EFTA00724846.pdf

FASHION TV HOLDING LTD. ENTWURF vom 02.04.2010 Entwurf Konzernabschluss (ungeprüft) 31.12.2009 31.12.2008 BILANZ - VERMÖGENSWERTE (ungeprüft) TEUR TEUR LANGFRISTIGES VERMÖGEN IMMATERIELLE AV Rechte und Konzessionen 760 0 Software 133 1 Content 5.186 3.677 Firmenwert 16 0 6.095 3.678 SACHANLAGEN andere Anlagen. Betriebs- und Geschäftsausstattung 139 50 139 50 SUMME LANGFRISTIGES VERMÖGEN 6.234 3.728 KURZFRISTIGES VERMÖGEN VORRÄTE Waren 123 273 Geleistete Anzahlungen sonstige 18 0 141 273 FORDERUNGEN Forderungen aus Lieferung und Leistung Österreich 37 79 Forderungen aus Lieferung und Leistung EU 2.199 2.269 Forderungen aus Lieferung und Leistung Non-EU 4.668 1.223 ab: Einzelwertberichtigung -55 -100 ab: Pauschalwertberichtigung -256 -127 Forderungen aus Lieferung und Leistung netto 6.593 3.344 Forderungen gg. nahestehenden Personen u. Unternehmen (nicht kons.) 6.305 2.896 Sonstige Forderungen 1.395 419 14.293 6.659 KASSENBESTAND und KURZFRISTIGE FINANZMITTEL Kassa 13 2 Kreditinstitute 284 163 296 165 AKTIVE RECHNUNGSABGRENZUNGSSPOSTEN Sonstige Rechnungsabgrenzungsposten 260 155 SUMME KURZFRISTIGES VERMÖGEN (inkl. ARA) 14.990 7.252 BILANZSUMME 21.224 10.981 02.04.2010 EFTA00724846 FASHION TV HOLDING LTD. ENTWURF vom 02.04.2010 31.12.2009 31.12.2008 BILANZ - EIGENKAPITAL UND SCHULDEN (ungeprüft) TEUR TEUR EIGENKAPITAL Grundkapital 5.257 7 nicht gebundene Kapitalrücklage 11.398 11.398 Jahresergebnis 478 -585 Gewinn-/Verlustvortrag -3.975 -3.391 Gewinnrücklage 0 0 Bilanzgewinn -3.497 -3.975 SUMME EIGENKAPITAL 13.158 7.430 FREMDKAPITAL LANGFRISTIGE SCHULDEN KURZFRISTIGE RÜCKSTELLUNGEN Steuerrückstellungen 2 0 sonstige kurzfristige Rückstellungen 251 70 253 70 KURZFRISTIGE FINANZVERBINDLICHKEITEN Verbindlichkeiten gegenüber Kreditinstituten 4 3 sonstige Finanzverbindlichkeiten 601 601 605 605 SONSTIGE KURZFRISTIGE VERBINDLICHKEITEN Verbindlichkeiten aus Lieferungen & Leistungen Österreich 560 708 Verbindlichkeiten aus Lieferungen & Leistungen EU 1.641 722 Verbindlichkeiten aus Lieferungen & Leistungen Non-EU 2.668 507 Verbindlichkeiten gg. nahestehenden Personen u. Unternehmen (nicht kons.) 59 36 Verbindlichkeiten aus Steuern 65 70 Verbindlichkeiten im Rahmen der sozialen Sicherheit 73 12 Verbindlichkeiten gegenüber Personal 30 0 sonstige kurzfristige Verbindlichkeiten 406 404 5.501 2.459 PASSIVE RECHNUNGSABGRENZUNGSSPOSTEN 1.707 417 SUMME KURZFRISTIGE SCHULDEN (inkl. PRA) 8.066 3.551 BILANZSUMME 21.224 10.981 02.04.2010 EFTA00724847 FASHION TV HOLDING LTD. ENTWURF vom 02.04.2010 GEWINN & VERLUSTRECHNUNG (ungeprüft) 2009 2008 (Erträge +/ Aufwendungen -) TEUR TEUR UMSATZERLÖSE Advertising and production 2.376 2.527 Distribution 4.224 5.830 Brand licensing 1.145 249 Master license revenues 1.964 454 Verrechnungen mit nahestehenden Unternehmen 0 -4.397 Erlöse mit nahestehenden Unternehmen 0 109 9.709 4.773 SONSTIGE BETRIEBLICHE ERTRÄGE Erträge aus dem Abgang von AV (ohne FinAV) 3 0 sonstige Erträge verbundene Unternehmen (kons.) 21 0 Erlöse mit nahestehenden Unternehmen 16 2.626 Übrige betriebliche Erträge 1.011 36 1.051 2.662 MATERIALAUFWAND UND AUFWENDUNGEN FÜR BEZ. LEISTUNGEN Handelswaren -50 -102 Satellitenkosten -202 0 Produktionskosten -158 -93 bezogene Leistungen (kons.) -1.731 0 bezogene Leistungen von nahestehenden Unternehmen -10 -498 sonstige bezogene Leistungen -540 -484 -2.693 -1.177 PERSONALAUFWAND Gehälter -974 -528 Aufwendungen für Mitarbeitervorsorgekasse -13 -4 gesetzlicher Sozialaufwand -269 -167 sonstiger Sozialaufwand .4 -2 -1.260 -701 SONSTIGE BETRIEBLICHE AUFWENDUNGEN betriebliche Steuern -27 -41 Instandhaltung -2 0 Betriebskosten -48 -9 Versicherungen -17 -7 Ausgangsfrachten, Transport -58 -69 Reise- und Fahrtaufwand -247 -127 Nachrichtenaufwand -619 -211 Mieten -341 11 Lizenzen -154 -199 Provisionen -988 -625 Verwaltung -42 -30 Spesen -23 -47 Werbung einschließlich Werbekostenzuschüsse -282 -888 Rechts- und Beratungsaufwand -911 -1.115 Verluste aus dem Abgang von Anlagevermögen -1 0 Aufwendungen mit nahestehenden Unternehmen -36 -95 Abschreibungen v. Forderungen -863 -1.250 übrige betriebliche Aufwendungen -73 -91 -4.732 -4.793 BETRIEBSERGEBNIS VOR ABSCHREIBUNGEN (EBITDA) 2.075 763 ABSCHREIBUNGEN -1.448 -1.276 BETRIEBSERGEBNIS (EBIT) 627 -513 02.04.2010 EFTA00724848 FASHION TV HOLDING LTD. ENTWURF vom 02.04.2010 FINANZERGEBNIS Zinsen und ähnliche Erträge 78 0 Zinsen und ähnliche Aufwendungen -27 -4 51 -4 ERGEBNIS VOR STEUERN 678 -517 ERTRAGSTEUERN laufende Steuern -200 -68 -200 -68 ERGEBNIS NACH STEUERN 478 -585 DAVON GEWINNANTEIL MINDERHEITEN 0 0 DAVON GEWINNANTEIL KONZERNGESELLSCHAFTER 478 -585 02.04.2010 EFTA00724849 FASHION TV Group COMBINED INCOME STATEMENT (unaudited) 2009 2008 (Income + / Expenses -) TEUR TEUR REVENUES Advertising and production 2.569 2.767 Distribution 5.069 6.890 Brand licensing 3.343 3.252 Master license revenues 4.308 6.030 Related party transactions 0 -4.397 Revenues from related parties 0 109 15.289 14.651 OTHER OPERATING INCOME Income from disposal of fixed assets 22 0 Other income from related patties 16 3.128 Other operating income 1.149 71 1.187 3.200 COST OF MATERIALS AND SERVICES RECEIVED Merchandise -50 -102 Charges for satellite -1.717 -1.402 Costs of production -375 -433 Services received from related parties -10 -498 Other goods and services -1.434 -1.708 -3.587 -4.143 PERSONNEL EXPENSES Salaries -974 -528 Expenses for severance funds -13 -4 Social security expense -269 -167 Other social expense -4 -2 -1.260 -701 OTHER OPERATING EXPENSES Business tax -64 -42 Maintenance -4 -12 Operating costs -48 -9 Insurance expenses -17 -7 Transportation -60 -72 Travel expenses -555 -456 IT expenses -682 -301 Rental expenses -344 1 Licences -157 -224 Commission -1.181 -777 Administration -42 -31 Charges -30 -55 Advertisment and Marketing -286 -909 Consulting expenses -2.089 -1.655 Losses from the disposal of fixed assets -1 0 Other expenses from related parties -202 -95 Writedown of uncollectible receivables -1.425 -3.140 Other operating expenses -116 -261 -7.304 -8.045 EBITDA 4.325 4.962 AMORTIZATION and DEPRECIATION -2.026 -1.842 EARNINGS BEFORE INTEREST AND TAX (EBIT) 2.299 3.120 19.04.2010 EFTA00724850 FASHION TV Group FINANCIAL INCOME Interest income 299 0 Interest expenses -33 -146 266 -146 EARNINGS BEFORE TAX 2.565 2.974 INCOME TAX EXPENSE Current tax expense / benefit -230 -103 -230 -103 NET INCOME 2.335 2.871 THEREOF PROFIT SHARE OF THE MINORITY 0 0 THEREOF PROFIT SHARE OF THE GROUP COMPANY 2.335 2.871 19.04.2010 EFTA00724851 CO. NO: 3091I0 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM Q ,S),SOcIATION ARTICLES OFASSOCkr5QN •• • FASHION- Tvao,LDnyt LTD. Incorporated the Hitlaayof3anuary, 1999 Under the International Business Companies Act, Cap 291 Automatically Re-Registered on the Id day of January, 2007 Disapplication of Part IV of the BVI Business Companies Act on the 16th day of March, 2010 MORGAN & MORGAN TRUST CORPORATION LIMITED P.O. Box 958 Road Town Tortola British Virgin Islands EFTA00724852  TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FASHION TV HOLDING LTD. I. NAME The name of the company is Fashion olding Ltd. (the "Company"). C 0 ItPOR STATUS The Company is a company limited by shares. The Company was first incorporated as an international business company on 18 January. 1999 and was, immediately prior to the date of automatic re-registration in accordance with the BVI Business Companies Act, 2004 (the - Act"). governed by the International Business Companies Act (Cap 291). 3. REGISTERED OFFICE AND REGISTERED AGENT At the date of notice to disapply Part IV of Schedule 2 of the Act, the registered office of the Company is Pasea Estate. P. O. Box 958. Road Town. Tortola, British Virgin Islands VGI 110. At the date of notice to disapply Pan IV of Schedule 2 of the Act, the registered agent of the Company is Morgan & Morgan Trust Corporation Limited. Pasea Estate. P. O. Box 958. Road Town, Tortola, British Virgin Islands VG1110. 