SinAndaluza AofA

EX-99 98 exb276.htm ARTICLES SINERGIA ANDALUZA SinAndaluza AofA

STATISTICS OF SINERGIA ANDALUZA

PART I - GENERAL PROVISIONS

ARTICLE 1 - Company Name

The company's name is SINERGIA ANDALUZA, S.L.

ARTICLE 2 - Object

1. The object for which the Company is established are:, the consultancy,
development, building, operation and/or ownership of energy generating
facilities and, in particular, wind energy, complying at all times with any
special administrative formalities and requirements as may be legally
required.

2. The activities which make up the company object may be conducted by the
company in whole or in part, directly or indirectly, in any of the ways
allowed by law and, in particular, by way of ownership of shares or
interests in companies with identical or similar purposes.

ARTICLE 3 - Duration of the Company, Year End Date and Start of Operations

1. The duration of the Company is indefinite.

2. The Company's year-end date will be the 31st of December of each year.

3. The Company will start trading on the date of execution of its
incorporation documents.

ARTICLE 4 - Registered Office and Branches

1. The registered office of the Company will be Avenida de Madrid 1, Granada
(CP 18012).

2. The administrative body shall be competent to decide or pass a resolution
to relocate the registered office within the same municipal district.

3. Similarly, the administrative body shall be competent to decide or pass a
resolution to create, discontinue or transfer branches, in or outside
national territory.

PART II - REGISTERED CAPITAL AND SHARES

ARTICLE 5 - Registered Capital

The share capital is SIX THOUSAND AND TWENTY EUROS and is divided into SIX
THOUSAND AND TWENTY company shares of ONE EURO nominal value each, numbered
consecutively 1 to 1,000 both inclusive, cumulative and indivisible, which may
not be incorporated in negotiable securities nor called shares. The share
capital is fully subscribed and paid up.

In the case of a pledge for shares between the shareholders, the execution of
shareholders rights will correspond to the secured creditor.

ARTICLE 6 - Procedure for the Transfer of Company Shares

1. The voluntary transfer of company shares by acts "inter vivos" is subject
to the scheme provided below:

Voluntary transfer by acts "inter vivos" between shareholders, as well as
the transfer made to companies belonging to the same group as the
transferor, shall be unrestricted, provided always that said transfer is
notified to the remainder of the shareholders within 14 days following the
same.

Members shall have a right of pre-emption in respect of the remainder of
voluntary transfers by acts "inter vivos". If there are several
shareholders interested in acquiring, the shares shall be distributed
between all of them in proportion to their interest in the share capital.

A shareholder intending to transfer one or more company shares must give
notice, in writing signed by Notary, to the remainder of the shareholders
of the written offer from the third party interested in acquiring the
shares, with a minimum content (the number of shares he intends to
transfer, the transferee's identity, the consideration and other terms of
the transfer). Within 30 days of receiving said notice, the shareholders
receiving said communication shall notify the shareholder intending to
transfer of the exercise or otherwise of his right of pre-emption over all
of the shares offered, the consideration being the one offered by the third
party interested. If any of the shareholders does not exercise their right,
the remainder of the shareholders shall acquire pro rata. After 30 days
elapse without any notification on the part of the remainder of the
shareholders receiving communication of intention to transfer, the
shareholder may transfer the shares upon the terms communicated, that is to
say at a price no lower or on better terms: having where appropriate to
communicate immediately, as provided in this paragraph, the new conditions
of transfer offered. The right to make the announced transfer shall lapse
and the formalities provided in this article resume, in order to carry it
out, in the event of sixty days elapsing from the new communication and the
transfer to the shareholders or third party interested failing to
materialise.

2. The scheme of compulsory transfer of company shares shall be as provided
generally in the Limited Liability Company Act.

The company shall have a right of pre-emption of such company shares as are
subject to auction or any other form of compulsory disposal. The content of
this right of pre-emption is as directed in the Limited Liability Company
Act and shall be exercisable by the Company only in the absence of the
shareholders exercising their right, which they have been legally granted.

