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EXHIBIT 10.43
DATED 12th MAY, 1993
(1) SYLVANIA LIGHTING S.A.
(2) X. XXXXXXX
_______________________________________
SERVICE AGREEMENT
_______________________________________
Draft 11:22/03/93
Xxxxxxxx Chance
000 Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Tel: 000 000 0000
Fax: 000 000 0000
Ref: JZB/SHJ/C0791/04327
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This Agreement is made on 12th May, 1993.
BETWEEN:
1) SYLVANIA LIGHTING S.A. incorporated under the laws of Switzerland, whose
principal place of business is situated at 20 route de pre-bois, 1215
Geneva 15 (Airport) Switzerland (the "Company"); and
2) XXXXXX XXXXXXX of Ash Green, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxxxx XX0 0XX
(the "Executive").
WHEREAS the Company has invited the Executive to serve the Group as Chief
Executive Officer of the Company with effect from the date of this Agreement
(the "Effective Date") on the terms and conditions described in this Agreement
and the Executive has agreed to do so.
IT IS HEREBY AGREED AS FOLLOWS
1. INTERPRETATION
1.1. In this Agreement:
"Acquisition Agreement" means the amended and restated Stock Purchase
Agreement for the sale and purchase of IL dated as of 6th August 1992 and
made between GTE Corporation and GTE International Incorporated (1) and
Sylvania Lighting International B.V. (2);
"associated company" means a subsidiary and any other company which is for
the time being a holding company (as defined by the Companies Act 1985) of
the Company or another subsidiary of any such holding company;
"Board" means the Board of Management ("bestuur") for the time being of
Sylvania Lighting International B.V.;
"Budget" means the consolidated profit and loss account and balance sheet
and cash flow statements in relation to the Group to be prepared in respect
of each financial year of the Company which are approved and adopted by the
Board as the budget for the next financial year of Sylvania Lighting
International B.V.;
"Contractual Bonus" means the annual contractual bonus payable by the
Company to the Executive in accordance with the terms and conditions of
Clause 7.2 of this Agreement based upon the Group's financial performance
against the relevant year's Budget;
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"Discretionary Bonus" means the bonus which is calculated in accordance
with the criteria set out or referred to in, and which is payable by the
Company to the Executive in accordance with, the terms and conditions of
Clause 7.3 of this Agreement;
"Extraordinary Items" means in relation to the Group, any items which
should be treated as extraordinary items in the consolidated accounts of
the Group, in accordance with generally accepted accounting principles;
"Flowil Directors Agreement" means the agreement of even date herewith to
be entered into by the Executive (1) and Flowil International Lighting
(Holding) B.V. (2);
"Flowil International Lighting (Holding) B.V." means Flowil International
Lighting (Holding) B.V. a private limited liability company incorporated
under the laws of the Netherlands and established in Amsterdam whose
registered office is situated at "Atrium" Building, 2nd Floor,
Strawinskylaan 3037, 1077 ZX Amsterdam, The Netherlands;
"Group" means all or any of Sylvania Lighting International B.V. its
subsidiaries (including the Company) and associated companies from time to
time;
"GTE" means GTE Corporation, GTE Products Corporation and GTE International
Incorporated and each of their respective subsidiaries;
"IL" means the international component of the EPG lighting business of GTE
to be purchased by the Company pursuant to the terms and conditions of the
Acquisition Agreement;
"Profit" means the consolidated profits of the Group for the relevant
financial year before deductions in respect of taxation but after
deductions in respect of interest as shown in the audited consolidated
accounts of the Group calculated in accordance with all relevant Statements
of Standard Accounting Practice consistently applied for that period and
before extraordinary items;
"Remuneration Committee" means the committee of the Board appointed to deal
with, inter alia, the calculation of the Contractual Bonus and the
Discretionary Bonus and comprising of the Chairman of Sylvania Lighting
International B.V. from time to time and not less than two non-executive
directors of Sylvania Lighting International B.V. from time to time
designated by the Board to act on such committee;
"subsidiary" means subsidiary (as defined by the Companies Act 1985) for
the time being of Sylvania Lighting International B.V.;
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"Sylvania Directors Agreement" means the agreement of even date herewith
to be entered into by the Executive (1) and Sylvania Lighting International
B.V. (2);
"Sylvania Lighting International B.V." means Sylvania Lighting
International B.V., a private limited liability company incorporated under
the laws of the Netherlands and established in Amsterdam, the Netherlands
whose registered office is situate at Xxxxxxxxxx 000, 0000 XX, Xxxxxxxxx,
XX Xxx 0000, 00000 XX Xxxxxxxxx;
"Tax" means any form of taxation, levy, duty, charge, contribution or
impost of whatever nature (including any fine, penalty, surcharge or
interest in relation thereto and including any payments to be made in
respect of social security liabilities and social charges) imposed by a
Taxation Authority;
"Taxation Authority" means any local, municipal, governmental, state,
federal or other body or authority (whether in the United Kingdom or
elsewhere) which imposes Tax.