4. CAPACITY AND POWERS Subject to the Act and any other British Virgin Islands legislation. the Company has. irrespective of corporate benefit: a. full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and b. for the purposes of paragraph (a), full rights. powers and privileges. EFTA00724853 5. NUMBER AND CLASSES OF SHARES The Company is authorised to issue up to a maximum of 5.257,260 ordinary shares of a single class with a par value of LIMO each. 6. RIGHTS ATTACHING TO SHARES Subject to the Anicles, the terms of the issue of any sham, or any Resolution of Members to the contrary (and, for greater clarity, without prejudice to any special rights conferred thereby on the holders of any other shares), a share of the Company confers on the holder: a. the right to one vote at a meeting of the Members or on any Resolution of Members: b. the right to an equal share in any Distribution paid by the Company: and / c. the right to an equal tharein the disiribution'o the surplus assets of the Company on a winding up. ..,411- •<< .s.'• ca-i .. 7. VARIATION OF CLASS RIGHTS itt ,. The rights attached to any class or-* t,s of shares (Unless otherwise provided by the terms of issue of the shares of that clias or series), whether or not the Company is being wound-up, may be varied with the consent in writing of all the holders of the issued shares of that class or series or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of the class or series. 8. RIGHTS NOT VARIED BY THE ISSUE OF SHARES PAR1PASSU Rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pan pass:' therewith. 9. REGISTERED SHARES The Company shall issue registered shams only, and such shares may be in full or fractional form. The Company is not authorised to issue bearer shares, convert registered shares to bearer shares, or exchange registered shares for bearer shares. EFTA00724854 10. AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION Subject to Clause 7. the Company may amend its Memorandum or Articles by a Resolution of Members or a Resolution of Directors, save that no amendment may be made by a Resolution of Directors: a. to restrict the rights or powers of the Members to amend the Memorandum or Articles; b. to change the percentage of Members required to pass a Resolution of Members to amend the Memorandum or Articles; c. in circumstances where the Memorandum or Articles cannot be amended by the Members; d. to clauses 6, 7. 8 or this clause 10. II. DEFINITIONS ()1(11()/,) agar The meanings of words hi this Memo - randum are as defined in the Articles annexed hereto. We, MORGAN & MORGAN TRUST CORPORATION LIMITED, registered agent of the Company. of Pasea Estate. PO Box 958, Road Town, Tortola. British Virgin Islands VGI HO in our capacity as registered agent to the Company hereby apply fur the disapplication of Pan IV of Schedule 2 of the Act this 16th day ofMarch, 2010 :St sou IFF J. Andres Calvo Authorised Signatory MORGAN & MORGAN TRUST CORPORATION LIMITED REGISTERED AGENT/REGISTERED OFFICE EFTA00724855  TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF FASHION TV HOLDING LTD. (a company limited by shares) TABLE OF CONTENTS 23. Notice 53. Indemnification and INTERPRETATION 24. Giving Notice Exculpation I. Definitions 25. Service of Notice 26. Participating in Meetings by MEETINGS OF THE BOARD SHARES Telephone OF DIRECTORS 2. Power to Issue Shares 27. Quorum at General Meetings 54. Board Meetings 3. Power of the Company to 28. Chairman to Preside 55. Notice of Board Meetings Purchase its Shares 29. Voting on Resolutions . 56. Participation in Meetings by 4. Treatment of Purchased. 30. Power to Demand a Vote on., Telephone Redeemed or Acquired a Poll 57. Quorum at Board Meetings Shares 31. Voting by Joint Welders of 58. Board to Continue in the 5. Treasury Shares Shares Event of Vacancy 6. Consideration 32. Instrument of Proxy le 59. Chairman to Preside 7. Forfeiture of Shares 33. Representation of Members 60. Powers of Sole Director 8. Share Certificates 34. Adjournment of General 61. Proceedings if One Director 9. Fractional Shares Meetings 35. Business at Adjourned CORPORATE RECORDS REGISTRATION OF SHARES Meetings 62. Documents to be Kept 36. Directors Attendance at 63. Form and