ARTICLES OF ASSOCIATION of BDI - BioEnergy International AG

§ 01 | Name, registered office, duration and fiscal year

(1) The name of the company limited by shares is
BDI – BioEnergy International AG
(2) The registered office of the company is in Grambach, Austria.
(3) The duration of the company is not limited to a specific period of time.
(4) The fiscal year of the company is the calendar year.

§ 02 | Object of the company

(1) The object of the Company is the development, project planning, construction, set up and sale of plant and technical equipment for the protection of the environment and valuable raw materials, in particular facilities for the manufacture of intermediate and end products from renewable raw materials, byproducts and waste materials, facilities for the use of biomass, environmental protection and recycling facilities for keeping soil, air and water pollution-free, facilities for the production and meaningful use and application of valuable raw materials,  incineration facilities and soil remediation technologies; the assembly and commissioning of such facilities, conversion, optimisation or expansion of existing technical facilities; the provision of consultant services, as well as coordination and cooperation for the project development, construction, production and sale of such facilities;  also the operation and utilisation of the above plant and equipment.

(2) The purchasing and sale of the plants and plant components mentioned in (1) or similar ones as well as the trading of goods of all kinds.

(3) The object of the company is in addition the acquisition and leasing of movable and immovable assets, the leasing and sale of software and the receipt of in-house and third-party data for machine recording, storage and analysis, all of which in compliance with the provisions of data protection legislation, as well as the trading of goods of all kinds.

(4) The object of the company is also the acquisition and administration of equity interests in companies, except in the form of banking or insurance business transactions.

(5) The company is entitled to carry out all business transactions and measures that are necessary or useful in order to achieve the purpose of the company, except for banking or insurance transactions.

(6) The company can set up branches in Austria and other countries.

§ 03 | Publications

Any publications by the company that are mandatory due to provisions of the Companies Act shall be made in the "Amtsblatt zur Wiener Zeitung". Other publications by the company shall be made in accordance with the legal regulations that apply in each individual case. All publications shall be made available on the company website in the Internet as well.

§ 04 | Share capital and shares

(1) The capital stock amounts to Euro 3,800,000 and is divided into 3,800,000 individual bearer share certificates.

(2) The bearer shares of the company are certified in one or more global certificates. The global certificate(s) is/are to be deposited with a security deposit bank in accordance with §1 Paragraph 3 of the Austrian Security Custody Act or an equivalent institution in another country. The Management Board specifies the form and content of the share certificates with the approval of the Supervisory Board.

(3) When new shares are issued, the Management Board is entitled, with the approval of the Supervisory Board, to specify profit rights for these new shares that deviate from the last sentence of § 53 Paragraph 2 of the AktG.

§ 05 | Management Board - membership, external representation, conduct of the business

(1) The Management Board of the company consists of a minimum of two and a maximum of four members. The Supervisory Board can appoint one member to be Chairman and one member to be Deputy Chairman.

(2) Deputy members of the Management Board can be appointed and staff can be granted full power of attorney. Deputy members of the Management Board count towards the number of Management Board members as specified in Paragraph 1.

(3) The company is represented by two members of the Management Board or by one member of the Management Board together with one member of staff with full power of attorney or by two members of staff with full power of attorney within the framework of the legally stipulated rights of representation. With respect to their rights of representation, deputy members of the Management Board are considered to be the equivalent of full members of the Management Board.

(4) The Management Board passes its resolutions with a simple majority of the votes cast. If one member of the Management Board has been appointed to be Chairman of the Management Board, he has the casting vote if there is a tie.

(5) The Management Board is required to conduct the business in accordance with the legal regulations, the articles of association and the rules of procedure that the Supervisory Board gives it. In the rules of procedure, the Supervisory Board also specifies the allocation of the business assignments to the members of the Management Board, while maintaining the overall responsibility of the Management Board.

