EXHIBIT 3.17
Advocaten Notarissen Belastingadviseurs
- NAUTADUTILH
[JE MAINTIENDRAI LOGO]
De ondergetekende: The undersigned:
Xx Xxxx Xxxxxxxx Xxxxxxx, notaris te Xx Xxxx Xxxxxxxx Xxxxxxx, LL.M.
Rotterdam, verklaart hierbij, dat hij civil-law notary practising in
zich naar beste weten heeft overtuigd, Rotterdam, the Netherlands, hereby
dat de statuten van de te Amsterdam declares that an office translation of
gevestigde naamloze vennoot-schap: the Articles of Association of the
company with limited liability, with
corporate seat at Amsterdam
CNH TRADE N.V. CNH TRADE N.V.
xxxxxx overeenkomstig de aan dit reads in conformity with the text
certificaat gehechte tekst. attached to this certificate
De statuten zijn laatstelijk gewijzigd The articles of association were last
bij akte verleden op 14 januari 2002. amended by Notarial Deed executed on
January 14, 2002.
De ministeriele verklaring van geen
bezwaar is verleend op 10 januari The ministerial Certificate of
2002. no-impediments was granted on January
N.V. nummer 469.660 10, 2002.
N.V. number 469.660
Getekend te Rotterdam op 22 Signed at Rotterdam on January 22, 2002.
januari 2002.
[Mr. B. Th. DEROGEE SEAL]
ARTICLES OF ASSOCIATION
NAME AND CORPORATE SEAT
Article 1.
1. The name of the company is: CNH TRADE N.V.
2. It has its corporate seat in Amsterdam.
OBJECTS
Article 2.
The objects of the company are:
a. the trade, including wholesale and retail trade, intermediate trade and
future trade in as well as the import and export of agricultural products,
earth-moving equipment and related products;
b. to enter into all kinds of financial operations, leasing and factoring and
to provide guarantees and security in any form to group companies and
third parties;
c. to participate in and to manage other enterprises and corporations;
d. to engage in foreign exchange and credit risk management on behalf and for
the account of group companies;
e. to perform everything requisite or conducive to the accomplishment of the
aforesaid object or incidental thereto or connected therewith in the
widest sense of the word.
SHARE CAPITAL AND SHARES
Article 3.
1. The authorized capital of the company amounts to two hundred fifty thousand
Euro ((euro) 250,000.--), divided into five hundred (500) shares, having a
nominal value of five hundred Euro ((euro) 500.--) each.
2. The company shall not lend its cooperation to the issue of depositary
receipts for shares in its share capital.
3. The power to confer voting rights and rights as referred to in article 2:89
paragraph 4 of the Civil Code on those who have a right of pledge over shares is
excluded.
ISSUE OF SHARES AND PRE-EMPTIVE RIGHTS
Article 4.
1. Shares that have not yet been issued shall be capable of being issued by
virtue of a resolution of and on the terms and conditions to be decided upon by
the general meeting of shareholders.
The general meeting of shareholders shall have power to designate the board of
management as authorized to issue shares and it shall be empowered to revoke
such designation unless otherwise stipulated at the time of the designation. If
the general meeting of shareholders designates the board of management, it shall
when making
the designation also decide on the number of shares which may be issued as well
as on the duration of the designation.
2. In the event of an issue of shares, each shareholder shall have pre-emptive
rights of purchase pro rata to his existing holdings.
No pre-emptive rights are attached to shares issued to the employees of the
company or of a group company.
3. Pre-emptive rights shall for each issue be capable of being limited or
excluded by virtue of a resolution of the body authorized to decide upon the
issue.
4. Within fourteen days of such resolution being passed the company shall
announce the issue of shares to which pre-emptive rights attach and the period
in which such rights are capable of being exercised in the "Staatscou rant"
(Gazette) and in a nationally distributed daily newspaper unless all shares are
registered shares and a written notification is sent to all the shareholders at
the addresses mentioned in the register of shareholders. Pre-emptive rights
shall be capable of being exercised during at least two weeks after the day of
publication of such announcement in the State Gazette or the despatch of the
notice to the shareholders.
5. On the grant of rights to subscribe for shares, the shareholders shall have
pre-emptive rights; the preceding paragraphs of this article shall apply mutatis
mutandis. Shareholders, however, shall have no pre-emptive rights for shares
which are being issued to a person who exercises a previously acquired right to
subscribe for shares.
