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Updated no.

4/2010

THE ARTICLES OF INCORPORATION OF


THE LIMITED LIABILITY COMPANY
“REGENCY INTERNATIONAL ROMANIA”

The undersigned:
CITELA ENTERPRISES COMPANY LIMITED, a company duly organized
and validly existing under the laws of Cyprus, registered with the Trade
Registry of Cyprus number nr. HE 166912, residing at Diagoras House, 16
Pantelis Catelaris Street, P.O. Box 25001, 1306 Nicosia, Cyprus, through its
legal representative Mr Ian Sydney Gosling in full compliance with the
Minutes of the Board Directors Meeting held on 31 March 2009.
And
HOVA ENTERPRISES COMPANY LIMITED, a company duly organized and
validly existing under the laws of Cyprus, registered with the Trade Registry
of Cyprus number HE 161816, residing at Diagoras House, 16 Pantelis
Catelaris Street, P.O. Box 25001, 1306 Nicosia, Cyprus, through its legal
representative Mr Ian Sydney Gosling in full compliance with the Minutes
of the Board Directors Meeting held on 31 March 2009.

Have decided to set up a limited liability company under the name of


“REGENCY INTERNATIONAL ROMANIA” SRL (Company) registered with the
Trade Registry of Bucharest number J40/6682/2006, having the unique
registration code (C.U.I) 18606353 in full compliance with the provisions of the
hereby Articles of Incorporation and of the Romanian legislation.
CHAPTER I
COMPANY’S NAME , LEGAL FORM, HEADQUARTERS,THE VALID PERIOD
AND THE OBJECT OF ACTIVITY OF THE COMPANY
Article 1. COMPANY’S NAME

The Company’s name is “REGENCY INTERNATIONAL ROMANIA SRL”, in full


compliance with the deed regarding the company’s availibilty
no.66240/28.02.2006 issued by the Trade Registry within the Bucharest Court.

All the deeds, acts or publications issued by the company will mention the name
of the company, following the words ‘‘limited liability company’’ or the initials
LLC, the headquarters, the registered share capital, the incorporation number
within the Trade Registry and the Unique Registration Code.
Article 2. THE LEGAL FORM OF THE COMPANY

2.1 The company is a Romanian legal entity, set up and organized as a limited
liability company.
2.2 The company’s activity is carried out in conformity with the provisions of the
hereby Articles of Incorporation, the provisions of the Law regarding the
commercial Companies no. 51/1990 and with the Romanian legislation in force.

Article 3. THE REGISTERED OFFICE OF THE COMPANY

3.1 The company’s registered office is in 27 Unirii Bldv., bl. 15, Entrance A, floor
2nd , app.4, 4th District, Bucharest.
3.2 The registered office can be moved to any location in Romania in conformity with
the resolution of the General Meeting of the Shareholders and in full compliance
with the proceedings of the amendment of the Articles of Incorporation.
3.3 The company will set up subsidiaries, branches, offices, agencies or the second
headquarters in Romania as well as abroad, in full compliance with the
Resolution of the General Meeting of Shareholders and in conformity with the
Roamanian laws. The company will also set up work points, or deposits
according to the Resolution of the General Meeting of the Shareholders. The
Company has the following work points located in :
1) Bucharest, 37 B Calea Victoriei, 1st District, underground-1 within Regent
Casino
2) Constanta, 39b-41 Mircea cel Batran Street, within Hotel Ibis whose activity
is connected to the Casino Life.

Article 4. THE VALID PERIOD OF THE COMPANY

4.1 The valid period of the company is unlimited, since the date when it is
registered with The Trade Registry on.
4.2 The valid period of functioning of the company can be reduced by a Resolution of
the anticipated dissolvation of the General Meeting of the Shareholders.

Article 5. THE OBIJECT OF ACTIVITY OF THE COMPANY

5.1 The main field of the company’s activity is: Cod CAEN 920 – Activities of
gambling and betting.
5.2 The main activity of the company is: Cod CAEN 9200 – Activities of
gambling and betting.
5.3 Secondly, The Company will carry out the following activities:

