EX-99.T3A-60 58 a19-11484_2ex99dt3a60.htm EX-99.T3A-60

Exhibit T3A-60

The undersigned, GABRIEL AURELIO GALINDO and CASTILLERO, of full age, males, and domiciled in Republic of Pa.nama, for the purpose of forming a auant to the provisions of the establish, form and constitute the following: ARTICLmS OF INCORPORATION 1. The name of the corporation is WEATHERFORD PRODUCTS AND SERVICES, S. A. 2. The general purposes of the corporation are to do any and all of the things hereinafter set forth to the same extent as nat­ ural persons might or could do such things in any part of the oforld, namely: a) To establish, transact and carry on generally a financial investment and brokerage business in all its branches, and to or­ ganize or carry on and undertake any business,t ansaction or oper­ ation commonly undertaken by financiers, capitalists, promoters, unde riters of shares, stock or other.securities or obligations of per.sons1 companies, corporations, partnerships or associations or by dealers in land, options oconcessions or by merchants, manufacturers and traders, to carry on any other trade or business whatsoever which can be advantageously carried on by the corpora­ tion in connection with or aa ancillary to the general business of the corporation as hereinabove or hereinafter stated or referred to. b) To invest the capital of the corporation, accretions to capital and the income of the corporation or any part thereof as the aoard of Directors may determine, in real property including the construction and alteration of buildings, and in personal prop­ erty of any description whatsoever, including mortgages, bonds, stocks, shares and other securities, and from time to time to change said investments by sale, exchange or otherw se 1 and to invest the proceeds of any sale or sales in other investments of a like nature. a) To establish, transact and carry othe business of a manufacturing, merchandising and trading company; to manufacture, purchase, lease, sublease and aoguire by contract, license or other-

 

wise, and to hold,ownl mortgage,pledge, sell, invest, trade, the account of others, raw materials, goods, wares, merchandise, commodities and other property of every kind, nature and descrip­ tion. d) o establish, transact and carry on the business of export­ ers, importers and forwarders as principal, factor, agent, broker, trustee, commission merchant or otherwise, in the Republic of Pana­ ma, and in any and all colonies, dependencies, dominions, posses­ sions, states, territories and countries foreiqn thereto; to export from arid import into the Republic of Panama.and from and into any and all colonies, dependencies, dominions, possessions, states, territories and countries foreign thereto, as principal, faotor, agent, broker, trustee, commission merchant or otherwise, raw materials, goods, wares, merchandise, commodities and other proper­ ty of every kind, nature and description; to deal in bills of ladin, warehouse receipts and any and all other documents necessary or incidental to the oonduot of such business; to aot as faotor, agent, broker, representative, trustee or commission merchant for any person or company. e) To establish,transact and carry on the general construc­ tion, en9ineering and oonbraoting business,including but not lim­ ited to the designing, oonstruoting, enlarging, repairing, main­ taining, removing, or otherwise engaging,in any work upon, build­ ings, l:'oads, highways, plants, bridges, piers, docks, oanals, mines, shafts, water works, railroads, railway struatures7 and to·extend and reoeiv('l any contracts or as&ignment of contracts fox: or in relation to, ol:' oonneoted with the foregoing; and to manufacture and furnish the materials and supplies oonnec·ted with the foregoing. £)To purchase,.build, hire, charter,or other.wise,own, hold, use, and dispose of steam and other ships and vessels and ·their appurtenancest to establish, operate and maintain ateam and other ships and vessels between any cities, towns and ports in the

 

- 3 - Republic of Panama or in any part of the world, to trans ort passengers, raw materials, goods, commodities, animals and other property of every ltind description. y g)To apply for, purchase, register or in any manner to ac­ quire, to hold, own, use, operate and introduce, to sell, lease, assign, pledge or in any manner dispose of, and in any manner deal with patents, patent rights, licences, copyrights, trade marks, trade names, formulae, secret processes, inventions, provements, and processes used in connection with or secured under leases, patents or similar rights granted by the Republic of Panama or by any othet country or government or otherwise; and to acquire, own, use, deal in or with, and in any manner dispose of any and all in­ ventions, improvements, and processes, labels, designs, brands or other rights, and to work, operate, exerQise or develop the same and to carry on any business which the corporation may deem advan­ tageous to effectuate, directly or indirectly, these purposes or any of them. h) To gUarantee or become liable for the payment of money or for the p rformanoe of any obligations, and generally to transact all kinds of guarantee business, also to transaat all kinds of trust and agency business. i) To purchase or otherwise acquire, open and work mines, forests, quarries,fisheries and factories, and to stock, cultivate and prove any of the lands from time to time belonging to the corporation, or·in which the corporation shall be interested, to erect buildings thereon, and sell or otherwise dispose of the produce thereof. j) To acquire by original subscription, syndicate participa­ tion, tender, purchase, or otherwise and to hold, sell, exchange, surrender, lease, assign, transfer, mortgage, change, convert, turn to account, deal in, pledge or otherwise dispose of shares, stocks, debenture stocks, aorip, debentures, bonds, mortgages, notes, \>Tar­ rants, qoupons, drafts, ob igations, securities, produce, conoes-

 

-4-sions, options, patents, annuities, licences, business concerns and goodwill, claims, privileges, tion of all kinds, commercial instruments, and contracts of every nature and kind, issued, anteed by any other person or company and irrespective !ness which it may be carrying on or authorized to carry on, and irrespective of the locality in which it operates, or issued, created or guaranteed by any government, public body or authority, municipal, local or otherwise, and whether of the Republic of Panama or elsewhere, and while the owner thereof to receive, and dispose of interest and dividends thereon and income therefrom, and to exercise all the rights, powers and privileges of ownership, including the right to vote thereon. k) To acquire and undertake tha whole or any part of the bus­ iness, prope ty and liabilities of any person or company carrying on any business or possessed of property suitable for the purposes of this oo oration, and to oarr,y on, conduct, assist, subsidize, contribute to, dissolve or liquidate any business so acqUired, or any other business which can be advantageously carried on by the corporationt to organize, incorporate, reorganize, aid, assist fi­ or to amalgamate, consolidate or merge with, nancially ootherwise, any subsidiary or affiliated company, or any other company and to do any and all things necessary or convenient to carry such nurooses1 into effect. l) To draw, make, accept, indorse, discount, execute, issue and deal in promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instru­ ments. m) To purchase, take on lease or in Kchange,hire or other­ wise acquire, hold, sell, mortgage or pledge, t ansfer or otherwise dispose of any real and personal property and any rights and privi­ leges which the corporation may think necessary or donvenient for the purposes of its businessand to pay for any such property and any rights, interests or privileges acquired by the corporation by