6. The issue of a registered share requires a deed passed for such purpose
before a Dutch civil law notary to which deed the parties involved are a party.
7. When shares are subscribed for, their par value shall be paid up, and in
addition, if the shares are subscribed for at a higher price, also the
difference between such amounts, without prejudice to the provision of article
2:80 paragraph 2 of the Civil Code.
8. The shares shall be paid-up in cash unless another contribution - subject to
the provisions of article
2:80b - has been agreed upon. When the shares are paid-up in cash payment shall
be made in Dutch currency or subject to the provision of Article 2:80a
paragraphs 2 and 3 in foreign currency.
ACQUISITION AND TRANSFER BY THE COMPANY OF SHARES IN ITS OWN SHARE CAPITAL
Article 5.
1. The company may not subscribe for shares in its own share capital.
2. The company shall have the right to acquire fully paid up shares in its own
share capital for no consideration or for value, if:
a. the company's equity, after deduction of the price of the acquisition, is
not less than the sum of the paid and called-up portion of the share
capital and the reserves that have to be maintained by provisions of law
or these Articles of Association;
b. the par value of the shares to be acquired and the shares in its share
capital which the company already holds, holds as pledgee or are held by a
subsidiary does not exceed one tenth of the issued share capital.
The amount of the company's equity, as shown in the latest balance sheet
confirmed and adopted, after deduction of the price of acquisition of shares in
the share capital of the company and after deduction of distributions from
profits or reserves to any other party, which became due and payable by the
company and its subsidiaries after the date of the balance sheet, shall be
decisive for purposes of item a above. If no annual accounts have been confirmed
and adopted after the expiry of more than six months since the end of the
financial year, then acquisition by virtue of this paragraph shall not be
allowed.
The general meeting of shareholders must have to authorized the board of
management to make the acquisition. The authorization shall be valid for a
period of up to eighteen months. In the authorization the general meeting of
shareholders shall specify the number of shares which may be acquired, the
manner in which they may be acquired and the limits within which
the price must be set.
3. Any acquisition by the company of shares that have not been fully paid up
shall be void.
4. Any transfer by the company of shares in its own share capital, shall require
the consent of the general meeting of shareholders.
5. The expression shares as used in this article shall include depositary
receipts for shares.
REDUCTION OF THE ISSUED SHARE CAPITAL
Article 6.
1. The general meeting of shareholders shall have power to pass a resolution to
reduce the issued share capital by the cancellation of shares or by reducing the
amount of the shares by means of an amendment to the company's Articles of
Association. The shares to which such resolution relates shall be stated in the
resolution and it shall also be stated therein how the resolution shall be
implemented. The paid and called-up portion of the share capital shall not be
allowed to fall below the minimum share capital required by law in force at the
time that the resolution was passed.
2. A resolution to cancel shares may only relate to shares which the company
holds in its own share capital or of which it holds the depositary receipts.
3. Any reduction of the par value of shares without redemption must be made pro
rata on all shares.
The pro rata requirement may be waived with the consent of all the shareholders.
4. Partial repayment on shares or relief from the obligation to pay up shall
only be allowed on the implementation of a resolution to reduce the par value of
the shares. Such repayment or relief must be made pro rata on all shares. The
pro rata requirement may be waived with the consent of all shareholders
involved.
5. Notice of a meeting at which a resolution, as mentioned in this article, is
to be passed shall state the purpose of the reduction of share capital and the
manner of implementation.
The second, third and fourth paragraphs of Article 2:123
of the Dutch Civil Code shall mutatis mutandis be applicable.
6. The company shall deposit the resolutions referred to in paragraph 1 of this
article at the office of the Trade Register and shall publish a notice of such
deposit in a nationally distributed daily newspaper; the provisions of
paragraphs 2 through 6 of Article 2:100 of the Dutch Civil Code shall be
applicable.
REGISTERED SHARES AND BEARER SHARES
Article 7.
1. The shares shall at the option of the shareholder be registered shares or
bearer shares. The shares shall be numbered consecutively and may be given
serial letters in a manner to be determined by the board of management. No share
certificates shall be issued for registered shares. For each bearer share that
has been issued a share certificate shall be supplied, provided the obligation
to pay up such share in full has been met.
2. The board of management shall be allowed to issue multiple share
certificates, representing ten, a hundred or a thousand shares or such other
number as the board shall determine, which share certificates may be exchanged
at the request of the shareholder.
3. Each share certificate for a bearer share shall have a set of dividend
coupons attached to it, as well as a voucher to obtain new dividend coupons.