3. Similarly, the scheme of transfer mortis causa of company shares shall be
as legally laid down.

Surviving shareholders shall have a right of pre-emption of the deceased
shareholder's shares, assessed at the actual value they had on the
shareholder's date of death. The determination of the value, terms of
exercise of the right of pre-emption and the form of payment shall be
governed by statute.

4. Transfers made in breach of this article shall be ineffective against the
company.

PART III: COMPANY BODIES

ARTICLE 7 - Company Bodies

The Company shall have a General Meeting and an Administrative Body. These
bodies, insofar as not provided for in these Articles, will be governed by the
provisions of the Limited Liability Company Act.

CHAPTER 1. THE GENERAL MEETING

ARTICLE 8 - Powers of the General Meeting

The General Meeting is entitled to discuss and resolve, by such majority as is
laid down by law or the statutes, matters within its competence directed by the
Law and in these Statutes. The matters specified in article 16 are, inter alia,
those reserved to the competence of the General Meeting.

ARTICLE 9 - Calling the General Meeting

1. A General Meeting will have to be called by the administrative body and,
where appropriate, by the company liquidators.

2. The General Meeting must be called by individual communication, which is to
be delivered by registered post and with acknowledgement of receipt to such
address as is contained on the Register of members. There must be at least
an interval of a fortnight between the date the announcement has been
delivered to the last of the shareholders and the date scheduled for
holding the Meeting.

3. The communication of the notice shall be signed by the Chairman of the
Company's Board.

ARTICLE 10 - Venue

The General Meeting shall be held at such place and address as is directed in
the notice. If the notice does not expressly indicate the venue, it will be
understood that the Meeting will be held at the Registered Office.

ARTICLE 11 - Universal Meeting

1. The General Meeting shall be quorate to transact any business, without
requiring previous notice, provided all the share capital is present and
represented and the attendees unanimously agree to hold the meeting and the
agenda of the same.

2. The Universal Meeting may be held at any place on national territory or
abroad.

ARTICLE 12 - Attendance and Representation

1. The General Meeting may be attended by the holders of one or more company
shares who have entered them on the Register of members or have
communicated to the company their acquisition before the meeting is held.

2. The shareholders may be represented at General Meetings by another
shareholder, their spouse, descendant or older relation or a person that
holds the power of attorney conferred in a public document with sufficient
powers to administer the whole estate that the person represented could
have in national territory.

ARTICLE 13 -Management of the General Meeting

1. Those appointed, at the start of the meeting, by shareholders attending
shall be Chairman and Secretary of the General Meeting.

2. The Chairman of the General Meeting shall be assisted by the Secretary. The
person appointed by the shareholders attending the start of the meeting
shall be Secretary of the Meeting.

3. If the presence of a Notary has been requested, the latter shall form part
of the Board of the General Meeting.

ARTICLE 14 - Attendance List

1. Before embarking on the Agenda, the Secretary of the General Meeting shall
draw up a list of attendees, which shall contain the names of shareholders
attending and the names of shareholders represented and their proxies, and
shall include by number the relevant shares.

2. If the attendance list does not appear at the start of the minutes of the
General Meeting, it shall be attached thereto by means of an annex signed
by the Secretary, with the Chairman's countersignature.

ARTICLE 15 - The General Meeting Procedures

1. Once the attendance list is prepared, the Chairman shall declare the
General Meeting quorate, if appropriate.

2. The Chairman will open the discussions of the points set in the Agenda and
in the order in which they are set out.

3. Any person with right of attendance may join in the deliberation, at least
once, in connection with each of the points on the agenda, even though the
Chairman of the General Meeting may lay down the order of contributions and
limit at any time the maximum duration of each of them.

4. Once the Chairman considers a matter sufficiently discussed, he shall put
it to the vote.

ARTICLE 16 - Adoption of Resolutions

1. Resolutions shall be adopted by a majority of validly cast votes, provided
they represent one-third of votes corresponding to the shares into which
the share capital is divided. Blank votes shall be discounted.

2. Removal of members of the Board shall require votes in favour of two thirds
of votes corresponding to the shares into which the share capital is
divided.

3. Resolutions to expel shareholders and resolutions relating to authorisation
for directors to engage on their own or on someone else's behalf in the
same, similar or complementary kind of activity which makes up the Company
Object shall also require votes in favour of two-thirds of the votes
corresponding to the shares into which the share capital is divided.