§ 06 | Reports to the Supervisory Board

(1) The Management Board is required to report to the Supervisory Board about fundamental issues of the company’s future business policy and to present the future asset, financial and earnings development on the basis of a forecast at least once a year (annual report). The Management Board is also required to report to the Supervisory Board regularly, at least every quarter, about the progress made in the business transactions and the situation of the company by comparison with the forecast, taking future developments into consideration (quarterly report). The Chairman of the Supervisory Board must be informed immediately if an important occasion arises; immediate reports also have to be made to the Supervisory Board about circumstances that are of substantial importance with regard to the profitability or liquidity of the company (special report). The annual report and the quarterly reports must be submitted in writing.

(2) The Supervisory Board is also entitled to demand reports from the Management Board at any time about issues relating to the company, including its relationships to companies in which major equity interests are held.

§ 07 | Approval of the Supervisory Board

The Supervisory Board is required to determine the business transactions for which its approval is needed – in addition to the legally stipulated cases (§ 95 Paragraph 5 of the AktG). With respect to the subjects of resolutions in accordance with § 95 Paragraph 5 Sections 1, 2, 4, 5 and 6 of the AktG, the Supervisory Board is required to specify maximum amounts.

§ 08 | Membership of the Supervisory Board

(1) The Supervisory Board consists of a minimum of three and a maximum of ten members elected by the Shareholders’ Meeting.

(2) Unless they have been elected for a shorter period of office, the members of the Supervisory Board are elected for the period until the end of the Shareholders’ Meeting that passes a resolution about approval of the conduct of the business in the fourth fiscal year after the election. The fiscal year, in which the member of the Supervisory Board was elected, is not included here. Re-election is possible.

(3) Every member of the Supervisory Board can resign from his position by written notification to the Chairman of the Supervisory Board. The Chairman of the Supervisory Board is required to notify resignation from his position to his (first) Deputy. The resignation takes effect four weeks after receipt, unless the resignation is pronounced for a different time.

(4) If elected members of the Supervisory Board resign from the Supervisory Board before the end of their period of office, a replacement only has to be elected immediately if the number of elected members of the Supervisory Board drops below three. The period of office of members elected in this context lasts until the end of the period of office of the members of the Supervisory Board who have resigned. Members of the Supervisory Board who have resigned can be re-elected.

(5) The Supervisory Board is required to give itself rules of procedure.

§ 9 | Supervisory Board - Chairman

(1) Immediately after it is elected, the Supervisory Board elects a Chairman and one or two Deputies. If there are two Deputies, the order in which they are to deputise must be specified. The election is for their entire period of office as members of the Supervisory Board, unless the Supervisory Board passes a resolution to the contrary.

(2) If no-one receives an absolute majority in an election, a second ballot is conducted between the persons who have received most votes. If there is a tie in the second ballot, a decision is made by casting lots.

(3) If the Chairman or one of his Deputies resigns from his position in the course of a period of office, the Supervisory Board is required to hold an election of a replacement immediately. Re-election is possible.

(4) The Chairman and the Deputies can resign from their functions at any time with four week’s written notice to the Supervisory Board, without resigning from the Supervisory Board at the same time.

(5) When the Deputy Chairmen are acting as representatives of the Chairman, they have the same rights and obligations as the latter.

§ 10 | Meetings of the Supervisory Board – agenda, convening

(1) The Supervisory Board is required to hold a meeting as often as is necessary in the interests of the company, but at least every quarter.

(2) The agenda is specified by the Chairman, taking the requests made by the Management Board and the requests made by members of the Supervisory Board into consideration.

(3) The meetings of the Supervisory Board are convened in writing, by fax, telephone or any other comparable way, e.g. electronically, by the Chairman or, on his behalf, by the Management Board, indicating the time, location and agenda. Meetings are convened by notification to the most recently submitted address of the members of the Supervisory Board, with notice of ten days between the notification and the day of the Supervisory Board meeting; the Chairman can shorten this period in urgent cases.