4. Each share certificate, dividend coupon and voucher shall bear the number
(numbers) and the letter(s), if any, of the share(s) in respect of which they
were issued.
5. The exchanges as mentioned under paragraph 2 shall be made free of charge.
6. The share certificates shall be signed by a member of the board of
management. The board of management may resolve that the signature shall be
substituted by a signature in facsimile. If the signature is placed in
facsimile, the face of the share certificate shall be
marked with a distinctive embossed stamp which shall be placed by or under the
supervision of the company.
7. The board of management shall be authorized, on such conditions as the board
shall determine and at the request of the party entitle to issue duplicates of
share certificates or parts thereof which are lost or damaged. The costs of the
issue of duplicates may be charged to the party entitled. The issue of
duplicates shall render the original documents void vis a vis the company.
Duplicates shall bear the numbers and letters of the documents which they
replace.
8. If a share, a usufruct or a right of pledge is part of undivided property,
then the persons jointly entitled thereto shall only be capable of being
represented vis a vis the company by one person to be designated by them for
that purpose.
REGISTER OF SHAREHOLDERS
Article 8.
The provisions which follow below in this article shall only apply to registered
shares.
The board of management shall keep a register of shareholders at the office of
the company, in which the names and addresses of all the shareholders shall be
entered, recording the date on which they acquired the shares, the date the
transfer was acknowledged or served and the amount paid-up on each share, as
well as, to the extent applicable the further particulars referred to in article
2:85 of the Civil Code.
Each shareholder shall have the obligation to send the board of management a
written notification stating his address and any changes therein; this address
shall continue to apply vis a vis the company as long as the person concerned
has not notified the board of management by registered letter of any change of
address. Any consequences resulting from a failure to give notice of his address
and any changes therein shall be for the account and the risk of the person
concerned.
All notifications and notices to shareholders, usufructuaries and pledgees shall
be capable of being validly presented at the addresses recorded in the register.
Every transfer or passing of a share, of a right of usufruct over a share, as
well as every passing of a right of pledge over a share, shall be recorded in
the register by the board of management.
Every registration and every entry recorded in the register shall be signed by a
director; the register shall be kept regularly up-to-date.
TRANSFER OF REGISTERED SHARES
Article 9.
1. The transfer of a registered share, excluding a share as referred to in
article 2:86c of the Civil Code shall require an appropriate deed of transfer,
passed before a Netherlands civil law notary to which deed the parties involved
are a party.
2. The transfer of a registered share, in accordance with the provision of the
preceding paragraph, shall, by operation of law, also be effective vis-a-vis the
company. Except in case the company is a party to the legal act, the rights
attaching to the share can only be exercised after the company shall have
acknowledged the legal act or the transfer deed has been served on the company
or the company shall have acknowledged such deed by registration thereof in the
register of shareholders.
3. Except as provided in paragraph 4 hereof, the acknowledgement shall be made
in a deed of transfer or on the strengs of presentation of a notarial true copy
or extract from the deed of transfer in which latter case the company shall
provide the presented document with a dated statement. Service of the transfer
deed shall be made by means of service of a notarial true copy or extract
thereof.
4. The company which is aware of a legal act as referred to in paragraph 1 may,
as long as the acknowledgement
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thereof has not be requested nor service of the deed to the company has been
made, acknowledge the legal act on its own accord by registration of the
transferee of the share in the register of shareholders.
The company shall notify the interested parties by registered letter of such
registration with the request to submit a true copy or extract as referred to in
paragraph 3 hereof. Upon receipt the company shall, in evidence of
acknowledgement, provide the document with a note in the manner as provided in
paragraph 3 hereof in respect of the acknowledgement; as date of acknowledgement
the date of registration will be recorded.
5. If a share certificate has been issued the company shall replace it with a
new certificate in the name of the transferee.
MANAGEMENT
Article 10.
1. The company shall have a board of management, consisting of one or more
members.
2. The general meeting of shareholders shall decide on the number of directors.
3. The general meeting of shareholders shall appoint the directors and shall at
all times have power to suspend or dismiss any director.
4. The general meeting of shareholders shall decide on the remuneration and the
further terms and conditions of employment for each of the directors.
DUTIES AND POWERS
Article 11.
1. The board of management shall, subject to the limitations contained in these
Articles of Association, be in charge of the management of the company.