 

- 5 - means of money or other property, rights or interes corporation, or by issuing therefor or assisning an bonds, debentures,. notes, certificates of indebtedness obligations, or any of them, however evidenced. n) To purchase or otherwise acquire, hold, sell, pledge, transfer or otherwise dispose of, and to reissue its own capital stock, bonds, debentures, notes or other securities, obligations or evidences of indebtedness of this corporation from time to time to such extent and in such manner and upon such terms as the Board of Directors shall determine, provided that shares o£ its wn capital stock belonging to this corporation shall not be voted upon di­ rectly or indirectly. o) To borrow money, to issue bonds, promissonotes, bills of exchange, debentures, debenture stock and other obligationS!, se­ curities and evidences of indebtedness, whether secured by mortgage, pledge, deed of trust or otherwise, or unsecured, for money borrowe or in payment of p operty, real or personal, purchased or acquired, for labor done or for any other lawful object; to mortgage or pledg all or any part o£ its properties, rights, interests, easements and franchises, including after acquired property or rights, and any and all shares of stock, bonds, debentures or other securities, obligations or evidences of indebtedness at any time owned or held by it. p) To insure with any other person or company against losses, damages, risks and liabilities of all kinds which may affect this corporation. q) To establish and support or aid in the establishment and support of aasooiations, institutions, funds, trusts and conve­ niences calculated to benefit employees or exwemployees of the cor­ poration or the dependents or connections of such persons, and to grant pensions and allowances, and to make payments towards insur­ ance, and to subscribe or guarantee money for charitable or benev­ olent objects or for any exhibition or for any public, general or

 

- 6 - useful objects. r) To make and carry into effect any agreemen '; for sharing profits, union of interests, oooperation,£; -a ture, reciprocal concession or otherwise, with and to manage or supervise any person or company, carrying on or engaged in,or about to carry on or engage in, any business or transaction which this corporation is authori2ed to carry on or engage in, or any business or transaction capable of being conducted so as to benefit this corporation directly or indireotlyJ to accept by way of con­ sideration for any such agreement or contract or for management services cash or any stock,debentures or securities of any person or company. s) To establish or promote and to cause to be incor.porated any company for the purpose of acquiring all or any of the property and liabilities of this corporation, or for any other purpose which may seem caloulat$d to benefit this corporation directly or in­ directly. t) To·enter into, makev perform and carry out contracts of every kind for any lawful purpose7 to enter into any arrangements with any governments ¢r authorities, municipal, local or otherwise and to obtaifrom any such government or authority, any rights, privileges and concessions which the corporation may consider desir able to obtain, and to carry out, exercise, and comply with any such arrangements, rights, privileges and concessions. u) To sell, lease or otherwise dispose of the whole or any part of the assets, rights, property or undertakings of the corpora tion for cash, shares, debentures, bonds# mortgages or other se­ curities of any other company, or for sueconsideration as the Board of Directors may think fit; to improve, manage, develop, exchange, mortgage, turn to account or otherwise deal witht all or any part of the assets, rights and property of the corporation. v) To lend or advance money or give credit to, or give guar­ antee or become security for, stockholders, officers or directors of the. corporation, any person, firm or corporation in which the co -

 

- 1 - poration bas any direct or indirect beneficial located, customers or others having dealings with the cpr•a1 on such terms as the Soard of Directors may deem c =· w) To have one or more offices and to carry ,.---'-4 any or all of its operations and business and to do alii such things as are conducive or incidental tthe attainment of its corporate purposes in the Republ:l.o of Panama and in any and all colonies, dependencies, dominions, possessions, states, territories and countries foreign thereto; and to lteep the books and accounts of the corporation, including the Stock Register, at any place or places, either within or without the Republic of Panama1 and to procure the registration or qualification or recognition of the corporation in or under the laws of any colony, dependency, do­ minion, possession, state, territory or countin the world. x) To provide for the management of the affairs of the corpo­ ration abroad in such manner and by such means as the directors may .from time to time deem suitable and appropriate and for the dele­ gation to an attorney or attorneys of the corporation, who may be any person or persons, of such powers, authorities and discretions as the directors may think fit. y) To distribute in specie by way of dividend or othe ise, among the stocltholders, customers o:r: employees of the corporation, any shares of stook or securities belonging to the corporation or any property or assets of the corporation. z) To do any and all of the above acts and things and to have and exercise any and all of the above powers in any part of the world and either as principal, agent, faoto:r:, broker, commission merchant, trustee, attorney, contractor or otherwise and either alone or in conjunction with others and either by or through agents, trustees or otherwise, and to do all such other things as are incidental or conducive to the attainment of the above purposes or any of them. It is hereby declared that the word "company" wherever used in this Article 2 shall be deemed to include any partnership or

 

