes on to present the accounts that will be reviewed
below (See Attachment).
-.Having Presented it the previous proposal to the General Assembly of Shareholders
for consideration, they move on; TO APPROVE THE LIQUIDATION BALANCE OR
THE FINAL LIQUIDATION ACCOUNT. Once the proposal was put to vote, it was
unanimously approved by 100% of the deliberating quorum.
-. Proposal for surplus distribution
$ 700,000. oo
700,000. oo
700,000. oo
700,000. oo
700,000. oo
3,500,000. oo
TOTAL 7,000,000. oo
THIS PAPER IS FREE OF CHARGE FOR THE USER
(Seal) REPUBLIC OF COLOMBIA / NINETEENTH NOTARY PUBLIC OF CALI
(Colombian emblem) J H H H H H ' ACTING NOTARY
Submitted to the Genera1! Assembly for consideration, they approve the following
surplus distribution.
All shareholders declare to have received their share of the distribution of the applicable
surplus and distributable to each, reason why they sign the corresponding receipt and
issue a Free From All Debts receipt, declaring their agreement with the distribution made
OXFORD
President. Secretary.
(Signed by the parties). THE MINUTES ENDS HERE.
OXFORD
GRANTING. Having read this instrument, the deponent approves it and states that she
has nothing further to add or Clarify to what is written.
THIS PAPER IS FREE OF CHARGE FOR THE USER
AUTHORIZATION. Having complied with all the legal formalities the undersigned
Acting Notary public authorizes this instrument which she signs along with the grantor
after
advising her of the need to register it at the Chamber of Commerce of Cali, within the
legal allotted time.
FEES: $26,010.00 Colombian pesos Decree 1681 of 1,996.
Prepared on notary stationery pages No. AA. 4907566-67-68.-
DEPONENT, (Signed and f>ngerprinted)|HHHHHHHHHHflHHHi
(Liquidator of Alero S.A.)
Colombian Citizenship C a r c t m i issued in Cali, Valle.
Translator's note. The following information appears on the right side - near the center-
of the last page of the deed: (Colored seal) Superintendence of Public Notaries and
Records / The Director of Notary Proceedings certifies that the Notary Public who
authorized this document was duly performing her duties on that specific date,
(Mechanical signature)
December 7, 2004.
ACTING NINETEENTH NOTARY PUBLIC,
(Signed and sealed) ^ ^ ^ ^ ^ ^ H | H | | H H | f l H ^ ^ j H
(Seal) Dr. jHHHHllV^TINGNOTARYPUBLfC^
(Round seal) MINISTRY OF FOREIGN AFFAIRS / INTERNAL GROUP FOR
LEGALIZATIONS AND APOSTILLES
(Seal) / (Colombian emblem) / REPUBLIC OF COLOMBIA
OFFICE OF THE NINETEENTH NOTARY PUBLIC OF CALt
OXFORD
OXFORD
TRANSLATIONS
Translation No. AleroConstSocAno94.2918 January 28, 2005 Page 8
OXFORD
TRANSMTfOJVS
Translation No. AleroConstSocAno94.2918 January 28, 2005 Page 9
REPUBLIC OF COLOMBIA
MINISTRY OF FOREIGN AFFAIRS
APOSTILLE
R£PUBUCOI;COLOMHAfiEPUaUca=caoMBWGPUSUC0KXX»H^
No. OF PAGES: 1
CP4S6757
Translator's notes: 1. (See bar code on the original document)
2. (The following information appears on the left side of the original document) AQ232329
Official rrati-;l-ioi
by thn Miriist.-ii-t " f Justice,
Foroign Winlrs tmd Education
Resolution No. 2889
Offlclal
Translated by WKHEEm Translator, Registered with trie Ameri
Approvedb^ieMlnlsMesotForelgn Atlajrs^duoation and Justic^flsoIuJIon N&J889 -1
PhoneJHHBBBB/ CellulaJHHHHI BeeperMWICodeBBJ • M I : | H H I H H I | - Cal
001136
|AH redactions made pursuant to
exemptions (b)(6) and (b)(7)(C),
(b)(7)(F)
OXFORD
In Cali, State of Valle del Cauca, Republic of Colombia, on the FIFTH (5th) day of the
month of AUGUST, nineteen ninety-four (1994), before me, |
/ SATIZABAL / NINTH Notary Public of the Circuit of Cali, came forth Mr.: |
H H H H H H H H H I ' of a9e- a resident of this city, identified with Colombian
citizenship card No. H H H H issued in Cali, Mrs. H H H H H M I H H H H I
[, of age, a resident of this city, identified with Colombian citizenship card No.