Use of Seal 10. Register of Members General Meetings II. Registered Holder Absolute ACCOUNTS Owner DIRECTORS AND OFFICERS 12. Transfer of Registered Shares 64. Books of Account 13. Transmission of Registered 37. Election of Directors 65. Form of Records Shares 38. Number of Directors 66. Financial Statements 39. Term of Office of Directors 67. Distribution of Accounts ALTERATION OF SHARES 40. Alternate and Reserve 14. Power to Alter Shares Directors AUDITS 41. Removal of Directors 15. Restrictions on the Division 68. Audit 42. Vacancy in the Office of of Shares 69. Appointment of Auditor Director 70. Remuneration of Auditor DISTRIBUTIONS 43. Remuneration of Directors 71. Duties of Auditor 44. Resignation of directors 72. Access to Records 16. Distributions 45. Directors to Manage 17. Power to Set Aside Profits 73. Auditor Entitled to Notice Business IS. Unauthorised Distributions 46. Committees of Directors VOLUNTARY LIQUIDATION 19. Distributions to Joint Holden. 47. Officers and Agents of Shares 48. Removal of Officers and 74. Liquidation MEETINGS OF MEMBERS Agents FUNDAMENTAL CHANGES 49. Duties of Officers 20. General Meetings 50. Remuneration of Officers 75. Changes 21. Location 51. Standard of Cam 76. Continuation under Foreign 22. Requisitioned General 52. Conflicts of Interest Law Meetings EFTA00724856 Fashion •I Holdings Lid. Page I INTERPRETATION 1. Definitions 1.1 In these Anicles. the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively: Act BVI Business Companies Act. 2004. as from time to time amended or restated; Articles these Articles of Association as originally registered or as from time to time amended or restated; Board the board of directors appointed or elected pursuant to these Articles and acting by Resolution of Directors; Company Fashion TV Holding Ltd.; Distribution (a) the direct or indirect transfer of an asset, other than the Company's own shares, to or for the benefit of a Member; or (b) the incurring of a debt to or for the benefit of a Member; in relation to shares held by a Member and whether by means of the purchase of an asset, the purchase. redemption or other acquisition of shares, a transfer of indebtedness or - otherwise, and includes a dividend: Member a person whose name is entered in the register of members as the holder of one or more shares, or fractional shares, in the Company; Memorandum the Memorandum of Association of the Company as originally registered or as from time to time amended or restated: Resolution of Directors (a) a resolution approved at a duly constituted meeting of directors or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain; or (b) a resolution consented to in writing by all of the directors or of all the members of the committee, as the case may be, provided that for this paragraph (b) only, - director" shall not include an alternate: EFTA00724857 Fashion TV Holdings Ltd. Page 2 Resolution of Members (a) a resolution approved at a duly constituted meeting of Members by the affirmative vote of a simple majority of the votes of those Members entitled to vote and voting on the resolution; or (b) a resolution consented to in writing by all of the Members entitled to vote thereon; Seal the common seal of the Company; Secretary the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary; and Treasury Share a share of the Company that was previously issued but was repurchased. redeemed or otherwise acquired by the Company and not cancelled. 1.2 In these Articles, where not inconsistent with the context: (a) words denoting the plural number include the singular number and vice versa; (b) words denoting the masculine gender include the feminine and neuter genders; (c) words importing persons include companies, associations or bodies of persons whether corporate or not; (d) a reference to voting in relation to shares shall be construed as a reference to voting by Members holding the shares. except that it is the votes allocated to the shares that shall be counted and not the number of Members who actually voted and a reference to shares being present at a meeting shall be given a corresponding construction; (e) a reference to money is unless otherwise stated a reference to the currency in which shares of the Company shall be issued; (0 the words: (i) "may" shall be construed as permissive; and (ii) "shall" shall be construed as imperative; and (g) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Articles. 