1.2. The headings in this Agreement are for convenience only and shall not
affect the construction or interpretation of this Agreement.
2. APPOINTMENT AND EFFECTIVE DATE
2.1. This Agreement shall take effect on the Effective Date.
2.2. The Company shall employ the Executive, the Executive shall accept
employment by the Company and the Executive shall serve the Group as Chief
Executive Officer upon the terms and conditions set out in this Agreement
with effect from the Effective Date.
2.3. The Company undertakes to appoint the Executive (or to procure that the
Executive is appointed) as Chief Executive Officer of the Group upon the
Effective Date.
3. TERM
The employment of the Executive (subject to termination as provided below)
shall commence on the Effective Date and shall continue thereafter unless
and until terminated by either party giving to the other not less than
twelve months' notice in writing to expire at anytime on or after the
second anniversary of the Effective Date.
4. DUTIES AND POWERS
4.1. From the Effective Date, the Executive shall have such powers and duties
delegated to him by the Board as the Board may from time to time consider
necessary to enable the Executive to manage the Group on a worldwide and
comprehensive management basis. The Executive
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may be required to spend at least one day per month at the operational
headquarters of each of Sylvania Lighting International B.V. and Flowil
International Lighting (Holding) B.V. in order to carry out administrative
and managerial functions in relation to each of the above-mentioned
companies.
4.2. The Executive shall at all times during the continuance of his employment
hereunder, exercise the powers and duties delegated to him in accordance
with the internal regulations of the Board from time to time in force.
5. OBLIGATIONS
During the continuance of this Agreement the Executive shall, unless
otherwise prevented by ill-health or accident or, in the case of Clause 5.1
only, unless agreed by the Board:-
5.1. Devote the whole of his time, skill, ability and attention during
business hours to the business of the Group;
5.2 Conform to and comply with the directions and regulations of the
Board;
5.3 Faithfully serve the Group and promote, develop and protect its
interests at all times.
6. INFORMATION
The Executive shall at all times promptly give to the Board all
information, advice and explanations as the Board may from time to time
require in connection with the affairs of the Group and as to the
employment of the Executive with the Company under this Agreement.
7. REMUNERATION
7.1. The Executive shall be entitled, by way of remuneration for his services
under this Agreement, to a basic salary (the "Basic Salary") of pound
sterling 175,000 per annum inclusive of any representation allowance
payable by the Company in respect of the Executive and inclusive of all
directors' fees payable to him under the articles of association of any
member of the Group. The Basic Salary shall be reduced on a pound sterling
1 for pound sterling 1 basis by any amount payable to the Executive by
Sylvania Lighting International B.V. and Flowil International Lighting
(Holding) B.V. under the terms of the Flowil Directors Agreement and the
Sylvania Directors Agreement. The Basic Salary, subject to any deductions
required by virtue of this Clause 7.1, by law or pursuant to the provisions
of Clause 7.4, shall be paid at monthly intervals on the last day of each
month in arrears to a bank account notified in writing by the Executive to
the Company. The Basic Salary will be revised annually from the Effective
Date in line
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with the figure for the Retail Prices Index published by the Department of
Employment of the United Kingdom immediately prior to the date of each such
revision.
7.2. The Executive will be entitled to receive a Contractual Bonus being a sum
equal to 50% of the Basic Salary subject to satisfaction of the following
conditions:-
7.2.1. THE FIRST INSTALMENT OF THE CONTRACTUAL BONUS, being a sum equal to
one third of the total amount of the Contractual Bonus, shall be
payable to the Executive ON CONDITION THAT the Profit and net cash
flow from operating activities of the Group (as set out in FRS 1
(Financial Reporting Statements 1) on cash flow statements in force
from time to time for the six month period commencing on the first
date of the then current financial year of the Group in respect of
which the Contractual Bonus is calculated is equal to or exceeds the
figure shown for such six month period in the relevant year's
Budget. If the first instalment of the Contractual Bonus is payable
to the Executive, it shall be paid by the Company to the Executive
on the first salary payment date following after the date of the
meeting of the Board at which the Board approved the management
accounts of the Group for the said six month period.