issued in Bogota, H H ^ H H H H H H H H H H H M H H i °f a9e> a
resident of Cali, identified as it appears at the bottom of her signature, who acts as the
General Legal Representative o f H H H H H H H H H H J ! i ! ! ^ R > as certiffed by the
power of attorney attached for record, M H H H H H H H I H H H H H H H H H H H H i
of age, a resident of this city, identified with Colombian citizenship card No. No.
of a 8 a
H H H H issued in Cali,gg^HHflHHHHHH> 9 > resident of this city,
identified with Colombian citizenship card No. N o . m | issued in Cali, who acts as
the Legal Representative of the INVERSIONES ARA LTDA. Society, as certified by the
attached Certificate of the Chamber of Commerce of Cali, along with a true to the original
Copy of the Board of Members Minutes No. 7, where it is authorized to incorporate a
society created through this instrument and of which H J H H H H H I ^ H H I
m [ of age, a resident of this city, Identified with Colombian citizenship card No.
No
- 1 H H H I issued in Cali, the person she represents is a member, who acts as the
as
General Legal Representative J j ^ ^ ^ H H B H H H H H H H H H K certified
OXFORD
TRANSMT1OJVS
Translation No. AleroConstSocAno94-En,2918 January 28, 2005 page 11
by the true to the original copy of the Power of Attorney attached for record, all of sound
mind and body, the first four married and the last one single, able to enter into contract and
be bound by it and they stated:
FIRST: That in this public instrument they act in the aforementioned conditions.
SECOND: That in the conditions described and through this deed they incorporate an
anonymous commercial society known as ALERO S.A. guided by the following:
ARTICLES OF INCORPORATION
CHAPTER I. BUSINESS PURPOSE - NAME - LOCATION - DURATION:
ARTICLE ONE:- It is a commercial society, Colombian, a type of anonymous society. Its
organization and operation is governed by the following articles of incorporation and In the
absence of an express stipulation, by the regulations sat by the Code of Commerce.
Translator's note. The following information appears horizontally on the lower left corner
and on the left side of the deed respectively: - (Logo - LEG IS) / AD rights reserved
- 3 Sealed / (Seal) August 9.1994 / (Illegible) #17993 / (Illegible) 12/94
Minerva form 55-000 (illegible). Photocopying this document is prohibited
ARTICLE TWO: The society goes by the name ALERO S A and its headquarters are
located in the municipality of Call, State of Valle del Cauca, Republic of Colombia.
ARTICLE THREE: The society will have a duration of (30) years, starting from the date
this Instrument is granted. However, this period can be extended before it expires through
a decision by the general assembly of general shareholders. r
CHAPTER H. ARTICLE FOUR: Business Purpose.' The business purpose of the society
is to carry out all types of business and commercial activities pertaining to designing,
dress making, manufacture and tailoring of Clothing garments and Articles for the Home.
To said end, to carry out all types of business and industrial activities to purchase, sell,
distribute and grant exclusive rights, with our own staff or through individual in and out of
the legal field. In order to carry out its business purpose the company can carry out the
Translated byBHHHiOfilcJal Translator, Reglstared with the American and Canadian Embassies
Approved by the Mlnlstrim^l Foreign AffajreJEducalion and Justice. Resolution Ho. 2889 - £ " J
PhondHHHHHH/ CellularHWHHI Beepar:HH| Code • • - E-mail]
All redactions made pursuant to exemptions (b)
(6) and (b)(7)(C), (b)(7)(F)
OXFORD
following activities: a) To invest in fixed or movable urban or rural assets, and acquire
some of them here and there for the purpose of exploit them according to their nature and
destination, and also to manage, lease, put a lien and/or transfer those fixed or movable
assets, b) To carry out all types of businesses and industrial activities geared to achieving
the main business purpose, c) To purchase, sell distribute, import and/or export all types
of merchandise, products, raw materials and/or articles needed for the manufacturing and
capital goods services sector, and also for their transformation, transportation and market,
d) To invest its own funds in shares, bonds, fixed term deposits, accounts in financial
institutions and securities and to invest its own funds in stocks or parts, shares in business
societies and also to negotiate with all types of rights, as long as in said events it is linked
to manufacturing, producing, distributing and selling all types of products, g) To mutually
give or take money or in kind, without becoming involved in financial intermediation
activities, h) To negotiate invention patents, trademark or name brand registrations and
to enter into contracts related to patent rights; i) To open a checking account, j) To draw,
sign, collect, protest and pay all types of loan deeds.