0162 auxiliary activities to animal breeding


3312 fixing the cars
4711 retail trade within the unspecialized stores, where it is sold the food products,
drinkings and tobacco
4719 retail trade within the unspecialized stores, where it is sold non-food products;
4721 retail trade of the fresh fruit and vegetable, within the specialized stores.
6820 renting and sub-renting the own real estate or the rented ones.
6832 administration of the properties in terms of commission or contract
7311 activities of the advertisement agencies.
7312 media services
7410 activitities of specialized design
7490 other professional, scientific and technical activities, n.c.a.
7711 renting and leasing activities of cars and light vehicles
7712 renting and leasing activities of heavy vehicles
4725 retail trade of drinkings within the specialized stores.
4726 retail trade of tobacco products within the specialized stores.
4729 retail trade of food products within the specialized stores,
5210 stowage
9329 other recreation and fun activities n.c.a.
5224 handling activities
5610 restaurants
5621 catering activities for various events
5629 other catering activities n.c.a.
5630 bars and other catering goods activities
5811 activities of publishing book
5812 activities of publishing the guides, compendia, lists of addresses
5813 activities of publishing the newspapers
8299 other service activities needed by the enterprises n.c.a.
8291 activities of the collecting agencies and offices for reporting the credit
8230 activities of organizing the exhibitions, fairs and congress
8110 activities of delivering servicii suport combinate
7990 other booking services and touristic assistance

7810 activities of the employment agencies


7740 intangible products leasing (exclusively financial ones)
7739 activities of renting and leasing other vehicles, equipments and tangible goods
7735 activities of renting and leasing other vehicles and equipments for airlines
7733 activities of renting and leasing other vehicles and equipments for office work
(inclusively computers)
7729 activities of renting and leasing other personal and household goods n.c.a.
7722 renting video cassettes and CDs (CDs, DVDs)
7721 activities of renting and leasing recreation goods and sports equipment
9511 repairing computers and peripheral devices
5814 activities of publishing magazines and reviews
5819 other publishing activities
5821 activities of publishing computer games
5829 activities of publishing other software products
5920 audio and music recording activities
6010 activities of broadcasting radio emissions
6020 activities of broadcasting TV emissions
6110 activities for cable system telecommunication
6120 activities for non-cable system telecommunication (exclusively satellite one)
6130 activities of satellite telecommunication
6190 other activities of telecomunication
6201 activities of realizing the custom-made soft products (software designed for
customs)
6203 management activities (management and operation) for calculation procedure
6209 other activities for providing IT services
6311 processing the data, operating web pages and other related activities
6312 activities for operating web portals
6399 other activities for providing information services n.c.a.

5.4 The Company will be able to undertake any legal, commercial or civil actions
connected to or auxiliary for the activity object of the company, which could
lead to the fulfillment of the activity object of the comapany as well as to its
development.
5.5 The company could carry out its activity within Romania and as well as
abroad, directely or through its agents, within its own locations or rented ones,
by itself or by associating with any other individual or legal entities as well as
by participating at the registered share capital og any other similar companies,
in terms of the legislation in force.

5.6 The company can carry out export-import activities regarding any of the
activities stipulated by the hereby Articles of Incorporation.

CHAPTER II
THE REGISTERED SHARE CAPITAL, THE REGISTERED SHARES
Article 6. THE REGISTERED SHARE CAPITAL
The registered share capital underwritten and totally paid of the Company is of
360.000 Ron, representing the amount of 116.129 USD at an exchange rate of 3.6
Ron / 1 euro, the same amount representing the amount of 116.129 USD at an
exchange rate of 3.1 Ron/1 USD.The registered share capital is devided into 36.000
registered shares having a nominal value of 10 Ron each. The participation of the
shareholders at the registered share capital of the Company is as it follows :
(a) CITELA ENTERPRISES COMPANY LIMITED, holds a number of 18.360
registered shares, given in turn of its registered share capital in cash (in
Euro), and a total value of 183.600 Ron, representing the amount of 51.000
Euro at an exchange rate of 3.6 Ron/1 euro, the same amount representing
the amount of 59.225,80 USD at an exchange rate of 3.1 Ron /1 USD,
representing 58 % of the registered share capital of the Company.
(b) HOVA ENTERPRISES COMPANY LIMITED, holds a number of 17.640
registered shares , given in turn of its registered share capital in cash (in
Euro), and a total value of 176.400 Ron, representing the amount of 49.000
Euro at an exchange rate of 3.6 Ron/1 euro, the same amount representing
the amount of 56.903,20 USD at an exchange rate of 3.1 Ron /1 USD,
representing 42 % of the registered share capital of the Company.
Article 7. THE INCREASE AND DECREASE OF THE REGISTERED SHARE
CAPITAL
7.1 During the whole activity, in full compliance with the Resolution of The General
Meeting of the Shareholders, the registered share capital could be increased by
issuing new registered shares or by an increase in the value of the existing
ones, in exchange of new amounts in cash or in kind of the shareholders or of
any third parties, or by incorporating the reserves, excepting those legal as well
as from any other sources, in terms of the legal provisions in force.
7.2 The decrease of the registered share capital will be decided upon only by the
Resolution of the General Meeting of the Shareholdes, in compliance with the
proceedings and formalities stipulated by law and in conformity with the
minimum registered share capital stipulated by the legislation in force.