- 8 body of persons, whether incorporated or not inco:rpc':Jr i. and whether organized or domiciled in the Republic elsewhere, and the intention is that the purposes paragraph of this Article 2 shall, except where otherwise in auoh paragraph1 be in no wise limited or restricted by reference or inference, from the terms of any other paragraph and that in the event of any ambiguity this Arti<: le 2 shall be construed in such a way as to widen and not to restrict the powers of the corporation. With these purposes the corporation shall have all the powers outlined in Article 19 of Law 32 of 1927 of the Republic of Panama as well as any other powers which may be granted to the corporation by any other laws in force. 3. eauthorized capital of the corporation shall con­ (a) sist of TEN THOUSAND DOLLARS ($10#000.00) U.S.Cy., divided into TEN THOUSAND (10,000) shares of the par value of ONE DOLLAR ($1.00) each. Shares may be issued to bearer. (b)The voting power shall be vested exclusively in the holders of such shares, one vote for each share so held. (c)Any holder of a certificate for shares issued to bearer may exchange such certificate for a certificate or certif­ icates for a like number of shares of the same class issued in his name; and the holder of a certificate for shares issued in the name of the otmer thereof may exchange it for a certificate or certificates for a like number of shares issued to bearer. 4. The number of shares of stock which each subscriber to these Articles of Inoo oration agrees to take is as follows: ADDRESSES NAMES GABRIEL AURELIO GALINDO NO. OF SHARES Bank of America Building 50th Street,Panama, R.P. 1 CECILIO AUGUSTO CASTILLERO Bank of America Building 50th Street, Panama, R.P. 1 . ····. 5. e liability of each stockholder is limited to the amount, if any, unpaid on his shares.

 

- - 6. The domicile of the corporation is in the Re Panama, 7. The duration of the corpoxation1s existence is to be per­ petual. B.(a) The number of the first directors of the corporation '··-is to be THREE (3) NAMES and their namea and addresses are as follows: ADDRESSES EUGENE L.BUrLER 1323 D.Vistawood Drive Houston, Texas 77077 u.s. A. FRIEDRICH H.LANGER 3023 Kenrosa Street Houston, Texas 77043 u. s. A. RURT K. BUSHATI Robert-Koch-Str.19A 3012 Lan enhagen West Germany (b) Subject to the provi·sions of the law and of these Articles of Incorporation, the number and term o£ office of direc­ tors shall be fixed by or determined in the manner prescribed in the By-taws of the corporation.Except as otherwise provided in the By-Laws of the corporationin case of vacancies in the Board of Directors, a major ty of the direotors then in office may elect directors to fill suoh vacancies.rt is not necessary that direc­ tors be stockholders. Directors may be removed at any time, withou cause, by the vote of the holders of a majority of the outstanding shares entitled to vote for directors.A majority of the directors shall constitute a quorum at any meeting of the Board of Directors. (c) The Board of Directors may exercise all of the power of the corporation exoept such as are by lawby these Articles of Incorporation or by the By-Laws conferred upon or reserved to the stockholders. {d) At any meeting of t11e directors, any director may be represented and vote by proxy or proxies (who need not be direc­ tors) appointed by an instrument in writing, public or private,

 

- 10 - with or without power of substitution. (e) A director may hod any remunerativeV"'f-1''"' with the corporation in addition to the office of , 'L rector shall be disqualified from entering into co:ntl,ac s · ··M -, ments or dealings with the corporation and no such I'I01rtt-.1' ::.ij ;;;;aiPI'"". rangements or dealings shall be voided, whether they be with director or with a corporation in which he is interested as me.mber or director or officer or otherwise, and no director to aoaount to the corporation for any profit arising out of any such contract, arrangement or dealing, provided that such director discloses to ·the directors of the corporation his interest in such contract, arrangement or dealing at or before the time such arrangement or dealing is determined upon or entered into and such contract, arrangement or dealing is approved by the Board of Di-reotors. (f) The Board of Directors may appoint two or more of their number to constitute an Exeoutive Committee or any other com­ mittee or committees, who shall have and exercise the powers of the Board of Directors in the management of the business and affairs of the corporation to the extent and subject to the restrictions ex­ pre$sed in the Articles of Inoo oration, the By-Laws or the res­ olution appointing such committee or committees. 9 • All the meetings of the stockholders and of the Board of Directors of the corporation shall be held at the office of the corporation in the Republic of Panama or at any other place or \ places, within or without the Republic of Panama. 10.(a)The first officers of the coxporation shall be: NAME EUGENE L. BUTLER FRIEDRICH H.LANGER KURT K.BUSHATI PHILIP M. MNFRO LESLIE D. TALBERT OFli'IC!ll President Viae-President Vice-President seoretaey Treasurer

 

- 11 - he same person may be elected or appo (b) corp9ration to two or more offices. 11. his qorporation reserves the right to oles of Incorporation as fr9m time to time amended, in the manner now or herea.fter prescribed by law, and aJ.l rig-hts conferred on officers, directors and stockholders herein are granted subject to this reservation. IN WI ESS WHEREOF we.hexeby sign and execute these Articles of Inco oration, in the City of Vanama, Hepublio of Panama, this 2&th day of January, 1981. Gabriel AureliG Galindo

 

Yo, LIBORIO GARCIA A., Notario PUblico Primero del Circuito de Pcnama, con cedula ,(6-.12-43)·, Certifico que.este documento es una copia fiel y e acta el original que reposa en la EscriPublica No. (320) de esta Notar:La· Panama, 28 de Enero de 1981.-

 