(Logo) / MINERVA / DOCUMENT STATIONERY
(Translator's note: Handwritten number appearing on the top of the original page) 338
COMES FROM PAGE # C.A. #5045826 CA-5045827
(Sealed and initialed) NINTH NOTARY PUBLIC / COLOMBIA / CALI
K) To execute all acts and enter into civil, labor, fiscal and administrative Contracts aimed
at furthering the business purpose, I) To lend personnel, its own or other's equipment,
technology and specialized services related to any of the social businesses.
PARAGRAPH; The society can give personal or real guarantees to back up loans
acquired by third parties be it regular or legal individuals, once it receives the express
approval reached by board of directors to said end. •
CHAPTER III. ARTICLE FIVE: Capital, shares, shareholders. The authorized capital for
OXFORD
TRANSIAHONS
Translation No. AleroConstSocAno94-En.2918 January 28, 2005 page 13
Translaied by • H ^ M Official Translator, Registered with the American and Canadian Embassies
Approved by the Ministries of Foreign Affairs, Education and Justice. Resolution No. 2869 -
tag:gHHH|C9Us|^H| Beeper:HHiCodsBB- E-mail: I • Cali
01140
All redactions made pursuant to exemptions (b)
(6)and(b)(7)(C),(b)(7)(F)
OXFORD
ARTICLE NfNE: Content of Certificates.- Certificates will be issued with the following
characteristics: 1) They will be issued in numbered security paper, listing the date and the
office of the notary public where the incorporation deed was registered and the number of
the resolution from the Superintendence of Societies that authorized its operation, if that
is the case. 3) The amount of shares represented in each certificate and their nominal
value. 4) Shareholder's Full Name
ARTICLE TEN: Temporary certificates - Subscribers will only receive a temporary
certificate if they have not paid the total value of the shares subscribed. The transfer of
these certificates will be subjected to the conditions required for permanent certificates and
the grantor and grantee will be held mutually responsible for any balance due. Once
shares have been fully paid, the temporary certificate will be replaced by the
corresponding permanent certificate.
ARTICLE ELEVEN: Preferential Right.- In the event of a subscription.- During any issue
of shares, shareholders will have preference to subscribe an amount directly proportional
to the shares in their possession on the date the society's board of directors approves the
corresponding share issue regulation. The offer will be made in private through a written
communication sent by mail to the last address each shareholder registered at the society,
The right to subscribe shares will be freely negotiable and shareholders can transfer them
within the terms of the subscription regulation. r
OXFORD
OXFORD
working days prior to regular assembly meetings. 5) To receive a part of the social assets,
proportional to their shares, at the time of the liquidation, after the society has paid its
external liabilities.
Minerva form 55-00 0 (illegible) Photocopying this document is prohibited
CHAPTER IV. MANAGING BODIES OF THE SOCIETY. ARTICLE SIXTEEN: Managing
the society.- The society will be managed by the general assembly of shareholders, the
board of directors and management according to the competence and functions set forth
in this statute. Additionally, the society will have a tax auditor who will act as a permanent
OXFORD
Translated by ^ ^ H ^ H OHIcial Translator, registered wllh (ha American and Canadian Embassies ^ ^
Approvedb^heMinlstriesof Foreign Affalrs^ducatori and Justice, Resolution Ho. 2888 ' H H H H H H J ^ H H ^ H H I
001144
All redactions made pursuant to exemptions (b)(6) and
(b)(7)(C), (b)(7)(F)
OXFORD
OXFORD
TRANSLATIONS
Translation No. AleroConstSocAno94-En.2918 January 28, 2005 page 19
majority, Once the assembly is called in for a regular or a special session, if the quorum
established in this article cannot be had, there will be a new summon. During the meeting
originated by this latter summon, it will deliberate and decide with a majority of persons
who own any amount of shares, except in those cases where a special quorum is required.
The new meeting will not be held within the following ten (10) working days or thirty (30)
calendar days after, starting from the date set for the first summon,
ARTICLE TWENTY-FIVE: Suspending and adjourning deliberations.- Assembly
deliberations can be suspended as many times as necessary and be continued later within
a period that does not exceed three (3) days whenever a decision is reached by a majority
of persons in attendance representing at least fifty-one percent (51 %) of the subscribed
shares present at the meeting, However, this norm does not apply to whoever presides a
(Translator note: missing material from original document) session.