Article 8. THE REGISTERED SHARES, THE ASSIGNMENT OF THE REGISTERED


SHARES
8.1 The registered shares are indivisible ; the Company will recognise only one
owner for each registered share. The registered shares can not be represented
through negociable deeds.
8.2 The liabilities of the Company are guaranteed with its registered share capital,
the shareholders are the only liable for the registered share capital subscribed.
8.3 The assets and liabilities of the Company can not be affected by the
shareholder’s personal debts or liabilities. The shareholder’s creditors can only
bring forward claims regarding the part of the company’s profit which the
respective shareholder is entitled to receive or the quota the respective
shareholder is entitled to receive in case of the liquidation of the Company
8.4 The registered shares can be assigned between the associates, with no
restriction or limit. The partial or total assignment to a third party will be
decided upon a Resolution of the General Meeting of Shareholders and only if it
is resolved by the associates representing ¾ of the registered share capital.
8.5 The assignment of the registered shares will be registered within the registry of
the Company’s associates and registered with the Trade Registry in conformity
with the legislation in force.The assignment will enter in force for the third
parties only after it is registered within the Trade Registry.

CHAPTER III
THE COMPANY’S OPERATION

Article 9. THE COMPANY’S OPERATION

9.1 The General Meeting of the Associates is the main body of managing the
Company which decides upon its activity and ensures the achievement of its
economical and commercial policy.
9.2 The General Meeting of the Associates decides upon the following aspects:
(a) To examine,to resolve or to amend the financial situations for each financial
year, after the administrator’s report passes the audit.
(b) To appoint and revoke the administrators of the Company, as well as to
decide upon their salaries and mandate (the valid period of mandate ,
obligations).
(c) To approve the revenues and expenditure budget and the business plan for
the following year;
(d) To adopt any other decisions regarding the dividents;
(e) To amend the hereby Article of Incorporation;
(f) To amend the object of the activity;
(g) To increase or decrease the registered share capital ,to change the
registered office
(h) to change the legal form or to change the name;
(i) any other alienations in terms of the assets of the Company, as well as the
acquisition or alienation of the registered shares or shares within any other
companies;
(j) to decide upon entering any other transactions whose value exceeds the
amount of 1.000.000 USD or the equivalent of this amount in any other
currencies;
(k) to merge with any other companies, if the company enters in any other
associations in allotment, partnership or transactions, next to or together
with any other individual or legal entities or governmental institution ;
(l) to divide, dissolve, liquidate or to carry out any other forms of stopping the
Company’s activity, to formulate any other claims, in order to be stated the
bankrupcy or the reorganization of the Company ;
(m) any other aspects connected to the company’s activity ;
9.3 The Meetings of the General Meeting of the shareholders can be held at the
registered office of the Company or at any other locations established by the
associates. The General Meeting of Aasociates will be held at least once a year,
and such a meeting will be held prior to 3 months since each financial year ends
in order to examine and relsove the financial situations of the previous year.
9.4 The General Meeting of the Associates will be called out prior to 10 days before the
day the meeting is to be held, and can be sent by post, telex or fax to the
addresses the Associates mentioned within the Articles of Incorpoartion or to
any other addresses which was notified in written the Company. The note will
include the place and the date of the meeting, as well as the agenda,
mentioning clearly all the problems which will be the object of the debates of
the meeting. The note will also include the date and time of the next meeting in
the event that the first one is not held anymore.
9.5 The General Meeting of the Associates will be called out by the Administrators or
by a person appointed by these, at least once a year and anytime this is
necessary. An associate or the associates representing ¼ of the registered
share capital can request to be called out the General Meeting of the Associates
by mentioning the scope of the meeting.
9.6 The General Meeting of the Associates can decide upon any problems, inclusively
the amendments of the hereby Articles of Incorporation of the Company by the
vote of the associates, representing the absolute majority of the registered
share capital. The vote can be carried out by post, fax or telex, as the
associates establish.
9.7 The Associates representing the whole registered share capital could , if no one
opposes , hold a general meeting and take any other decisions up to the
meeting, without the compliance of the formalities requested by its calling out.