(4) The necessary written documents for the individual points on the agenda must be made available in good time.

(5) If a request that a meeting of the Supervisory Board is convened that is made by at least two members of the Supervisory Board or by the Management Board, indicating the purpose and the reasons, is not fulfilled by the Chairman within fourteen days, the members who made the request can convene a meeting of the Supervisory Board themselves, indicating the reasons.

(6) The members of the Management Board participate in all the meetings of the Supervisory Board and its committees, unless the Chairman of the meeting specifies anything to the contrary; they do not have the right to vote.

(7) Minutes must be kept of the meetings of the Supervisory Board, which must include the main contents of the meeting and the resolutions passed and has to be signed by the Chairman of the meeting.

§ 11 | Supervisory Board – quorum, discussions

(1) The Supervisory Board is entitled to pass resolutions, when all the members of the Supervisory Board were invited properly and at least half of the members, with a minimum of three including the Chairman or one of his Deputies, are present in person.

(2) A member of the Supervisory Board who is unable to attend a meeting can authorise another member of the Supervisory Board in writing to represent him at a single meeting; the member of the Supervisory Board who is unable to attend must not be counted when it is being determined whether there is a quorum or not. The right to act as Chairman cannot be transferred. Individual members of the Supervisory Board can be allowed to cast their vote in writing, by phone or in a different, comparable way.

(3) The way in which a vote is taken is determined by the Chairman, unless the Supervisory Board decides on a special voting method.

(4) Resolutions are passed with a simply majority of the votes cast. The Chairman decides if there is a tie – in the case of elections too.

(5) The Supervisory Board can only pass a resolution about a subject for discussion that is not on the agenda if all the members of the Supervisory Board are present or represented and none of the members objects.

(6) In urgent cases, the Chairman can have votes taken in writing, by fax, by phone or in another comparable way, without the Supervisory Board coming together for a meeting, if no member of the Supervisory Board objects to this procedure in writing within one week of distribution of the documents. A resolution is valid if all the members of the Supervisory Board were invited to cast their vote and at least half of the members, including the Chairman or one of his Deputies, cast their vote. Representation by other members of the Supervisory Board is not allowed when votes are taken in accordance with this procedure.

§ 12 | Supervisory Board - assignments

(1) The Supervisory Board is required to monitor the conduct of the business by the Management Board in accordance with the legal regulations.

(2) The Supervisory Board is required to review the reports and requests made by the Management Board and to pass resolutions about the latter.

(3) The Supervisory Board is required to review the annual financial statements, the consolidated financial statements, the proposal for appropriation of the profits, the management report and the consolidated management report and to inform the Management Board about the outcome of its review within two months after submission. The Supervisory Board is also required to report to the Shareholders’ Meeting about this.

(4) All the matters that the Management Board intends the Shareholders’ Meeting to deal with must be notified to the Supervisory Board beforehand.

(5) The Supervisory Board is required to convene a Shareholders‘ Meeting whenever this is necessary for the good of the company.

§ 13 | Supervisory Board - remuneration

(1) The members of the Supervisory Board elected by the Shareholders‘ Meeting are entitled to appropriate remuneration for their activities that is specified by the Shareholders‘ Meeting at annual intervals. The members of the Supervisory Board are entitled to reimbursement of their out-of-pocket expenses and to an appropriate attendance fee.

(2) If members of the Supervisory Board carry out special activities in the interests of the company, special remuneration for these activities can be approved to them by a resolution passed at the Shareholders‘ Meeting.

(3) If a member of the Supervisory Board takes up or resigns from his position during the fiscal year, the remuneration is paid on a pro rata basis.

(4) Legal transactions between the company and individual members of the Supervisory Board or with companies in which a member of the Supervisory Board has an economic interest require the approval of the Supervisory Board and must be shown separately in the company’s annual report.