ARTICLE TWENTY-SIX: Extending deliberations.- Deliberations cannot be prolonged for
more than three (3) days, if all the subscribed shares are not present.
ARTICLE TWENTY-SEVEN: Elections.- The electoral quotient will be applied whenever
electing two or more people to become part of the same commission or association body.
This will be determined by dividing the total number of valid votes cast by the persons to
be elected.
(Logo) MINERVA DOCUMENT STATIONERY 5
(Translator's note: Handwritten number appearing on the top of the original page) 341
COMES FROM PAGE # C A - #5045830 CA-5045831
(Sealed and initialed) NINTH NOTARY PUBLIC / COLOMBIA / CALI
The count will begin with the list that obtained the highest number of votes and so on, in
descending order. From each list we will declared elected as many names as can be
divided by the quotient in the number of votes cast by the assembly. If there are still
positions to fill, these will go to remaining candidates with the highest results, counting
OXFORD
them also in descending order. In the event of a tie between the remaining candidates, it
will be decided by luck. Blank votes will be counted in order to determine the electoral
quotient. Persons elected cannot be replaced in partial elections without proceeding to a
new election where the electoral quotient is used, unless vacancies are unanimously
nrovirififi , , . 1IIM|M . ,,,.^.M^JIUU^^JLIII^JHI i_i^-.»nTi • . . ... •...,»r iwn^, ..,.I...H.J ... _»*_„ •» __HM
ARTICLE TWENTY-EIGHT: Minutes.- An account of what took place in the meetings will
be recorded in the book of minutes of the assembly, registered and foliated at the chamber
of commerce of the social headquarters. The minutes for every session will begin with the
corresponding order number and will at least, specify the place, date and time of the
meeting, the type and how far in advance it was convened, the list of attendants indicating
the number of shares they hold or represent and the total shares; topics discussed,
decisions made and the number of votes in favor of a commission who will present a
written report. The-minutes must be signed by the president of the assembly and by the
secretary, Copies of the minutes authorize by the secretary or by some society
representative, will serve as proof of the events recorded in it, as long as there is no proof
of forgery of the copy or the minutes.
ARTICLE TWENTY-NINE: Board of Directors.- The society will have a board of directors
consisting of three (3) officers, each of which will have a personal alternate who will
replace him/her during temporary or total absences,
ARTICLE THIRTY: Election.- Board officers and altenates will be freely elected and
removed by the general assembly of share holders.
ARTICLE THIRTY-ONE: Duration.- The duration period of the board of directors will be
one (1) year, which will begin on the 1 st of April of each year and finish on March 31 * of the
following year. PARAGRAPH: The members of the board of directors will hold their posts
uninuiBydioraltIUVOU.-«—-—-~———~—~—— —.-- _ . _ . »_•«__—„»_._.„__..___—___„«.•..
Translated by M M H I Official Translator, Registered with the American and Canadian Embassies
ApprovedbvttieMinlBirle^M^relgn AHajra^EdtJcafion and Justice. Resolution No, 2689 • Tea^fl^QJorrtj^mwijjajUjjjjlijral center
001147
All redactions made pursuant to exemptions (b)
(6), (b)(7)(C), (b)(7)(F)
OXFORD
ARTICLE THIRTY-TWO: Functions of the Board of Directors.- The board of directors will
have the following functions, in addition to the special ones assigned by the assembly:
1) To set the parameters and general guidelines to manage company businesses
according to the guidelines set by the assembly of general shareholders. 2) The society.
18) To submit to the assembly, all other reports and recommendations it deems
appropriate, during regular and special meetings. 19) To delegate to the general manager
some of its functions, which can be delegated according to Law. 20) To authorize the
company manager to carry out acts and enter into contracts for amounts that must not
exceed Twenty-Million Colombian pesos ($20,000,000.oo).
ARTICLE THIRTY-THREE: Regular sessions.- The Board will hold regular sessions at
least once per month, on the dates appointed by the board according to company needs.
ARTICLE THIRTY- FOUR: Special Sessions.- The manager, the tax auditor or at least
two (2) members of the board who act as officers can call for special sessions of the board
to deal with urgent issues,
ARTICLE THIRTY-FIVE: Notification.- The notification for the meeting will be made by
letter at least three (3) calendar days in advance, including the day of the notification.