Article10. THE COMPANY MANAGEMENT

10.1 The Company will be managed by one or more administrators, Romanian or


foreign citizens, appointed for a 4 year mandate and there could be a chance to
be appointed again for other 4 year mandates. The management of the
Company wil be carried out under the conditions of the General Meeting of
Associates.
10.2 The administrators can be revoked at any moment before their mandate ends
by the resolution of the General Meeting of the Associates.
10.3 The administaror of the Company is:
Mr STANCULESCU IONUT-ALIN, Romanian citizenship, born on 17.10.1981 in
Bucharest, domiciled in Bucuresti, 3 Int. G-ral Grigore Ipatescu Street, app.4,
identified with IC series RR no.246441 issued by 8 Police Section on
22.11.2002, PNC 1811017420018 having a 4 year mandate, respectively until
31.12.2013.
The administrators have the unique power to represent the Company for the
carried activities and operations, in compliance with the dispositions of the
hereby Articles of Incoorpoartion and the legislation in force and will
individuallyrepresent the Company.
10.4 The administarators will deliberately act and will be liable for the Company for
the damages caused to the Company, resulted from their illegal acts or from
serious management mistakes as well as the prejudices arisen from the non-
compliance with the legal or statuory dispositions. They will keep to be liable for
the management deeds when that damage had not been happend if the
administator(s) could fulfill his/their duties. Ei vor fi totodata tinuti raspunzatori
pentru actele de administrare atunci cand respectiva dauna nu s-ar fi produs
daca si-ar fi indeplinit atributiile cu diligenta ceruta administratorilor.
10.5 The administrator will fulfill the following duties:
(a) To appoint the general Director of the Company;
(b) To hire and fire the personnel and establish their rights and duties;
(c) To conclude all the transactions necessary for the achievement of the activity
object of the Company, exception the operations whose value exceeds the
amount of 1.000.000 USD, for which the agreement of the General Meeting of
Associates is needed, in conformity with the dispositions of Article 9.2(i)from
above.
(d) To undertake and carry out the marketing strategies of the Comapny.
(e) To submit to be resolved by the General Meeting of the Associates, once a year,
within at least 3 months since the finaciar year ends, the report on the
company’s activity, the financial situations of the previous year, as well as the
project of the business plan and the revenues and expenditure budget of the
Company for the following year.
(f) To adopt any other decisions regarding the current activity of the Company
stipulated by the law as being part of the administrator’s competence.
10.6 The administators can authorize their duties of representing to the third parties
or to the employees of the Company.
10.7 All the powers of the administrator/administrators will be limited, inclusively the
duties stipulated by Art 10.5 of the Articles of Incorporation meaning that any
activities which imply the administrator’s signature on behalf of the Company will
be exclusively appointed by the administators’ mandatory, respectively Mr Ian
Sydney Gosling, English citizenship, born on13.03.1957, in Margate, Great
Britain, identified with PP no.093181256, issued by UKPA on13.04.2005, domiciled
at Ekali, Athens, 14 Giasemion Street, PC:14578, Greece, in conformity with a
report drawn by the administartor/administartors.

Article 11. THE COMPANY’S AUDIT

11.1 The Company’s management will be controlled and monitored by the General
Meeting of the Associates.
11.2 If it is necessary when developing the Company, the General Meeting of the
Associates will appoint an auditor and will establish his duties and payment..

Article 12. THE REGISTRY OF ASSOCIATES

12.1 The Company through its administrators will keep a registry of associates.
12.2 The registry will contain information related to each associate :name and
surname for the individuals or the name in case of the legal entities, the
domicile or the registered office of each associate, identification data or the
registration number with the Trade Registry, its part to the registered share
capital and the number of registered shares held by the company.
12.3 Any assignment of the registered shares as well as any amendments regarding
these will be registered within the registry of associates.
12.4 The administrators will be seen as liable for any prejudices caused to the
Company by the infringement of the provisions related to filling in and drawing
up the registry of associates.

Article 13. THE FISCAL YEAR

13.1 The fiscal year starts on January 1st and ends on December 31st of the same
year, excepting the first year of operation when the fiscal year is considered as
started on the day the company is registered.
13.2 The Company carries out its activity in compliance with the revenues and
expenditure budget resolved by the General Meeting of the Associates.
Article 14. WAYS OF FUNDING THE COMPANY

14.1 The funds for the Company’s activity will be executed through its own resources
and/or credits granted by the banks or individual or legal entities, Romanian or
foreign.

