SCHEDULE 1

Table D

Memorandum and Articles of Association of a Company Limited by Guarantee, and Having a Share Capital

Memorandum of Association.

1st. The name of the company is “The Rock Hotel Company Limited.”

2nd. The registered office of the company will be situate in Gibraltar.

3rd. The object for which the company is established is “to encourage people to come to Gibraltar, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing all such other things as are incidental or conducive to the attainment of the above object.”

4th. The liability of the members is limited.

5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding £20.

6th. The share capital of the company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each.

WE, the several persons whose names and addresses are subscribed are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers     Number of shares taken by each Subscriber
1. John White of Gibraltar Merchant 40
2. John Brown of “ “ 25
3. Thomas Fielding of “ “ 30
    Total shares taken 95


Dated the day of 19

Witness to the above signatures,

A. B., No. 13, Main Street, Gibraltar.

ARTICLES OF ASSOCIATION TO ACCOMPANY PRECEDING MEMORANDUM OF ASSOCIATION

The Articles of Table A set out in Schedule 1 to the Companies Ordinance, shall be the articles of association of the company and apply to the company.

Names, Addresses and Descriptions of Subscribers
1. John White of Gibraltar Merchant
2. John Brown of “ “
3. Thomas Fielding of “ “


Dated the day of 19

Witness to the above signatures,

A.B., No. 13, Main Street, Gibraltar.