7.2.2. THE SECOND INSTALMENT OF THE CONTRACTUAL BONUS, being a sum equal to
the total amounts of the Contractual Bonus (less any sum paid in the
first instalment) shall be payable to the Executive ON CONDITION
THAT the Profit and net cash flow from operating activities of the
Group (as set out in FRS 1 (Financial Reporting Statements 1) on
cash flow statements in force from time to time) for the then
current financial year of the Group in respect of which the
Contractual Bonus is calculated is equal to or exceeds the figure
shown in the relevant year's Budget. If the second instalment of the
Contractual Bonus is payable to the Executive, it shall be paid by
the Company to the Executive on the first salary payment date
following after the date of the meeting of the Shareholders of
Sylvania Lighting International B.V. at which the shareholders
adopted the audited accounts of the Group for the relevant financial
year of the Group by reference to which the Contractual Bonus was
calculated.
7.3. The Executive will be entitled to receive a Discretionary Bonus of 50% of
the Basic Salary in the event that the Remuneration Committee determines
in its sole discretion that such a payment is appropriate having regard to,
amongst other things, the Executive's performance. The Executive's
performance will be measured against, amongst other things:
7.3.1. Overall implementation of the Company's strategic plans;
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7.3.2. The quality of the relationship maintained with key licensors
and technical partners of those members of the Group; and
7.3.3 Management recruitment and development.
The Discretionary Bonus shall be paid, if appropriate, by the Company to
the Executive on the first salary payment date following after the date of
the meeting of the shareholders of the Company at which the shareholders
approved the accounts of the Group for the previous financial year of the
Group.
7.4 If the performance by the Executive of the duties to be carried out by him
pursuant to the terms of this Agreement (a) leads to the Executive being
assessed to pay Tax on part or all of the benefits accruing to the
Executive under this Agreement (including, for the avoidance of doubt, the
Basic Salary) to a Taxation Authority operating in a country other than the
United Kingdom; and (b) the economic effect on the Executive (as determined
by the Auditors of the Company from time to time) of the payment by the
Executive of such Tax is greater or less than it would otherwise have been
had the said Tax been calculated according to the principles and practices
imposed or adopted by the Taxation Authority operating in the United
Kingdom at that time on the basis that the Executive had been carrying out
the duties to be performed by him in the United Kingdom:
7.4.1. In the event that the amount so assessed is greater, the Company
shall pay to the Executive as soon as reasonably practicable
following either the date of such determination by such Auditors
or the date on which the Executive is due to pay such Tax,
whichever is the later, such amount is as determined by the said
Auditors being the amount required to compensate the Executive
for any increased payment (including any Tax liability thereon)
required to be made by him in respect thereof; and
7.4.2. In the event that the amount so assessed is less, the Company
shall deduct from the Basic Salary and, if necessary, any bonus
payments due to be made to the Executive pursuant to the
provisions of this Agreement as soon as reasonably practicable
following the date of such determination by the Auditors a sum
equal to the difference between the amount of any such reduced
payment required to be made to the relevant Taxation Authority in
respect thereof and the amount of any payment which would
otherwise be required to be made to the United Kingdom Taxation
Authority had the Executive been assessed to Tax by such
authority.
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7.4.3. Should the Company decide to implement any change which would
result in the Tax residency of the Executive being changed to
another Tax residence, the Company shall before implementing any
such change, consider the implications for the Executive of
implementing any such change and the Company may take such steps
as it considers to be in the best interests of the Company to
protect the Tax residency of the Executive.
7.5. The Executive agrees to take all reasonable and prudent steps to minimise
and/or reduce any liability to Tax to which the Executive may be subject
from time to time on the Basic Salary and any other benefits accruing to
the Executive pursuant to the provisions of this Agreement as a result of
his appointment hereunder.
8. PENSIONS AND PRIVATE MEDICAL INSURANCE
8.1. The Executive shall be entitled to become a member of a non-contributory
private retirement benefits plan with life cover of the Executive's
choosing and the Company shall pay the cost of such cover up to a maximum
amount in each year equal to 10% of the Basic Salary.