Article 15. THE FINANCIAL SITUATIONS

15.1 The financial situations of the Company will be kept in conformity with the
applicable provisions in force.
15.2 The administrators will bring to the General Meeting of the Associates the
documents whose approval is requested by the law.
15.3 Within15 days from their approval by the general Meeting of the Associates, the
administrators of the Company have to file a copy of the financial situations to
the Financial Administration to which the registered office of the company
belongs, attaching, if necessary, their report, the auditor’s report and the
resolution of the general Meeting of the Associates.
15.4 A copy of the financial situation, with the Financial Administration stamp on it
and with the administrators’ report will be all filed in order to be registered with
the Trade Registry through its administrators’ duty.
15.5 The approval of the financial situations by the General Meeting of the
Associates does not have to impede the excution of the action of liability
against the Administrators, directors and/or auditors if necessary.

Article 16. PROFIT CALCULATION AND ALLOTMENT

16.1 The profit of the Company is given by the financial balance approved by the
General Meeting of the Associates.
16.2 Annually, 5 % of the company’s profit will be prevailed in order to establish the
legal reserve fund until this increases the level of 20% of the registered share
capital.
16.3 The General Meeting of the Associates can decide upon the activating of certain
reserve optional funds.
16.4 After the financial balances are approved by the General Meeting of the
Associates, after their registration with the Financial Administration, the
company’s profits will be allocated to the General Meeting of the Associates as
dividends, unless the General Meeting of the Associates decides differently.

Article17.THE BANKING ACCOUNTS

17.1 The company will open accounts in freely convertible currencies and Ron with
the authorized banks. The company has the right of disposition on these
accounts.
17.2 The persons who will sign on behalf of the company the documents necessary
for the banking operations, will also have the sample of signature at the banks
the company works with.

CHAPTER IV
THE COMPANY’S DISSOLUTION AND LIQUIDATION

Article 18. THE COMPANY’S DISSOLUTION AND LIQUIDATION


18.1 The following situations can lead to the dissolution of the company:
(a) The impossibility of achievement of the activity object of the company;
(b) The company is declared null and void;
(c) The decision of the General Meeting of Associates
(d) The company’s bankruptcy
(e) The reduction of the registered share capital under the legal minimum in
the event that the General Meeting of the Associates does not decide its
replenish;
(f) Other situations stipulated by the law.
18.2 The company dissolution will be registered with the Trade Registry and will be
published, on the company’s expenses and through the liability of the Trade
Registry , within the Official Monitor of Romania, the 4th section.
18.3 If dissolution, the company will be liquidated.
18.4 The liquidation procedures are carried out by one or more liquidators, appointed
by the General Meeting of the Associates.
18.5 All the documents issued by the Comapny during the liquidation procedures will
mention this problem.
18.6 The liquidators and administartors will draw up an inventory-book, will assess
the value of the properties of the company, will draw the balance sheet
mentioning exactly the assets and liabilities of the company and will sign all
these documents.
18.7 The liquidators are liable to receive and keep the properties and the registries
of the company including all the operations which have to be chronologically
concluded.
18.8 The liquidator has the right to defend before the courts on behalf of the
campany and bring to suits its creditors.
18.9 The liquidator will request the cancellation of the registration of the company
from the Trade Registry after the liquidation procedure is closed.

CHAPTER V
THE FINAL CLAUSES
Article 19. THE EXPENSES OF THE INCORPORATION

19.1 The associates’ expenses related to the setting up of the company will be
registered within the financial balance connected to the first year of activity.

Article 20. THE APPLICABLE LAW

20.1 The clauses of the hereby Articles of Incorporation will be supplemented with
the Romanian provisions regarding the commercial companies no31/1990,
republished in the Commercial Code and the Civil Code as well as the clauses of
the normative deeds applicable in this field.

This document has been signed today, April 13th 2009, in 4(four) original
counterparts.

CITELA ENTERPRISES COMPANY LIMITED HOVA ENTERPRISES


COMPANY LIMITED

_____________________________________ _____________________________________
through its mandatory, through its mandatory,
Illegible signature Illegible signature
Subsemnata GHEORGHE ANGELICA, traducator si interpret autorizat de limba engleza si franceza cu
nr. de Autorizatie 11134 eliberata de Ministerul Justitiei, certific exactitatea acestei traduceri cu
versiune originala in limba romana