However, the board can meet without notice when all its members are present. The notice
will include the order of the day.
ARTICLE THIRTY-SIX: MEETING PLACE.- The board will meet at the date, time and
place listed in the notification or wherever all its members decide to.
ARTICLE THIRTY-SEVEN: Votes.- Each member has the Right to a Vote.
ARTICLE THIRTY-EIGHT: Quorum.- The board will deliberate and make decisions with
the presence and votes in favor of the majority of its members,
ARTICLE THIRTY-NINE: Minutes.-An account of what took place during the meetings will
be recorded in the book of minutes of the board of directors, registered and foliated at the
chamber of commerce. The minutes for each session will begin with the corresponding
OXFORD
TRANSITIONS
Translation No. AleroConstSocAno94-En.2918 January 28, 2005 page 22
order number and will at least specify the place, date, time, and type of meeting, and how
far in advance it was convened, the list of attendants, the topics discussed, the decisions
taken and the number of votes cast in favor, against or blank votes
(Logo) / MINERVA / DOCUMENT STATIONERY 6
(Translator's note: Handwritten number appearing on the top of the original document) 342
COMES FROM PAGE # C.A. - #5045831 CA-5045832
(Sealed and initialed) NINTH NOTARY PUBLIC / COLOMBIA / CALI
of certificates left by the participants, and the date and time it adjourned. The Board can
approve or reject the minutes during the same meeting it belongs to or during the next one
or delegate this power upon a commission who will present a written report. All minutes
must be signed by the president and the secretary and by default by whoever replaces
ARTICLE FORTY: Manager.- The manager will be in charge of the management of the
company, its Legal representation and the administration of its businesses. He/she will
have an alternate who will replace him/her in the event of temporary or total absences,
ARTICLE FORTY-ONE: Appointments.- The manager will be appointed by the board of
directors. The board will also appoint the officers who will act as the first and second
alternates for the manager and who will replace him/her in that order during his/her
temporary of total absences, while another one is appointed.
ARTICLE FORTY-TWO: Duration.- The manager and his alternates will be appointed for
a period of one (1) year. He can be removed at any time, pursuant to what is mentioned
in this statute.
ARTICLE FORTY-THREE: Functions of the manager.- The manager will have the
following functions: 1) To get involved in the various operations of the company to ensure
the best use of economic resources. 2) To oversee the company revenues resulting from
its involvement in various activities. 3) To guide the management of company funds and
001149
All redactions made pursuant to exemptions (b)(6) and (b)
(7)(C), (b)(7)(F)
OXFORD
stocks pursuant to the orders issued by the shareholders assembly and the board of
directors. 4) To conduct all types of studies and processes related to the financing and
servicing of the company loan. 5) To Conduct financial studies geared to making normal
company operations more efficient. 6) To carry out assembly and board of directors
decisions. 7) To legally represent the society before any type of authority or officials and
before legal representatives or invidi viduals, in and out of court, with general and sufficient
powers to properly carry out his/her work and with the special powers required by Law to
novate, reach settlements, pledge and relinquish and even to appear in court hearings
when there is a dispute regarding ownership of fixed assets, except in those cases where
an special authorization is required according to Law or these bylaws. 8). To handle
society affairs and operations, not only external ones but also those related to its internal
activity and particularly available for technical operations, accounting, mail and supervising
for matters that are not necessary for the immediate operations of society. An authorization
will be required by the board of directors for permanent or in fixed assets investments
whose total value exceeds the amount of TWENTY MILLION COLOMBIAN PESOS
($20,000,000.00). 22) Fulfill and ensure fulfillment of the statutes of the society. 23)
Exercise all other legal and statutory functions. 24) Appear before a notary public to
authenticate the decisions made by the assembly that need to be put them down into a
publicdeed.
ARTICLE FORTY-FOUR: General secretary.- The society will have a general secretary,
which will also be the same one for the assembly and for the board.
ARTICLE FORTY-FIVE: Election.- The general secretary will be freely elected and
removed by the board of directors and will act under the direction of the manager.