4. Notwithstanding the foregoing paragraphs, votes in favour of two thirds of
the votes corresponding to the shares into which the share capital is
divided shall be required for:

1) resolutions to increase or reduce capital and any other alteration of
the company statutes, including alteration of the Company Object;

2) Company liquidation resolutions;

3) modification of the characteristics of the administrative body, and
the number of its members;

4) resolutions on the acquisition, sale or redemption of own shares;

5) resolutions that could arise regarding situations of insolvency of the
Company.

6) the decision not to distribute dividends;

7) resolutions on the appointment and removal of auditors when
appropriate, without prejudice to the statutory provisions,

8) resolutions on the conversion, merger or de-merger of the company,
removal of the right of priority in capital increases.

5. With respect to decisions on the company's net profits, it will be deemed
that they are to be distributed, where appropriate, every year between
shareholders, subject to resolution by votes against of two thirds of the
share capital, always in accordance with the approved balance sheet and
always complying with the appropriations to be made previously, in
accordance with the law in force.

CHAPTER 2 - THE ADMINISTRATIVE BODY

ARTICLE 17 - Structure of Administrative Body

1. The company is to be administered, as decided by the General Meeting, in
accordance with the provisions set by law, by a Board of Directors made up
by a total of 5 directors.

2. The authority to appoint directors is vested exclusively in the General
Meeting.

3. Alternate directors may be appointed in the event of one or more of them
ceasing for any reason.

ARTICLE 18 - Conditions, Remuneration, Duration of Office

1. Shareholders' status is not required to be appointed member of the
administrative body.

2. Members of the administrative body shall exercise their office for an
indefinite time.

3. The office of director is not remunerated.

ARTICLE 19 - Administrative Powers

1. The representation of the company, in- and out-of-court, is vested in the
administrative body and shall extend to all acts included in the Company
Object.

2. The administrative body has authority in respect of whatever matters refer
to the company's management, representation and administration, including
all type of acts of disposal.

ARTICLE 20 - Power of Attorney

Power of Attorney in- and out-of-court, shall be vested in the Administrative
Body in the manner established by law.

ARTICLE 21 - Officers of the Board of Directors

1. The Board of Directors shall appoint its Chairman and, optionally, one or
more Vice-Chairmen. If there are several Vice-Chairmen, each of the
Vice-Chairmen shall be numbered. The priority of number shall be determined
by the order in which the Vice-Chairmen shall deputise for the Chairman in
the cases of absence, incapacity or vacancy.

2. The Board of Directors shall appoint one Secretary and, optionally, one
Assistant Secretary, the appointment being able to fall to persons who are
not directors, in which event they shall have the right to speak but not to
vote. The Assistant Secretary shall deputise for the Secretary in cases of
absence, incapacity or vacancy.

ARTICLE 22 - Notice Convening the Board of Directors

1. The Board of Directors shall be called by the Chairman or, in the event of
the latter's death, absence, incapacity or inability, by the Vice-Chairman,
provided he considers this necessary or appropriate, a meeting having to be
held at least once every three months. It will have to be called
necessarily whenever requisitioned by no less than one member of the
administrative board. In the event of fourteen calendar days having elapsed
from the receipt of the request, without the Chairman having called the
Board, the latter must be called by the member of the Board who
requisitioned the Board Meeting.

2. The Notice will have to indicate the Agenda of the meeting.

3. The notice is to be forwarded by letter with acknowledgement of receipt to
the address of each of the members of the Board which is contained in the
company's records, a minimum of a fortnight in advance of the date
scheduled for the meeting.

No notice will be necessary, if all members of the Board of Directors have
been called at the previous meeting.

4. The Board of Directors shall be deemed quorate without the need for notice
if all of its members, present or represented, unanimously agree to hold
the meeting.

5. A written poll outside a meeting shall be allowed only when no director
objects to this procedure.

ARTICLE 23 - Venue for the Board Meeting

The Board of Directors shall hold its meetings at the registered office, save
where another venue is indicated in the notice. Notices indicating a place
abroad shall only be valid if no director objects thereto.