(j· inlingua Tra-nslation Service 150 Offices In 20 Countries • A Name You Can Trust Worldwrde T.l20l8 FOR THE DISTRICT OF PANAMA (TAX STAMP PAID) FIFTY-TWO of S.A., Notary of legal the Section Thousand Thirteen Eighty-One now e is capital is 3110 Southwest Freeway • Suite 200 • Houston, Texas 77098 • Telephone (713) 528:1(\1.5 · REPUBLIC OF PANAMA Ministry of Treasury and Finance NOTARY OFFICE NO. 1 (GOVERNMENT AND NOTARY S OTARY PAPER - Fee:3 Ba boas PUBLIC DOCUMENT NUM ER EIGHT HOUSAND FOUR HUNDRED AND ---------------------------------(8452)--------------------For the Officialgistration of. Certificate of Amendment the Corporation named WEATHERFORD PRODUCTS AND SERVICES whereby the name is changed to WEATHERFORD SERVICES, S.A., and the authorized capital is increased. Panama, September 14, 1983. In Panama City, Capital of the·Republic and Seat of the District bearing the same name, on September fourteen (14), Year Nineteen Hundred and Eighty-Three (1983), before me, PEDRO OSCAR BOLIVAR, Notary Public No. 1 for the Diptrict Panama, holder of Personal Identification Card No. Eight - Ninety-Nine-Seven Hundred and Four (8-99-704), personally appeared Doctor CECILIO AUGUSTO CASTILLERO, a male, of age, married, an attorney, a Panamanian, resident of this City, holder of Personal Identification Card No. Six - Twenty-Four-Eight Hundred and Sixty-Two (6-24-862), known me, in his capacity of Legal Representative of the attorney ARIAS, FABREGA & FABREGA, which is the Resident Agent for mentioned corporation registered in the Public Registry, of Business Entities, on Card File No. Zero Sixty-Seven Ninety-Three (067093), Roll No. Five Thousand Three Hundred Ninety-Three (5393),·Frame No. Zero One Hundred and (0113), since' ebruary nine (9), Nineteen Hundred and (1981), and he submitted to me for its registration, as I indeed enter in the record, a document executed in English, accompanied by its respective Spanish..translation, which con amendment to the Articles of Incorporation, whereby the nam changed to WEATHERFOU SERVICES,S,A., and the authorized increased.E83-024135 TAMPS) -------to firm and tains an

 

... The contents of the mentioned document are transcribed and copied in this Instrument. Having read this Instrument to the declarant in the presence of witnesses to the Instrument, namely Messrs. RENE VERGARA, holder of Personal Identification Card No. Eight - One·Hundred and Ninety-Six - Six Hundred and One {8-196-601), and NATZUL POZO BELUCHE, holder of Personal Identification Card No. Eight - Two Hund"r' ed and Nine - One Thousand Four Hundred and Ninety?Four (8-209-1494.), both of them of legal age and residents of this City, who are known to me and who are qualified to perform their office, all of them approved and ratified it, and they have signed said Instrument for the record before me, the Notary, and I bear witness thereof. THIS DOCUMENT IS IDENTIFIED UNDER NUMBER .EIGHt THOUSAND FOUR HUNDRED AND FIFTY-TWO ---------7--(8452)---------------------­ (Signed)CECILIO AUGUSTO CASTILLERO. ----Rene Vergara.----Natzul Pozo Beluche.-----PEDRO OSCAR BOLIVAR, Notary Public N.c. 1. TRANSLATION CERTIFICATE OF AMENDMENT {By unanimous consent of the Shareholders) We, the undersigned, WEATHERFORD/LAMB, INC., holders of all the issued and outstanding shares entitled to vote of Weatherford Products & Services, S.A., a Panamanian corporation, hereby agree and consent to amend, and hereby do amend the Articles of Incorpora­ tion of said corporation so that hereinafter Articles One (l) and Three (3) of the Articles of Incorporation shall read as follows: "1.The name of the corporation is WEATHERFORD SERVICES, S.A." "3. (a) The authorized capital of the corporation shall consist of FIFTY THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA (US$50,000.00), divided into FIFTY-THOUSAND (50,000) shares, each with a par value of ONE DOLLAR (US$1.00). -2-

 

(b) Only the holders of said shares shall be entitled to vote on the basis of one vote per share held." Subscribed. in Houston, Texas, United States of America, on September eight (8), Nineteen Hundred and Eighty-Three {1983). WEATHERFORD/LAMB, INC.By: (Signed) Eugene L. Butts. CERTIFICATE OF THE SECRETARY I, the undersigned, K. Grant Hutchins, Secretary of Weatherford Products & Services, S.A., h reby certify that the persons who executed the attached Certificate of Amendment are the holders of all the issued and outstanding shares entitled to vote. subscribed in Houston, Texas, United States of America, on September eight (8), Nineteen Hundred and Eighty-Three (1983). (Signed) K. Grant Hutchins, Secretary. STATE OF TEXAS, COUNTY OF HARRIS, UNITED STATES OF AMERICA BEFORE ME, the undersigned authority, persona.lly appeared on this day, K. GRANT HUTCHINS, Secretary of Weatherford Products & Services, S.A., a Panamanian corporation, known to me as the person whose signature is subscribed in the foregoing instrument, and who acknowledged to me that he executed the same in his capacity expressed therein as the act and deed of the said corporation. Given under my hand and seal of office on September eight (8), Nineteen Hundred and Eighty-Three (1983)• . (Signed} Pamela s. Weber, Notary Public in and for the State of Texas - My commission expires August 28, 1984. NOTARY SEAL. The above is a true and accurate translation of its English original. E83-024136 -3-

 

Panama, September 14, 1983. {Signed) Zully Franceschi de Martinez, Public Interpreter, I.O. CArd No. 4-100-2586. SEAL. -------------This copy agrees with its original, and I issue, seal and sign .said in Panama City, theRepublic of Panama, on September fourteen (14), Year Nineteen Hundred and Eighty-Three (1983). NOTARY SEAL - Republic of Panama (Signed - PEORO 0. BOLIVAR, Notary Public No. 1) PUBLIC REGISTRY OFFICE - Panama This Document was filed at 9:18:31 a.m., September 19, 1983, Volume 160, Page Entry no. 5690 - Daily Register by (Signed - Gilberta Pitti) Fee: 51.60 Balboas Payment No. 304921 by (Signed - Illegible Signature) (SEAL OF THE REPUBLIC OF PANAMA - PUBLIC REGISTRY OFFICE) STAMPED - Have it entered on the record (Signed - Gonzalo Campos - Section Chief) Gonzalo Cornejo Campos (SEAL OF PANAMA - PUBLIC REGISTRY OFFICE) THE FOREGOING DOCUMENT HAS BEEN REGISTERED IN THE PUBLIC REGISTRY. (Microfilm Section (For Business Firms) ·File Card No. 067093 Roll No. 1173.2 Picture Frame No. 0150 Fee: 51.60 Balboas Panama, September 21, 1983 Head of Microfilm (Signed) -4-

