Articles of Association

INTRODUCTION

1. A council has been established in the name of the "DANISH BUSINESS COUNCIL" in the United Arab Emirates, on 16th of June 2004.

2. The Danish Business Council has its center in Dubai, United Arab Emirates.

The Executive Committee, as described in Article 4 below, can establish secondary centers in other cities.

PURPOSE

3. The objectives of the Council are:

ADMINISTRATION OF THE COUNCIL

4. The management of the Council is confided to an Executive Committee composed of 3-5      members and two alternates of Danish nationality, elected for period of two years, The Executive    Committee members can be re-elected on for two consecutive periods. The President is elected by the Executive Committee from the Executive Committee members and holds the Council's signing powers.

5. Duties of the Executive Committee

The Executive Committee can give mandate to particular activities to one or more of its members and can employ a suitable person to handle the Council's administrative routines and accounts, including equipping this person with communication tools, and renting or using an office if the Committee finds the need to do so.

6. The Executive Committee is summoned whenever the President or the Vice President so require, but not less than quarterly, through a letter or fax giving notice of venue and time as well as the agenda.

MEMBERSHIP

7. The members are divided into the following categories

a) Ordinary Members

There are three types of ordinary members; Corporate, Individual and Special

b) Associated Members

c) Supporting members

The annual membership fee is to be decided by the Annual General Meeting.

It is anticipated that private individuals and legal entities can be members of the Council, not just as ordinary members but also as associated members. When applying for ordinary membership, the member must present in writing the names(s) of person(s) entitled to represent the member within the Council.

8. Anyone who intends to become a member of the Danish Business Council should fill and hand in the application form to the Executive Committee. The Council must keep a members record.

9. A member may resign at any moment, through a written resignation, addressed to the Executive Committee. No reimbursement of the membership fee will be made. The obligation to pay the membership fee, if not yet paid, will still remain.

A member can be excluded from the Council by written notice, in case the member fails to pay the membership fee or for any other reason, which the Executive Committee finds relevant.

10. A member is obliged to pay the annual membership fee within 30 days after he or she has been notified that he or she has become a member of the Council. A member enrolled the first half of the year will pay a full annual fee, if enrolled later only half the annual fee for the first year.

As member of the Council, the member has the full right to participate in the Council's activities and annual meetings. The voting rights of a member shall be suspended if the annual fee has not been paid.

THE ANNUAL GENERAL MEETING

11. The annual General Meeting is qualified to decide upon the following items:

The Agenda for the Annual General Meeting shall contain the following items;

The General meeting may appoint one or more honorary members to be elected out of the persons having the characteristics according to article 7, and who are admitted to the Council's meetings.

12. The Executive Committee must call for General Meeting at least once a year, before the end of the month of May.

13. The Annual General Meeting is convened, by letter or fax, fifteen days before such meeting. The letter must give notice of the time and venue for the meeting, as well as to include an agenda.

Proposals to the Annual General Meeting from the members to be submitted latest five days before the Annual General Meeting.

14. The Annual General Meeting is presided over by the President of the Council or by any other person appointed by the present members. The secretary of the Council and one person appointed at the meeting will takes minutes of the meeting, later both sets will be enclosed in the special Annual General Meeting File.

15. Resolutions taken by the Annual General Meeting must be by majority votes. Fifty percent of the votes must be present for a resolution to be valid.

16. Each member with voting right, member of the Executive Committee or the Auditor can ask for rejection on decisions taken during the Annual General Meeting, if he or she considers the same in violation of the Articles of Association, in writing within 60 (sixty) days of their approval

EXTRA ORDINARY GENERAL MEETING

17. An extra-ordinary general meeting must be called for if at least ten percent of the votes so require.

The Executive Committee is entitled to call for an extra-ordinary general meeting whenever it finds it necessary.     

18. The calling, presiding and voting procedures shall be the same as for the Annual General Meeting.

AUDITOR

19. The businesses of the Council are controlled by one auditor, elected within the Council for a period of two years. A deputy auditor should also be elected for a two-year period.

20. The fiscal year for the Council is from January 1. to December 31.

The Accounts (Balance Sheet and Profit & Loss Statement) presented by the           Executive Committee will be analyzed by the Auditor of the Council, who will   prepare a written report to the Annual General Meeting.

The Executive Committee will deposit the Annual Report and related Accounts at     the Council's headquarters at least fifteen days prior to the date of the Annual    General Meeting.

DISSOLVING OF THE COUNCIL

21. In the event of dissolving the Council, all assets and/or liabilities will be split between the members proportionally as per their subscriptions.

GOVERNING LAW

22. These Articles of Association shall be governed by the laws and regulations of Dubai and United Arab Emirates.