13 In these Articles, expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form. EFTA00724858 Fashion TV Holdings Ltd. Page 3 1.4 Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof. SHARES 2. Power to Issue Shares 2.1 Subject to the provisions of the Memorandum, the unissued shares of the Company shall be at the disposal of the directors who may, without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares, offer, allot, grant options over or otherwise dispose of the shares to such persons. at such times and upon such terms and conditions as the Company may by Resolution of Directors determine. 2.2 At the discretion of the Board. whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board. including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued ordinary shares. other shares. option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising. convening, transferring or receiving the shares. option rights. securities having conversion or option rights, or obligations. 3. Power of the Company to Purchase its Shares Subject to these Articles. the Company may by Resolution of Directors purchase. redeem or otherwise acquire and hold its own shares. Sections 60. 61 and 62 of the Act shall not apply to the Company. 4. Treatment of Purchased, Redeemed or Acquired Shares acquires 4.1 Subject to Paragraph 4.2. a share that the Company purchases, redeems or otherwise may be cancelled or held by the Company as a Treasury Share. acquired as 4.2 The Company may only hold a share that has been purchased, redeemed or otherwise when a Treasury Share if the number of shares purchased. redeemed or otherwise acquired. does aggregated with shares of the same class already held by the Company as Treasury Shares, by the Company. excluding shares not exceed 50% of the shares of that class previously issued that have been cancelled. S. Treasury Shares Act, the 5.1 Treasury Shares may be transferred by the Company and the provisions of the Memorandum and these Articles that apply to the issue of shares apply to the transfer of Treasury Shares. not be 5.2 All the rights and obligations attaching to a Treasury Share arc suspended and shall exercised by or against the Company while it holds the share as a Treasury Share. EFTA00724859 Fashion TV Holdings Ltd. Page 4 6. Consideration 6.1 A share may be issued for consideration in any form, including money, a promissory note or other written obligation to contribute money or property, real properly, personal property (including goodwill and know-how), services rendered or a contract for future services. 6.2 No share may he issued for a consideration other than money unless the directors pass a resolution stating: (a) the amount to be credited for the issue of the sham: (b) their determination of the reasonable present cash value of the non-money consideration for the issue: and (c) that, in their opinion, the present cash value of the non-money consideration for the issue is not less than the amount to he credited for the issue of the share. 6.3 No share may be issued by the Company that: (a) increases the liability of a person to the Company: or (b) imposes a new liability on a person to the Company, unless that person, or an authorised agent of that person, agrees in writing to becoming the holder of the share. 6.4 Shares in the Company may be issued for such amount of consideration as the Board may from time to time determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud, the decision of the Board as to the value of the consideration received by the Company in respect of the issue in conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of the par value and the excess constitutes surplus. 