ARTICLE FORTY-SIX: Functions.- The general secretary will have the following functions
in addition to those occasionally assigned by the assembly and the board: 1) To prepare
the meetings of the general assembly and the board of directors. 2) To draft, according to
Translated by H H H H Official Translator, Registered with the American and Canadian Embassies
Approved by the Ministries of Foreign Affairs, Educati
on and Justice. CResolution
Bes er; ode
No.EH2839 -f
^on^HHflHJIHM' Cellular H H H H P HHH Hi"
All redactions made pursuant to exemptions (b)(6)
and (b)(7)(C), (b)(7)(F)
OXFORD
the manager, the terms and the orders of the day for the sessions and in general, to take
the necessary steps to ensure their proper operation. 3) To draft and read the minutes of
the assembly and the board of directors; To sign them after they are approved by the
corresponding statutory body and after signed by the president and to care of the book
where they are kept. 4) To receive and file correspondence.
CHAPTER V. ARTICLE FORTY-SEVEN. FOR THE TAX AUDITOR: Tax auditor.- The
society will have a tax auditor and an alternate for him/her, who will replace him/her during
his/her temporary or total absences.
ARTICLE FORTY-EIGHT: The tax auditor.- The tax auditor and his afternate will be freely
appointed and removed by the general assembly of share holders.
ARTICLE FORTY-NINE: Duration.- The tax auditor and his alternate will serve for a
period of one (1) year which will begin on the 1 " day of April of each year and end on
March 1 8t of the following year and both can be indefinitely reelected. PARAGRAPH: The
tax auditor and his alternate will hold their posts until thay are removed.
(Logo) / MINERVA / DOCUMENT STATIONERY 7
(Translator's note: Handwritten number appearing on the top of the original page) 344
COMES FROM PAGE # C.A.- #5045832 CA-5045833
(Sealed and initialed) NINTH NOTARY PUBLIC / COLOMBIA / CALI
ARTICLE FIFTY: Functions.- The tax auditor will have the following functions, in addition
to those faculties and duties that are occasionally assigned by the assembly: 1) To
organize and perform a tax audit of the accounting and financial operations of the
company and of the state of its assets, adhering to Law and within the guidelines and
instructions determined by the assembly. 2) To submit for consideration to the assembly
projects concerning fiscal auditing related to its administrative structure, listing its
departments, their services and the number of employee and wages. 3) To freely appoint
and remove auditing employees whose positions where created by the general assembly.
Translated byHBHHR2fficial Translator, Registered with the American and Canadian Embassies
ApprovedbvjheMinkjnesorForeign AMjsJjducationand Justice. Resolution 1
a n e : M H B M B | / CellularHBBB^ Beeper JBHCode|Bi • E-mail:| Call
001151
All redactions made pursuant to exemptions
(b)(6)and(b)(7)(C),(b)(7)(F)
OXFORD
TRANSLATIONS
Translation No. AleroConstSocAno94-En,2918 January 28, 2005 page 25
4) To submit the annual auditing expenses budget to the assembly along with the
necessary data for their own consideration. 5) To supervise and control so that the
accounting is conducted according to law and to permanently examine accounting
operations and the corresponding internal and external proofs of payment, In order to
make sure that these are correct, to prescribe technical norms for better control and
request data, documents and in general collaboration from the board of directors and from
all officers so that said control can performed satisfactorily, once the company's financial
status is accepted, upon completing the auditing period, and if the second one correctly
states the results of the operations for said period, e) To voice reserves, doubts and
suggestions he/she has concerning financial statements. 15) Write an annual report for
the regular meeting of the assembly at least stating: a) If the actions of the members of
the board of directors, the manager and high ranking officers of the society adhered to the
rules, decisions and instructions of the general assembly and the board of directors
respectively, b) If the books, proofs of payments, machines and other accounting elements
as well as minutes books and the shareholders registry are kept in good conditions, c) If
the correspondence is properly sent and handled, d) If there are internal control,
conservation and custody measures for social and third party assets held by the company,
and if this is the case and if said measures are adequate, e) The way In which the budget
of the tax auditing office is executed during the fiscal year. 16) To formally, promptly and
in writing inform the assembly, the board of directors or the manager, as the case may
warrant, about irregularities that occur in the internal operation of the society or In its
businesses with third parties.
Minerva form 55-00 0 (illegible) Photocopying this document is prohibited
17) To furnish the assembly the reports it requests about everything dealing with the
operation of the society and the performance of his/her job. 18) To furnish the board of
directors and the manager all reports requested and which are not incompatible with the
001152
All redactions made pursuant to
exemptions (b)(6) and (b)(7)(C), (b)(7)(F)
OXFORD
OXFORD
TRANSMHOJVS
Translation No. AleroConstSocAno94-En.2918 January 28, 2005 page 27
of the profit and loss statement specifying the appropriations made due to the depreciation
of fixed assets and the amortization of intangibles.