2. The board of management shall have the obligation to act in pursuance of the
directions of the general meeting of shareholders with relation to the general
lines to be followed as to the financial, social and economic policy
and as to the policy relating to the personnel in the company.
3. The board of management shall have to obtain the approval of the general
meeting of shareholders for such decisions with relation to the management of
the company, as the general meeting of shareholders may specifically lay down by
resolution passed by it to that effect.
4. If the office(s) of one or more directors be vacated or if one or more
directors be otherwise unavailable, the remaining directors or the remaining
director shall temporarily be vested with the entire management. If the offices
of all directors be vacated or if all directors be otherwise unable to act, the
management shall temporarily be vested in the person or persons whom the general
meeting of shareholders shall every year appoint for that purpose.
REPRESENTATION
Article 12.
The board of management as well as each of the directors shall represent the
company.
GENERAL MEETINGS OF SHAREHOLDERS
Article 13.
1. At least once a year a general meeting of shareholders shall be held, that is
to say within six months after the end of the financial year.
2. Furthermore, general meetings of shareholders shall be held in the case
referred to in article 2:108a of the Civil Code and as often as the board of
management considers it necessary.
3. General meetings of shareholders shall be held in the place where the
company has its corporate seat. At a general meeting, held at a different place,
valid resolutions shall also be capable of being passed if the entire issued
share capital is represented.
4. Notice of the meetings shall be given to the persons entitled to attend the
meetings by means of an announcement in a nationally distributed daily newspaper
not later than on the fifteenth day before the meeting. If only registered
shares are issued, the notice of the meeting shall be given to those entitled to
attend the meetings by or on behalf of the board of management by means of
registered letters to the addresses listed in the register of shareholders, the
period of notice being the same as in the previous sentence.
5. Notice of the meeting shall contain the agenda of the meeting.
6. If the provisions laid down by law or by these Articles of Association with
relation to giving notice of meetings, to drawing up the agendas for these
meetings and to making available for inspection those matters which are to be
dealt with have not been complied with, then valid resolutions shall
nevertheless be capable of being passed, provided that the entire issued share
capital be represented at the meeting in question and provided that the
resolution be passed unanimously.
Article 14.
1. The general meeting of shareholders shall itself decide who is to chair the
meeting.
2. The chairman shall designate one of the persons present to act as secretary
and take minutes of the business transacted. The minutes shall be confirmed by
the chairman and the secretary and signed by them in witness thereof.
3. Each of the persons entitled to attend meetings shall have the right to be
represented at a meeting by a proxy duly authorized in writing.
Article 15.
1. At the general meetings of shareholders every share shall carry the right to
cast one vote.
2. At general meetings of shareholders the company shall not be capable of
casting votes for shares in its own share capital which are held by itself or by
one of its subsidiaries; nor shall it be capable of doing so for
shares in its own share capital of which the company or one of its subsidiaries
holds the depositary receipts for shares. Usufructuaries of shares held by the
company and its subsidiaries are not debarred from their right to vote, however,
if the right of usufruct was established over shares before they were held by
the company or one of its subsidiaries. The company or one of its subsidiaries
shall not be capable of casting votes for shares over which it has a right of
usufruct.
3. When determining whether a particular portion of the share capital is
represented, or alternatively, whether a majority represents a particular
portion of the share capital, the amount of shares to which no voting rights are
attached shall be subtracted from the share capital.
4. In so far as no larger majority is prescribed by these Articles of
Association all resolutions shall be passed with an absolute majority of the
valid votes cast.
5. Blank votes shall not be counted as votes cast.
6. The ruling concerning voting results pronounced by the chairman during the
meeting shall be decisive. The same shall also apply to the contents of a
resolution passed by the meeting, provided that a vote has been held about a
proposal not recorded in writing.
7. If the correctness of a ruling as referred to in the preceding paragraph is
challenged, however, immediately after the ruling has been pronounced, then a
new vote shall be held whenever a majority of the general meeting of
shareholders should so wish, or, if the original vote was not taken by call or
by ballot papers, whenever any one of the persons entitled to vote should so
wish. This new vote shall nullify the legal consequences of the original vote.
Article 16.
Except if the company has holders of depositary receipts for shares and/or
usufructuaries entitled to vote, resolutions of shareholders shall alternatively
be capable of being passed in writing - which shall include
telegraphic, telefax and telex messages - instead of at a general meeting of
shareholders, provided that these are passed with a unanimous vote of all the
shareholders who are entitled to vote.
CHARTERED ACCOUNTANT
Article 17.