7. Forfeiture of Shares 7.1 Where a share is not fully paid for on issue, the directors may. subject to the terms on which the share was issued. at any time serve upon the Member a written notice of call specifying a date for payment to be made. 7.2 The written notice of call shall name a further date not earlier than the expiration of fourteen days from the date of service of the notice on or before which the payment required by the notice is to be made and shall contain a statement that in the event of non-payment at or before the time named in the notice, the share will be liable to he forfeited. 73 Where a notice complying with the foregoing provisions has been issued and the requirements of the notice have not been complied with, the directors by Resolution of Directors may. at any time before tender of payment forfeit and cancel the share to which the notice relates. EFTA00724860 Fashion TV Holdings Ltd. Page 5 7.4 Upon forfeiture and cancellation pursuant to Paragraph 7.3. the Company shall he under no obligation to refund any moneys to that Member and that Member shall be discharged from any further obligation to the Company as regards the forfeited share. 8. Share Certificates 8.1 The Company shall not be required to issue certificates in respect of its shares to a Member, but may elect to do so by Resolution of Directors upon the request and at the expense of the Member. 8.2 If the Company issues share certificates, the certificates shall be signed by at least one director or such other person who may he authorised by Resolution of Directors to sign share certificates, or shall be under the common seal of the Company, with or without the signature of any director. and the signatures and common seal may be facsimiles. 83 Any Member receiving a share certificate for registered shares shall indemnify and hold the Company and its directors and officers harmless from any loss or liability which it or they may incur by reason of wrongful or fraudulent use or representation made by any person by virtue of the possession thereof. If a share certificate for registered shares is worn out or lost it may be renewed on production of the worn out certificate or on satisfactory proof of its loss together with such indemnity as may be required by a Resolution of Directors. 9. Fractional Shares The Company may issue fractional shares and a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same class or series of shares. REGISTRATION OF SHARES 10. Register of Members 10.1 The directors shall cause there to be kept a register of members in which there shall be recorded the name and address of each Member, the number of each class and series of shares held by each Member, the date on which the name of each Member was entered in the register of members and the date upon which any person ceased to be a Member. 10.2 The register of members may be in such form as the directors may approve, but if it is in magnetic, electronic or other data storage form, the Company must be able to produce legible evidence of its contents. Unless the directors otherwise determine, the magnetic. electronic or other data storage form shall be the original register of members. 11. Registered Holder Absolute Owner 11.1 The entry of the name of a person in the register of members as a holder of a share in the Company is primaIcicle evidence that legal title in the share vests in that person. 11.2 The Company may treat the holder of a registered share as the only person entitled to: EFTA00724861 Fashion TV Holdings Ltd. Page 6 (a) exercise any voting rights attaching to the share; (b) receive notices: (c) receive a distribution in respect of the share; and (d) exercise other rights and powers attaching to the share. 12. Transfer of Registered Shares 12.1 Registered shares in the Company shall be transferred by a written instrument of transfer signed by the transferor and containing the name and address of the transferee. Shares may be transferred without a written instrument if transferred in accordance with the Act. 12.2 The instrument of transfer shall also be signed by the transferee if registration as a holder of the share imposes a liability to the Company on the transferee. 