(Logo) / MINERVA / DOCUMENT STATIONERY 8
(Translator's note: Handwritten number appearing on the top of the original document) 343
COMES FROM PAGE # C.A. - #5045833 CA-S045834
(Sealed and initialed) NINTH NOTARY PUBLIC / COLOMBIA / CALI
2) A net profits distribution project, after deducting the calculated amount for the payment
of income and complementary taxes for the corresponding business year. 3) The report
that the board of directors and the manager must submit to the general assembly of share
holders about the economic and financial situation of the society must also contain: a) A
detailed list of expenditures for wages, fees, traveling expenses, representation and
transportation expenses and any other type of payments made to every directing officer
of the society, b) The detailed list of payments for the same services indicated in the
previous clause, made on behalf of consultants or agents related to processes carried out
outside the society, c) The detailed list assets transferred for free or very to close to it.
d) The detailed list of advertising expenses, for public relations, breaking down each.
e) The detailed list of the assets of the society abroad end its liabilities in foreign currency.
f) A detailed list of the investments of the company in other societies, specifying the
national and foreign ones and their corresponding locations,
ARTICLE FIFTY-FOUR: Profit and Loss statement.- The corresponding profit and loss
statement will be drafted upon completion of each fiscal year. In order to determine the
results of operations it will be necessary to previously obtain, according to Law and
accounting practices, the necessary losses to balance depreciation, devaluation and the
guaranty of the social estate or the monies set aside for legal, statutory or voluntary
reserves. Inventories will be assessed according to the methods allowed by tax norms. —
CHAPTER VII. RESERVES. ARTICLE FIFTY-FIVE: Reserves.-The society will set aside
a legal reserve that will be at least fifty percent (50%) of the subscribed capital, by drawing
ten percent from the net profits from each fiscal year. Whenever this reserve falls below
the legal limit, the society will appropriate ten percent (10%) of the profits mentioned above
until it reaches this limit again. In addition to the reserves set forth by law, the assembly
can also set aside the occasional ones it deems appropriate, as long as they have a
special destination and are approved and justified according to Law.
CHAPTER VIII. MISCELLANEOUS. ARTICLE FIFTY-SIX: Profits,- Subject to the norms
contained in the Law about profits, those approved by the assembly, which are justified by
reliable balances, will be distributed among shareholders, after setting aside the legal and
occasional reserves and the appropriations to pay taxes. Unless otherwise stated,
approved by at least the votes of those representing seventy percent (70%) of the shares
represented at the meeting, by way of dividend, the society must distribute among its
shareholders, proportionally to the part paid of the nominal value of the shares each year,
no less than fifty percent (50%) of the net profits for each fiscal year or the remaining
balance of the same, if it had to write off losses from previous fiscal years.
ARTICLE FIFTY-SEVEN: Paying dividends,- Dividends will be paid in cash at the times
set forth by the assembly and to those who are shareholders in good standing at the time
dividends are paid. Nonetheless, payments can also be made by the way of liberated
shares from the same society, if the assembly so decides through a vote of at least eighty
percent (80%) of the shares represented at the meeting. If this majority cannot be had,
said shares can only be handed by way of dividends to the shareholders, if the assembly
ARTICLE FIFTY-EIGHT: Loses.- Losses. Shall there be any will be paid with the reserves
set aside for said purpose and by default, with the legal reserve. Reserves whose final
purpose is to cushion certain losses c^nnoHgeusedtocoverdifferent ones, unless the
OXFORD
assembly decides to do so. If the legal reserve were not enough to make up for the
decrease in capital, (Translator's note: The text is complete here)
ARTICLE FIFTY-NINE: The dissolution of the Society.- The society will dissolve 1) Upon
reaching its expiration date. 2) Due to the impossibility to develop the social company,
3) Due to a reduction in the number of shareholders to less than five (5). 4) Because it has
filed for bankruptcy. 5} By a decision from the general assembly, made with the votes of
the shareholders who represent at least seventy percent (70%) of the subscribed capital,
6) Due to a decision from a competent authority. 7) When there are losses that reduce the
net estate below fifty percent (50%) of the subscribed capital. 8) When ninety five percent
(95%) or more of the subscribed shares are owned by only one share holder.