8.2. The Company shall pay for private medical insurance cover for the Executive
and the Executive's spouse and children while aged under 21 years and in
full-time education pursuant to a scheme of the Company's choosing with a
premium cost (which the Company shall pay) not exceeding 5% of the Basic
Salary in each year calculated on a pro rata basis. For the avoidance of
doubt, the Executive shall be responsible for any Taxation levied upon him
or his spouse or children as aforesaid in respect of such benefit, subject
to the provisions of Clause 7.4.
9. EXPENSES AND CAR
9.1. The cost of all reasonable travel and accommodation expenses of the
Executive incurred by the Executive whilst carrying out his functions and
duties hereunder will be borne by the Company.
9.2. The Company shall, subject to the provisions of Clause 9.3, provide for the
Executive's business and private use, an XJ6 Jaguar car or equivalent
vehicle. The car will be replaced every 3 years or 60,000 miles, whichever
is sooner. All costs of repair, maintenance, road tax and insurance and all
charges for petrol and oil used in the running of the car shall be paid by
the Company. It will be the responsibility of the Executive, at the
Company's expense, to maintain the car in good running order. The Executive
shall take good care of the car and ensure that the provisions and
conditions of any insurance policy relating to it are observed. The
Executive shall return the car and its keys to the Company immediately upon
termination of his employment, whatever the reason or basis for such
termination.
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9.3. If the Executive so requests the Company from time to time, the
Company shall provide the Executive with a cash payment in lieu of the
provision of the vehicle referred to in Clause 9.2. The cash payment
shall be paid during the term of the Executive's employment hereunder
by the Company to the Executive at monthly intervals on the last day
of each month to a bank account notified in writing by the Executive
to the Company and shall be of such amount as is agreed on by the
Company and the Executive, or in default of agreement of such amount
as is determined by Xxxxxx Xxxxxxxx & Co., chartered accountants,
appointed at the request of either the Executive or the Company, whose
decision shall be final and binding on the parties (except in the case
of manifest error) and whose costs shall be borne equally by the
Company and the Executive.
10. HOLIDAYS
The Executive shall be entitled to 4 weeks annual holiday, in addition
to normal United Kingdom statutory holidays. Holiday entitlement shall
accrue on a pro rata basis each calendar year.
11. SECRETS AND CONFIDENTIAL INFORMATION
11.1. Except by written approval of the Board, the Executive shall not at
any time during or after the period of his employment under this
Agreement disclose the private affairs or secrets of any member of the
Group or any of their respective suppliers, agents, distributors or
customers, other than in relation to proper and necessary management
consultation, to anyone other than to members of the Board from time
to time.
11.2. Except by written approval of the Board, the Executive shall not at
any time during or after the period of his employment under this
Agreement make or procure that there is made any press, radio or
television statement, except where the content is wholly of a trade
nature in connection with products, components or technology of the
Group.
12. COMPANY PROPERTY
The Executive shall promptly, whenever requested by the Board, deliver
up to the Board all statistics, documents and working papers
concerning the business of any member of the Group or any of their
respective suppliers, agents, distributors or customers and any other
property of the Group in his possession. The Executive will not be
entitled to retain copies of any such documents.
13. INVENTIONS
13.1. It shall be part of the normal duties of the Executive at all times to
consider in what manner and by what new methods or devices the
products, services, procedures, equipment and systems of any member of
the Group might be improved. Any inventions, discovery, design,
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design right or literary work made by the Executive or involving the
Executive during his employment under this Agreement shall be the
absolute property of the relevant member of the Group and must be
disclosed immediately to the Board.
13.2. Where any discovery or innovation made by the Executive pursuant to
the provisions of Clause 13.1 could be protected by, for example,
obtaining patent protection the Executive shall give and supply all
such information, data, drawings and assistance as may be required to
enable the Company to obtain such protection at the Company's expense.