123 The instrument of transfer shall he sent to the Company for registration. 12.4 The Company shall. on receipt of an instrument of transfer, enter the name and address of the transferee of the share in the register of members unless the directors resolve to refuse or delay the registration of the transfer for reasons that shall he specified in the resolution. 123 The directors are permitted to pass a Resolution of Directors refusing or delaying the registration of a transfer where they reasonably determine that it is in the best interest of the Company to do so. Without limiting the generality of the foregoing. the directors may refuse or delay the registration of a transfer of shares if the transferor has failed to pay an amount due in respect of those shares. 12.6 Where the directors pass a resolution to refuse or delay the registration of a transfer, the Company shall. as soon as practicable. send the transferor and the transferee a notice of the refusal or delay. 12.7 The transfer of a share is effective when the name of the transferee is entered in the register of members and the Company shall not be required to treat a transferee of a share in the Company as a Member until the transferee's name has been entered in the register of members. 12.8 If the directors are satisfied that an instrument of transfer has been signed but that the instrument has been lost or destroyed. they may resolve: (a) to accept such evidence of the transfer of the shares as they consider appropriate; and (b) that the transferee's name should be entered in the register of members. EFTA00724862 Fashion TV Holdings Ltd. Page 7 13. Transmission of Registered Shares 13.1 The personal representative of a deceased Member, the guardian of an incompetent Member or the trustee of a bankrupt Member shall be the only person recognised by the Company as having any title to the Member's share. 13.2 Any person becoming entitled by operation of law or otherwise to a share in consequence of the death, incompetence or bankruptcy of any Member may be registered as a Member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a Member shall for all purposes be deemed to be a transfer of the share of the deceased, incompetent or bankrupt Member and the directors shall treat it as such. 133 Any person who has become entitled to a share or shares in consequence of the death. incompetence or bankruptcy of any Member may. instead of being registered himself, request in writing that some person to be named by hint he registered as the transferee of such share and such request shall likewise he treated as if it were a transfer. ALTERATION OF SHARES 14. Power to Alter Shares -.114t\ ' • . 14.1 The Company may by a Resolution of Members Or Resolution of Directors amend the Memorandum to increase or reduce the maximum number of shares that the Company is authorised to issue, or to authorise the Company to issue an unlimited number of shares. 14.2 Subject to the Memorandum and these Articles, the Company may: (a) divide its shares, including issued shares, into a larger number of shares; or (b) combine its shams. including issued shares, into a smaller number of shares: provided that, where shares are divided or combined, the aggregate par value (if any) of the new shares must be equal to the aggregate par value (if any) of the original shares. 143 A division or combination of shares, including issued shares, of a class or series shall be for a larger or smaller number, as the case may be, of shares in the same class or series. 15. Restrictions on the Division of Shares The Company shall not divide its shares if it would cause the maximum number of shares that the Company is authorised to issue to be exceeded. DISTRIBUTIONS 16. Distributions 16.1 The directors may. by Resolution of Directors. authorise a Distribution by the Company to Members at such time and of such