§ 14 | Supervisory Board - committees

(1) The Supervisory Board can establish one or more committees from its members and specify their assignments and powers; the committees can be established permanently or for individual assignments. Decision-making rights can be transferred to the committees too.

(2) The Supervisory Board is required to establish an audit committee in order to review and prepare the adoption of the annual financial statements, the proposal for appropriation of the profits and the management report as well as the consolidated financial statements and the consolidated management report.

(3) The employees‘ representatives on the Supervisory Board have the right to nominate voting members for committees of the Supervisory Board in accordance with the ratio specified in § 110 Paragraph 1 of the Labour Constitution Act (ArbVG). This does not apply to meetings of and votes taken by committees that deal with the relationships between the company and members of the Management Board, with the exception of resolutions about the appointment or cancellation of the appointment of a member of the Management Board as well as about the granting of options to company shares.

(4) Any specifications about the committees of the Supervisory Board are made in the rules of procedure for the Supervisory Board. The Supervisory Board can also pass resolutions about separate rules of procedure for the committees.

§ 15 |

Declarations of the intentions of the Supervisory Board and its committees must be made by the Chairman of the Supervisory Board or, if he unable to be present, by one of his Deputies, unless the Supervisory Board specifies something to the contrary in any individual case.

§ 16 | Shareholders‘ Meetings – convening, location

(1) Shareholders‘ Meetings of the company take place at the registered office of the company or at the location of a branch of the company in Austria or at a capital of one of the Austrian States.

(2) The Shareholders‘ Meetings are convened by the Management Board or the Supervisory Board.

(3) The call to a meeting shall be announced by means of a public notification in compliance with §3 and §18 of the articles of association. Over and above this all statutory regulations applicable to calling shareholders’ meetings must be observed.

(4) Shareholders whose shares total 5% of the capital stock are entitled to request that a general meeting of shareholders be called; such requests must be in writing and include the agenda and a proposed resolution on each agenda item. The applicants must have held the shares for at least three months prior to making such an application and must keep the shares until a decision has been made regarding their application.

(5) The annual general meeting must be called and notified at least 28 days before the meeting.

(6) Any other general meeting of shareholders must be called and notified at least 21 days prior to the general meeting of shareholders (extraordinary meeting of shareholders).

§ 17 | Shareholders‘ Meeting - participation

(1) Only shareholders who furnish proof of their investment holdings by the end of the tenth day prior to the general meeting of shareholders (deadline for proof) are entitled to attend the general meeting of shareholders and exercise their right to vote as well as all other shareholders’ rights that can be exercised within the scope of a general meeting of shareholders.

(2) Evidence of the shareholding on the qualifying date is provided by a deposit confirmation in text form in compliance with § 10a of the Austrian Companies Act (AktG), which must be received by the Company at the address provided for this purpose in the call and notification of the meeting by the third day prior to the general meeting of shareholders at the latest. The deposit confirmation must be submitted in German or in English.

§ 18 | Shareholders‘ Meeting – voting right, resolutions

(1) Every share grants the right to one vote.

(2) The exercise of proxy voting rights is also permitted. The power of attorney must be granted to a specific person and issued in text form. The power of attorney must be forwarded to the Company, which must then retain it or record it in a way that is verifiable. It is also possible for several persons to be granted power of attorney.

(3) In the event that a shareholder has given power of attorney to their depository bank (§ 10a Austrian Companies Act (AktG)) it shall be sufficient for this bank to declare that it has been granted power of attorney in addition to providing a confirmation of deposit;  § 10a para. 3 Austrian Companies Act (AktG) applies mutatis mutandis.

(4) In the event that the power of attorney is not granted to the depository bank (§ 10a Austrian Companies Act (AktG), the power of attorney must be forwarded to the Company in text form by post prior to the general meeting of shareholders, or in person at the general meeting of shareholders, or by way of a means of electronic communication to be determined by the Company. Details about granting these powers of attorney shall be publicised with the call and notification of the general meeting of shareholders.

