Articles of Association (Translation)

(1) The corporate name of the Company is ELARB EUROPEAN-LATINAMERICAN ARBITRATION CENTER GmbH.

(2) The Company shall have its registered seat in Hamburg.

(1) The purpose of the Company is the establishment and management of an European-Latinamerican arbitration centre (“ELARB EUROPEAN-LATINAMERICAN ARBITRATION CENTER” or “ELARB Arbitration Center”) in Hamburg for the administration of arbitration proceedings under the ELARB arbitration rules. ELARB Arbitration Center is open to legal disputes worldwide.

(2) Thereby the Company shall promote science and research in the field of Alternative Dispute Resolution with a focus on arbitration and contribute to a better understanding between merchants and legal practitioners from Latinamerica, Europe and other regions from all parts of the world.

(1) The sole shareholder of the Company is the ELARB EUROPEAN-LATINAMERICAN ARBITRATION ASSOCIATION e.V., which is registered in the Register of Associations of the District Court of Hamburg under register number VR 22434.

(2) The shareholder meeting shall have the rights and obligations conferred to it by German corporate law. It shall appoint the members of the Executive Committee (Sec. 7). As long as the Executive Committee has not yet been appointed, the shareholder meeting shall adopt the ELARB Arbitration Rules.

(1) The share capital amounts to € 25,000.00.

(2) The ELARB EUROPEAN-LATINAMERICAN ARBITRATION ASSOCIATION e.V., as the sole shareholder, generates the shareholder capital.

(3) Half of the share capital must have been paid in by the shareholder before the application for the registration of the Company in the Commercial Register is made.

The financial year shall correspond to the calendar year. The first financial year shall be an incomplete financial year and shall end on 31st December of the year the entry of the Company in the Commercial Register has been effected.

(1) The Company shall have one or more managing directors. In the case that only one managing director is appointed, such manager shall represent the Company alone. If several managing directors are appointed the Company shall be represented by two managing directors acting jointly or by one managing director acting together with a Prokurist (holder of general commercial power of attorney).

(2) Each managing director may be granted the power to represent the company alone.

(3) Each managing director may be released from the restrictions of § 181 of the Civil Code.

(4) The managing directors shall be internally bound by stipulations of their employment contract, of the German Limited Liability Companies Act and, if applicable, by provisions contained in the Internal Rules for the Managing Directors as well as by resolutions of the shareholder meeting.

(5) The provisions contained in Sec. 6 para 1-4 shall apply to all liquidators respectively.

(1) The Company shall have an advisory board (“Executive Committee”), which is to be appointed by the shareholder meeting within six months after the establishment of the Company. The Executive Committee shall be composed of at least eight and at most sixteen members from Europe and Latin America. Members of the board of directors of the shareholder may also be appointed. The Members of the Executive Committee shall appoint a chairman as well as two vice chairmen among themselves. The shareholder meeting shall determine the number of members of the Executive Committee.

(2) The Executive Committee shall consist of experts on matters of arbitration and shall reflect the different regions of Europe and Latin America as well as the organisations, which have a particular interest in the aim and the purpose of the Company. The shareholder meeting shall determine the details regarding the appointment of members of the Executive Committee as well as their term of office.

(3) The Executive Committee shall advise the board of directors in matters of arbitration management („Arbitration Management“). The Executive Committee may decide upon the ELARB Arbitration Rules, the Statutes for the ELArb Arbitration Center and the Schedule of Costs. Furthermore, the Executive Committee shall be responsible for nominating and dismissing members of the Appointing Committee (Sec. 8).

(4) The Executive Committee may comment on all matters relevant to the business operations of the Company; however, it is in no way responsible for financial matters or the business activities of the Company. The provisions of § 52 Limited Liability Companies Act are not applicable.

An Appointing Committee shall be created for ELARB Arbitration Center. The Appointing Committee shall be responsible for the appointment and rejection of arbitrators. The Statutes for the ELARB Arbitration Center ELARB Arbitration Center shall provide for the details in this respect.

The Company shall endure for an in-definite period of time.

Notices of the Company shall be published with the electronic German Federal Gazette (“Bundesanzeiger”).

The Company shall bear the costs (including court fees, notarial and con-sultancy fees) of its formation up to the amount of € 2,500.00.