1. The general meeting of shareholders shall be authorized - and if this is
required by provision of law it shall have the obligation - to appoint a
chartered accountant, which expression shall include an accountant as referred
to in Article 2:393 of the Dutch Civil Code, whose duty it shall be to examine
the annual accounts drawn up by the board of management, to submit a report
thereon to the board of management and to issue a certificate with regard
thereto.
2. If the general meeting fails to appoint the accountant as referred to in
paragraph 1 of this article, this appointment shall be made by the board of
management.
3. The appointment shall be capable of being cancelled at all times by the
general meeting and if the appointment was made by the board of management also
by the board.
FINANCIAL YEAR, ANNUAL ACCOUNTS AND DISTRIBUTION OF PROFITS
Article 18.
1. The financial year of the company shall coincide with the calendar year.
2. The board of management shall close the books of the company as at the last
day of every financial year and shall within five months thereafter - except if
extension of that period to a maximum of six months has been granted by
resolution of the general meeting of shareholders because of special
circumstances - draw up annual accounts consisting of a balance sheet, a profit
and loss account and explanatory notes and within this period it shall make
these documents available for
inspection by the shareholders at the office of the company. Within this period
the board of management shall also submit the annual report to them. The annual
accounts shall be signed by all the directors; if any signature is missing, it
shall be mentioned in the annual accounts giving the reason.
3. The company shall ensure that the annual accounts that have been drawn up,
the annual report and the particulars that have to be added by virtue of
paragraph 1 of Article 2:392 of the Dutch Civil Code are available at its office
as from the day of notice of the general meeting at which they are to be dealt
with.
The persons entitled to attend meetings shall have the right to peruse these
documents at the company's office and to obtain copies thereof without charge.
4. What has been provided in paragraphs 2 and 3 of this article with relation to
the annual report and the particulars to be added by virtue of paragraph 1 of
Article 2:392 of the Dutch Civil Code shall not be applicable if Article 2:403
of the Dutch Civil Code is applicable to the company.
5. The general meeting of shareholders shall confirm and adopt the annual
accounts. This confirmation and adoption shall constitute a release from
liability for the managing directors with relation to all acts that appear from
these documents or the result of which is embodied therein, unless a proviso has
explicitly been made, and without prejudice to what has been or will be laid
down by law with respect to this.
6. The company shall then proceed to publish the documents and data mentioned in
this article, if and to the extent and in the manner that this is stipulated in
Articles 2:394 and following of the Dutch Civil Code.
Article 19.
1. The amount of distributable profits shall be at the free disposal of the
general meeting of shareholders. In calculating the amount of profits to be
distributed
on each share, only the amount of the compulsory payments on the par value of
the shares shall be regarded.
2. The company shall only be capable of making distributions to shareholders and
other persons who are entitled to profits that qualify for distribution if the
company's equity is in excess of the paid and called-up portion of the share
capital increased by the reserves that must be set aside under the provisions of
the law. In the calculation of the distribution of profits the shares which the
company holds in its own share capital shall be disregarded.
3. Distribution of profits shall take place after confirmation and adoption of
the annual accounts showing that this is allowed.
4. The general meeting of shareholders shall have power, with due observance of
what has been provided in the second paragraph hereof, to make one or more
interim dividends payable.
5. Unless the general meeting of shareholders decides on a different date,
dividends shall be made payable immediately after they have been declared.
6. Dividends that have not been collected within five years after they have
become payable, shall be forfeited to the company.
LIQUIDATION AND WINDING UP
Article 20.
1. In the event of the company being liquidated it shall be wound up by the
board of management unless the general meeting of shareholders decides
otherwise.
2. The general meeting of shareholders shall decide on the remuneration of the
liquidators and of those who have been charged with the supervision of the
winding up.
3. During the winding up these Articles of Association shall, in as far as
possible, remain of full force and effect.
4. Of what remains of the company's equity, after all
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its debts have been paid, first the payments made on each share shall be
refunded. What remains thereafter of the company's equity shall be distributed
among the shareholders, pro rata to their existing holdings. No distribution
upon liquidation shall be made to the company itself for shares which the
company holds in its own share capital.
5. After completion of the winding up the books and documents of the liquidated
company shall for thirty years remain in the custody of a person who shall be
capable of being appointed for that purpose by the general meeting of
shareholders in their resolution to liquidate the company. If an appointment as
aforesaid has not been made by the general meeting of shareholders, then the
appointment shall be made by the liquidators.
