Article of Association

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF THE BRITISH-SERBIAN CHAMBER OF COMMERCE 1 The company's name is "THE BRITISH-SERBIAN CHAMBER OF COMMERCE" (the "Chamber"). 2 The registered office of the Chamber will be situated in England. 3 The objects for which the Chamber is established are to foster, promote and encourage commercial, industrial, tourist, financial, investment and cultural relations between the United Kingdom of Great Britain and Northern Ireland (including the Isle of Man and the Channel Islands) and the Republic of Serbia and their respective residents by all lawful means conducive to the objects of the Chamber and in particular to promote by all lawful means: 3.1 trade, commerce, industry, finance, insurance, agricultural services, tourism and shipping between Serbia and the United Kingdom and the carrying of passengers and goods between Serbia and the United Kingdom and elsewhere; to establish an office providing economic, commercial and tourist information, to operate and maintain a website by agreement with the relevant authorities in Serbia and the United Kingdom and to publish and distribute publications and to act as publishers of trade publications of all kinds; to promote products made in Serbia and the United Kingdom to hold, organise and promote exhibitions at the Chamber or at any other place, to assist and co-operate with other public and private bodies and persons in the promotion, organisation and the holding of exhibitions and shows of samples of products of either country and to develop and improve commercial relations between Serbia and the United Kingdom; to hold meetings, seminars, conferences and receptions and to undertake any other lawful activities as may seem desirable to advertise and promote the products and services of the commercial, manufacturing, financial, agricultural, mining, tourist and other industries and services of Serbia and the United Kingdom; to endorse certificates of origin of goods for export to Serbia in accordance with arrangements to be agreed from time to time with the relevant authorities without prejudice to legislation concerning such certificates by any consular authority concerned and to issue all or any certificates and testimonials required in connection with the commercial, industrial and financial relations between Serbia and the United Kingdom; to discuss with competent authorities of the United Kingdom and Serbia (and in particular the Diplomatic and the Consular authorities thereof) any problems affecting the development of trading and investment between the two countries; to borrow, raise or secure the payment of money for the purpose of, or in connection with, the Chamber's business; to distribute amongst Members in specie any property of the Chamber or any proceeds of the sale thereof; to give public relations advice and assistance; and to carry out all and any kind of service to facilitate the carrying out of the above mentioned objects and to do all things that are incidental or conducive to the attainment of the above mentioned objects. The liability of the Members is limited. The profits (if any) and other income and property of the Chamber whensoever derived, will be applied to the promotion of the objects of the Chamber as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of it, to Members of the Chamber provided that nothing herein shall prevent the payment in good faith by the Chamber of reasonable and proper remuneration to any officer or servant of the Chamber or to any Member of the Chamber for any services actually rendered to the Chamber, nor prevent the payment of interest on money lent by any Member of the Chamber nor prevent the payment of out-of-pocket expenses to a member of the Board of Directors. Every Member of the Chamber undertakes to contribute such amount as may be required (not exceeding £2 (two Pounds Sterling) to the Chamber's assets if it should be wound up while he is a Member, or within one year after he ceases to be a Member, for payment of the Chamber's debts and liabilities contracted before he ceased to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves. If after winding up or dissolution of the Chamber there remains, after the satisfaction of all its debts and liabilities, any property whatsoever which otherwise would be available to the Members generally, the same shall not be paid to or distributed among the Members of the Chamber, but shall be transferred on its winding up either to some other institution or institutions having objects similar to the objects of the Chamber, to be determined by the Members of the Chamber at or before the time of dissolution, and so far as effect cannot be given to such provision, to another body the objects of which are the promotion of charity and anything incidental or conclusive thereto. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company pursuant to this Memorandum of Association.