14. GROUNDS FOR TERMINATION
14.1. The Company may terminate the Executive's employment at any time
without compensation or notice or payment in lieu of notice in only
the following circumstances:-
14.1.1. if the Executive has an interim receiving order determined
against him, becomes bankrupt or makes any composition or
enters into any deed of arrangement with his creditors or
has any equivalent order made or takes any equivalent action
in any jurisdiction; or
14.1.2. if the Executive becomes of unsound mind or becomes a
patient under the Mental Health Act 1983 or any equivalent
legislation in any jurisdiction; or
14.1.3. if the Executive is convicted of a criminal offence (other
than an offence under road traffic legislation for which a
fine or non-custodial penalty is imposed); or
14.1.4. if the Executive is guilty of any gross default or gross
misconduct in connection with or affecting the business of
any member of the Group to which he is required by this
Agreement to render services; or
14.1.5. in the event of any material breach by the Executive of the
terms of this Agreement: for the purposes of this sub-clause
14.1.5 only, a breach shall be a "material breach" if the
reputation, prospects or commercial activities of any member
of the Group and/or the Group as a whole is materially
adversely affected thereby; or
14.1.6. if the Executive is disqualified from holding office in
another company in which he is concerned or interested
because of wrongful trading under the Insolvency Xxx 0000 or
any equivalent legislation in any jurisdiction; or
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14.1.7. if the Executive is convicted of an offence under the
Companies Securities (Insider Dealing) Xxx 0000 or under any
other present or future statutory enactment or regulations
relating to insider dealings or any equivalent legislation,
enactments or regulations in any jurisdiction; or
14.1.8. if the Executive resigns as a director of any member of the
Group otherwise than at the request of the Company.
14.2. Upon the termination by whatever means of this Agreement the Executive
shall not without the consent of the Company at any time thereafter
represent himself still to be connected with or interested in the
business of the Group except and for so long only as the Executive
remains the beneficial owner of any shares in the capital of Sylvania
Lighting International B.V. and then only in respect of his capacity
as such a shareholder, and in no other capacity.
14.3. The Company hereby acknowledges that if this Agreement is terminated
by the Company other than as a result of any of the circumstances set
out in Clause 14.1:-
14.3.1. AT ANY TIME PRIOR TO THE FIRST ANNIVERSARY OF THE EFFECTIVE
DATE, the Executive shall be entitled to receive
compensation for loss of office calculated from the date of
such termination up to and including the date of the second
anniversary of the Effective Date, free and clear of any set
off or other deductions; or
14.3.2. AT ANY TIME AFTER THE FIRST ANNIVERSARY OF THE EFFECTIVE
DATE BUT PRIOR TO THE SECOND ANNIVERSARY OF THE EFFECTIVE
DATE, the Executive shall be entitled to receive
compensation for loss of office calculated in respect of the
full twelve month period free and clear of any set off or
other deductions regardless of the date of termination of
the Executive's employment within the said twelve month
period.
The Executive hereby acknowledges that in the event that this
Agreement is terminated by the Company at any time other than as a
result of any of the circumstances set out in Clause 14.1 any
compensation for loss of office which the Executive may thereby be
entitled to receive shall take into account only those benefits
referred to in Clauses 7, 8 and 9 of this Agreement.
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15. SICKNESS
15.1. Subject to the provisions of Clause 15.3, if the Executive is
prevented at any time from performing his duties under this Agreement
due to any illness or other like cause incapacitating the Executive
from attending to his duties, he shall, if so requested by the Board,
furnish the Board with medical evidence of such incapacity.
15.2. If the Executive continues to be so incapacitated for a period of 9
months, the Board shall be entitled to terminate the employment of the
Executive under this Agreement.
15.3. In the case of frequent or prolonged absence of the Executive as
determined by the Board, the Board may ask the Executive for medical
evidence of his future fitness for work. If this evidence shows the
Executive is unfit for work, in the reasonable opinion of the Board,
the Company may terminate the Executive's employment hereunder by
serving due notice.
15.4. The Company shall, at its own expense, arrange for reasonable
permanent health insurance cover for the Executive pursuant to a
scheme of the Company's choosing having regard to the position
occupied by the Executive in the Company and the terms of his
appointment hereunder.
16. PROVISIONS AFTER TERMINATION
The Executive hereby agrees that he will not at any time after
termination of this Agreement, either personally or by his agent or on
behalf of any other person directly or indirectly:
16.1. Interfere with or do business with any person, firm or company who has
at any time during the twelve month period immediately prior to such
termination done business with any member of the Group; or
16.2. endeavour to entice away from the Company any person who has at any
time during the two year period immediately prior to such termination
been employed or engaged by any member of the Group in a managerial
capacity.