 

· SEAL OF PANAMA REPUBLIC OF PANAMA Ministry of Treasury and Finance The undersigned, Officer of the Oirectorate of Administrative Services for the Ministry of the Government and Justice, duly authorized for this act, CERTIFIES that the foregoing signature of Maysa E. De Williams, who is named in this document as Head of Microfilm, is authentic,September 21, 1983. Panama, October 13, 1983.(Signed) The Oirector of the Administration and Accounting Department of the Ministry of Foreign Affairs, CERTIFIES that the foregoing signature which reads:URANIO B. DE SILVERO, is the authentic signature of the Officer who, on October 13, 1983, held the office of (Illegible) of the Ministry of the Government and Justice. Panama, October 13, 1983. (Signed) REPUBLIC OF PANAMA MINISTRY OF FOREIGN AFFAIRS Authentication No, 28651 A-83-18683 -5-

 

PtJBLI'C DEED NuMBER SIX THQDS:AND EIGHT HuNpREJ3 SIXT';(-T.l:W$E-(6·,86J) WER,EBX :A. WR:J;'l''l'Etj .R OL:OTIOJ:'f }I.W?}WVED BY. T.l{E: I'AR,TNERS IN. LIEU OF '.tiRE AN;l:'ll],l\.LGENERALMEETING. OF THRLIMiirED· L:tABILIT-X' COMPANYN D WEATHERFOim SERYICES S. PE P;,.L,.,. ·ELF;CTING NEW WMI :CS.TRATORS,I):I(Q ARTIGLE 7 . OF 'l't!E INCORI?QR,ATJ:ON CIJARTER,, AND RA'l'IFY-ING THE .AC'!iS OF THE .AD:!UN'ISTRATORS1 IS· NOTARIZED. Pa;Ii ma, June 4, 20·1a. In 't.he city. ·o.f P;;mama,, Capital 0f the Rep.ublic q:qd Head .of;. the Not!3;r:ii?-l Ci:toi.iit ·by t'lie sqnie name, on. the 4 h day· .of the m0n'th 'Of :June of the yeftl?• 2 18, before Fir'S,t Notary Publi me, Atto:rney at'-Law HERMES A:R!EL GRTEGA BEN(fTE.Z, of tl;le C:i:rcuit of P.ana'[lla, Witrb, Persona:!. I entt'ty c.ard No. 8-3S4-··940, pe:r:!!Ona'lly appe&i'ed boctor of Laws R.O"l:' CARLOS· D:PRLIN'G 'l'.UDI'SCO, male·, oflegal. age, married, -lawyer,Panam ni¥tn., domd:dleC,! in th:J.·s City, \•tith Bersonfil Ident;l.ty ard ·N6. lhs:oo.-.lW7, who:m : ;· )mow, in h,is c.a)?acity as .Legal R.eJ;Jr.esentat.ive 0f .the law .f.irm MIAS, ·FAEREGA & F.lffiREGA., .recorded at El13ctror;t;L.o folio rtU\!1l;>e.r ·347 M of the LegP.-:1 Pe:rsQns I?:i,v:i.!'Jio.q. 9f t:he :Public 'R,.eghitry· .office, Resident Ag.ent of the; 'l;ijiti d lial;>ili company named WEA'l'!JER; ORo' SERV.i<;!ES $. DE R.L. recordedat the PublicRegfst:ry Of:fiC€), Mi.c;rofiJ;q1s(!'4e.rcantile) piv;±,s·ion, at Microj adl<:.et 15'3 9, D.ooumapt :t.70.1i8·7 a13 of December .2-8, 2009, and J?.:Ceaented to me· :for notarizat:ionl and ·I do notarize according to the contents anq. scope of Arti0lt;J 1?·5.1 o:f the C!iyil t;:!ode, a \'loc;:(J.ment e:x:e !J.tecl; ±o. E:q lisb, togetb,er wi:Cll. the oorieSJ;>onding .tramilation into a Written Resolutil:on apJ?rovad by t:P."? :Pa;rtne'r's in G!?neral Meet:i,ng 9f. the limited lia)Jili.ty c.Qmpan:y Spanish., lieu of containing .the .A7mua:J. named ATHERFOiffi ·I'JE;J:l,Vrc!'ES: S. DE R..L. ,el.ecting new Administrators 1 ·----------

 

2 amending Art;:ic1e 7 g"l; th"e Indorporil.t·iqil Charte:rr,. and ratifying the CJ.Cts Of J;;lie Adm;i.ni:strCJ.tors. The contents ot the a:Eoremention. document are t:t'ans ribed in a copy of this Inst;:wment. --OnC? this .D.eed w.asread to the appear-ing party in .the presence of attesting .witnesses·, SILVIA CRTSTE.L RERN.liNDEZ ARAuz·, with Personal Ident-ity-Card No, 4-716-159; and JOHANA ELIDIA ARRIA FUENTE , with :Pe+so;nal IC\entity card No. -71.1-.1379, of full age.·1 domiciled in this City, whom I .know ·and ar.e ·qualified to hold En.lCh office, they found. it in o:tder, appr.mred' it and they all sigp. it as evideiJ.ce, l;Jefore me, the ·Notary, t.o all of which I ab::est. THIS IS tiEED NUMBER. S:tx THOUBANB EIGHT HUNDRED /?IXTY-THREE (q 1 8'63) (Sgd.) ROY C1WLOS DURLING TtlJJISCo· - :SILVIA CRISTEL HERNiiNDEz· ARAtJ.!il - JOHANA ELIDIA BARRiil. FUENTES - Attorney-at-Law HEaMES AE!EJ.> QRTEGA BENfTEZ, :First Notary J?ilbli<:l of the .circuit of l?anama. TRANSLATION WEATH·ERFORD SERVICES·, S. DE R.L, WRITTEN .RESOLUTION :1\DOJ;'TED B'!:HE..l?J\;!l.TNERS I:('f LIEU OF TI'IE 'ANNUAL GENERAL MEE'.ri G we, tp.e· unders;i:.gp.ed, .l:ie·ing tl:J.e. t¢1;-;ality of pa:rtner.s· of Weatherfor.d SemceEi, s. de R.L., e:x;isting ·under the. laws a limited liability company organized and o£ the' Republic .of Panama, witP. registered and 1oth F.loors.,. ·wes.t Boulevard·, Santa. M.ar.i:a afficre at P.·H ARIFA; 9th Busi'ti.\'>S)t .Di.strict, Piinal't(a,. ReJ;>ul;Jliq CifPanama. (the ·'lCompany1 . ')do. hereby adopt the resolutions by Written Consent in Lie\).. ol: l;lhe· ·An.nu?).l General Meeting attach.ed hereto as Annex A, IN . ·WI.T ES.SWHERE.OF, the1m.dersisned haveexecuted this Written Reso1uti·on on April 30, 2018'. l?ARTNERS·: WeatAerforQ. Holdin:;r Gll\bH:

 

a (Sgd.} Kurt MayerManaging Di<J;ector Weathe:1::flord s·e:.tvices, L't!i. 1Sg'ci,) Frec;1.e:l:'ico Justus,. Vice President, Annex A .WEATHE FORD SERVICE.S S. DE .L, WRITTltES\)J;tf';t'IOi'l ADOPTED. BY THE· PAR')?NER!> Ap,:til 3 0 , ;:!018 ADMINI;:!TRATORS. R.ESOI.VEO,t·hat James c. Parent b , <=l]lovep. a.El AP,ministr<'l.tot of the Company -effective .<tS of April 9, 2'0;1.8. RESQINED, tl;J.at steven F. C_ar.v::tl.lhp be appointed as an Administrator o:f the..compan:y; effective as of April 9, 2018. RESOLVED, that Charity R. Kohl be removed as Administrator of the Company eff!;lot'iv.e as: of Ji.';Pril 2·6, 2018. RESQLVEO, that Chr-istine .M. Morrison be appo'inted. a.s an Adiil.:i.J.l.is.tr<ttor of the Compa-p:y effective as. of April 26, 2018. RESOLVED, that Mohammed Da<!!hiwg.la, and Tan Kah Huan b re-appointed as Administrat<Ors o:f; the Compan:Y. RE·SQLVE!J., that the fol].owing indiviP,ua:t.s constitute the entire s.late -of AdministTators of the Com.l?any, holding the offipe· set foxth opposite theh' ::respedt:l.ve names·, until .their respeC'tive· 81.li:rc$!:J;So;r are eJ.. ct:ed ?Tid gtraJ.ified or unt.il tli.ei;r e<l.i'lier resignation, re)Uoval or deathl Christine 'M. Morris.on 8teve·n F. Carvq,lho Mohammeq Padh:l,W:a,la Tan .Kah Huan RESOLVED, 'that Article Sf?'ven ·of· the IIJ,COrporation Cha':r;t!;l.X o.f; thiS Company :P.e, amended in order that henceforth it ili"eads as. fo·liows: "ARTICLE. SEVEN: (Administrators) (a) The administrators of t:P,e. ·compa,tt:y (.th$ Admin:i,strato.;r:s'f) shall be: ---·----------

 

4 ---.l:) Steven F. Carvalho, m l , citizen o:t; the. Qaited· States ·of America, with, passport number 54g487.9.56. ---2) <:: i$tine M .. Morris<m, female, citiz-en of the ·un;lted :States of Amepca, with passport :number 5525190"3'0. ---3) T\l.P. Ka.h Ruan, .m.al. ·, cit:j.zen of .tlingapo:r:e, with passport. numl::>er E64562'7SB·, ---4) M0hammed Dadhiwala, mal!'!, c;\,'tize:p. of United Kingdom of Great Britai:it <md. orl:::hern ·:rreland,. with ;passport numbe·r GBR 5'10915691. {h) 'l'he Administrators are hereby granted, with broad powe: ;:l3, in o:t?de:t? that they may represe:P.t the Company, any one of them acti-ng singly, inolut;i'i.ng., :Put :not lim;it;·ed ·to, delegatil1£r powers to third parties1 in the R.epub).ic of Panama and in any other pCJ.rt of the ·worlt;J,, {c) The Administrat·ors shall have f li and complete dise;retion to manage MO. cc;m<;luc:t the bu:;!iness• and af·fCJ.irs of the company, teo make all decisions affecting the business 'a:rid affairs of the Company a:(ld to take ?-11 s1,1ch q;ct;:il:?nl'! 'afl' it c;l.eems necessary., a<;lvisablor appropriate to accomplish. the purposes of the Company as set f0:rth in, thil;l C4-a tBr,. Notwithstanding the· fl:>.:r:Elgoing,. the Administrator shall reg;qire special authorization. tr9m the Members to carry outacts or enter intQ contracts beyondthe normalcourseof :Pu:s'iness of tl):e Comp<;my., includi g, inter lia, to transfer its assets, a d. to encumber them ·to secure debt§ of the Ct;lmpany. {d)· 'The Members: shall appoint and remove the Admimistra:tors." RESbLVED 'FURTHER{ to S:1;lthorize and instruct Ari s I ]fabreg;;t anc;l Fabrega., Resident Agentfl for the CGn\p.emy, t.o nota;rize and file these· reso·lutions witPo the Panama Public Registry. RATIFACT.ION. OF ACTS OF AD1:UNISTRATORS· RESOLVED, tliat all acts. and pro¢ceedin s of ·the Administrators of t'he Company done .CJ.nd performed .fox: the y-eCJ.r :end d April 01 2018, as - -----..----------·---------

 