(5) Unless a different majority is otherwise prescribed by law or by the articles of association, the general meeting of shareholders shall pass resolutions with a simple majority of votes; cases requiring equity majority are passed by a simple majority of the capital stock represented at the time of a resolution being adopted.  

(6) In the event that a simple majority is not achieved during the first ballot, the two contenders with the highest number of votes shall be shortlisted and put to another vote. In the event of a tie, the resolution to be passed shall be chosen at random.

(7) In the event that a simple majority is not achieved during the first ballot, the two contenders with the highest number of votes shall be shortlisted and put to another vote. In the event of a tie, the resolution to be passed shall be chosen at random.

§ 19 | Shareholders‘ Meeting - Chairman

(1) The Chairman of the Supervisory Board or his deputy chairs the Shareholders‘ Meeting. If they are not at the meeting, the notary public appointed to carry out authentication chairs the Meeting until a chairman is elected.

(2) The chair shall lead the discussions and determine the order of speakers and the order in which the items on the agenda shall be dealt with. During the course of the general meeting of shareholders the chair may impose reasonable limitations on speaking time, question time, or on the total amount of time available for contributions from speakers and questions in general, or on individual speakers.

(3) The members of the board and the supervisory board must make every effort to attend the general meeting of shareholders. The annual auditor must attend the annual general meeting.

§ 20 | Shareholders‘ Meeting - scope

(1) Each year the board must call a general meeting of shareholders to take place within the first eight months of the financial year (annual general meeting), and to this meeting submit the annual accounts including a status report, the corporate governance report, the consolidated financial statement where applicable, the proposed appropriation of earnings and the supervisory board's report.

(2) The annual general meeting's agenda must contain:

1. the submission of the documents specified above and, if need be, the adoption of financial statements in the cases stipulated by law,
2. a resolution about the appropriation of net profits if such is shown in the annual accounts,
3. a resolution about the release of members of the board and members of the supervisory board from responsibility for management during the preceding year,
4. the choice of annual auditor.
    

3) The general meeting of shareholders shall also make decisions in cases that are specified in the law and the articles of association, and especially as regards the selection and dismissal of members of the supervisory board or amendments to the articles of association.

(4) The general meeting of shareholders may only make decisions on management questions if the board or - insofar as this concerns business which is subject to its approval in accordance with § 95 para. 5 of Austrian Company Law (Aktiengesetz) - the supervisory board demands it.

§ 21 | Annual financial statements, dividend

(1) In the first five months of the financial year the board must draw up the annual accounts (balance sheet, profit and loss accounts, notes to the financial statements) for the preceding year, which must include a status report and the corporate governance report and shall further draft a consolidated financial statement to include a group management report; this, together with a profit distribution proposal is to be submitted to the supervisory board following prior inspection by the annual auditor.

(2) The supervisory board must, within two months, inspect the annual accounts including status report and corporate governance report, the consolidated financial statement including group management report, and the profit distribution proposal, and report back to the general meeting of shareholders.

(3) If the Supervisory Board approves the annual financial statements, they have been adopted, unless the Management Board and the Supervisory Board decide that adoption is to be carried out by the Shareholders‘ Meeting. The Shareholders‘ Meeting is committed to the adopted annual financial statements.

(4) The Annual Shareholders‘ Meeting passes a resolution every year about the allocation of the retained earnings (profit distribution). Contrary to the proposal about profit distribution, the Shareholders‘ Meeting can exclude the retained earnings from distribution completely or partially. The Management Board is required to make the changes to the annual financial statements that are necessary as a result.

(5) A dividend that the Shareholders‘ Meeting decides to distribute is due for payment fourteen days after the resolution is passed by the Shareholders‘ Meeting, unless the latter passes a resolution to the contrary.

(6) Dividends that are not claimed within three years of them becoming due are forfeited in favour of the company.