ARTICLE 24 - Quorum of the Board of Directors

1. The Board of Directors shall be validly constituted to discuss and resolve
on any matter when the meeting is attended by three members, present or
represented, of the same which had fixed the General Meeting at the time,
although said number has not been covered in its entirety or even when
vacancies have subsequently arisen.

2. Members of the Board of Directors may only appoint another member of the
Board to represent them.

3. The representation will have to be granted by any written means and
specifically for each meeting.

ARTICLE 25 - Agenda of the Meeting

The Board of Directors may deliberate and adopt resolutions in matters within
its competence, even when they do not appear on the Agenda of the notice.

ARTICLE 26 - Procedure for Discussing and Adopting Resolutions of the Board of Directors

1. The Chairman shall submit for discussion matters on the Agenda, both if
this appears in the notice, as if it is prepared at the start of the
meeting. Any of the members of the Board shall, prior to the meeting or in
the course thereof, have the right to refer to deliberation and voting any
other matter in such order as is directed by the Chairman in his reasonable
discretion.

2. Once the Chairman considers a matter sufficiently discussed, he shall put
it to the vote, each member of the Board, present or represented, being
entitled to one vote.

3. Resolutions shall be adopted by a straight majority of members of the Board
who have attended personally or by proxy.

4. Notwithstanding the above, the adoption of resolutions relating to the
matters set out below shall require the votes in favour of four out of five
members of the Board of Directors:

1) Raising new loans granting finance which is not necessary for the
ordinary course of the company's business,

2) Varying contracts previously entered into by the company,

3) Giving guarantees or endorsements to the company or other parties.

4) Without prejudice to the foregoing paragraphs, the giving of mortgages
or any other type of collateral or personal security, as well as the
giving of any charge over the assets or income, for any reason, of the
company.

5) Granting loans or advances to third parties, except such advance as it
grants as a consequence of the ordinary course of its business

6) Contracting with any shareholder or with any shareholder's affiliated
business

7) The disposal of any tangible asset of the company

8) Any contract which goes beyond the company's ordinary business

9) The instigation as well as the planning to contend or defend in
respect of judicial claims or arbitration procedures.

10) The approval and alterations of budgets

11) Incurring any expense which goes beyond the budget, subject to cases
of demonstrable urgency or by legal or contractual obligation validly
contracted pursuant to these Articles.

12) To hire personnel

13) The acquisition or disposal of shares or interests in other businesses

14) Establishing long-term agreements which require periods of notice of
no less than three months to terminate the agreement or which entail
serious or unquantifiable risks on the date of completion of said
agreements

15) To enter into contracts whose overall return for the company exceeds
the amount of Pesetas Five Million (5,000,000 pesetas), except for
those already authorised by budget approved by strong majority.

ARTICLE 27 - Delegation of Powers

1. The Board of Directors may, permanently, delegate all or part of its powers
to an Executive Board and to one or more Managing Directors, and determine
the members of the Board itself who will be the regulars on the delegated
body. The Board of Directors may not delegate its powers in any of the
matters for which decision-making by qualified majority of five members of
the Board is required.

2. The delegation of powers permanently and determination of members of the
Board itself who have to hold such posts shall require, for their validity,
votes in favour of two-thirds of numbers of members of the Board which, at
the time, had fixed the General Meeting for the composition of this body,
although said number is not covered in its entirety or even when vacancies
have subsequently arisen.

3. Managing Directors shall be under an express duty to inform each of the
Directors about the company's day-to-day management.

PART IV: WINDING-UP AND LIQUIDATION OF THE COMPANY

ARTICLE 28 - Winding-Up and Liquidation of the Company

The Company will be wound up for reasons set out in law.

ARTICLE 29 - Liquidators

Once the Company has been dissolved, all the currently named directors inscribed
in the Mercantile Register will by right become the Liquidators, unless the
Company had appointed others upon agreement to the winding up. The liquidators
will act internally according to the rules which governed the Board of Directors
rior to the liquidation of the Company.

ARTICLE 30 - Power of Attorney of the Wound-Up Company

If the company is wound up, the power of attorney will be held jointly by the
liquidators, whatever might be the basis of the power of attorney attributed to
the Board of Directors.