5 evidenced by the minuteS' and books of acoourttl3 ·of the Coll!pany, be' a!).d the; .?ame. tl-.re herel;ly approveP.-ratified, sanctioned and cqnfi;qne,Q.•. j)he re$olutions. adopted by virtue of. this Written Co:D.serit ·of the Partners in· Lieu of the Annual General Meeting shall have the same force and e:t:feot as if p_dppted at the Annual General Meeting-of sa:id Partners pursuant to the iaws of Panama. The Written consent of tl:le Partner!;! may :O.e signed bearing a facsimile signatur<;J. This is a -tr-ue translation of o:dg±nal dooum·ent in English, the Panama, June 4, 201.8. {Sgd.·) Irma S. de Davis, Certified P'qblic Translator., ID NQ., B-137-549 - (SEAD} This o<;>py t.hat:, I i.!oH3lj.e, sea·l and sign in the City of J:i.anama, Republic conf0rms to the of Panama on this 4th day of the month of June. :2Q1B ori-ginal document . (l;lgd.) t·torney-q.t;.-:[..a,w Hermes. Ar.i.e:). Ortega Benitez, li!irs-t Notary Publia - {SEAL OF THE FIRST NO'FARY PUBLIC'S OFFICE; OF THE CIRCUIT OF PANAMA­ R);:PDBLIC OF PANAMA) P.AI'j'l?.UBLI(] RE{;l;I:'STRQli'FJ:C.E SIGNBD BY 1 l.,ILI% RUIZ HE!mERA DATE: J'\Jlm 6., 2 Q 18. 15:54, 45 -05:0.0 A<;TJ;O : COMPI)ETION..OF PROC!EPURE PLACE: :P AMA, PANAMA EVJ:DENCE OF REGISTRATI-ON PRCJ.CE_DURE REQUESTJ?:P lJNPER EN;L'R'¥ J;ruMBER 229167/201:8 ('D) )i'Il;llilD AT THIS· ·REG:L';lTR,Y' OFFICE ON JUNJ;i 1:\, 2.018 AT 04:.5-5 P.M.. !;!AS BEEN c;QMPLETED,. OWNiiJR OF DOCUMENX WEl\.THERFO· El.WI(iES ,S. J:?E R.L. DOCUMENT.' FI·LED· PUBLIC DEED 'NO . .6863 AUTHOlHZED B:Y: HERMES ARIEL OR'rEGA BB]f:f:TEZ;, FIRST NOTARY PUBLIC

 

I)}I.TE: JUNE 4, :2018 NUMBER OF CQl?IES: 1 PAYMENT'EVIDENCE-SUB TTED CARD·PkYMENT VOUCHER 998 21J; FDR f?IXTY-FIVE BALBOAS (B/.65;00) (l?ana:ma, leg?-1 currency) PAYMENT DATE·, JUNE 4.1018 ELECTRONIC ENTRIES ·MADE (ON REAL ESTATE OR MICROJACKET-) eCH,ANGEQF (MERCANTILEDIVISION) FOLIO NO. 1539 (L) E:tqTR;YISIQ. 1\DMJ;NISTRATORS OF Tlffi COMPANY SIGNED BY LILIVA RIJIZ HERRER,A DATE 0F REGISTRATJ;ON: WEDN;E.SDAY, Jl;JNE 6, 201· ( 03:54 l? .M..). ThiS' document bears 'tl!e valid electrqnic s·ignatur.e .of· L!L:EVA RUIZ l!EI\RERA. (Here. follows-bar code) ======== ====================================================== ====== Thi·s. is ·<?. true translatio document in Spanish. Davis, Oert.ified !?.@;lie Panama, June 11, 2018.• Translator, INo.

 

CER'l'IFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WEATHERFORD SERVICES S.A. We, the undersigned, RAMZl Al.rBEURElTffi, President and JOSEPH C.HENRY, Assistant­ Secretary, of WEATHERFORD SERVICES S.A., a corporation organised and existing in accordance with the laws of the Republic of Panama, to be transfonned and converted into a limited liability company C'Sociedad de Responsabilidad Lirnitada") registered in the Republic of Panama, to be called WEATHERFORD SERVICES S. de R.L., with a capital ofUSD FIFTY THOUSAND DOLLARS (USD$ 50,000.00-) divided into FIFTY THOUSAND QUOTAS (50,000) of the value ofUSD $ONE DOLLAR (USD$ 1.00-) each, pursuant to the provisions of Law No. 4 of January 9111 2009 of the Republic of Panama do hereby certify that the Articles of , Incorporation of said corporation have been amended and restated to comply with the laws of the Republic of Panama so that henceforth said Articles of Incorporation now to be referred to as the Limited Liability Company Agreement in English and Spanish read as follows: ARUCU ONE: (Name} The name of the Sooiedadde Responsabili.dad Limltada is Weathe ford Serv ees S. de R.L. ARTICLE TWO: . {Nature o£ Business and Purposes) The general purposes of the company are to do any and all of the things and to exercise in accordance with this Charter any and all of the powers hereinafter set ,. forth in any part of the world, namely: -----------------------------­ (a) To establish and carry on any financial and investment activity, financing companies, asset management ---------w---•------------------(b) To carry on any lawful business in any part of the world and do any and all of the above acts and to have any and all of the above powers, alone or with others and through agents or otherwise, and as trustee, without conducting trust business in the Republic of Panama and to do all such other things as are incidental to the attainment of the The above purposes. --------------------------------------------------purposes specified in each paragraph of this Article Two shall not be restricted by reference to or inference from, any other paragraph,

 