17. RESTRICTIVE COVENANTS
The Executive covenants with the Company that he will not:
17.1. at any time whilst he is employed under this Agreement either alone or
jointly with or as manager, agent, consultant or employee of any
person, firm or company directly or indirectly carry on or be engaged
in any other activity or business; nor
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17.2. for the period of 12 months after ceasing to be employed under this
Agreement (howsoever cessation arises and whether or not in breach of
this Agreement) either alone or jointly with or as manager, agent,
consultant or employee of any person, firm or company directly or
indirectly carry on or be engaged in any activity or business which
shall be in competition with the business of manufacturing and selling
lighting products or fixtures carried on by any member of the Group at
the date of such cessation of employment or which has as its
predominant trade the business of manufacturing and selling lighting
products or fixtures.
18. HOLDING OF SHARES OR INDEBTEDNESS IN OTHER COMPANIES
Without prejudice to the provisions of Clause 17, this Agreement shall
not prevent the Executive from holding or being otherwise interested
in any shares or instrument of indebtedness in any other company
whilst the employment of the Executive hereunder continues, provided
that (without the prior written approval of the Board) the Executive's
interest in such shares or instrument of indebtedness does not extend
to more than 3 per cent of the total amount of such shares or such
indebtedness which is from time to time in issue or outstanding (as
the case may be) and provided also that the Executive has no role in
the management of any such company or its Board of Directors and such
company is not engaged in any business which is of a similar nature to
or competitive with that carried on by any member of the Group.
19. GRIEVANCE
In the event the Executive wishes to seek redress of any grievance
relating to his employment, he should lay his grievance in writing
before the Board who will offer the Executive the opportunity of a
full and fair hearing, before giving a final and binding decision.
20. NOTICES
20.1. Any notice required or permitted to be given under this Agreement
shall be given in writing delivered personally or sent by first class
post pre-paid recorded delivery (air mail if overseas) or by telex to
the party due to receive such notice at, in the case of the Company,
its registered office from time to time and, in the case of the
Executive his address as set out in this Agreement (or such address as
he may have notified to the Company in accordance with this Clause).
20.2. Any notice delivered personally shall be deemed to be received when
delivered to the address provided in Clause 20.1 and any notice sent
by pre-paid recorded delivery post shall be deemed (in the absence of
evidence of earlier receipt) to be received 2 days after posting (6
days if sent air mail) and in proving the time of despatch it shall be
sufficient to show that the envelope containing such notice was
properly addressed, stamped and posted. A notice
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sent by telex shall be deemed to have been received on receipt by the
sender of the correct "answerback".
21. MISCELLANEOUS
21.1. This Agreement is governed by and shall be construed in accordance
with the laws of England.
21.2. This Agreement contains the entire understanding between the parties
and supersedes all previous agreements and arrangements (if any)
relating to the employment of the Executive by the Company (which
shall be deemed to have been terminated by mutual consent).
21.3. The Company undertakes to procure that if the Executive is appointed
to act as a director under the articles of association of any member
of the Group (other than Sylvania Lighting International B.V. and
Flowil International Lighting (Holding) B.V.) from time to time such
company shall indemnify the Executive in his capacity as a director of
such company on substantially similar terms to the indemnity set out
in Clauses 7 of each of the Flowil Directors Agreement and the
Sylvania Directors Agreement.
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AS WITNESS the hand of the parties or their duly authorised representatives,
the day and year first before written.
SIGNED BY XXXXXX XXXXXXXX AND /s/ Xxxxxx Xxxxxxxx
XXXXXX XXXXXXX /s/ Xxxxxx Xxxxxxx
for and on behalf of
SYLVANIA LIGHTING S.A.
in the presence of:-
Signature of Witness: /s/ Xxxxx-Xxxxxxxxx Metral
Name of Witness: XXXXX-XXXXXXXXX METRAL
Address of Witness: 00, XXXXXX XX XXXXXX
00000 XXXXXXXXX-XXXX-XXXXXX
XXXXXX
Occupation: SECRETARY
SIGNED by XXXXXX XXXXXXX /s/ Xxxxxx Xxxxxxx
in the presence of:-
Signature of Witness: /s/ Xxxxxx Xxxxxxxx
Name of Witness: XXXXXX XXXXXXXX
Address of Witness: 0, XXXXXXXX XXXXX
XXXXXXXX
XXXXXXXX
Occupation: MANAGING DIRECTOR
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