(Logo) / MINERVA / DOCUMENT STATIONERY 9
(Translator's note: Handwritten number appearing on the top of the original page) 345
ARTICLE SIXTY: Liquidation of the society.- Once the society is dissolve, it will immediate
be liquidated. No new operations can be started that imply carrying out its business
purpose and its legal capacity will be restricted to those acts needed to finalize its state
of liquidation. Except for an express legal exception, any act not related to this end will
them and the society or the liquidator, related to the existence of the society, be it at the
time of liquidation or after, which cannot be settled directly by the interested parties, the
dispute will be brought before an arbitration court which rule on legal matters. Arbitrators
OXFORD
TRANSLATIONS
Translation No. AleroConstSocAno94-En.2918 January 28, 2005 page 31
vote corresponding to the majority representing at least seventy percent (70%) of the
Superintendence of Societies for study, in the event that this entity is exercising control,
and once It approves it, the society manager will be put them down in a public deed.—
ARTICLE SIXTY-FIVE: Appointments: For the initial period of the Company that begins
upon signing this instrument and until those bodies that are part of the society make the
new appointments according to the bylaws. The founders unanimously proceed to make
a) BOARD OF DIRECTORS
OFFICERS: ALTERNATES:
b) MANAGER:
ALTERNATE MANAGER:
OXFORD
valid
THE BYLAWS AND THE MINUTES END HERE.
Once this public instrument was read to the deponents, they approve each and every part
of it and sign it before me, the notary public who certifies to it.
Written on security pages # C,A. # 5045826 / 27 / 28 / 30 / 31 / 32 / 33 / 34 / 35 / 36
(Resolution #3301 of June 30, 1993)
(Logo) MINERVA DOCUMENT STATIONERY 10
(Handwritten number) 367 CA-S046836
COMES FROM PAGE # C.A. # 5045835
(Sealed and initialed) NINTH NOTARY PUBLIC / COLOMBIA/ CALI
CORRESPONDS TO DEED#4846 OF AUGUSTS, 1994. FEES: $127,750.00 Colombian
pesos Decree 172/92 The last name • H H H t h a t appears between lines is valid.
(Signed and fingerprinted) H H ^ U H H B H H ^ H H H H H i l ' Colombian
citizenship Card No. m Issued in Cali / Military I.D, No. j H H H H
Military District No. 16 / MARITAL STATUS: MARRIED
/
(Signed and fingerprinted) I H H H M N H M M H H H B N H H Colombian
l WITH
citizenship Card No. WKKM POWER OF ATTORNEY FROM H H
Translated byl lOfficlal Translator, Registered with the American and Canadian Embassies
Approved by the Ministries ot Foreign Affairs, Education and Justice. Resolution No. 2889 -
Phone-.lHHHMv Cellula Beeper: I Codel E-mail:
All redactions made pursuant to exemptions (b)(6) and
(b)(7)(C), (b)(7)(F)
OXFORD
MARRIED
.-SIMPLE TRUE COPY of Public Deed No. 4846 / of August 5,94 issued for (illegible) in
(Signed and sealed) / (Seal) REPUBLIC OF COLOMBIA / State of Valle del Cauca
Translator's note: the following seal appears titled on the last page of the document on the
(Colored seal) Superintendence of Public Notaries and Records / The Director of Notary
Proceedings certifies that the Notary Public who authorized this document was duly
performing her duties on that specific date. (Mechanical signature) / December 7, 2004,
OXFORD
TRANSLATIONS
Translation No. AleroConstSocAno94-En.2918 January 28, 2005 page 34
001161
All redactions made pursuant to
exemptions (b)(6) and (b)(7)(C),
(b)(7)(F)
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001163
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001164
All redactions made pursuant to
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001166
All redactions made pursuant to exemptions (b)
(6), (b)(7)(C), (b)(7)(F)
CA-504582
VIENE DE LA HOJA # C . A . # 5 0 4 5 8
ACC10NES VALOK $ %
3 ' 3.000.000. 10
3 .•• 3.000.000. 10
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iir n»T<t.A HH I « M not. i von »Muia.'leta a.1 momenta d« la
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VIENE DE LA HOJA T
# C . A . # $)4SVe>ff-
tjfcroB do l a j u n t a dlrootivn, pr.inotj.xn lea y [lupLesrifces., a l
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VIENE DE , L A H O J A # C.A.0504