. ' ..·· andin the event of any ambiguity this Article Secondshall be construed in such a way as to widen and not to xestrict the powers of the company. ------------------------------------------------------AR'l'ICLJ!: '.I!HREE: (Members o£ the company) The members of the company are; --------------------------------------------------------------- Weatherford Holding GmbH, Incorporated under the laws of Germany on 7th December1989 with Registration Number Hannover B 51470 -Federal Republic of Germany and principal office at Hainbauser Weg 150. 30855 Langenhagen, Germany and Weatherford Kopp GmbH . · Incorporated under the laws of Gennany on August 291h 2001, with Registration Number Osnabrock B 100895 and principal office at Friedrich-Ebert-Str. 131 49811 Lingen, Germany. (a) The capital of the M'l'ICLE FOUR: (Oapi tal of the company) company shall be USD FIFTY THOUSAND DOLLARS (USD$ 50,000.00-) divided into FIFTY THOUSAND QUOTAS (50,000) of the value ofUSD $ONE DOLLAR (USD$ 1.00-) each ---------------------------(b)The members.have subscribed and fully paid in cash the quotas of the company in the following proportions:----------------------------1.Weatherford Holding Gmbli, 49,999 Quotas Incorporated under the laws of Germany on 7th December, 1989 with Registration Number HannoverB 51470-Federal Republic ofGennany and principal office at Hainhauser Weg 150, 30855 LangenhageDt Oernuiny ··. 2. Weatherford Kopp GmbH 1Quota Incorporated under tbe laws of Germany on August 291h 2001, with Registration Number Osnabrock B 100895 and principal office at Friedrich-Ebert Str. 131 49811 Lingen, Gennany. (c) The liability of the members for the obligations of the company shall be limited to the amount, if any, promised but unpaid on their

 

•' quotas. -------------------------------------------------------------{d)Each quota of the value of ONE DOLLAR (USD $1.00) shall 9ive the owner thereof the right to one (1) vote.---------------(e) In the event of the death of a member who is a natural person, the company shall continue in existence only with the surviving members and, in such case, the heirs 9f the deceased member shall only have the right to receive an amount equal to the value of the quotas held by the deceased member at the time of death in exchange for the quotas held by such membel::".---------------------------------------------------The domicile of tl;le company AR ICLE FIVE: (Domic:l.1e o£ the conpany) shall be at P.R. Plaza 2000 Buildin9, 16th Floor, sotn streett Panama, Republic of Panama, but· the company may establish its center of operations, offices and branches anywhere in the world as from time to time determined by the members or adrninistrators.--------------------­ ( ationJ The duration of tbe company shall be unlimited AR ICL£ SIX: unlaes the company is previously terminated in accordance with the provisions of this instrument.------------------------------------AR ICLE SEVEN: (Adminietrators)-------------------------------------­ The Administrator of the company shall be Joseph C. Hen:ry.male.citizen (a) of the United States of America, with passport number 017394698. Notwithstandingthe shall require special foregoing, the Administrators of the company authorization from the members to carry out acts or enter into contracts beyond the normal coutse of business of the company, including, inter alia,totransferits assets,andto encumber them to secure debts of the company.------------------------­ (b) he members shall appoint and remove administrators. -----------

 

.· AR'r:ICLE EIGR'r: (Meetings o1! the members)(a) So long as the number of members of this company is not greater than five (5), it shall not be necessary to hold meetings of members. Nevertheless, meetings of the members may be called at any time by the administrators or by members who represent not less than 25% of the capital of the company. The administrator (s) shall be able to consult the members in by registered mail and the. The replies shall be filed (b) writing; by facsimile, telegram, cable or members shall reply in the same manner. and kept by the company, and minutes thereof shall be drawn and signed by an Administrator, or whomever is so appointed the by administrator(s), and said replies shall be counted as votes.--------­ Meetings of the members may be held at any place or places, (c) within or outside the Republic of l?anama. At any meeting of the members, any member may be represented and vote by proxy (who need not be a member) appointed by instrument in writing, with or without power of substitution.Meetings of the members shall be deemed to be among persons present if the pal:ticipants are in direct communication by telephone, videooonference,electronic or other means of and are communications. Resolutions of themembers shallbe valid effective if adopted in writing without a meeting, even if they signed at different times and places.------------------------------AR'.rlCLE Nl'NE! (Fiscal year) The fiscal year of the company shall be of each year.------------------------­ The firm of Arias, Fabrega & Fabrega, from January AR'.CICLE TEN: with address l8t to Decembr 31st (Resident Agent) at Plaza 2000 uilding, 50th Street, l?anama, Republic of

 

Panama,isherebyauthorizedtosecuretheprotocolizationand recordation at the J?ublic Registry of Panama of any document of the company.--------------------------------------------------------------ARTICLE ELEVEN: (Indemnification) (a) No administrator or attorney in fact of this company shall be liable, responsible or accountable in damages or otherwise to the company or any of the members for any act or omission performed or omitted (i) in good faith on behalf of the company, {ii) in a manner reasonably believed by such administrator or attorney in fact to be within the scope of the authority granted to such person by this charter, by the members or by the administrators, and(iii) in a manner not constituting gross negligence, willful misconduct, fraud or breach of a fiduciary duty.---------------------­ (b) This company shall, to the fullest extent permitted by applicable law, indemnify any person who was, is, or is threatened to be made a n' amed defendant or respondent in a proceeding because the person is or was an administrator, employee, or agent of the company from and against any and all of the judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses {including court costs and attorney's fees) actually incurred by the person in connection with the proceeding, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of members or administrators or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Administrator, officer, employee, or agent and shall inure to the benefit of the heirs, ·,

 

e eoutors, and administrators of such a person; provided, however, that if the person is found liable to the company or is found liable on the basis that personal benefit was improperly received by the person, the indemnification ;tncurred by the is limitedtoreasonable expensesactually (i) person in connection·with the proceeding, and (ii) shall not be made in respect of any proceeding in which the person shall have been found liab'le for wrongful or intentional misconduct in the performance of his duty to the company.--------------------------ARTICL2TWELVE:{TERMINATION) In addition to the reasons already stated in this Instrument, this limited liability company shall be terminated and dissolved by any one of the following circumstances:---,. (a)The agreement of the members; ----------------------------------(b)Where only one member remains in existence, ------------------'· JOSEPH C. HENRY Assistant - Secretary RAMZI AL-HEUREITm President